Exhibit
4.4


 


FIRST AMENDMENT TO


AMENDED AND RESTATED SECURITY
AGREEMENT


 


This FIRST AMENDMENT TO AMENDED AND RESTATED SECURITY
AGREEMENT (the “First
Amendment”) is dated as of
March 15, 2004 and entered into by and among OWENS-ILLINOIS GROUP, INC.,  a Delaware corporation (“Company”), each of THE  UNDERSIGNED
DIRECT AND INDIRECT SUBSIDIARIES of Company (each of such undersigned
Subsidiaries being a “Subsidiary Grantor” and collectively “Subsidiary Grantors”) and each ADDITIONAL GRANTOR that
may become a party hereto after the date hereof in accordance with Section
22 of the Security Agreement (each of the Company, each Subsidiary Grantor,
and each Additional Grantor being a “Grantor” and collectively the “Grantors”),
and DEUTSCHE BANK TRUST COMPANY
AMERICAS (the “Collateral
Agent”), as Collateral Agent for and representative of the lenders (“Lenders”) party to the Credit Agreement referred to below, the Interest
Rate Exchangers, the Currency Exchangers, the Other Permitted Credit Exposure
Holders (all as defined in the Security Agreement), U.S. Bank National
Association, as trustee for the holders of each of the several series of
Existing Owens-Brockway Senior Secured Notes, and the other New Senior Debt
Representatives (as defined in the Security Agreement), and is made with
reference to that Amended and Restated Security Agreement dated as of June 13,
2003 (the “Security Agreement”), by and among the parties hereto.  All terms used but not otherwise defined
herein shall have the meanings ascribed to them in the Second Amended and
Restated Credit Agreement (as defined below).


 


R E C I T A L S


 


WHEREAS,  the
parties hereto executed the Security Agreement in connection with the First
Amended and Restated Credit Agreement.


 


WHEREAS, concurrently
herewith the First Amended and Restated Credit Agreement is being amended and
restated in its entirety pursuant to that certain Second Amended and Restated
Secured Credit Agreement dated as of March 15, 2004 (as amended, amended and
restated, supplemented or otherwise modified from time to time, the “Second
Amended and Restated Credit Agreement”) among Owens-Brockway Glass
Container Inc., a Delaware corporation, OI Plastic Products FTS Inc., a
Delaware corporation, United Glass Limited, a limited liability company
incorporated under the laws of England and Wales, Owens Illinois (Australia)
Pty Limited, a limited liability company organized under the laws of Australia,
ACI Operations Pty Limited, a limited liability company organized under the
laws of Australia, Aziende Vetrarie Industriali Ricciardi - AVIR S.p.A., a
joint stock company organized under the laws of Italy, O-I Canada Corp., a Nova
Scotia corporation, from and after the BSN Acquisition Closing Date, BSN
Glasspack, S.A., a French société anonyme, Owens-Illinois General, Inc., a
Delaware corporation, the Administrative Agent, the Lenders, Joint Lead
Arrangers, Joint Book Managers, Co-Syndication Agents, Co-Documentation Agents,
Senior Managing Agents and other agents named therein.


 


WHEREAS, execution and
delivery of this First Amendment is a condition to the effectiveness of the
Second Amended and Restated Credit Agreement.


 

















 


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


 


ARTICLE I.  AMENDMENTS


 


(a)           All of the references in the Security
Agreement to the “Credit Agreement” are hereby deemed to be references to the
Second Amended and Restated Credit Agreement.


 


(b)           Initially capitalized terms used in
the Security Agreement without definition shall have the meanings set forth for
such terms in the Second Amended and Restated Credit Agreement, including
without limitation, “Commitments.”


 


ARTICLE II.  COUNTERPARTS


 


This First Amendment may
be executed in one or more 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.


 


ARTICLE III.  REFERENCE TO AND EFFECT ON THE SECOND
AMENDED AND

RESTATED CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS


 


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


 


ARTICLE IV.  GOVERNING LAW


 


THIS FIRST 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.


 


ARTICLE VI.  ACKNOWLEDGEMENT AND CONSENT


 


Each of the guarantors
listed on Schedule A attached hereto (each, a “Guarantor”) hereby
acknowledges and agrees that any of the Guaranties or Collateral Documents
(each, a “Credit Support Document”) to which it is a party or otherwise
bound shall continue in full force and effect and that all of its obligations
thereunder shall be valid and enforceable and shall not be impaired or limited
by the execution or effectiveness of the Second Amended and Restated Credit
Agreement.  Each Guarantor represents
and warrants that all representations and warranties contained in the Credit
Support Documents to which it is a party or otherwise bound are true, correct
and complete in all material respects on and as of the effective date of this


 

















 


Amendment to the
same extent as though made on and as of that date, in which case they were
true, correct and complete in all material respects on and as of such earlier
date.


 


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intentionally left blank]


 

















 


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


 


	
   

  	
  On behalf of each entity named on Schedule A annexed
  hereto, in the capacity set forth for such entity on such Schedule A

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James W. Baehren

  
	
   

  	
   

  	
  Name:

  	
  James W. Baehren

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


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  DEUTSCHE BANK TRUST COMPANY AMERICAS,

  
	
   

  	
  as Collateral Agent

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Vicki
  Floyd

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Vicki Floyd

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice
  Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Deutsche Bank Trust
  Company Americas

  
	
   

  	
   

  	
  31 West 52nd Street

  
	
   

  	
   

  	
  New York, New
  York 10019

  
	
   

  	
   

  	
  Attention:  Mary Jo Jolly

  
	
   

  	
   

  	
   

  
	
   

  	
  With a
  copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Deutsche Bank Trust
  Company Americas

  
	
   

  	
   

  	
  222 South Riverside
  Plaza

  
	
   

  	
   

  	
  MS CHI105-2900

  
	
   

  	
   

  	
  Chicago, Illinois 60606

  
	
   

  	
   

  	
  Telephone:

  	
  (213) 620-8465

  
	
   

  	
   

  	
  Fax:

  	
  (213) 620-8484

  
	
   

  	
   

  	
  Attention:  Marla Heller

  
							



 


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