8-K

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

Date of Report (Date of earliest event reported): September 6, 2010

OWENS-ILLINOIS GROUP, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	33-13061	34-1559348
(State or other Jurisdiction of	(Commission File	(I.R.S. Employer
Incorporation or Organization)	Number)	Identification No.)

One Michael Owens Way

Perrysburg, Ohio 43551-2999

(567) 336-5000

(Address and Telephone Number of Principal Executive Offices)

N/A

(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 (see General Instruction A.2 below):

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

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

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

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

Item 1.01Entry into a Material Definitive Agreement.

On September 6, 2010, Owens-Illinois Group, Inc. and certain of its direct and indirect subsidiaries entered into the Fourth Amendment to Credit Agreement with Deutsche Bank AG, New York Branch, as Administrative Agent, Owens-Illinois General, Inc., as Borrower’s Agent, and the other Agents and Lenders named therein (the “Amendment”).  Pursuant to the Amendment, the Credit Agreement dated as of June 14, 2006 by and among the parties listed above was amended to provide additional flexibility in connection with issuances of indebtedness by our foreign subsidiaries.

The description in this Current Report of the Amendment is not intended to be a complete description of the Amendment.  The description is qualified in its entirety by the full text of the Amendment which is attached as Exhibit 4.1 and incorporated by reference in this Current Report.

Item 7.01Regulation FD Disclosure.

On September 6, 2010, OI European Group B.V., our indirect wholly owned subsidiary, announced that it intends to offer, subject to market and other conditions, €500 million aggregate principal amount of senior notes due 2020 in a private offering.  A copy of this press release is furnished pursuant to this Item 7.01 as Exhibit 99.1 to this Current Report.

The information contained in this Item 7.01 is being furnished and shall not be deemed “filed” with the Securities and Exchange Commission or otherwise incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Item 9.01Financial Statements and Exhibits.

Exhibits

Exhibit Number	Title
4.1	Fourth Amendment to Credit Agreement, dated September 6, 2010.
99.1	Press Release, issued September 6, 2010.

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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.

Date: September 7, 2010	OWENS-ILLINOIS GROUP, INC.
	By:	/s/ Edward C. White
		Edward C. White
		Senior Vice President and Chief Financial Officer

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EX-4.1

Exhibit 4.1

OWENS-ILLINOIS GROUP, INC.
OWENS-BROCKWAY GLASS CONTAINER INC.
ACI OPERATIONS PTY LIMITED
OI EUROPEAN GROUP B.V.
O-I EUROPE SARL
O-I CANADA CORP.

FOURTH AMENDMENT TO CREDIT AGREEMENT

This FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of September 6, 2010 and entered into by and among OWENS-ILLINOIS GROUP, INC., a Delaware corporation (“Company”), OWENS-BROCKWAY GLASS CONTAINER INC., a Delaware corporation, ACI OPERATIONS PTY LIMITED, a limited liability company organized under the laws of Australia, OI EUROPEAN GROUP B.V., a private company with limited liability organized under the laws of the Netherlands, O-I EUROPE SARL, a Swiss Société à responsabilité limitée (limited liability corporation), O-I CANADA CORP., a Nova Scotia company and OWENS-ILLINOIS GENERAL, INC., a Delaware corporation, as Borrowers’ Agent, THE OTHER LOAN PARTIES PARTY HERETO, THE LENDERS LISTED ON THE SIGNATURE PAGES HEREOF (each individually a “Lender” and collectively, “Lenders”), DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent for Lenders (in such capacity, the “Administrative Agent”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent for Lenders (in such capacity, the “Collateral Agent”).  Capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement dated as of June 14, 2006 by and among the parties listed above (as amended by that certain First Amendment to Credit Agreement and Consent dated as of February 28, 2007, that certain Second Amendment to Credit Agreement and Consent dated as of June 11, 2007, and that certain Third Amendment to Credit Agreement and Consent dated as of April 30, 2010, the “Credit Agreement”).

RECITALS

WHEREAS, Company, Borrowers and Requisite Lenders desire to amend the Credit Agreement as set forth herein.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

Section 1.AMENDMENTS TO CREDIT AGREEMENT

A.Amendment to Subsection 1.1 — Certain Defined Terms.  The definition of “New European Refinancing Debt” set forth in subsection 1.1 of the Credit Agreement is hereby amended by (i) changing the defined term from “New European Refinancing Debt” to “New European Senior Debt” and (ii) deleting the reference to “means OI European Group B.V.’s 6 7/8% Senior Notes due 2017 and other Indebtedness (including guarantees thereof and Indebtedness and guarantees issued in exchange or in replacement thereof containing

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substantially identical terms) in an aggregate principal amount not exceeding $600,000,000 (or the Offshore Currency Equivalent thereof)” and substituting the following therefor:

“means (i) OI European Group B.V.’s 6 7/8% Senior Notes due 2017 (including guarantees thereof required by the indenture governing the same) and (ii) additional Indebtedness (including guarantees thereof and Indebtedness and guarantees issued in exchange or in replacement thereof containing substantially identical terms) in an aggregate principal amount not exceeding $900,000,000 (or the Offshore Currency Equivalent thereof)”

B.Amendment to Subsection 2.4 — Repayments and Prepayments; Reductions in Commitments.  Subsection 2.4B(ii)(d) of the Credit Agreement is hereby amended by deleting the reference to “(other than New Senior Debt also constituting New European Refinancing Debt)” contained in the first paragraph therein.

C.Amendments to Certain References in the Credit Agreement.  The references to “New European Refinancing Debt” contained in subsections 6.1(x), 6.2B(g), 6.4(x) and in the definitions of “Consolidated Senior Secured Debt”, “New European Refinancing Debt” and “New Senior Debt” set forth in subsection 1.1 of the Credit Agreement, and the reference to “Net European Refinancing Debt” contained in subsection 2.4B(ii)(d)(2) of the Credit Agreement, are hereby amended by replacing each such reference with “New European Senior Debt”.

Section 2.CONDITIONS TO EFFECTIVENESS

A.This Amendment shall become effective only upon satisfaction of all of the following conditions precedent (the date of such satisfaction being referred to herein as the “Amendment Effective Date”):

(i)Amendment.  On or before the Amendment Effective Date, (a) Requisite Lenders under the Credit Agreement, (b) the Administrative Agent, (c) each of the Borrowers, and (d) each of the Guarantors (as defined below) shall have delivered to the Administrative Agent executed counterparts of this Amendment.

(ii)Representations and Warranties.  On the Amendment Effective Date, (a) the representations and warranties contained in Section 3 hereof shall be true and correct as of such date in all material respects, as though made on and as of such date except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true in all material respects as of such earlier date; (b) no Event of Default shall then exist; and (c) the Borrowers’ Agent shall deliver to the Administrative Agent a certificate signed by a Responsible Officer or other authorized signatory of Borrowers’ Agent confirming the foregoing.

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Section 3.REPRESENTATIONS AND WARRANTIES

In order to induce the Lenders to enter into this Amendment, Company, each Borrower and each Guarantor represents and warrants to each Lender that the following statements are true, correct and complete on and as of the Amendment Effective Date:

A.Authorization; Binding Obligations.  Company, each Borrower and each Guarantor has all requisite organizational power and authority to enter into this Amendment.  The execution, delivery and performance of this Amendment has been duly authorized by all necessary organizational action by Company, each Borrower and each Guarantor.  This Amendment has been duly executed and delivered by Company, each Borrower and each Guarantor and is the legally valid and binding obligation of Company, each Borrower and each Guarantor, enforceable against Company, each Borrower and each Guarantor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally and by equitable principles relating to enforceability.

B.No Conflict.  The execution and delivery by Company, each Borrower and each Guarantor of this Amendment does not and will not (i) violate any provision of any material law or any material governmental rule or regulation applicable to Company, any Borrower or any Guarantor, the Organizational Documents of Company, any Borrower or any Guarantor, or any order, judgment or decree of any court or other agency of government binding on Company, any Borrower or any Guarantor, (ii) conflict with, result in a material breach of or constitute (with due notice or lapse of time or both) a material default under any Contractual Obligation of Company, any Borrower or any Guarantor, (iii) result in or require the creation or imposition of any Lien under any such Contractual Obligation upon any of the properties or assets of Company, any Borrower or any Guarantor (other than any Liens created under any of the Loan Documents).

C.Governmental Consents.  The execution and delivery by Company, each Borrower and the Guarantor of this Amendment does not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any federal, state or other governmental authority or regulatory body except any thereof that have been obtained and are in full force and effect.

D.Incorporation of Representations.  Each representation and warranty of Company, each Borrower and each Guarantor contained in each of the Loan Documents is true and correct in all material respects on and as of the Amendment Effective Date to the same extent as though made on and as of the Amendment Effective Date except to the extent such representations and warranties relate to an earlier date, in which case they were true and correct in all material respects as of such earlier date.

E.Absence of Default.  No event has occurred and is continuing or would result from the execution, delivery or performance of this Amendment that constitutes or would constitute an Event of Default or a Potential Event of Default after giving effect to this Amendment.

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F.Acknowledgment and Consent.  Each of Company, each Borrower and each Guarantor signatory hereto (each individually a “Guarantor” and collectively, the “Guarantors”) has read this Amendment and consents to the terms hereof and further hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment, the obligations of such Guarantor under each of the Loan Documents to which such Guarantor is a party shall not be impaired and each of the Loan Documents to which such Guarantor is a party is, and shall continue to be, in full force and effect and are hereby confirmed and ratified in all respects.

Section 4.MISCELLANEOUS

A.Reference to and Effect on the Credit Agreement and the Other Loan Documents.

(i)On and after the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement,” “thereunder,” “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this Amendment.

(ii)Except as specifically amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

(iii)The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of Administrative Agent, Collateral Agent, or any Lender under the Credit Agreement or any of the other Loan Documents.

B.Fees and Expenses.  Loan Parties acknowledge that all reasonable costs, fees and expenses as described in subsection 10.3 of the Credit Agreement incurred by the Administrative Agent and its counsel with respect to this Amendment and the documents and transactions contemplated hereby shall be for the account of Loan Parties.

C.Headings.  Section and subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.

D.Applicable Law.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

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E.Counterparts.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.

[remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date first above written.

OWENS-ILLINOIS GROUP, INC.
By:	/s/ James W. Baehren
Name:	James W. Baehren
Title:	Senior Vice President
OWENS-BROCKWAY GLASS CONTAINER INC.
By:	/s/ James W. Baehren
Name:	James W. Baehren
Title:	Senior Vice President
ACI OPERATIONS PTY LIMITED
By:	/s/ James W. Baehren
Name:	James W. Baehren
Title:	Authorized Signatory
O-I CANADA CORP.
By:	/s/ James W. Baehren
Name:	James W. Baehren
Title:	Vice President

OI EUROPEAN GROUP B.V.
By:	/s/ James W. Baehren
Name:	James W. Baehren
Title:	Director
O-I EUROPE SARL
By:	/s/ James W. Baehren
Name:	James W. Baehren
Title:	Authorized Signatory
OWENS-ILLINOIS GENERAL INC., as Borrowers’ Agent
By:	/s/ James W. Baehren
Name:	James W. Baehren
Title:	Vice President
On behalf of each entity on the attached Exhibit A, in the capacity set forth for such entity opposite its name
By:	/s/ James W. Baehren
Name:	James W. Baehren

DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent
By:	/s/ Enrique Landaeta
Name:	Enrique Landaeta
Title:	Vice President
By:	/s/ Evelyn Thierry
Name:	Evelyn Thierry
Title:	Director
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent
By:	/s/ Enrique Landaeta
Name:	Enrique Landaeta
Title:	Vice President
By:	/s/ Evelyn Thierry
Name:	Evelyn Thierry
Title:	Director

Exhibit A

Names of Guarantors	Title of Officer Executing on Behalf of Such Guarantor
ACI America Holdings Inc.	Vice President
Brockway Realty Corporation	Vice President
NHW Auburn, LLC	Senior Vice President of Owens-Brockway Glass Container Inc., as sole member of NHW Auburn, LLC
OI Auburn Inc.	Vice President
Ol Australia Inc.	Vice President
OI California Containers Inc.	Vice President
OI Castalia STS Inc.	President
OI General Finance Inc.	Vice President
OI General FTS Inc.	Vice President
O-I Holding LLC	Vice President of OI International Holdings Inc., as sole member of O-I Holding LLC
OI International Holdings Inc.	Vice President
OI Levis Park STS Inc.	President
OI Puerto Rico STS Inc.	Vice President
OIB Produvisa Inc.	Vice President
Owens-Brockway Packaging, Inc.	Vice President
Owens-Illinois General Inc.	Vice President
Seagate II, Inc.	Vice President
Seagate III, Inc.	Vice President
Seagate, Inc.	Vice President
Universal Materials, Inc.	Vice President

EX-99.1

Exhibit 99.1

OI European Group B.V. Announces Proposed Private Offering of  €500 Million of Senior Notes

PERRYSBURG, Ohio / SCHIEDAM, the Netherlands, September 6, 2010 — OI European Group B.V., an indirect wholly owned subsidiary of Owens-Illinois Group, Inc., announced that it intends to offer, subject to market and other conditions, €500 million aggregate principal amount of Senior Notes due 2020 (the “Notes”) in a private offering.

OI European Group B.V. expects to use the net proceeds received from this offering to repay borrowings under Owens-Illinois Group, Inc.’s revolving credit facility and for general corporate purposes, including funding Owens-Illinois Group, Inc.’s strategic priorities.

The Notes and the guarantees thereof have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws.  Accordingly, the Notes will be offered only to qualified institutional buyers and to persons outside the United States in reliance on Rule 144A and Regulation S under the Securities Act, respectively.  Unless so registered, the Notes may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.  Prospective purchasers that are qualified institutional buyers are hereby notified that the seller of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Forward Looking Statements

This news release contains “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act.  Forward-looking statements reflect current expectations and projections about future events at the time, and thus involve uncertainty and risk.  It is possible that future financial performance may differ from expectations due to a variety of risks and other factors such as those described in Owens-Illinois Group, Inc.’s, Form 10-K for the year ended December 31, 2009, filed with the U.S. Securities and Exchange Commission on February 10, 2010.  It is not possible to foresee or identify all such factors.  Any forward-looking statements in this news release are based on certain assumptions and analyses made in light of Owens-Illinois Group, Inc.’s experience and perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances.  Forward-looking statements are not a guarantee of future performance and actual results or developments may differ materially from expectations.  While Owens-Illinois Group, Inc. continually reviews trends and uncertainties affecting its results of operations and financial condition, Owens-Illinois Group, Inc. does not intend to update any particular forward-looking statements contained in this news release.

SOURCE: Owens-Illinois Group, Inc.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding Owens-Illinois Group, Inc.’s business which are not historical facts are “forward-looking statements” that involve risks and uncertainties.  For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in Owens-Illinois Group, Inc. Annual Report or Form 10-K for the most recently ended fiscal year.