Exhibit
4.2


 


FIRST AMENDMENT TO

AMENDED AND RESTATED INTERCREDITOR AGREEMENT


 


This FIRST AMENDMENT TO AMENDED AND RESTATED INTERCREDITOR
AGREEMENT (the “First Amendment”) is dated as of March 15, 2004
among DEUTSCHE BANK TRUST COMPANY
AMERICAS (f/k/a Bankers Trust Company) (“DB”), as administrative
agent (the “Lender Agent”)
for the lenders (the “Lenders”)
party to the Credit Agreement, DB, as Collateral Agent, pursuant to
Section 9(b) of that Amended and Restated Intercreditor Agreement dated as
of June 13, 2003 (the “Intercreditor 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 Intercreditor 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 Group, 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.


 


WHEREAS, the Requisite
Obligees (as defined in the Intercreditor Agreement) have consented in writing
to this First Amendment.


 


WHEREAS, after the
execution of the Second Amended and Restated Credit Agreement, the Lenders have
agreed to extend certain Tranche C and Tranche D Term Loans to certain
Borrowers thereunder.


 


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


 


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ARTICLE I.  AMENDMENTS TO DEFINITIONS


 


(a)                                  All
of the references in the Intercreditor 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 Intercreditor Agreement without definition shall
have the meanings set forth for such terms in the Second Amended and Restated
Credit Agreement, including without limitation, “Obligations,” “Loans,” and
“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 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 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.


 


[remainder of page
intentionally left blank]


 


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IN WITNESS WHEREOF,
the parties hereto have caused this First Amendment to be duly executed as of
the day and year first above written.


 


	
   

  	
  DEUTSCHE BANK TRUST COMPANY AMERICAS,

  
	
   

  	
  as Lender Agent for the
  Lenders

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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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  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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The undersigned, by its
execution of this Acknowledgment to the First Amendment to Amended and Restated
Intercreditor Agreement, in the space provided below, hereby acknowledges and
agrees to the foregoing provisions of this First Amendment.


 


	
   

  	
  On behalf of each entity listed below

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James W. Baehren

  	
   

  
	
   

  	
  Name:

  	
  James W. Baehren

  
	
   

  	
  Title:

  	
  Vice President

  
					



 


	
  ACI America Holdings,
  Inc.

  	
   

  	
  OI Plastic Products FTS
  Inc.

  
	
  Brockway Realty
  Corporation

  	
   

  	
  OI Poland Inc.

  
	
  Brockway Research, Inc.

  	
   

  	
  OI Puerto Rico STS Inc.

  
	
  Continental PET
  Technologies, Inc.

  	
   

  	
  OI Regioplast STS Inc.

  
	
  NHW Auburn, LLC

  	
   

  	
  OI Venezuela Plastic
  Products Inc.

  
	
  OB Cal South Inc.

  	
   

  	
  OIB Produvisa Inc.

  
	
  OI AID STS Inc.

  	
   

  	
  Overseas Finance Co.

  
	
  OI Auburn Inc.

  	
   

  	
  Owens-Brockway Glass
  Container Inc.

  
	
  OI Australia Inc.

  	
   

  	
  Owens-Brockway Glass
  Container Trading

  
	
  OI Brazil Closure Inc.

  	
   

  	
  Company

  
	
  OI California
  Containers Inc.

  	
   

  	
  Owens-Brockway
  Packaging, Inc.

  
	
  OI Castalia STS Inc.

  	
   

  	
  Owens-Brockway Plastic
  Products Inc.

  
	
  OI Consol STS Inc.

  	
   

  	
  Owens-Illinois Closure
  Inc.

  
	
  OI Ecuador STS Inc.

  	
   

  	
  Owens-Illinois General
  Inc.

  
	
  OI Europe & Asia
  Inc.

  	
   

  	
  Owens-Illinois Group
  Inc.

  
	
  OI General Finance Inc.

  	
   

  	
  Owens-Illinois
  Prescription Products Inc.

  
	
  OI General FTS Inc.

  	
   

  	
  Owens-Illinois
  Specialty Products Puerto Rico, Inc.

  
	
  O-I Health Care Holding
  Corp.

  	
   

  	
  Product Design &
  Engineering, Inc.

  
	
  OI Holding Company,
  Inc.

  	
   

  	
  Seagate, Inc.

  
	
  OI Hungary Inc.

  	
   

  	
  Seagate II, Inc.

  
	
  OI International
  Holdings Inc.

  	
   

  	
  Seagate III, Inc.

  
	
  OI Levis Park STS Inc.

  	
   

  	
  Specialty Packaging
  Licensing Company

  
	
  OI Medical Inc.

  	
   

  	
  Universal Materials,
  Inc.

  
	
  OI Peru STS Inc.

  	
   

  	
   

  



 


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