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                                                                Exhibit 4.16

                               FIRST AMENDMENT TO
                             INTERCREDITOR AGREEMENT
                          DATED AS OF JANUARY 24, 2002

          This FIRST AMENDMENT TO INTERCREDITOR AGREEMENT (this "AMENDMENT") is
dated as of January 24, 2002 among BANKERS TRUST COMPANY ("BANKERS"), as
administrative agent (the "LENDER AGENT") for the lenders (the "LENDERS") party
to the Credit Agreement (as hereinafter defined), and BANKERS TRUST COMPANY, as
Collateral Agent, is made pursuant to Section 9(b) of that certain Intercreditor
Agreement by and among the foregoing parties dated as of April 23, 2001 (the
"INTERCREDITOR AGREEMENT"). Initially capitalized terms used herein without
definition are defined in the Intercreditor Agreement, and, if not defined
herein or in the Intercreditor Agreement, as defined in the Credit Agreement (as
hereinafter defined).

                                    RECITALS

          WHEREAS, the Lenders have entered into a Secured Credit Agreement
dated as of April 23, 2001 (the "SECURED CREDIT AGREEMENT"), as amended by that
certain First Amendment to Secured Credit Agreement and Consent dated as of
December 31, 2001 (the "FIRST AMENDMENT AND CONSENT") with certain subsidiaries
of Company and Packaging as Borrowers and with Company as guarantor pursuant to
Section 9 thereof and Owens-Illinois General, Inc., as Borrowers' Agent (the
Secured Credit Agreement, as so amended and as more particularly defined in the
Intercreditor Agreement, is referred to herein as the "CREDIT AGREEMENT");

          WHEREAS, the Credit Agreement permits Indebtedness from time to time
issued constituting New Senior Debt to be secured by the Domestic Collateral
under the Domestic Collateral Documents and permits such Indebtedness to
constitute "Senior Secured Obligations" under the Intercreditor Agreement,
provided that the holders of any such issue of New Senior Debt cause their New
Senior Debt Representative to execute and deliver to the Collateral Agent an
acknowledgment to the Intercreditor Agreement agreeing to be bound by the terms
thereof (which acknowledgment must be acknowledged by the Borrower's Agent);

          WHEREAS, concurrently herewith, Owens Brockway is issuing certain 8
7/8% Senior Secured Notes due 2009 in the aggregate principal amount of
$1,000,000,000 (together with any subsequent issuance of notes consituting the
same series of notes as the 8 7/8% Senior Secured Notes due 2009 pursuant to the
same indenture on substantially identical terms the Net Debt Securities Proceeds
of which are applied to repay the Term Loans pursuant to Section 2.4A(ii)(e) of
the Credit Agreement or as otherwise required thereby, in each case together
with any guarantees thereof and any notes and guarantees issued in exchange
therefor or replacement thereof containing substantially identical terms, the
"NEW 2002 SENIOR NOTES") which New 2002 Senior Notes constitute New Senior Debt
(subject, with respect to any subsequent issuance of notes (but not any exchange
notes) described above, to Administrative Agent's determination in its
reasonable judgment that the terms and conditions of such notes are
substantially comparable to those prevailing in the market place for comparable
debt issuances) and desires to have such New 2002 Senior Notes constitute Senior
Secured Obligations under the Intercreditor Agreement and to secure the
obligations in respect of such New 2002 Senior Notes by certain of the

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Domestic Collateral;

          WHEREAS, in order to facilitate the issuance of the New 2002 Senior
Notes, Owens Brockway has obtained, pursuant to the First Amendment and Consent,
the consent of the Requisite Lenders and the Requisite Obligees, as applicable,
to the Collateral Agent's and Lender Agent's amendment of the Collateral
Documents to eliminate or defer the provision of certain Domestic Collateral as
security for the New 2002 Senior Notes, which Domestic Collateral would
otherwise secure the obligations in respect of such New 2002 Senior Notes upon
their issuance and the execution of a counterpart to the Intercreditor Agreement
by the New Senior Debt Representative and Borrower's Agent and the application
of the Net Debt Securities Proceeds arising from the issuance of the New 2002
Senior Notes to repay the Term Loans pursuant to Section 2.4A(ii)(e) of the
Credit Agreement, and to the Collateral Agent's and the Lender Agent's amendment
of the Intercreditor Agreement to account for such exclusion or deferral of such
Domestic Collateral as security for the New 2002 Senior Notes; and

          WHEREAS, the parties desire to amend the Intercreditor Agreement as
set forth herein to implement the provisions of the First Amendment and Consent.

          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 INTERCREDITOR AGREEMENT

1.1  RECITALS.

     (a)  Recital 8 of the Intercreditor Agreement is hereby amended by adding
          the words "and the Domestic Borrowers' Guaranty" after the words
          "Credit Agreement" in clause (b) thereof and by adding the words "of
          certain Domestic Borrowers under the Credit Agreement and the Domestic
          Borrowers' Guaranty and" after the word "obligations" in clause (c)
          thereof.

     (b)  Recital 11 of the Intercreditor Agreement is hereby amended by adding
          the words "and the documents and instruments evidencing or relating to
          any such Other Permitted Credit Exposure are referred to herein as the
          "OTHER PERMITTED CREDIT EXPOSURE DOCUMENTS" at the end of the third
          sentence thereof.

     (c)  Recital 13 of the Intercreditor Agreement is hereby amended by adding
          the phrase ", any Domestic Borrower" after the second use of the word
          "Packaging" therein and by adding the phrase "acting in such capacity
          for the benefit of the holders of New Senior Debt" after the use of
          the phrase "New Senior Debt" in the definition of "New Senior Debt
          Representative" therein.

     (d)  Clause (a) of Recital 18 of the Intercreditor Agreement is hereby
          amended to read in its entirety as follows: "The Lender Agent and any
          Other Permitted Credit Exposure Holders secured by the Collateral
          Documents,".

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1.2  APPOINTMENT AS COLLATERAL AGENT. Section 1 of the Intercreditor Agreement
     is hereby amended by deleting the words "and each Other Permitted Credit
     Exposure Holder listed on the signature pages hereof each" after the first
     use of the words "Lender Agent" therein and by adding the the words "Other
     Permitted Credit Exposure Holder," after the first use of the words
     "Interest Rate Exchanger".

1.3  REQUISITE OBLIGEES.

     (a)  The heading of Section 2 of the Intercreditor Agreement is hereby
          amended by replacing the phrase "Other Permitted Credit Exposure
          Guaranties" therein with the phrase "Other Permitted Credit Exposure
          Documents".

     (b)  Section 2(a)(i) of the Intercreditor Agreement is hereby amended by
          adding the words "this Agreement, including" after the first use of
          the words "for purposes of" therein.

     (c)  Section 2(a)(ii)(1)(C) of the Intercreditor Agreement is hereby
          amended to read in its entirety: "(C) in the case of the Collateral
          Documents only (and NOT the Loan Guaranties) the aggregate ---
          outstanding principal amount of the New Senior Debt (to the extent
          such New Senior Debt is then secured by the Domestic Collateral under
          the Collateral Documents), PROVIDED, THAT, the --------- ----
          aggregate principal amount of the New 2002 Senior Notes shall not be
          included in such calculation with respect to any direction to the
          Collateral Agent solely to the extent such direction (a) takes place
          (or is requested) prior to April 1, 2002 and relates to the Pledged
          Collateral (as defined in the Pledge Agreement) under the Pledge
          Agreement, (b) relates to the Excluded Pledged Collateral (as defined
          in the First Amendment to Pledge Agreement of even date herewith), or
          (c) relates to the Excluded Securities Collateral (as defined in the
          First Amendment to Security Agreement of even date herewith), until
          indefeasible payment in full in cash of all Other Permitted Credit
          Exposure secured by the Domestic Collateral, Interest Rate
          Obligations, the Currency Obligations, and all New Senior Debt secured
          by the Domestic Collateral under the Collateral Documents,"

     (d)  Section 2(f) of the Intercreditor Agreement is hereby amended to read
          as follows: "Subject to the application of proceeds pursuant to
          SECTION 3 or SECTION 4, as applicable, Collateral Agent may release
          the Lien of the Collateral Documents against any portion of the
          Domestic Collateral that is the subject of a sale, transfer or other
          disposition permitted by the Credit Agreement, made in connection with
          the Collateral Agent's exercise of remedies under the Domestic
          Collateral Documents or otherwise to the extent approved by the
          Requisite Obligees, including, without limitation, against any portion
          of the Domestic Collateral pledged by a Domestic Borrower or
          Subsidiary Guarantor under the Security Agreement or a Mortgage upon
          the sale, transfer or other disposition of all of the Capital Stock of
          and intercompany indebtedness owing by or to such Domestic Borrower or
          Subsidiary Guarantor or the direct or indirect parent thereof as
          permitted by the Credit Agreement or in connection with the Collateral
          Agent's exercise of remedies under the Collateral Documents. In
          addition,

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          notwithstanding anything to the contrary in any of the Collateral
          Documents, upon release of a guarantor of any New Senior Debt, the
          Lien of the Collateral Documents against any assets or property of
          that guarantor shall no longer secure such New Senior Debt."

1.4  APPLICATION OF PROCEEDS OF SECURITY, LOAN GUARANTY PAYMENTS.

     (a)  Clause "SECOND" of Section 3(a)(i) of the Intercreditor Agreement is
          hereby amended by striking the words "PROVIDED that" and adding the
          following in their place: "PROVIDED, THAT, (a) until April 1, 2002, no
          Proceeds of Domestic Collateral arising from the sale, collection from
          or other realization upon all or any part of the Pledged Collateral
          and (b) no Proceeds of Domestic Collateral arising from the sale,
          collection from or other realization upon all or any part of the
          Excluded Pledged Collateral shall be applied toward payment of
          obligations in respect of the New 2002 Senior Notes (and in each case
          neither the holders of nor representatives for such New 2002 Senior
          Notes shall be entitled to any increased portion of any Proceeds of
          any other Collateral due to such exclusions); PROVIDED, FURTHER, THAT,
          so long as the New Senior Debt Representative for the New 2002 Senior
          Notes has executed and delivered a counterpart or acknowledgment to
          the Intercreditor Agreement acknowledged by Pledgors or Borrowers'
          Agent, then on April 1, 2002, without any further action by the
          Pledgors or Borrowers' Agent, the New Senior Debt Representative or
          any other party to the Pledge Agreement, the Credit Agreement or
          hereto, the exclusion set forth in clause (a), above, shall no longer
          apply; PROVIDED, YET, FURTHER, THAT,".

     (b)  Clause "SECOND" of Section 3(a)(ii) of the Intercreditor Agreement is
          hereby amended by striking the words "PROVIDED that" and adding the
          following in their place: "PROVIDED, THAT, no Proceeds of Domestic
          Collateral arising from the sale, collection from or other realization
          upon all or any part of the Excluded Securities Collateral shall be
          applied toward payment of obligations in respect of the New 2002
          Senior Notes (and neither the holders of nor representatives for such
          New 2002 Senior Notes shall be entitled to any increased portion of
          any Proceeds of any other Collateral due to such exclusion); PROVIDED,
          FURTHER, THAT,".

1.5  ALLOCATION OF PROCEEDS FROM ASSET SALES AND NET INSURANCE CONDEMNATION
     PROCEEDS OF DOMESTIC COLLATERAL, AND NET DEBT SECURITIES PROCEEDS FROM
     RECEIVABLES SALE INDEBTEDNESS.

     (a)  The first sentence of Section 4(a) of the Intercreditor Agreement is
          hereby amended by adding the following to the end thereof: "PROVIDED,
          HOWEVER, Net Asset Sale Proceeds arising from any Excluded Pledged
          Collateral or Excluded Securities Collateral or, until April 1, 2002,
          Pledged Collateral shall in no event be applied to the repayment of
          obligations in respect of the New 2002 Senior Notes (and neither the
          holders nor representatives of such New 2002 Senior Notes shall be
          entitled to any increased portion of any Net Asset Sale Proceeds of
          any other Collateral due to such exclusion)."

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     (b)  The second sentence of Section 4(b) of the Intercreditor Agreement is
          hereby amended to read as follows: "Any such payments received by the
          Collateral Agent directly or pursuant to this SECTION 4(B) shall be
          distributed to the relevant parties, including, if applicable, the New
          Senior Debt Representatives in accordance with Section 4(a) and in the
          manner provided in SECTION 3(C)."

1.6  INFORMATION. Section 5(d) of the Intercreditor Agreement is hereby amended
     to read in its entirety as follows:

          "Each Other Permitted Credit Exposure Holder benefiting from the Loan
     Guaranties and Other Permitted Credit Exposure Documents benefited by this
     Agreement, by executing this Agreement or signing an acknowledgment to this
     Agreement, as the case may be, agrees to promptly from time to time notify
     the Collateral Agent of (i) the aggregate amount of principal and interest
     outstanding with respect to the Other Permitted Credit Exposure to which
     such Other Permitted Credit Exposure Documents relate, whether such amounts
     are fully guarantied by the Loan Guaranties and the amount, if any, then
     due and payable under such Loan Guaranties in respect of such Other
     Permitted Credit Exposure, as at such date as the Collateral Agent may
     specify and (ii) any payment received by such Other Permitted Credit
     Exposure Holder to be applied to the principal of or interest on the
     amounts due with respect to the Other Permitted Credit Exposure and the
     Loan Guaranties. The Other Permitted Credit Exposure Holder shall certify
     as to such amounts and the Collateral Agent shall be entitled to rely
     conclusively upon such certification."

1.7  DISCLAIMERS, INDEMNITY, ETC. Section 7(a) of the Intercreditor Agreement is
     hereby amended by replacing the phrase "Other Permitted Credit Exposure
     Guaranties" therein with the phrase "Other Permitted Credit Exposure
     Documents".

1.8  MISCELLANEOUS. Section 9(b) of the Intercreditor Agreement is hereby
     amended by adding the following to the end thereof: "Notwithstanding
     anything to the contrary contained herein or in the Pledge Agreement, the
     Security Agreement or any Mortgage, neither the written consent of the New
     Senior Debt Representatives nor the holders of any New Senior Debt shall be
     required with respect to amendments, modifications or waivers of this
     Agreement, and the New Senior Debt Representatives and the holders of any
     New Senior Debt authorize the Collateral Agent to make such amendments,
     modifications or waivers to the Collateral Documents (without further
     consent of the New Senior Debt Representatives or the holders of any New
     Senior Debt), and to take such actions, in each case necessary (i) to
     designate Second Priority Secured Obligations, including guarantees
     thereof, as Senior Secured Obligations and to designate the holders of such
     Second Priority Secured Obligations, including guarantees thereof, or the
     representatives thereof as Senior Secured Parties and (ii) to secure Second
     Priority Secured Obligations, including any guarantees thereof, by all
     Domestic Collateral on the same (or lesser) basis as the Obligations under
     the Credit Agreement, including without limitation any amendments,
     modifications or waivers for the purpose of adding appropriate references
     to the holders of such obligations or the representatives thereof in, and
     according such parties the benefits of the provisions hereof or thereof,
     insofar as such amendments,

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     modifications or waivers set forth in (i) and (ii) above are not prohibited
     by the New Senior Debt Documents governing the New Senior Debt."

                                    SECTION 2
                                  MISCELLANEOUS

2.1  REFERENCE TO AND EFFECT ON THE INTERCREDITOR AGREEMENT.

     (a)  On and after the date hereof, each reference in the Intercreditor
          Agreement to "this Agreement", "hereunder", "hereof", "herein" or
          words of like import referring to the Intercreditor Agreement, and
          each reference in the other Loan Documents to the "Intercreditor
          Agreement", "thereunder", "thereof" or words of like import referring
          to the Intercreditor Agreement shall mean and be a reference to the
          Intercreditor Agreement as amended hereby.

     (b)  Except as specifically amended by this Amendment, the Intercreditor
          Agreement shall remain in full force and effect and is hereby ratified
          and confirmed.

2.2  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.

2.3  SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon and inure to
     the benefit of the Collateral Agent, each Secured Party and their
     respective successors and assigns.

2.4  COUNTERPARTS. This Amendment may be executed in any number of counterparts,
     all of which taken together shall constitute one and the same instrument,
     and any of the parties hereto may execute this Agreement by signing any
     such counterpart.

2.5  GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
     ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                            [SIGNATURES ON NEXT PAGE]

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

COLLATERAL AGENT:               BANKERS TRUST COMPANY,
                                as Collateral Agent

                                By:        /s/ MARY JO JOLLY
                                   ----------------------------------
                                Name:      MARY JO JOLLY
                                     --------------------------------
                                Title:     ASSISTANT VICE PRESIDENT
                                      -------------------------------

LENDER AGENT:                   BANKERS TRUST COMPANY,
                                as Lender Agent for the Lenders

                                By:        /s/ MARY JO JOLLY
                                   ----------------------------------
                                Name:      MARY JO JOLLY
                                     --------------------------------
                                Title:     ASSISTANT VICE PRESIDENT
                                      -------------------------------

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     EACH OF THE UNDERSIGNED ENTITIES, by its execution of this Amendment in the
space provided below, HEREBY ACKNOWLEDGES AND AGREES to the provisions of the
Intercreditor Agreement, as amended by this Amendment.

                                ON BEHALF OF EACH ENTITY NAMED ON THE ATTACHED
                                EXHIBIT A, IN THE CAPACITY SET FORTH FOR SUCH
                                ENTITY ON SUCH EXHIBIT A

                                By:        /s/ JEFFREY A. DENKER
                                    ---------------------------------
                                               Jeffrey A. Denker

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                                    EXHIBIT A
                                       TO
                             INTERCREDITOR AGREEMENT

                                                   TITLE OF OFFICER EXECUTING ON
           NAME OF ENTITY                            BEHALF OF SUCH ENTITY
           --------------                          --------------------------

Owens-Illinois Group, Inc.                         Assistant Treasurer

Owens-Brockway Glass Container Inc.                Treasurer

OI General FTS Inc.                                Treasurer

OI Plastic Products FTS Inc.                       Treasurer

O-I Health Care Holding Corp.                      Treasurer

OI General Finance Inc.                            Treasurer

Specialty Packaging Licensing Company              Treasurer

Owens-Illinois Closure Inc.                        Treasurer

Product Design & Engineering, Inc.                 Treasurer

OI Brazil Closure Inc.                             Treasurer

Owens-Illinois Prescription Products Inc.          Treasurer

OI Medical Inc.                                    Treasurer

MARC Industries, Inc.                              Treasurer

OI Medical Holdings Inc.                           Treasurer

Anamed International, Inc.                         Treasurer

Martell Medical Products, Incorporated             Treasurer

Owens-BriGam Medical Company                       Treasurer of each general
                                                    partner

BriGam, Inc.                                       Treasurer

BriGam Medical, Inc.                               Treasurer


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                                                   TITLE OF OFFICER EXECUTING ON
              NAME OF ENTITY                         BEHALF OF SUCH ENTITY
              --------------                       --------------------------

BriGam Ventures, Inc.                              Treasurer

Owens-Brockway Plastic Products Inc.               Treasurer

Owens-Illinois Specialty Products Puerto
Rico, Inc.                                         Treasurer

OI Regioplast STS Inc.                             Treasurer

OI Australia Inc.                                  Treasurer

ACI America Holdings Inc.                          Treasurer

Continental PET Technologies, Inc.                 Treasurer

OI Venezuela Plastic Products Inc.                 Treasurer

OI Castalia STS Inc.                               Treasurer

OI Levis Park STS Inc.                             Treasurer

OI AID STS Inc.                                    Treasurer

Owens-Illinois General Inc.                        Treasurer

O-I Holding Company, Inc.                          Treasurer

Universal Materials, Inc.                          Treasurer

Owens-Brockway Packaging, Inc.                     Treasurer

Brockway Realty Corporation                        Treasurer

Brockway Research, Inc.                            Treasurer

NHW Auburn, LLC                                    Treasurer of its
                                                   sole member

OI Auburn Inc.                                     Treasurer

SeaGate, Inc.                                      Treasurer

SeaGate II, Inc.                                   Treasurer

SeaGate III, Inc.                                  Treasurer

Owens-Brockway Glass Container Trading
Company                                            Treasurer


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                                                   TITLE OF OFFICER EXECUTING ON
              NAME OF ENTITY                         BEHALF OF SUCH ENTITY
              --------------                       --------------------------

OB Cal South Inc.                                  Treasurer

Overseas Finance Company                           Treasurer

OIB Produvisa Inc.                                 Treasurer

OI Consol STS Inc.                                 Treasurer

OI California Containers Inc.                      Treasurer

OI Puerto Rico STS Inc.                            Treasurer

OI Ecuador STS Inc.                                Treasurer

OI Europe & Asia Inc.                              Treasurer

OI Peru STS Inc.                                   Treasurer

OI Poland Inc.                                     Treasurer

OI Hungary Inc.                                    Treasurer

OI International Holdings Inc.                     Treasurer

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