exv4w3






Exhibit 4.3




SERIES I WARRANT




 




THE SECURITIES REPRESENTED BY THIS CERTIFICATE (OR INSTRUMENT) HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, OR
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID
ACT OR PURSUANT TO AN EXEMPTION UNDER SAID ACT.



 





Libbey Inc.




Warrant for the Purchase of Common Stock




	 	 	 	 	 
	No. 1

	 	 	 	Warrant to Purchase 3,466,856 Shares of
Common Stock







                    FOR VALUE RECEIVED, Libbey Inc. (the “Company”), a Delaware corporation, hereby
certifies that MERRILL LYNCH PCG, INC., or each of its registered assignees or transferees (any
such Person, a “Holder”) is entitled, subject to the provisions of this Warrant, to
purchase from the Company, at any time or from time to time during the Exercise Period (as
hereinafter defined), an aggregate of 3,466,856 fully paid and nonassessable Warrant Shares (as
hereinafter defined) at a purchase price per Warrant Share equal to the Exercise Price (as
hereinafter defined). The aggregate number of Warrant Shares to be received upon the exercise of
this Warrant is subject to adjustment from time to time as hereinafter set forth.



 









 






                    Section 1. Definitions. Terms defined in the Debt Exchange Agreement dated as of
October 28, 2009 between the Company, Libbey Glass Inc. and the Holder (the “Debt Exchange
Agreement”), unless otherwise defined herein are used herein as therein defined. The following
additional terms, as used herein, have the following respective meanings:




                    “Additional Shares” means Common Stock other than Warrant Shares.




                    “Affiliate” of any Person means any other Person which directly, or indirectly through one or
more intermediaries, controls, or is controlled by, or is under common control with, such Person.
The term “control” (including the terms “controlling,” “controlled by” and “under common control
with”) as used with respect to any Person means the possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.




                    “Appraiser” has the meaning set forth in Section 7(d)(iii).




                    “Business Day” means any day, except a Saturday, Sunday or legal holiday on which banking
institutions in The City of New York are authorized or obligated by law or executive order to
close.




                    “Cap” has the meaning set forth in Section 2(b).




                    “Common Stock” means the common stock of the Company, par value $0.01 per share and any shares
into which such Common Stock may thereafter be converted or changed.




                    “Credit Agreement” means the Credit Agreement, dated as of June 16, 2006, among Libbey Glass
Inc. and Libbey Europe B.V., the Company, the other loan parties thereto, the lenders party
thereto, JPMorgan Chase Bank, N.A. as administrative agent, LaSalle Bank Midwest National
Association, Wells Fargo Foothill, LLC and Fifth Third Bank.




                    “Current Market Price” means for Common Stock the current market price of such Common Stock as
determined in accordance with Section 7(c).




                    “Debt Exchange Agreement” has the meaning set forth in the introductory paragraph of Section
1.




                    “Exercise Period” means the period from and including the date hereof to and including 5:00
p.m. (New York City time) on October 28, 2019 (or if such day is not a Business Day, the next
succeeding Business Day).




                    “Exercise Price” means, with respect to any Warrant Share, an amount equal to $0.01 per share
for such Warrant Share.



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                    “Floating Rate Notes” has the meaning set forth in Section 2(b).




                    “Person” means any individual, sole proprietorship, partnership, limited liability company,
joint venture, trust, incorporated organization, association, corporation, institution, public
benefit corporation, entity or government (whether federal, state, county, city, municipal or
otherwise, including, without limitation, any instrumentality, division, agency, body or department
thereof).




                    “Volume Weighted Average Price” with respect to any share Common Stock on any Business Day
shall mean the volume weighted average price on the OTC Bulletin Board (or the principal securities
exchange upon which the Common Stock is then traded), from 9:30 a.m. to 4:00 p.m. (New York City
time) on that Business Day as displayed by Bloomberg.




                    “Warrant Shares” means the Common Stock of the Company deliverable upon exercise of this
Warrant, as adjusted from time to time.




                    Section 2. Exercise of Warrant. (a) Subject to the terms set forth in clause (b)
below, this Warrant may be exercised in whole or in part, at any time or from time to time, during
the Exercise Period, by presentation and surrender hereof to the Company at its principal office at
the address set forth on the signature page hereof (or at such other address as the Company may
hereafter notify the Holders in writing), with the Purchase Form annexed hereto duly executed and
accompanied by proper payment of that portion of the Exercise Price represented by the number of
Warrant Shares specified in such form being exercised. Such payment may be made, at the option of
the Holders, either (i) by cash, check payable to the order of the Company or wire transfer in an
amount equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to
which this Warrant is being exercised or (ii) by electing to receive from the Company the number of
Warrant Shares equal to (x) the number of Warrant Shares as to which this Warrant is being
exercised minus (y) the number of Warrant Shares having a value, based on the Current Market Price
on the trading day immediately prior to the date of such exercise, equal to the product of (aa) the
Exercise Price times (bb) the number of Warrant Shares as to which this Warrant is being exercised.
If this Warrant should be exercised in part only, the Company shall, upon surrender of this
Warrant, execute and deliver a new Warrant evidencing the rights of the Holder to purchase the
balance of the Warrant Shares purchasable hereunder plus, pursuant to Section 4 below, any cash in
lieu of fractional shares upon cashless exercise. Upon receipt by the Company of this Warrant and
such Purchase Form, together with the applicable portion of the Exercise Price, at such office, in
proper form for exercise, the Holder shall be deemed to be the holder of record of the Warrant
Shares, notwithstanding that the share register of the Company shall then be closed or that
certificates representing such Warrant Shares shall not then be actually delivered to the Holder.
If this Warrant and such Purchase Form are delivered, together with the applicable portion of the
Exercise Price, prior to 10:00 a.m., New York City time, the Company will take reasonable best
efforts to register such corresponding Warrant Shares in the name of the Holder and deliver (in
book-entry form) such corresponding Warrant Shares not later than 9:00 a.m., New York City time, on
the



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following Business Day. The Company shall pay any and all documentary, stamp or similar issue
taxes payable in respect of the issue of the Warrant Shares provided that the Company shall not be
required to pay any taxes payable in respect of the issue or delivery of any Warrant Shares in a
name other than that of the registered Holder of the Warrant at the time of exercise.




                         (b) Notwithstanding anything to the contrary contained herein, this Warrant may not be
exercised to the extent such exercise would result in the Holder becoming a “beneficial owner” (as
such term is used in Rules 13d-3 and 13d-5 under the Exchange Act) of more than 9.5% of the shares
of Common Stock outstanding after giving effect to such exercise, taking into account all other
securities beneficially owned by the Holder, on the date of such measurement (i) unless the Holder
delivers a notice to the Company electing to increase such percentage above 9.5% and more than 65
days have elapsed from the date of such notice, or (ii) unless and only for so long as the Common
Stock is not registered or required to be registered under Section 12 of the Exchange Act. The
Company shall not repurchase or redeem any shares of Common Stock, or take any similar action, if
the effect thereof would cause the Holder to beneficially own over 9.5% of the shares of Common
Stock outstanding after giving effect to such exercise. Notwithstanding anything above, in no
event shall the Holder, together with its Affiliates (whose ownership of Common Stock would be
aggregated with the Holder for determinations of beneficial ownership pursuant to this paragraph),
shall not become a beneficial owner of more than 29.5% of the outstanding Common Stock (the
“Cap”) (beneficial ownership shall have the meaning set forth in Rules 13d-3 and 13d-5
under the Exchange Act, except that it shall include shares of Common Stock that the Holder or such
Affiliates have the right to acquire, whether such right is exercisable immediately or only after
the passage of time). The Cap shall not apply if bankruptcy or liquidation proceedings have
commenced by or on behalf of the Company. The Cap shall be automatically increased to such higher
percentage of Common Stock as may be permitted in the future without triggering change in control
covenants in any credit agreement, indenture or management agreement of Parent and/or the Company.
By way of example, if the change in control trigger in the Credit Agreement and all of the
Company’s management agreements were increased to 33%, the Cap would be increased to 32.5%. In
addition, the Cap shall not apply in the event that a change in control or similar event, not
caused by actions of the Holder or its Affiliates, occurs and results in repurchase obligations,
defaults or acceleration with respect to all credit agreements, indentures or other indebtedness
containing such a provision of Parent and/or the Company that contain such change in control
covenants that are not otherwise waived (and without regard to consequences under management
agreements). For the avoidance of doubt, the parties intend the Cap to prohibit Holder’s purchases
of Common Stock from triggering change in control covenants with respect to Parent and the
Company’s indebtedness and management agreements unless such covenants are already triggered and
not waived as a result of Common Stock purchases by other parties.




                    Section 3. Due Authorization; Reservation of Shares. (a) The Company represents and
warrants that this Warrant has been duly authorized, executed and



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delivered by the Company and is a valid and binding agreement of the Company and entitles the
Holder hereof or its assignees to purchase Warrant Shares upon payment to the Company of the
Exercise Price applicable to such shares. The Company hereby agrees that at all times there shall
be reserved for issuance and delivery by the Company, upon exercise of this Warrant, shares of
Common Stock of the Company from time to time issuable or deliverable upon exercise of this
Warrant. All such shares have been duly authorized and, if newly-issued, when issued upon such
exercise, shall be validly issued, fully paid and nonassessable, free and clear of all liens,
security interests, charges and other encumbrances or restrictions on sale and free and clear of
all preemptive rights.




                    (b) The Company represents and warrants that the execution and delivery by it of this Warrant
does not require any action by or in respect of, or filing with, any federal, New York or Delaware
governmental body, agency or official and does not contravene or constitute a default under or
violation of (i) any provision of federal, New York or Delaware law or regulation, (ii) the charter
or by-laws of the Company or any of its subsidiaries, (iii) any agreement to which the Company or
any of its subsidiaries is a party or (iv) any judgment, injunction, order, decree or other
instrument binding upon the Company or any of its subsidiaries, except in the case of clauses (i),
(iii) and (iv) any defaults or violations that individually or in the aggregate would not have a
material adverse effect on the business of the Company and its subsidiaries taken as a whole or the
consummation of the transactions contemplated hereby.




                    Section 4. Fractional Shares. No fractional shares or scrip representing fractional
shares shall be issued upon the exercise of this Warrant. With respect to any fraction of a share
called for upon any exercise hereof (including a cashless exercise), the Company shall pay to the
Holder an amount in cash equal to such fraction multiplied by the Current Market Price of one share
of Common Stock.




                    Section 5. Exchange, Transfer and Assignment. This Warrant is exchangeable, at any
time and from time to time, without expense, at the option of the Holder, upon presentation and
surrender hereof to the Company for other Warrants of different denominations, entitling the Holder
or Holders thereof to purchase in the aggregate the same number of Warrant Shares. Subject to
Section 10 hereof, the Holder of this Warrant shall be entitled to assign or transfer its interest
in this Warrant (including the associated registration rights) in whole or in part to any person or
persons. Upon surrender of this Warrant to the Company, with the Assignment Form annexed hereto
duly executed and funds sufficient to pay any transfer tax, the Company shall, without charge,
execute and deliver a new Warrant or Warrants in the name in such instrument of assignment or
transfer and, if the Holder’s entire interest is not being assigned or transferred, in the name of
the Holder, and this Warrant shall promptly be cancelled. This Warrant may be divided or combined
with other Warrants that carry the same rights upon presentation hereof at the office of the
Company, together with a written notice specifying the names and denominations in which new
Warrants are to be issued and



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signed by the Holder hereof. The term “Warrant” as used herein includes any Warrants
into which this Warrant may be divided or for which it may be exchanged.




                    Section 6. Rights of the Holder. The Holder shall not, by virtue hereof, be entitled
to any rights of a shareholder of the Company prior to the exercise of the Warrant, or after the
exercise of the Warrant with respect to any unexercised Warrant Shares, either at law or equity,
and the rights of the Holder are limited to those expressed in this Warrant.




                    Section 7. Anti-Dilution Provisions. The number of Warrant Shares which may be
purchased upon the exercise hereof shall be subject to change or adjustment from time to time as
follows:




                         (a) Stock Dividends, Splits, Combinations, Subdivision, Consolidation Reclassifications,
etc. If the Company at any time (i) shall declare a dividend or make a distribution on its
Common Stock payable in shares in its share capital (whether shares of Common Stock or of shares of
any other class), (ii) shall subdivide shares of its Common Stock into a greater number of shares,
(iii) shall combine or have combined or effect a consolidation of its outstanding Common Stock into
a smaller number of shares or (iv) shall issue by reclassification of its Common Stock (including
any such reclassification in connection with a consolidation or merger in which the Company is the
continuing company), other securities of the Company, the number of shares the Holder shall be
entitled to purchase upon exercise of the Warrant shall be adjusted to include the aggregate number
and kind of shares of capital stock of the Company which, if the Warrant had been exercised
immediately prior to such event, such Holder would have owned upon such exercise and been entitled
to receive by virtue of such dividend, distribution, subdivision, combination, consolidation or
reclassification. Such adjustment shall be made successively whenever any event listed above shall
occur.




                         (b) Distribution of Evidences of Indebtedness or Assets. If the Company at any time
shall fix a record date for the making of a distribution or dividend to all holders of its Common
Stock (including any such distribution to be made in connection with a consolidation or merger in
which the Company is to be the continuing company) of evidences of its indebtedness or assets
(excluding dividends paid in or distributions of Company share capital for which the number of
Warrant Shares purchasable hereunder shall have been adjusted pursuant to subsection (a) of this
Section 7 or regular cash dividends or distributions payable out of earnings or surplus and made in
the ordinary course of business) the number of Warrant Shares purchasable hereunder after such
record date shall be determined by multiplying the number of Warrant Shares purchasable hereunder
immediately prior to such record date by a fraction, of which the denominator shall be the Current
Market Price per share of Common Stock on such record date, less the fair market value (as
determined in the good faith, reasonable judgment of the Board of Directors of the Company) of the
portion of the assets or evidences of indebtedness to be distributed in respect of one share of
Common Stock, and



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the numerator shall be such Current Market Price per share of Common Stock. Such adjustment
shall become effective immediately after such record date. Such adjustment shall be made whenever
such a record date is fixed; and in the event that such distribution is not so made, the number of
Warrant Shares purchasable hereunder shall again be adjusted to be the number that was in effect
immediately prior to such record date.




                         (c) Determination of Market Price. For the purpose of any computation under Section 4
or subsection (b) of this Section 7, the Current Market Price per share of Common Stock on any
record date shall be the average of the current market value, determined as set forth below, of
Common Stock for the 20 consecutive Business Days prior to the date in question.




                    (i) If the Common Stock is listed on a U.S. national securities exchange or
admitted to unlisted trading privileges on such an exchange, including if the
Common Stock is traded on the OTC Bulletin Board, the current market value shall
be the Volume Weighted Average Price of Common Stock (appropriately adjusted to
take into account the occurrence during such period of stock splits and similar
events); or




                    (ii) If the Common Stock is not so listed or admitted to unlisted trading
privileges, the current market value shall be the mean of the last bid and asked
prices reported on such Business Day (x) by the National Association of Securities
Dealers Automatic Quotation System or (y) if reports are unavailable under clause
(x) above by the National Quotation Bureau Incorporated; or




                    (iii) If the Common Stock is not so listed or admitted to unlisted trading
privileges and bid and asked prices are not so reported, the current market value
shall be such value as agreed upon by the Company and the Holder or, if the
Company and the Holder cannot otherwise agree, the current market value shall be
determined by an independent nationally recognized investment banking firm
experienced in valuing businesses (an “Appraiser”) jointly chosen by the
Holder and the Company or, if the Holder and the Company cannot agree on the
selection of an Appraiser within 10 Business Days, then each of the Company and
the Holder shall choose an Appraiser within 10 Business Days of the end of such
first 10-day period, and the current market value shall be the value agreed upon
by such Appraisers or, if the two Appraisers cannot so agree, the value of a third
Appraiser, which third Appraiser shall be chosen by the two Appraisers. All
expenses of the Appraiser(s) shall be paid by the Company.



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                         (d) Shares Other Than Common Stock. In the event that at any time, as a result of an
adjustment made pursuant to subsection (a) of this Section 7, the Holder shall become entitled to
receive any shares in the share capital of the Company other than Common Stock, thereafter the
number of such other shares so receivable upon exercise of this Warrant shall be subject to
adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to the Common Stock contained in this Section 7, and the provisions of this
Warrant with respect to the Common Stock shall apply on like terms to any such other shares.




                         (e) Notice of Certain Actions. In the event that at any time:




          (A) the Company shall authorize the distribution to all holders of its Common
Stock of evidences of its indebtedness or assets (other than dividends paid in or
distributions of the Company, share capital for which the number of Warrant Shares
purchasable hereunder shall have been adjusted pursuant to subsection (a) of this
Section 7 or regular cash dividends or distributions payable out of earnings or
surplus and made in the ordinary course of business); or




          (B) the Company shall authorize any capital reorganization or reclassification
of the Common Stock (other than a subdivision, consolidation or combination of the
outstanding Common Stock and other than a change in par value of the Common Stock)
or of any consolidation, amalgamation or merger to which the Company is a party, or
of the conveyance or transfer of the properties and assets of the Company
substantially as an entirety; or




          (C) there shall be a voluntary or involuntary dissolution, liquidation or
winding-up of the Company; or




          (D) the Company or any subsidiary shall commence a tender offer for all or a
portion of the outstanding shares of Common Stock (or shall amend any such tender
offer to change the maximum number of shares being sought or the amount or type of
consideration being offered therefor); or




          (E) the Company shall propose to take any other action that would require an
adjustment of the number of Warrant Shares purchasable hereunder pursuant to this
Section 7;



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then the Company shall or shall cause to be mailed by certified mail to the Holder, at least 15
days prior to the applicable record or effective date hereinafter specified, a notice describing
such issuance, distribution, reorganization, reclassification, consolidation, merger, conveyance,
transfer, dissolution, liquidation, winding-up or other action and stating (i) the date as of which
it is expected that the holders of Common Stock of record entitled to receive any such issuances or
distributions are to be determined or (ii) the date on which any such consolidation, amalgamation,
merger, conveyance, transfer, dissolution, liquidation or winding-up is expected to become
effective and the date as of which it is expected that holders of Common Stock of record shall be
entitled to exchange or convert their shares of Common Stock for securities or other property, if
any, deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation,
conveyance, transfer, dissolution, liquidation or winding-up.




                         (f) Deferral in Certain Circumstances. In any case in which the provisions of this
Section 7 shall require that an adjustment shall become effective immediately after a record date
of an event, the Company may defer until the occurrence of such event (i) issuing to the holder of
any Warrant exercised after such record date and before the occurrence of such event the Warrant
Shares and other shares of capital stock issuable upon such exercise by reason of the adjustment
required by such event and issuing to such holder only the shares of capital stock issuable upon
such exercise before giving effect to such adjustments, and (ii) paying to such holder any amount
of cash in lieu of fractional shares of capital stock pursuant to Section 4 above;
provided, however, that the Company shall deliver to such holder an appropriate
instrument or due bills evidencing such holder’s right to receive such Additional Shares and such
cash or other property.




                         (g) Other Anti-Dilution Provisions. If the Company has issued or issues any
securities containing provisions protecting the holder or holders thereof against dilution in any
manner more favorable to such holder or holders thereof than those set forth in this Section 7,
such provisions (or any more favorable portion thereof) shall be deemed to be incorporated herein
as if fully set forth in this Warrant and, to the extent inconsistent with any provision of this
Warrant, shall be deemed to be substituted therefor.




                         (h) Common Stock Defined. Whenever reference is made in this Section 7 to the issue
of shares of Common Stock, the term “Common Stock” shall include any equity securities of
any class of the Company hereinafter authorized which shall not be limited to a fixed or
determinable amount in respect of the right of the holders thereof to participate in dividends or
distributions of assets upon the voluntary or involuntary liquidation, dissolution or winding up of
the Company. However, subject to the provisions of Section 9 hereof, shares issuable upon exercise
hereof shall include only Warrant Shares as of the date hereof or shares of any class or classes
resulting from any reclassification or reclassifications thereof or as a result of any corporate
reorganization as provided for in Section 9 hereof.



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                         (i) No Exercise Price Below Par Value. Before taking any action which would cause an
adjustment pursuant this Section 7 that would result in the Exercise Price falling below the then
par value (if any) of the Warrant Shares, the Company will take any commercially reasonable
corporate action which may, in the opinion of its counsel (which may be counsel employed by the
Company), be necessary in order that the Company may validly and legally issue fully paid and
nonassessable Warrant Shares at the Exercise Price as so adjusted. Following any adjustment to the
Exercise Price pursuant to this Section 7, the amount payable, when adjusted and together with any
consideration allocated to the issuance of the Warrants, shall never be less than the par value
per Warrant Share at the time of such adjustment. Such adjustment shall be made successively
whenever any event listed above shall occur. In the event that the foregoing requires an
adjustment to the Exercise Price and an adjustment to the number of Warrant Shares is not required
hereby, the Company will make an adjustment to the number of Warrant Shares issuable upon exercise
of the Warrant so that the Holder is treated equitably and does not lose any of the economic
benefit of this Warrant.




                    Section 8. Officers’ Certificate. Whenever the number of Warrant Shares purchasable
hereunder shall be adjusted as required by the provisions of Section 7, the Company shall forthwith
file in the custody of its Secretary or an Assistant Secretary at its principal office an officers’
certificate showing the adjusted number of Warrant Shares purchasable hereunder determined as
herein provided, setting forth in reasonable detail the facts requiring such adjustment and the
manner of computing such adjustment. Each such officers’ certificate shall be signed by the
chairman, president or chief financial officer of the Company and by the secretary or any assistant
secretary of the Company. Each such officers’ certificate shall be made available at all
reasonable times for inspection by the Holder or any holder of a Warrant executed and delivered
pursuant to Section 5 hereof and the Company shall, forthwith after each such adjustment, mail a
copy, by certified mail, of such certificate to the Holder or any such holder.




                    Section 9. Reclassification, Reorganization, Consolidation or Merger. In case of any
Reorganization Transaction (as hereinafter defined), this Warrant shall become immediately
exercisable for the kind and amount of shares and other securities and property receivable upon
such Reorganization Transaction which the Holder of this Warrant would have owned immediately after
the Reorganization Transaction if such Holder had exercised this Warrant immediately prior to such
Reorganization Transaction and the calculation of the aggregate amount of such shares and other
securities and property shall be made without giving effect to any limitation on exercise of the
Warrant set forth herein (including without limitation in Section 2(b)). The foregoing provisions
of this Section 9 shall similarly apply to successive Reorganization Transactions. For purposes of
this Section 9, “Reorganization Transaction” shall mean (excluding any transaction covered
by Section 7) any reclassification or capital reorganization of the Company (other than a
subdivision or combination of the outstanding Common Stock or a change in the par value of the
Common Stock) or any consolidation, amalgamation or merger of the Company with or into another
corporation (other than a merger with a subsidiary in which merger the Company is the continuing
company and that does not



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result in any reclassification, capital reorganization or other change of outstanding shares
of Common Stock in connection with such merger, consolidation or amalgamation of the class issuable
upon exercise of this Warrant) or any sale, lease, transfer or conveyance to another corporation of
all or substantially all of the assets of the Company.




                    Section 10. Transfer Restrictions. The Holder by its acceptance hereof, represents
and warrants that it is acquiring the Warrants and any Warrant Shares for its own account and not
with a present intent to sell or distribute the Warrants or any Warrant Shares in violation of the
United States and state securities laws. Neither this Warrant nor any of the Warrant Shares, nor
any interest in either, may be sold, assigned, pledged, hypothecated, encumbered or in any other
manner transferred or disposed of, in whole or in part, except in compliance with applicable United
States federal and state securities laws.




                    Section 11. No Impairment; Regulatory Compliance and Cooperation. The Company shall
not by any action, including, without limitation, amending its charter documents or through any
reorganization, reclassification, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other similar voluntary action, avoid or seek to avoid the observance or
performance of any of the terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such actions as may be necessary or
appropriate to protect the rights of the Holder against impairment.




                    Section 12. Listing on Securities Exchanges. The Company shall use all reasonable
efforts to list on each national securities exchange or other trading venue (including the OTC
Bulletin Board) on which any Common Stock may at any time be listed or traded, subject to official
notice of issuance upon the exercise of this Warrant, and shall use its best efforts to maintain
such listing, so long as any other shares of its Common Stock shall be so listed or traded, all
shares of Common Stock from time to time issuable upon the exercise of this Warrant; and the
Company shall use its best efforts to so list on each national securities exchange or other trading
venue, and shall use best efforts to maintain such listing of, any other shares of capital stock of
the Company issuable upon the exercise of this Warrant if and so long as any shares of capital
stock of the same class shall be listed on such national securities exchange or other trading venue
by the Company. Any such listing shall be at the Company’s expense.




                    Section 13. Exclusive Jurisdiction. Any suit, action or proceeding seeking to enforce
any provision of, or based on any matter arising out of or in connection with, this Agreement or
the transactions contemplated hereby may only be brought in any federal or state court located in
the County and State of New York, and each of the parties hereby consents to the exclusive
jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit,
action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection
which it may now or hereafter have to the laying of the venue of any such suit, action or
proceeding in any such court or that



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any such suit, action or proceeding which is brought in any such court has been brought in an
inconvenient forum. Process in any such suit, action or proceeding may be served on any party
anywhere in the world, whether within or without the jurisdiction of any such court. Without
limiting the foregoing, each party agrees that service of process on such party at its principal
office shall be deemed effective service of process on such party.




                    Section 14. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.




                    Section 15. Loss or Mutilation. Upon receipt by the Company from any Holder of
evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or
mutilation of this Warrant and an indemnity reasonably satisfactory to it (it being understood that
the written indemnification agreement of or affidavit of loss of the Holder or any of its
affiliates shall be a sufficient indemnity) and, in case of mutilation, upon surrender and
cancellation hereof, the Company will execute and deliver in lieu hereof a new Warrant of like
tenor to such Holder; provided, however, that, in the case of mutilation, no
indemnity shall be required if this Warrant in identifiable form is surrendered to the Company for
cancellation.




                    Section 16. Designated Office. As long as any of the Warrants remain outstanding, the
Company shall maintain an office or agency, which shall initially be the principal executive
offices of the Company at 300 Madison Avenue, Toledo, Ohio 43604 (the “Designated Office”),
where the Warrants may be presented for exercise, registration of transfer, division or combination
as provided in this Warrant. The Company may from time to time change the Designated Office to
another office of the Company or its agent within the United States by notice given to all
registered Holders at least 10 Business Days prior to the effective date of such change.




                    Section 17. Availability of Information. (a) The Company shall comply with the
reporting requirements of Sections 13 and 15(d) of the Exchange Act to the extent it is required to
do so under the Exchange Act. The Company shall also cooperate with each Holder of any Warrants
and holder of any Warrant Shares in supplying such information as may be reasonably necessary for
such holder to complete and file any information reporting forms currently or hereafter required by
the Securities and Exchange Commission as a condition to the availability of an exemption from the
Securities Act for the sale of any Warrants or Warrant Shares. The provisions of this Section 15
shall survive termination of this Warrant, whether upon exercise of this Warrant in full or
otherwise.



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                         (b) If at any time the Company is not subject to the requirements of Section 13 or 15(d) of
the Exchange Act, Company will promptly furnish at its expense, upon request, for the benefit of
Holders from time to time of Warrants and holders from time to time of Warrant Shares, to Holders
of Warrants, holders of Warrant Shares and prospective purchasers of Warrants and Warrant Shares
information satisfying the requirements of subsection (d)(4)(i) of Rule 144A under the Securities
Act.




                    Section 18. Expenses. The Company shall prepare, issue and deliver at its own expense
any new Warrant or Warrants required to be issued hereunder.




                    Section 19. Successors and Assigns. This Warrant and the rights evidenced hereby
shall inure to the benefit of and be binding upon the successors of the Company and the permitted
successors and assigns of the Holder hereof. The provisions of this Warrant are intended to be for
the benefit of any Holder from time to time of this Warrant and to the extent applicable, any
Holder of shares of Warrant Stock issued upon the exercise hereof (including transferees), and
shall be enforceable by any such Holder. The term “Holder” as used in this Warrant shall,
where appropriate to assign such rights to such permitted successors and assigns, be deemed to
refer to the transferee holder of such Warrant.




                    Section 20. Amendment. This Warrant and all other Warrants may be modified or amended
or the provisions hereof waived with the written consent of the Company and the Holder thereof.




                    Section 21. Severability. Wherever possible, each provision of this Warrant shall be
interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Warrant.




                    Section 22. Headings. The headings used in this Warrant are for the convenience of
reference only and shall not, for any purpose, be deemed a part of this Warrant.




                    Section 23. Construction. The parties hereto have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and
no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any of the provisions of this Agreement.



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                    Section 24. Governing Law. This Warrant and the rights and obligations of the parties
hereunder shall be construed in accordance with and governed by the laws of the State of New York
without regard to principles of conflicts of laws.



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                    IN WITNESS WHEREOF, the Company has duly caused this Warrant to be executed by and attested by
their duly authorized officers and to be dated as of October 28, 2009.



	 	 	 	 	 
	 	Libbey Inc.

 	 
	 	By:  	/s/ Gregory T. Geswein
 	 
	 	Name:  	Gregory T. Geswein 	 
	 	Title: 	VP, Chief Financial Officer 	 
	 



	 	 	 
	 
	 	Address:                 300 Madison Avenue
	 
	 	               Toledo, Ohio 43604
	 
	 	Attention:               Chief Financial Officer
	 
	 	Facsimile No.:  419-325-2585







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PURCHASE FORM—CASH EXERCISE




Dated                                                             ,
           
          




     The undersigned hereby irrevocably elects to exercise the within Warrant to the extent of
purchasing                                         
 shares of Common Stock and hereby makes payment of                                
          in payment of
the exercise price thereof.



INSTRUCTIONS FOR REGISTRATION OF STOCK




	 	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 
	 	 	 
	 	 	(please typewrite or print in block letters)

	 
	 	 	 	 	 	 
	Address:	 	 	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Signature:	 	 
	 

	 	 	 





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PURCHASE FORM—CASHLESS EXERCISE 




To Be Executed by the Holder in Order to Exercise Warrants




The undersigned Holder irrevocably elects (i) to exercise                      Warrants represented by this
warrant certificate, and (ii) to surrender                      Warrants represented by this warrant
certificate (with a “Value” of $                                         based on a “Current Market Price” of
$                                        ) to purchase the shares of Common Stock issuable upon the exercise of the Warrants
exercised hereby, and requests that certificates for such shares shall be issued in the name of:



	 	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	Address:	 	 	 	 
	 	 	 	 







	 	 	 
	Social Security or Tax Identification Number:	 	 
	 	 	 









and be delivered to:




	 	 	 	 	 
	Name:
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	Address:
	 	 	 	 
	 

	 	 	 	 




and, if such number of Warrants exercised and surrendered shall not be all the Warrants evidenced
by this warrant certificate, that a new warrant certificate for the balance of such Warrants be
registered in the name of, and delivered to, the Holder at the address stated below:




	 	 	 	 	 	 	 
	Signature:	 	 Date: 	 	 
	 

	 	 
	 	 	 
	 
	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	Social Security or Tax Identification Number:	 	 
	 	 	 	 





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ASSIGNMENT FORM




     FOR VALUE RECEIVED,                                          hereby sells, assigns and transfers unto:



	 	 	 
	Name:
	 	 
	 

	 	 




(please typewrite or print in block letters)




	 	 	 
	Address:
	 	 
	 

	 	 




its right to purchase                      shares of Common Stock represented by this Warrant and does
hereby irrevocably constitute and appoint                      Attorney, to transfer the same on the books
of the Company, with full power of substitution in the premises.




	 	 	 	 	 
	 

	 	Signature:	 	 
	 

	 	 	 	 





Dated                                         ,                     





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