exv10w2






Exhibit 10.2




EXECUTION VERSION




AMENDMENT AND WAIVER NO. 2




               AMENDMENT AND WAIVER NO. 2, dated as of October 27, 2009 (this “Amendment”), to the
Credit Agreement, dated as of June 16, 2006 (as amended prior to the date hereof, the “Credit
Agreement”) among Libbey Glass Inc. and Libbey Europe B.V., each as a Borrower and together,
the Borrowers, Libbey Inc., as a Loan Guarantor, the other Loan Parties party thereto, the Lenders
party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent with respect to the US Loans (the
“Agent”), J.P. Morgan Europe Limited, as Administrative Agent with respect to the
Netherlands Loans, Bank of America, N.A. (f/k/a LaSalle Bank Midwest National Association), as
Syndication Agent, Wells Fargo Foothill, LLC and Fifth Third Bank, as Co-Documentation Agents and
J.P. Morgan Securities Inc., as Sole Bookrunner and Sole Lead Arranger.



W I T N E S S E T H:




               WHEREAS, the Borrowers, the relevant Loan Parties, the Lenders, the Administrative Agent, the
Syndication Agent, the Co-Documentation Agents and the Sole Bookrunner and Sole Lead Arranger are
party to the Credit Agreement;



               WHEREAS, the Borrower and Bank of America Merrill Lynch PCG wish to enter into the exchange
transaction in respect of the Third Lien Senior Notes (the “Exchange”) described in the
Debt Exchange Agreement attached hereto as Annex I (the “Exchange Agreement”);



               WHEREAS, the Agent and the Lenders are willing to agree to amend and waive certain provisions
of the Credit Agreement, as set forth herein, subject to the terms and conditions set forth herein;



               NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the
Borrowers and the Lenders hereby agree as follows:



               SECTION 1. Defined Terms. Terms defined in the Credit Agreement and used
herein shall have the meanings given to them in the Credit Agreement.



               SECTION 2. Amendments to the Credit Agreement.



               (a) Amendments to Section 1.01 of the Credit Agreement. (i) Section 1.01 of the
Credit Agreement is hereby amended by deleting the definition of “Third Lien Senior Notes” in its
entirety and replacing it with the following:



               ““Third Lien Senior Notes” means the 16 % Senior Subordinated Secured Notes due 2021
issued on October 28, 2009 pursuant to the Third Lien Senior Notes Indenture.”



               (ii) Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of
“Third Lien Senior Notes Indenture” in its entirety and replacing it with the following:



               ““Third Lien Senior Notes Indenture” means the Amended and Restated Indenture dated as
of October 28, 2009 entered into by the US Borrower and certain of the US Loan Guarantors in
connection with the issuance of the Third Lien Senior Notes together, with all instruments and
other agreements entered into by the US Borrower or such US Loan Guarantors in connection
therewith.”



 









 





               (b) Amendment to Section 6.01 of the Credit Agreement. Section 6.01(k) of the Credit
Agreement is hereby amended by striking “$102,000,000” and replacing it with “$80,500,000”.



               (c) Amendment to Section 6.12 of the Credit Agreement. Section 6.12 of the Credit
Agreement is hereby amended by deleting it in its entirety and replacing it with the following:




                    SECTION 6.12. Optional Payments and Modifications of Certain Debt
Instruments. Notwithstanding Sections 6.08(b) and 6.11, no Loan Party will (a)
make any optional or voluntary payment, prepayment, repurchase or redemption of or
otherwise optionally or voluntarily defease or segregate funds with respect to the
Senior Notes or take any action to effect any of the foregoing; provided,
however, that the (i) US Borrower shall be permitted to redeem or prepay the
Senior Notes from the proceeds of a public offering of the US Borrower’s or
Holdings’ common stock to the extent permitted under the “equity clawback” provision
set forth in (x) Section 5 of the Second Lien Senior Notes Indenture or (y) Section
5 of the Third Lien Senior Notes Indenture and (ii) the US Borrower shall be
permitted to redeem or prepay the Senior Notes so long as, (x) both before and after
giving effect to any such redemption or prepayment, the Aggregate Availability
exceeds $50,000,000 and (y) the Revolving Commitments remain undrawn other than with
respect to Letters of Credit; or (b) amend, modify, waive or otherwise change, or
consent or agree to any amendment, modification, waiver or other change to, any of
the terms of the Senior Notes, the Senior Notes Indentures, the Second Lien
Registration Rights Agreement or any other material agreement relating to any
thereof (other than any such amendment, modification, waiver or other change that
(A) (i) would extend the maturity or reduce the amount of any payment of principal
of the Senior Notes or reduce the rate or extend any date for payment of interest
thereon, (ii) would add additional guarantors as contemplated therein as of the
Effective Date, or (iii) would have the sole purpose of making a covenant contained
in the Senior Notes Indentures less restrictive than the corresponding covenant
contained herein and (B) in each such case, does not involve the payment of a
consent fee).



               SECTION 3. Waiver to the Credit Agreement. The Lenders hereby waive the
provisions of the Credit Agreement set forth in Section 6.01, 6.02 and 6.12 that would otherwise
restrict or prohibit the Exchange.



               SECTION 4. Conditions to Effectiveness. This Amendment shall become
effective as of the date first set forth above (the “Amendment Effective Date”) if the
following conditions have been satisfied by the Borrower or waived by the Administrative Agent:
(a) the Administrative Agent (through its counsel) shall have received from the Borrowers and the
Required Lenders counterparts of this Amendment (or a copy thereof by facsimile or electronic
transmission) signed on behalf of each such party, (b) the Administrative Agent shall have
received from the Borrowers an amendment fee in an amount equal to $7,500.00 for the account of
each Lender that has executed and delivered this Amendment on or prior to 12:00 p.m. (Chicago
time) on October 27, 2009, (c) the Administrative Agent shall have received from the Borrowers all
other fees and expenses required to be paid and (d) the Administrative Agent shall have received
the letter agreement executed by Merrill Lynch PCG, Inc., as Third Priority Representative (as
defined in the Intercreditor Agreement), acknowledging that the Third Lien Senior Notes and the
parties to Third Lien Senior Notes Indenture are subject to the terms and conditions of the
Intercreditor Agreement.



               SECTION 5. Representations and Warranties; No Default or Event of Default.
(a) To induce the Lenders to enter into this Amendment, the Borrowers hereby represent and warrant
to the Administrative Agent and the Lenders as of the Amendment Effective Date that the
representations and



 









 




warranties made by each of the Borrowers in and pursuant to the Loan Documents are true and
correct in all material respects on and as of the Amendment Effective Date, after giving effect to
the effectiveness of this Amendment, as if made on and as of the Amendment Effective Date, except
to the extent that such representations and warranties expressly relate to an earlier date, in
which case such representations and warranties shall have been true and correct in all material
respects on and as of such earlier date.




               (b) No Default or Event of Default shall have occurred and be continuing on and as of the
Amendment Effective Date or after giving effect to the effectiveness of this Amendment.



               SECTION 6. No Other Waiver or Amendments. Except as expressly waived,
amended, modified and supplemented hereby, the provisions of the Credit Agreement and the other
Loan Documents are and shall remain in full force and effect.



               SECTION 7. Governing Law; Counterparts. (a) This Amendment and the rights and
obligations of the parties hereto shall be governed by, and construed and interpreted in accordance
with, the laws of the State of New York.



               (b) This Amendment may be executed by one or more of the parties to this Amendment on any
number of separate counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. This Amendment may be delivered by facsimile or electronic
transmission of the relevant signature pages thereof.



               SECTION 8. Reimbursement of Expenses. The Borrowers agree to pay or
reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and expenses
(including legal fees) incurred in connection with this Amendment.



[Remainder of Page Intentionally Left Blank]




 









 








               IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their respective proper and duly authorized officers as of the day and year first
above written.



	 	 	 	 	 
	 	LIBBEY GLASS INC.,

as a Borrower

 	 
	 	By:  	/s/ Susan A. Kovach
 	 
	 	 	Name:  	Susan A. Kovach 	 
	 	 	Title:  	Attorney-in-fact 	 
	 
	 	LIBBEY EUROPE B.V.,

as a Borrower

 	 
	 	By:  	/s/ Susan A. Kovach
 	 
	 	 	Name:  	Susan A. Kovach 	 
	 	 	Title:  	Attorney-in-fact 	 
	 




 











 





	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,

as Administrative Agent with respect to the US Loans

and as a Lender

 	 
	 	By:  	/s/ Michael F. McCullough
 	 
	 	 	Name:  	Michael F. McCullough 	 
	 	 	Title:  	Senior Vice President 	 
	 




 









 





	 	 	 	 	 
	 	J.P. MORGAN EUROPE LIMITED,

as Administrative Agent with respect to the
Netherlands Loans and as a Lender

 	 
	 	By:  	/s/ Tim Jacob
 	 
	 	 	Name:  	Tim Jacob 	 
	 	 	Title:  	Senior Vice President 	 
	 




 









 





	 	 	 	 	 
	 	WELLS FARGO FOOTHILL, LLC,

as Co-Documentation Agent and as a Lender

 	 
	 	By:  	/s/ Matt Harbour
 	 
	 	 	Name:  	Matt Harbour 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	FIFTH THIRD BANK,

as Co-Documentation Agent and as a Lender

 	 
	 	By:  	/s/ James Conklin
 	 
	 	 	Name:  	James Conklin 	 
	 	 	Title:  	Assistant Vice President 	 
	 




 









 





	 	 	 	 	 
	 	BANK OF AMERICA, N.A.,

as Syndication Agent and as a Lender

 	 
	 	By:  	/s/ Marina Kheylik
 	 
	 	 	Name:  	Marina Kheylik 	 
	 	 	Title:  	AVP, Client Manager 	 
	 




 









 





	 	 	 	 	 
	 	GE BUSINESS FINANCIAL SERVICES, INC.,

as a Lender

 	 
	 	By:  	/s/ Dwayne Coker
 	 
	 	 	Name:  	Dwayne Coker 	 
	 	 	Title:  	Duly Authorized Signatory 	 
	 




 









 





ANNEX I