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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.
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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
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Name: MARY JO JOLLY
--------------------------------
Title: ASSISTANT VICE PRESIDENT
-------------------------------
LENDER AGENT: BANKERS TRUST COMPANY,
as Lender Agent for the Lenders
By: /s/ MARY JO JOLLY
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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
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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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