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EXHIBIT 4.20
FIRST AMENDMENT
TO SECURITY AGREEMENT
DATED AS OF JANUARY 24, 2002
This FIRST AMENDMENT TO SECURITY AGREEMENT (this "AMENDMENT")
is dated as of January 24, 2002 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 with the Company, the "GRANTORS"),
and BANKERS TRUST COMPANY, as Collateral Agent for and representative of the
Lenders, the Interest Rate Exchangers, the Currency Exchangers, the Other
Permitted Credit Exposure Holders and the New Senior Debt Representatives (in
such capacity herein called the "COLLATERAL AGENT"), and is made with reference
to that certain Security Agreement dated as of April 23, 2001 (the "SECURITY
Agreement"), by and among the foregoing parties. Capitalized terms used herein
without definition shall have the same meanings herein as set forth in the
Security Agreement, and, if not defined herein or in the Security Agreement, as
defined in the Credit Agreement (defined below).
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 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
Security Agreement, is referred to herein as the "CREDIT AGREEMENT");
WHEREAS, the Subsidiary Guarantors entered into a Subsidiary
Guaranty of all Obligations as defined in and now or hereafter existing under or
in respect of the Credit Agreement;
WHEREAS, the Domestic Borrowers entered into a Domestic
Borrowers' Guaranty under which each Domestic Borrower guaranteed (i) all
Revolving Loans made to, and related Obligations of, each other Domestic
Borrower; (ii) all Offshore Loans made to, and all other Obligations of, the
Offshore Borrowers; (iii) the Other Lender Guarantied Obligations; and (iv) all
Term Loans made to, and related Obligations of, each other Domestic Borrower;
WHEREAS, the Credit Agreement permits Indebtedness from time
to time issued constituting New Senior Debt to be secured by the Domestic
Collateral (as defined in the Intercreditor Agreement) under the Domestic
Collateral Documents, including the Security Agreement;
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
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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 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 Requisite Obligees, as
applicable, to the Collateral Agent's amendment of the Security Agreement to
eliminate the provision of certain Securities Collateral as security for the New
2002 Senior Notes, which Securities 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
WHEREAS, the parties desire to amend the Security 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 SECURITY AGREEMENT
1.1 RECITALS.
(a) Recital 5 of the Security Agreement is hereby amended by adding
the phrase "acting in such capacity for the benefit of the holders of New Senior
Debt" after the words "New Senior Debt" in the last sentence thereof.
1.2 GRANT OF SECURITY.
(a) The initial paragraph of Section 1 of the Security Agreement is
hereby amended by adding the following parenthetical after the words "Secured
Parties": "(subject to Section 2 below with respect to the New 2002 Senior
Notes)".
(b) The last sentence of Section 1(e)(i) is replaced in its entirety
by the following: "As used herein, "DOMESTIC OBLIGATIONS" means the obligations
of the Domestic Borrowers consisting of Term Loans, Revolving Loans, Letters of
Credit for the account of Domestic Borrowers, the Domestic Overdraft Agreement,
any obligations of any Loan Party under other Loan Documents,
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Other Permitted Credit Exposure Documents and New Senior Debt Documents, and
Interest Rate Obligations and Currency Obligations, in each case which are not
obligations of Offshore Borrowers or any Foreign Subsidiary, and "FOREIGN
OBLIGATIONS" means the obligations of the Offshore Borrowers and their Foreign
Subsidiaries consisting of Offshore Loans, Letters of Credit for the account of
Offshore Borrowers, the Offshore Overdraft Agreements and any obligations under
the other Loan Documents which are not obligations of a domestic entity,
including Grantors (it being understood that the intent of the foregoing
definitions and provisos is to avoid a situation in which a pledge of Foreign
Pledged Shares and a realization on, foreclosure against or recourse to such
Foreign Pledged Shares would constitute an investment of earnings in United
States property under Section 956 (or a successor provision) of the Internal
Revenue Code which would trigger an increase in the gross income of a United
States shareholder of any issuer of Foreign Pledged Shares pursuant to Section
951 (or a successor provision) of the Internal Revenue Code)."
1.3 SECURITY FOR OBLIGATIONS. Section 2 of the Security Agreement is
hereby amended by (i) adding the following after the words "Section 1(e)" in the
first sentence thereof: "and the exclusion set forth below with respect to the
New 2002 Senior Notes"; (ii) adding the following to the end of the first
sentence thereof: "and PROVIDED, FURTHER, THAT, the Securities Collateral
described in clauses (e)(i) and (e)(ii) of the definition thereof (other than
any such Securities Collateral directly owned by or owed to Company or
Packaging)(such Securities Collateral, including, for the avoidance of doubt,
any documents, instruments or certificates evidencing same and any proceeds of
such Securities Collateral being the "EXCLUDED SECURITIES COLLATERAL") shall not
be security for or be assigned or pledged on account of the New 2002 Senior
Notes and such Excluded Securities Collateral shall not be held by Collateral
Agent for the benefit of any holder of, or New Senior Debt Representative with
respect to, such New 2002 Senior Notes"; and (iii) deleting the proviso in the
penultimate sentence thereof in its entirety and replacing it with the
following: "PROVIDED, HOWEVER, that the pledge made and security interest
granted in SECTION 1 and any other provisions of this Agreement shall be
effective as to any obligations in respect of any New Senior Debt or Other
Lender Guarantied Obligations only if the holders of such obligations or their
representatives (A) shall have executed and delivered to the Collateral Agent a
counterpart of the Intercreditor Agreement or an acknowledgment to the
Intercreditor Agreement (in the form attached thereto) and the Borrowers' Agent
has duly executed and delivered an acknowledgement to such acknowledgement and
(B) in the case of Other Lender Guarantied Obligations shall have released, in
form and substance satisfactory to Collateral Agent and Borrowers' Agent,
Holdings from any pre-existing guaranty obligations in connection with such
Other Lender Guaranteed Obligations."
1.4 REMEDIES. The second sentence of Section 16(a) of the Security
Agreement is hereby amended by adding the following to the end thereof: "(the
foregoing limitation, however, shall not apply to Collateral Agent acting in
such capacity)".
1.5 APPLICATION OF PROCEEDS. Clause "SECOND" of Section 18 of the
Security Agreement is hereby amended by adding the word "ratable" before the
phrase "payment of all other Secured Obligations" and striking the words
"PROVIDED that" and adding the following in their place: "PROVIDED, THAT, no
Proceeds received by Collateral Agent in respect of any sale of, 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
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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,"
SECTION 2.
CONDITIONS TO EFFECTIVENESS
2.1 This Amendment shall become effective only upon the satisfaction
of all of
the following conditions precedent (the date of satisfaction of such conditions
being referred to herein as the "FIRST AMENDMENT EFFECTIVE DATE"):
(a) On or before the First Amendment Effective Date, each of the
Grantors shall deliver to Administrative Agent sufficient originally executed
copies, where appropriate, for each Lender and its counsel) the following, each,
unless otherwise noted, dated the First Amendment Effective Date:
(i) Resolutions of its Board of Directors approving and
authorizing the execution, delivery, and performance of this
Amendment, certified as of the First Amendment Effective Date by its
corporate secretary or an assistant secretary as being in full force
and effect without modification or amendment;
(ii) Signature and incumbency certificates of its officers
executing this Amendment; and
(iii) Executed copies of this Amendment.
(b) On or before the First Amendment Effective Date, all
corporate and other proceedings taken or to be taken in connection with the
transactions contemplated hereby and all documents incidental thereto not
previously found acceptable by Administrative Agent, acting on behalf of
Lenders, and its counsel shall be satisfactory in form and substance to
Administrative Agent and such counsel, and Administrative Agent and such counsel
shall have received all such counterpart originals or certified copies of such
documents as Administrative Agent may reasonably request.
SECTION 3.
REPRESENTATIONS AND WARRANTIES
In order to induce Collateral Agent to enter into this
Amendment and to amend the Security Agreement in the manner provided herein,
each of the Grantors represents and warrants to Collateral Agent and each
Secured Party that the following statements are true, correct and complete:
3.1 CORPORATE POWER AND AUTHORITY. Company and each Subsidiary
Grantor has all requisite corporate power and authority to enter into this
Amendment and to carry out the transactions contemplated by, and perform its
obligations under, the Security Agreement as amended by this Amendment (the
"AMENDED AGREEMENT").
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3.2 AUTHORIZATION OF AGREEMENTS. The execution and delivery of this
Amendment and the performance of the Amended Agreement have been duly authorized
by all necessary corporate action on the part of each Grantor.
3.3 NO CONFLICT. The execution and delivery by Company and each
Subsidiary Grantor of this Amendment and the performance by same of the Amended
Agreement do not and will not (i) violate any provision of any law or any
governmental rule or regulation applicable to Company or any of its
Subsidiaries, the Certificate or Articles of Incorporation or Bylaws of Company
or any of its Subsidiaries or any order, judgment or decree of any court or
other agency of government binding on Company or any of its Subsidiaries, (ii)
conflict with, result in a material breach of or constitute (with due notice or
lapse of time or both) a material default under any Contractual Obligation of
Company or any of its Subsidiaries, (iii) result in or require the creation or
imposition of any Lien upon any of the properties or assets of Company or any of
its Subsidiaries (other than Liens in favor of the Collateral Agent), or (iv)
require any approval of stockholders or any approval or consent of any Person
under any Contractual Obligation of Company or any of its Subsidiaries, other
than those approvals and consents which have been obtained.
3.4 GOVERNMENTAL CONSENTS. The execution and delivery by each Grantor
of this Amendment and the performance by each Grantor of the Amended Agreement
do not and will not require any registration with, consent or approval of, or
notice to, or other action to, with or by, any federal, state or other
governmental authority or regulatory body, except for filings, consents or
notices that have been or will be made or obtained during the period in which
they are required to be obtained or made.
3.5 BINDING OBLIGATION. This Amendment and the Amended Agreement have
been duly executed and delivered by each Grantor and are the legally valid and
binding obligations of each Grantor, enforceable against each Grantor in
accordance with their respective terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or limiting
creditors' rights generally or by equitable principles relating to
enforceability.
3.6 INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM SECURITY
AGREEMENT. The representations and warranties contained in Section 4 of the
Security Agreement are and will be true, correct and complete in all material
respects on and as of the First Amendment Effective Date to the same extent as
though made on and as of that date, except to the extent such representations
and warranties specifically relate to an earlier date, in which case they were
true, correct and complete in all material respects on and as of such earlier
date.
3.7 ABSENCE OF DEFAULT. No event has occurred and is continuing or
will result from the consummation of the transactions contemplated by this
Amendment that would constitute an Event of Default or a Potential Event of
Default.
SECTION 4.
MISCELLANEOUS
4.1 REFERENCE TO AND EFFECT ON THE SECURITY AGREEMENT AND THE OTHER
LOAN DOCUMENTS.
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(a) On and after the First Amendment Effective Date, 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 Amended Agreement.
(b) Except as specifically amended by this Amendment, the
Security Agreement and the other Loan Documents shall remain in full force and
effect and are hereby ratified and confirmed.
(c) The execution, delivery and performance of this Amendment
shall not, except as expressly provided herein, constitute a waiver of any
provision of, or operate as a waiver of any right, power or remedy of
Administrative Agent, Collateral Agent or any other Agent or any Lender under,
the Security Agreement or any of the other Loan Documents.
4.2 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.
4.3 APPLICABLE LAW. THIS 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 UNDER THE
SECURITY AGREEMENT, OR REMEDIES THEREUNDER, IN RESPECT OF ANY PARTICULAR
COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF
NEW YORK.
4.4 COUNTERPARTS. This Amendment may be executed in any number of
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. Delivery of an executed counterpart of a signature page of
this amendment by telecopy shall be effective as delivery of a manually executed
counterpart of this Amendment.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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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.
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
BANKERS TRUST COMPANY,
AS COLLATERAL AGENT
BY: /s/ Mary Jo Jolly
-----------------------------------
NAME: Mary Jo Jolly
TITLE: Assistant Vice President
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EXHIBIT A
TO
FIRST AMENDMENT TO SECURITY AGREEMENT
TITLE OF OFFICER EXECUTING ON
NAME OF ENTITY BEHALF OF SUCH ENTITY
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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