Preview | Registration Rights Agreement |

Goldman, Sachs & Co.
Citigroup Global Markets Inc.
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Owens-Brockway Glass Container Inc., a corporation organized under the laws of Delaware (the Company), proposes to issue and sell to (i) the several parties named in Schedule I-A hereto (collectively, the Euro Initial Purchasers), upon the terms set forth in a purchase agreement, dated November 23, 2004 (the Purchase Agreement), 225,000,000 aggregate principal amount of its 6 % Senior Notes due 2014 (the Euro Notes) and (ii) the several parties named in Schedule I-B hereto (collectively, the Dollar Initial Purchasers and, together with the Euro Initial Purchasers, the Initial Purchasers), upon the terms set forth in the Purchase Agreement, $400,000,000 aggregate principal amount of its 6 % Senior Notes due 2014 (the Dollar Notes) and together with the Euro Notes, the Notes), in each case, to be guaranteed by the Guarantors (the Guarantees and, together with the Notes, the Securities) relating to the initial placement of the Securities (the Initial Placement). To induce the Initial Purchasers to enter into the Purchase Agreement and to satisfy a condition of your obligations thereunder, each of the Company and the Guarantors agree, as follows:

1. Definitions. Capitalized terms used herein without definition shall have their respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following capitalized defined terms shall have the following meanings:

Act shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

Affiliate of any specified Person shall mean any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such specified Person. For purposes of this definition, control of a Person shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise, and the terms controlling and controlled shall have meanings correlative to the foregoing.

Broker-Dealer shall mean any broker or dealer registered as such under the Exchange Act.

Broker-Dealer Transfer Restricted Securities shall mean New Securities that are acquired by a Broker-Dealer in the Exchange Offer in exchange for Securities that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Securities acquired directly from the Company or any of its Affiliates).

Business Day shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City or in the city of the corporate trust office of the Trustee.

Closing Date shall mean the date of this Agreement.

Commission shall mean the Securities and Exchange Commission.

Consummate an Exchange Offer shall be deemed Consummated for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Act of the Exchange Offer Registration Statement relating to the New Securities to be issued in the Exchange Offer, (ii) the maintenance of such Exchange Offer Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company to the Registrar under the Indenture of New Securities in the same aggregate principal amount as the aggregate principal amount of Securities that were tendered by Holders thereof pursuant to the Exchange Offer.

Exchange Act shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

Exchange Offer shall mean the registration by the Company and the Guarantors under the Act of the New Securities pursuant to a Registration Statement pursuant to which the Company offers the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for New Securities in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders.

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