Exhibit
4.3


 


FIRST
AMENDMENT TO


AMENDED
AND RESTATED PLEDGE AGREEMENT


 


This FIRST AMENDMENT TO AMENDED AND RESTATED PLEDGE AGREEMENT
(“First Amendment”) is dated as of March 15, 2004 between
OWENS-ILLINOIS GROUP, INC., a Delaware corporation (“Company”), and OWENS-BROCKWAY
PACKAGING, INC., a Delaware corporation (“Packaging”) (each a “Pledgor” and collectively, the “Pledgors”), and DEUTSCHE BANK
TRUST COMPANY AMERICAS  (“DB” or the “Collateral Agent”), as Collateral Agent for
and representative of  the Lenders (as
hereinafter defined), the Interest Rate Exchangers (as defined in the Pledge
Agreement), the Currency Exchangers (as defined in the Pledge Agreement), the Existing Holdings Senior Notes Trustees,
the Other Permitted Credit Exposure Holders (as defined in the Pledge
Agreement), the New Senior Debt Representatives (as defined in the Pledge
Agreement) including the trustees for the several series of Existing
Owens-Brockway Senior Secured Notes, the Existing Owens-Brockway Senior Secured Notes Trustees, the
Refinancing Senior Debt Representatives (as defined in the Pledge Agreement)
and the New Junior Debt Representatives (as defined in the Pledge Agreement),
and is made with reference to that Amended and Restated Pledge Agreement dated
as of June 13, 2003 (the “Pledge 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 Pledge 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,
Owens-Illinois General Inc., a Delaware corporation, 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, 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:


 


ARTICLE I.  AMENDMENTS


 


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


 


(b)                                 Initially
capitalized terms used in the Pledge Agreement without definition shall have
the meanings set forth for such terms in the Second Amended and Restated Credit
Agreement, including without limitation, “Obligations” 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 Pledge Agreement to “this Agreement”,
“hereunder”, “hereof”, “herein” or words of like import referring to the Pledge
Agreement, and each reference in the other Loan Documents to the “Pledge
Agreement”, “thereunder”, “thereof” or words of like import referring to the
Pledge Agreement shall mean and be a reference to the Pledge 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, EXCEPT TO THE EXTENT THAT THE UCC  PROVIDES THAT THE PERFECTION
OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY
PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE
STATE OF NEW YORK.


 


2

















 


IN WITNESS WHEREOF,
the Pledgors have caused this First Amendment to be duly executed and delivered
by its officer thereunto duly authorized as of the date first above written.


 


	
   

  	
  Pledgor

  
	
   

  	
   

  
	
   

  	
  OWENS-ILLINOIS GROUP, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James W. Baehren

  	
   

  
	
   

  	
  Name:

  	
  James W. Baehren

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Notice Address:

  
	
   

  	
   

  
	
   

  	
  One Seagate

  
	
   

  	
  Toledo, Ohio  43666

  
	
   

  	
  Attention:  Treasurer

  
	
   

  	
   

  
	
   

  	
  Pledgor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  OWENS-BROCKWAY
  PACKAGING, INC.

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ James W. Baehren

  	
   

  
	
   

  	
  Name

  	
  James W. Baehren

  	
   

  
	
   

  	
  Title

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice Address:

  
	
   

  	
  One Seagate

  
	
   

  	
  Toledo, Ohio  43666

  
	
   

  	
  Attention:  Treasurer

  
										



 


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  Collateral Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  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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For purposes of
evidencing the consent of the Lender Agent (on behalf and at the direction of
the Requisite Lenders) to the foregoing amendment:


 


 


	
   

  	
  DEUTSCHE BANK TRUST COMPANY

  AMERICAS, as Lender Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Vicki Floyd

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Vicki Floyd

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
					



 


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