exv4w2






Exhibit 4.2




EXECUTION COPY




               REAFFIRMATION AGREEMENT dated as of October 28, 2009 (as amended, supplemented or otherwise
modified from time to time, this “Agreement”), among LIBBEY GLASS INC., a Delaware
corporation (the “Company” or “Libbey Glass”), LIBBEY, INC. (“Parent”),
the SUBSIDIARY GUARANTORS identified on Schedule A hereto (collectively, together with Libbey Glass
and Parent, the “Reaffirming Parties”) and MERRILL LYNCH PCG, INC., as holder (the
“Initial Holder”) of the notes issued pursuant to the Indenture referred to below.



               WHEREAS, the Company, the Parent and certain Subsidiaries of the Company entered into that
certain Indenture, dated as of June 16, 2006 (the “Original Indenture”), pursuant to which
the Company issued, and the Parent and Subsidiary Guarantors guarantied, the Senior Subordinated
Pay-In-Kind Notes due 2011 (the “Original Notes”) to the Initial Holder;



               WHEREAS, each of the Reaffirming Parties and the Initial Holder are parties to one or more
Securities Documents, including without limitation, that certain Note Pledge and Security
Agreement, dated as of June 16, 2006 (as amended, restated, supplemented or otherwise modified from
time to time, the “Security Agreement”);



               WHEREAS, contemporaneously herewith, the Company, the Parent, the Subsidiary Guarantors and
the Initial Holder entered into the Amended and Restated Indenture, dated as of October 28, 2009
(as may be amended, restated, supplemented or otherwise modified from time to time, the
“Indenture”) which amends and otherwise modifies the Original Indenture;



               WHEREAS, contemporaneously herewith, the Company issued to the Initial Holder the Senior
Subordinated Secured Notes due 2021 (as the same may be amended, restated, supplemented or
otherwise modified from time to time, the “Notes”) which amend and otherwise modify the
Original Notes pursuant to the Indenture;



               WHEREAS, each Reaffirming Party expects to realize, or has realized, substantial direct and
indirect benefits as a result of the occurrence of the Issue Date; and



               WHEREAS, the execution and delivery of this Agreement is a condition precedent to the
occurrence of the Issue Date.



               NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:



ARTICLE I




Reaffirmation




               SECTION 1.01. Defined Terms. Capitalized terms used and not defined herein have the
meanings given to them in the Indenture.



 









 





               SECTION
1.02. Reaffirmation. (a) Each Reaffirming Party hereby (i) consents to the
Indenture and the issuance of the Notes thereunder, in each case amending and restating the
Original Indenture and the Original Notes, respectively, and (ii) confirms its respective grants of
security interests under each of the Securities Documents to which it is party, and agrees that,
notwithstanding the occurrence of the Issue Date, such grants of security interests shall continue
to be in full force and effect and shall accrue to the benefit of the Initial Holder. Each
Reaffirming Party further agrees to take any action that may be required or that is reasonably
requested by the Initial Holder to ensure compliance with Sections 3.13, 3.19, 12.3 and 12.4 of the
Indenture and hereby reaffirms its obligations under each similar provision of each of the
Securities Documents to which it is party.



               (b) As security for the payment or performance, as the case may be, in full of (i) the
obligations under the Indenture (including the guarantee of the Company’s obligations incurred
under the Notes), and (ii) the other Secured Obligations (as defined in the Security Agreement),
each Reaffirming Party hereby grants to the Initial Holder, a security interest in, all right,
title or interest now owned or at any time hereafter acquired by such Reaffirming Party in, or in
which such Reaffirming Party now has or at any time in the future may acquire any right, title or
interest in, the Collateral.



               (c) Each Reaffirming Party hereby authorizes the Initial Holder at any time and from time to
time to file in any Uniform Commercial Code jurisdiction any initial financing statements
(including fixture filings) and amendments thereto without the signature of such Reaffirming Party
in such form and in such filing offices as the Initial Holder reasonably determines, that contain
the information required by Article 9 of the Uniform Commercial Code of each applicable
jurisdiction for the filing of any financing statement or amendment, including (i) whether the
Reaffirming Party is an organization, the type of organization and any organizational
identification number issued to the Reaffirming Party and (ii) in the case of a financing statement
filed as a fixture filing, a sufficient description of the real property to which such Collateral
relates. The Reaffirming Party agrees to provide all information necessary or desirable for such
financing statements to the Initial Holder promptly upon request. In addition, each Reaffirming
Party hereby authorizes and agrees that such financing statements may describe the Collateral in
the same manner as described herein or may contain an indication or description of collateral that
describes such property in any other manner as the Initial Holder may determine, in its sole
discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in
the Collateral granted to the Initial Holder in any of the Securities Documents, including, without
limitation, describing such property as “all assets now owned or hereafter acquired” or “all
personal property now owned or hereafter acquired”.



               Section 1.03 Amendment. On and after the Issue Date:



               (a) Each reference in each of the Securities Documents to the “Indenture”, “thereunder”,
“thereof”, “therein” or words of like import shall mean and be a reference to the Indenture as such
agreement may be amended, amended and restated, modified or supplemented and in effect from time to
time.



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               (b) The definition of any term defined in any of the Securities Documents by reference to the
terms defined in the Original Indenture shall be amended to be defined by reference to the defined
term in the Indenture, as the same may be amended, amended and restated, modified or supplemented
and in effect from time to time.



ARTICLE II




Representations and Warranties




               Each Reaffirming Party hereby represents and warrants, which representations and warranties
shall survive execution and delivery of this Agreement, as follows:



               SECTION 2.01. Organization. Such Reaffirming Party is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its organization.



               SECTION 2.02. Authority; Enforceability. Such Reaffirming Party has the power and
authority to execute, deliver and carry out the terms and provisions of this Agreement and has
taken all necessary action to authorize the execution, delivery and performance by it of this
Agreement. Such Reaffirming Party has duly executed and delivered this Agreement, and this
Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance
with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other
laws affecting creditors’ rights generally and subject to general principles of equity, regardless
of whether considered in a proceeding in equity or at law.



               SECTION 2.03. Securities Documents. The representations and warranties of such
Reaffirming Party contained in each Securities Document are true and correct with the same effect
as though made on the date hereof, except to the extent that such representations and warranties
expressly relate to an earlier date (in which case such representations and warranties were true
and correct as of such earlier date).



ARTICLE III




Miscellaneous




               SECTION 3.01. Notices. All notices hereunder shall be given in accordance with
Section 13.2 of the Indenture.



               SECTION 3.02. Collateral Document. This Agreement is a Collateral Document executed
pursuant to the Indenture and shall (unless otherwise expressly indicated herein) be construed,
administered and applied in accordance with the terms and provisions thereof.



               SECTION 3.03. Effectiveness; Counterparts. This Agreement shall become effective on
the date on which both (a) the Issue Date shall have occurred and (b) the Initial Holder shall have
received copies hereof which, when taken together, bear the



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signatures of each Reaffirming Party
and the Initial Holder. This Agreement may not be amended nor may any provision hereof be waived
except pursuant to a writing signed by each of the parties hereto. This Agreement may be executed
in one or more counterparts, each of which shall constitute an original but all of which when taken
together shall constitute but one contract. Delivery of an executed counterpart of a signature
page of this Agreement by facsimile or other electronic imaging means shall be effective as
delivery of a manually executed counterpart of this Agreement.




               SECTION 3.04. No Novation. This Agreement shall not extinguish the obligations for
the payment of money outstanding under the Indenture or discharge or release the priority of any
Securities Document or any other security therefor. Nothing herein contained shall be construed as
a substitution or novation of the obligations outstanding under the Indenture or instruments
securing the same, which shall remain in full force and effect, except to any extent modified
hereby or by instruments executed concurrently herewith. Nothing implied in this Agreement or in
any other document contemplated hereby shall be construed as a release or other discharge of the
Company, Parent or any Subsidiary Guarantor under any Securities Document from any of its
obligations and liabilities under the Indenture or the other Securities Documents. Each of the
Indenture and the other Securities Documents shall remain in full force and effect, until (as
applicable) and except to any extent modified hereby or in connection herewith.



               SECTION 3.05. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.



               SECTION 3.06. No Other Amendments; Confirmation. Except as expressly set forth
herein, no other amendments to any Securities Document are intended hereby and all other provisions
of the Securities Documents are and shall remain in full force and effect.



               SECTION 3.07. Expenses. The Company agrees to reimburse the Initial Holder for its
out-of-pocket expenses in connection with this Agreement, including the fees, charges and
disbursements of Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Initial Holder.



[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]





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               IN WITNESS WHEREOF, each Reaffirming Party and the Initial Holder have caused this
Agreement to be duly executed by their respective officers as of the date first above written.



	 	 	 	 	 
	 	LIBBEY GLASS INC., as a Reaffirming Party

 	 
	 	By:  	/s/ Susan A. Kovach
 	 
	 	 	Name:  	Susan A. Kovach 	 
	 	 	Title:  	VP, General Counsel & Secretary 	 
	 
	 	LIBBEY, INC., as a Reaffirming Party,

 	 
	 	By:  	/s/ Gregory T. Geswein
 	 
	 	 	Name:  	Gregory T. Geswein 	 
	 	 	Title:  	VP, Chief Financial Officer 	 
	 
	 	LGA3 Corp., as a Reaffirming Party,

 	 
	 	By:  	/s/ Susan A. Kovach
 	 
	 	 	Name:  	Susan A. Kovach 	 
	 	 	Title:  	VP, General Counsel & Secretary 	 
	 
	 	THE DRUMMOND GLASS COMPANY, as a 

Reaffirming Party,

 	 
	 	By:  	/s/ Susan A. Kovach
 	 
	 	 	Name:  	Susan A. Kovach 	 
	 	 	Title:  	VP, General Counsel & Secretary 	 
	 
	 	LGA4 Corp., as a Reaffirming Party,

 	 
	 	By:  	/s/ Susan A. Kovach
 	 
	 	 	Name:  	Susan A. Kovach 	 
	 	 	Title:  	VP, General Counsel & Secretary 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	



SYRACUSE CHINA COMPANY, as a 

Reaffirming Party,

 	 
	 	By:  	/s/ Susan A. Kovach
 	 
	 	 	Name:  	Susan A. Kovach 	 
	 	 	Title:  	VP, General Counsel & Secretary 	 
	 
	 	LGFS INC., as a Reaffirming Party,

 	 
	 	By:  	/s/ Susan A. Kovach
 	 
	 	 	Name:  	Susan A. Kovach 	 
	 	 	Title:  	VP, General Counsel & Secretary 	 
	 
	 	WORLD TABLEWARE INC., as a Reaffirming Party,

 	 
	 	By:  	/s/ Susan A. Kovach
 	 
	 	 	Name:  	Susan A. Kovach 	 
	 	 	Title:  	VP, General Counsel & Secretary 	 
	 
	 	TRAEX COMPANY, as a Reaffirming Party,

 	 
	 	By:  	/s/ Susan A. Kovach
 	 
	 	 	Name:  	Susan A. Kovach 	 
	 	 	Title:  	VP, General Counsel & Secretary 	 
	 
	 	LGC CORP., as a Reaffirming Party,

 	 
	 	By:  	
/s/ Susan A. Kovach
 	 
	 	 	Name:  	Susan A. Kovach 	 
	 	 	Title:  	VP, General Counsel & Secretary 	 
	 
	 	LGAC LLC, as a Reaffirming Party,

 	 
	 	By:  	
/s/ Susan A. Kovach
 	 
	 	 	Name:  	Susan A. Kovach 	 
	 	 	Title:  	VP, General Counsel & Secretary 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	LIBBY.COM LLC, as a Reaffirming Party,

 	 
	 	By:  	/s/ Susan A. Kovach
 	 
	 	 	Name:  	Susan A. Kovach 	 
	 	 	Title:  	VP, General Counsel & Secretary 	 
	 
	 	CRISA INDUSTRIAL L.L.C., as a Reaffirming Party,

 	 
	 	By:  	/s/ Susan A. Kovach
 	 
	 	 	Name:  	Susan A. Kovach 	 
	 	 	Title:  	VP, General Counsel & Secretary 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	MERRILL LYNCH PCG, INC., as Initial Holder,

 	 
	 	By:  	/s/ Gerard M. Haugh
 	 
	 	 	Name:  	Gerard M. Haugh 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



SCHEDULE A

To the Reaffirmation Agreement




SUBSIDIARY GUARANTORS



LGA3 Corp.

The Drummond Glass Company

LGA4 Corp.

Syracuse China Company

LGFS Inc.

World Tableware Inc.

Traex Company

LGC Corp.

LGAC LLC

LIBBEY.COM LLC

Crisa Industrial L.L.C.