FIRST AMENDMENT TO AMENDED AND RESTATED INTERCREDITOR AGREEMENT

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 Xxxxx-Xxxxxxxx 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, Xxxxx 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 Xxxxxxxxx - 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, Xxxxx-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.

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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/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Managing Director
	Notice Address:
	Deutsche Bank Trust Company Americas
	00 Xxxx 00xx Xxxxxx
	Xxx Xxxx, Xxx Xxxx  00000
	Attention:  Xxxx Xx Xxxxx
	With a copy to:
	Deutsche Bank Trust Company Americas
	000 Xxxxx Xxxxxxxxx Xxxxx
	XX CHI105-2900
	Xxxxxxx, Xxxxxxxx 00000
	Telephone:			(000) 000-0000
	Fax:			(000) 000-0000
	Attention:  Xxxxx Xxxxxx

S-1

	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Managing Director
	Notice Address:
	Deutsche Bank Trust Company Americas
	00 Xxxx 00xx Xxxxxx
	Xxx Xxxx, Xxx Xxxx  00000
	Attention:  Xxxx Xx Xxxxx
	With a copy to:
	Deutsche Bank Trust Company Americas
	000 Xxxxx Xxxxxxxxx Xxxxx
	XX CHI105-2900
	Xxxxxxx, Xxxxxxxx 00000
	Telephone:			(000) 000-0000
	Fax:			(000) 000-0000
	Attention:  Xxxxx Xxxxxx

S-2

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/ Xxxxx X. Xxxxxxx
	Name:		Xxxxx X. Xxxxxxx
	Title:		Vice President

ACI America Holdings, Inc.		OI Plastic Products FTS Inc.
Xxxxxxxx Realty Corporation		OI Poland Inc.
Xxxxxxxx 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.		Xxxxx-Xxxxxxxx Glass Container Inc.
OI Australia Inc.		Xxxxx-Xxxxxxxx Glass Container Trading
OI Brazil Closure Inc.		Company
OI California Containers Inc.		Xxxxx-Xxxxxxxx Packaging, Inc.
OI Castalia STS Inc.		Xxxxx-Xxxxxxxx Plastic Products Inc.
OI Consol STS Inc.		Xxxxx-Illinois Closure Inc.
OI Ecuador STS Inc.		Xxxxx-Illinois General Inc.
OI Europe & Asia Inc.		Xxxxx-Illinois Group Inc.
OI General Finance Inc.		Xxxxx-Illinois Prescription Products Inc.
OI General FTS Inc.		Xxxxx-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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