exv4w1






Exhibit 4.1




 










AMENDED AND RESTATED CREDIT AGREEMENT




dated as of



February 8, 2010



among



LIBBEY GLASS INC.




and



LIBBEY EUROPE B.V.,




each as a Borrower,



LIBBEY INC., as a Loan Guarantor,



The Other Loan Parties Party Hereto,



The Lenders Party Hereto



and



JPMORGAN CHASE BANK, N.A.,

as Administrative Agent with respect to the US Loans




J.P. MORGAN EUROPE LIMITED,

as Administrative Agent with respect to the Netherlands Loans




BANK OF AMERICA, N.A. and

BARCLAYS CAPITAL,

as Co-Syndication Agents




WELLS FARGO CAPITAL FINANCE, LLC,

as Documentation Agent




J.P. MORGAN SECURITIES INC., and

BANC OF AMERICA SECURITIES LLC,

as Co-Lead Arrangers




J.P. MORGAN SECURITIES INC.,

BANC OF AMERICA SECURITIES LLC, and

BARCLAYS CAPITAL,

as Joint Bookrunners




 





CHASE BUSINESS CREDIT






 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	Section 1.01 Defined Terms
	 	 	  1	 
	Section 1.02 Classification of Loans and Borrowings
	 	 	 33	 
	Section 1.03 Terms of Usage
	 	 	 34	 
	Section 1.04 Accounting Terms; GAAP
	 	 	 34	 
	 
	 	 	 	 
	ARTICLE II THE CREDITS
	 	 	35	 
	 
	 	 	 	 
	Section 2.01 Commitments
	 	 	 35	 
	Section 2.02 Loans and Borrowings
	 	 	 36	 
	Section 2.03 Requests for Borrowings
	 	 	 36	 
	Section 2.04 Protective Advances
	 	 	 37	 
	Section 2.05 Swingline Loans
	 	 	 38	 
	Section 2.06 Letters of Credit
	 	 	 40	 
	Section 2.07 Funding of Borrowings
	 	 	 44	 
	Section 2.08 Interest Elections
	 	 	 45	 
	Section 2.09 Reduction or Termination of Commitments
	 	 	 46	 
	Section 2.10 Repayment and Amortization of Loans; Evidence of Debt
	 	 	 47	 
	Section 2.11 Prepayment of Loans
	 	 	 48	 
	Section 2.12 Fees
	 	 	 49	 
	Section 2.13 Interest
	 	 	 49	 
	Section 2.14 Alternate Rate of Interest
	 	 	 51	 
	Section 2.15 Increased Costs
	 	 	 51	 
	Section 2.16 Break Funding Payments
	 	 	 52	 
	Section 2.17 Taxes
	 	 	 52	 
	Section 2.18 Payments Generally; Allocation of Proceeds; Sharing of Set-offs
	 	 	 54	 
	Section 2.19 Mitigation Obligations; Replacement of Lenders
	 	 	 56	 
	Section 2.20 Defaulting Lenders
	 	 	 57	 
	Section 2.21 Returned Payments
	 	 	 58	 
	Section 2.22 Inter-Lender Assignments
	 	 	 58	 
	 
	 	 	 	 
	ARTICLE III REPRESENTATIONS AND WARRANTIES
	 	 	59	 
	 
	 	 	 	 
	Section 3.01 Organization; Powers
	 	 	 59	 
	Section 3.02 Authorization; Enforceability
	 	 	 59	 
	Section 3.03 Governmental Approvals; No Conflicts
	 	 	 59	 
	Section 3.04 Financial Condition; No Material Adverse Change
	 	 	 59	 
	Section 3.05 Properties
	 	 	 60	 
	Section 3.06 Litigation and Environmental Matters
	 	 	 60	 
	Section 3.07 Compliance with Laws and Agreements
	 	 	 61	 
	Section 3.08 Investment Company Status
	 	 	 61	 
	Section 3.09 Taxes
	 	 	 61	 
	Section 3.10 ERISA
	 	 	 61	 
	Section 3.11 Disclosure
	 	 	 61	 
	Section 3.12 Reserved
	 	 	 61	 
	Section 3.13 Solvency
	 	 	 62	 
	Section 3.14 Insurance
	 	 	 62	 
	Section 3.15 Capitalization and Subsidiaries
	 	 	 62	 
	Section 3.16 Security Interest in Collateral
	 	 	 62	 
	Section 3.17 Employment Matters
	 	 	 63	 






i









 






	 	 	 	 	 
	 	 	Page	 
	Section 3.18 Common Enterprise
	 	 	 63	 
	Section 3.19 Intellectual Property
	 	 	 63	 
	Section 3.20 Federal Regulations
	 	 	 63	 
	Section 3.21 Senior Indebtedness
	 	 	 63	 
	Section 3.22 Netherlands Collateral Documents
	 	 	 64	 
	Section 3.23 Inactive Subsidiary
	 	 	 64	 
	 
	 	 	 	 
	ARTICLE IV CONDITIONS
	 	 	64	 
	 
	 	 	 	 
	Section 4.01 Effective Date
	 	 	 64	 
	Section 4.02 Each Credit Event
	 	 	 67	 
	 
	 	 	 	 
	ARTICLE V AFFIRMATIVE COVENANTS
	 	 	68	 
	 
	 	 	 	 
	Section 5.01 Financial Statements; Borrowing Base and Other Information
	 	 	 68	 
	Section 5.02 Notices of Material Events
	 	 	 70	 
	Section 5.03 Existence; Conduct of Business
	 	 	 71	 
	Section 5.04 Payment of Obligations
	 	 	 71	 
	Section 5.05 Maintenance of Properties
	 	 	 71	 
	Section 5.06 Books and Records; Inspection Rights
	 	 	 72	 
	Section 5.07 Compliance with Laws
	 	 	 72	 
	Section 5.08 Use of Proceeds
	 	 	 72	 
	Section 5.09 Insurance
	 	 	 72	 
	Section 5.10 [Reserved]
	 	 	 72	 
	Section 5.11 Appraisals
	 	 	 72	 
	Section 5.12 Depository Banks
	 	 	 73	 
	Section 5.13 Environmental Laws
	 	 	 73	 
	Section 5.14 Additional Collateral; Further Assurances
	 	 	 73	 
	Section 5.15 USA PATRIOT Act
	 	 	 74	 
	Section 5.16 Inactive Subsidiary
	 	 	 74	 
	Section 5.17 Post-Closing Deliveries
	 	 	 75	 
	 
	 	 	 	 
	ARTICLE VI NEGATIVE COVENANTS
	 	 	76	 
	 
	 	 	 	 
	Section 6.01 Indebtedness
	 	 	 76	 
	Section 6.02 Liens
	 	 	 79	 
	Section 6.03 Fundamental Changes
	 	 	 80	 
	Section 6.04 Investments, Loans, Advances, Guarantees and Acquisitions
	 	 	 81	 
	Section 6.05 Asset Sales
	 	 	 83	 
	Section 6.06 Sale and Leaseback Transactions
	 	 	 84	 
	Section 6.07 Swap Agreements
	 	 	 84	 
	Section 6.08 Restricted Payments; Certain Payments of Indebtedness
	 	 	 85	 
	Section 6.09 Transactions with Affiliates
	 	 	 85	 
	Section 6.10 Restrictive Agreements
	 	 	 86	 
	Section 6.11 Amendment of Material Documents
	 	 	 86	 
	Section 6.12 Optional Payments and Modifications of Certain Debt Instruments
	 	 	 86	 
	Section 6.13 Changes in Fiscal Periods
	 	 	 87	 
	 
	 	 	 	 
	ARTICLE VII EVENTS OF DEFAULT
	 	 	87	 
	 
	 	 	 	 
	ARTICLE VIII THE ADMINISTRATIVE AGENT
	 	 	90	 
	 
	 	 	 	 
	ARTICLE IX MISCELLANEOUS
	 	 	92	 
	 
	 	 	 	 
	Section 9.01 Notices
	 	 	 92	 
	Section 9.02 Waivers; Amendments
	 	 	 93	 
	Section 9.03 Expenses; Indemnity; Damage Waiver
	 	 	 95	 
	Section 9.04 Successors and Assigns
	 	 	 96	 
	Section 9.05 Survival
	 	 	 99	 
	Section 9.06 Counterparts; Integration; Effectiveness
	 	 	 99	 






ii









 






	 	 	 	 	 
	 	 	Page	 
	Section 9.07 Severability
	 	 	100	 
	Section 9.08 Right of Setoff
	 	 	100	 
	Section 9.09 Governing Law; Jurisdiction; Consent to Service of Process
	 	 	100	 
	Section 9.10 WAIVER OF JURY TRIAL
	 	 	101	 
	Section 9.11 Headings
	 	 	101	 
	Section 9.12 Confidentiality
	 	 	101	 
	Section 9.13 Several Obligations; Nonreliance; Violation of Law
	 	 	102	 
	Section 9.14 USA PATRIOT Act
	 	 	102	 
	Section 9.15 Disclosure
	 	 	102	 
	Section 9.16 Appointment for Perfection
	 	 	103	 
	Section 9.17 Interest Rate Limitation
	 	 	103	 
	Section 9.18 Judgment Currency
	 	 	103	 
	Section 9.19 Netherlands Parallel Debt
	 	 	103	 
	Section 9.20 Several Liability of Netherlands Loan Parties
	 	 	104	 
	Section 9.21 Euro Loans
	 	 	104	 
	Section 9.22 Euro Loans
	 	 	104	 
	Section 9.23 Effect of Amendment and Restatement; No Novation
	 	 	104	 
	 
	 	 	 	 
	ARTICLE X LOAN GUARANTY
	 	 	104	 
	 
	 	 	 	 
	Section 10.01 Guaranty
	 	 	104	 
	Section 10.02 Guaranty of Payment
	 	 	105	 
	Section 10.03 No Discharge or Diminishment of Loan Guaranty
	 	 	105	 
	Section 10.04 Defenses Waived
	 	 	106	 
	Section 10.05 Rights of Subrogation
	 	 	106	 
	Section 10.06 Reinstatement; Stay of Acceleration
	 	 	106	 
	Section 10.07 Information
	 	 	107	 
	Section 10.08 Termination
	 	 	107	 
	Section 10.09 Taxes
	 	 	107	 
	Section 10.10 Maximum Liability
	 	 	107	 
	Section 10.11 Contribution
	 	 	107	 
	Section 10.12 Liability Cumulative
	 	 	109	 
	Section 10.13 Effect of Netherlands Civil Code
	 	 	109	 
	 
	 	 	 	 
	ARTICLE XI THE BORROWER REPRESENTATIVE
	 	 	109	 
	 
	 	 	 	 
	Section 11.01 Appointment; Nature of Relationship
	 	 	109	 
	Section 11.02 Powers
	 	 	109	 
	Section 11.03 Employment of Agents
	 	 	109	 
	Section 11.04 Notices
	 	 	109	 
	Section 11.05 Successor Borrower Representative
	 	 	109	 
	Section 11.06 Execution of Loan Documents; Borrowing Base Certificate
	 	 	110	 
	Section 11.07 Reporting
	 	 	110	 






iii









 






	 	 	 	 	 
	SCHEDULES:
	 	 	 	 
	 
	 	 	 	 
	Commitment Schedule
	 	 	 	 
	Schedule 3.05 — Properties
	 	 	 	 
	Schedule 3.06 — Disclosed Matters
	 	 	 	 
	Schedule 3.14 — Insurance
	 	 	 	 
	Schedule 3.15 — Capitalization and Subsidiaries
	 	 	 	 
	Schedule 5.17 — Post-Closing Matters
	 	 	 	 
	Schedule 6.01 — Existing Indebtedness
	 	 	 	 
	Schedule 6.02 — Existing Liens
	 	 	 	 
	Schedule 6.04 — Existing Investments
	 	 	 	 
	Schedule 6.10 — Existing Restrictions
	 	 	 	 
	 
	 	 	 	 
	EXHIBITS:
	 	 	 	 
	 
	 	 	 	 
	Exhibit A — Form of Assignment and Assumption
	 	 	 	 
	Exhibit B — [Reserved]
	 	 	 	 
	Exhibit C — Form of US Borrowing Base Certificate
	 	 	 	 
	Exhibit D — Form of Netherlands Borrowing Base Certificate
	 	 	 	 
	Exhibit E — [Reserved]
	 	 	 	 
	Exhibit F — [Reserved]
	 	 	 	 
	Exhibit G — Form of Compliance Certificate
	 	 	 	 
	Exhibit H — Form of Joinder Agreement
	 	 	 	 
	Exhibit I — Form of Aggregate Borrowing Base Certificate
	 	 	 	 
	Exhibit J — [Reserved]
	 	 	 	 
	Exhibit K — [Reserved]
	 	 	 	 
	Exhibit L — Form of Borrowing Notice
	 	 	 	 







iv











 





          AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 8, 2010 (as it may be amended or
modified from time to time, this “Agreement”), among LIBBEY GLASS INC. and LIBBEY EUROPE
B.V., as Borrowers, LIBBEY INC., as a Loan Guarantor, the other Loan Parties party thereto, the
Lenders party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent with respect to the US
Loans, J.P. MORGAN EUROPE LIMITED, as Administrative Agent with respect to the Netherlands Loans,
BANK OF AMERICA, N.A. and BARCLAYS CAPITAL, as Co-Syndication Agents (the “Co-Syndication
Agents”), and WACHOVIA CAPITAL FINANCE CORPORATION (NEW ENGLAND), as
Documentation Agent (the “Documentation Agent”).




W I T N E S S E T H:




          WHEREAS, Borrowers, the Loan Parties party thereto, Administrative Agent and the Lenders party
thereto are party to that certain Credit Agreement dated as of June 16, 2006 (as amended, restated,
supplemented or otherwise modified prior to the date hereof, the “Original Credit Agreement”);




          WHEREAS, the parties hereto desire to amend and restate the Original Credit Agreement to,
among other things, extend the maturity of the revolving credit loans;




          WHEREAS, it is the intention of the parties to this Agreement that upon the execution of this
Agreement, the Original Credit Agreement shall be amended and restated by this Agreement in its
entirety; provided, however, that the obligations to repay the loans and advances
arising under the Original Credit Agreement shall continue in full force and effect and the liens
and security interests securing payment thereof shall be continuing but in each case shall now be
governed by this Agreement and the corresponding Loan Documents;




          NOW, THEREFORE, in consideration of the representations, covenants and mutual agreements
contained herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:




ARTICLE I




Definitions



          Section 1.01 Defined Terms. As used in this Agreement, the following terms have the meanings specified below:




          “Account” has the meaning assigned to such term in the US Security Agreement and, with
respect to the Netherlands Loan Parties, “Receivables” as defined in the Deed of Disclosed Pledges
of Receivables and Deed of Undisclosed Pledges of Receivables.




          “Account Debtor” means any Person obligated on an Account.




          “Act” has the meaning set forth in Section 5.15.




          “Adjusted LIBO Rate” means, with respect to any Eurocurrency Borrowing for any
Interest Period or for any CBFR Borrowing, an interest rate per annum (rounded upwards, if
necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied
by (b) the Statutory Reserve Rate.




          “Adjusted One Month LIBOR Rate” means, an interest rate per annum equal to the sum of
(i) 2.50% per annum plus (ii) the Adjusted LIBO Rate for a one month Interest Period on such day
(or






1









 







if such day is not a Business Day, the immediately preceding Business Day); provided,
that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the
rate appearing on the Reuters Screen LIBOR01 Page (or on any successor or substitute page) at
approximately 11:00 a.m. London time on such day (without any rounding).




          “Administrative Agent” means, in the case of the US Borrower and the US Loans,
JPMorgan Chase Bank, N.A., and in the case of the Netherlands Borrower and the Netherlands Loans,
J.P. Morgan Europe Limited, each in its capacity as administrative agent for the Lenders hereunder.




          “Administrative Questionnaire” means an Administrative Questionnaire in a form
supplied by the Administrative Agent.




          “Affiliate” means, with respect to a specified Person, another Person that directly,
or indirectly through one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified.




          “Aggregate Availability” means, with respect to all the Borrowers, at any time, an
amount equal to the sum of (a) the US General Availability and (b) the Netherlands Availability.




          “Aggregate Borrowing Base Certificate” means a certificate, signed and certified as
accurate and complete by a Financial Officer of the Borrower Representative, in substantially the
form of Exhibit I or another form which is acceptable to the Administrative Agent in its
sole discretion.




          “Aggregate Credit Exposure” means, at any time, the aggregate Credit Exposure of all
the Lenders.




          “Agreement Currency” has the meaning set forth in Section 9.18(b).




          “Applicable Percentage” means, with respect to any Lender, at any time, (a) with
respect to Revolving Loans, LC Exposure or Swingline Loans, a percentage equal to a fraction the
numerator of which is such Lender’s Revolving Commitment then in effect and the denominator of
which is the aggregate Revolving Commitment of all Revolving Lenders (if the Revolving Commitments
have terminated or expired, the Applicable Percentages shall be determined based upon such Lender’s
share of the aggregate Revolving Exposures at that time); provided that in the case of Section
2.20 when a Defaulting Lender shall exist, any such Defaulting Lender’s Revolving Commitment shall
be disregarded in the calculation, (b) with respect to Revolving Loans made to the Netherlands
Borrower pursuant to the Revolving Netherlands Sublimit, a percentage equal to a fraction the
numerator of which is such Lender’s Revolving Netherlands Sublimit then in effect and the
denominator of which is the aggregate Revolving Netherlands Sublimit of all Revolving Lenders (if
the Revolving Netherlands Sublimit has terminated or expired, the Applicable Percentages shall be
determined based upon such Lender’s share of the aggregate Revolving Netherlands Exposures at that
time); provided that in the case of Section 2.20 when a Defaulting Lender shall exist, any
such Defaulting Lender’s Revolving Netherlands Sublimit shall be disregarded in the
calculation and (c) with respect to Protective Advances or with respect to the Aggregate
Credit Exposure, a percentage based upon its share of the Aggregate Credit Exposure and the unused
Commitments; provided that in the case of Section 2.20 when a Defaulting Lender shall exist,
any such Defaulting Lender’s Commitment shall be disregarded in the calculation.




          “Applicable Rate” means, for any day, with respect to any CBFR or Eurocurrency Loan,
or with respect to the commitment fees payable hereunder, as the case may be, the applicable rate
per






2









 







annum set forth below under the caption “CBFR Spread”, “Eurocurrency Spread” or “Commitment
Fee Rate”, as the case may be, based upon the Aggregate Availability (without giving effect to the
Availability Block) as of the most recent determination date, provided that until the
delivery to the Administrative Agent, pursuant to Section 5.01, of an Aggregate Borrowing Base
Certificate and a Borrowing Base Certificate for each Borrower for the sixth full calendar month
ending after the Effective Date, the “Applicable Rate” shall be the applicable rate per annum set
forth below in Category 2:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Aggregate	 	Eurocurrency	 	CBFR	 	Commitment
	Availability	 	Spread	 	Spread	 	Fee Rate
	Category 1
3 $70,000,000
	 	 	3.25	%	 	 	2.25	%	 	 	0.75	%
	Category 2
< $70,000,000 but
3 $40,000,000
	 	 	3.50	%	 	 	2.50	%	 	 	0.75	%
	Category 3
< $40,000,000
	 	 	3.75	%	 	 	2.75	%	 	 	0.75	%






          For purposes of the foregoing, (a) the Applicable Rate shall be determined as of the end of
each fiscal quarter based upon the most recent Aggregate Borrowing Base Certificate and Borrowing
Base Certificates delivered pursuant to Section 5.01 and (b) each change in the Applicable Rate
resulting from a change in the Aggregate Availability (without giving effect to the Availability
Block) shall be effective during the period commencing on and including the Reset Date immediately
succeeding the end of the last month of such fiscal quarter for which the Aggregate Borrowing Base
Certificate and Borrowing Base Certificates received indicate such change and ending on the date
immediately preceding the effective date of the next such change, provided that the
Aggregate Availability shall be deemed to be in Category 3 at the option of the Administrative
Agent or at the request of the Required Lenders (a) if the Borrowers fail to deliver the Aggregate
Borrowing Base Certificate and Borrowing Base Certificates required to be delivered pursuant to
Section 5.01 and (b) such failure shall have continued unremedied for three (3) consecutive days
following notice of such actual failure from the Administrative Agent (provided, that no
such notice shall be required during the existence of an Event of Default of the type described in
paragraphs (h) or (i) in Article VII), and shall continue to be so deemed in Category 3 during the
period from the Reset Date immediately succeeding the end of such fiscal quarter for which such
Aggregate Borrowing Base Certificate and Borrowing Base Certificates were required to be delivered
until the later of (x) five days after and (y) the Reset Date immediately succeeding, in each case,
the date on which such Aggregate Borrowing Base Certificate and Borrowing Base Certificates have
been delivered in accordance with Section 5.01 in all respects other than the original due date
therefore.




          “Approved Fund” has the meaning assigned to such term in Section 9.04.




          “Assignment and Assumption” means an assignment and assumption entered into by a
Lender and an assignee (with the consent of any party whose consent is required by Section 9.04),
and accepted by the Administrative Agent, in the form of Exhibit A or any other form
approved by the Administrative Agent and in the case of such Assignment and Assumption not
substantially in the form of Exhibit A, the Borrower Representative.




          “Attributable Indebtedness” means, on any date, the monetary obligation of a Person
under an agreement for sale and leaseback transactions, in each case, creating obligations that do
not appear on the balance sheet of such Person but which, upon the application of any federal
bankruptcy laws under the Bankruptcy Code to such Person, would be characterized as the
indebtedness of such Person (without regard to accounting treatment) and the capitalized amount of
which would appear on a






3









 







balance sheet of such Person prepared as of such date in accordance with GAAP if such lease or
other agreement or instrument were accounted for as a Capital Lease Obligation.




          “Availability” means at any time, with respect to the US Borrower, US General
Availability at such time and, with respect to the Netherlands Borrower, the Netherlands
Availability at such time.




          “Availability Block” means, at any time, $11,000,000.




          “Available Commitment” means, at any time, the difference of (a) the total Commitments
then in effect minus (b) the aggregate (USD Equivalent) amount of the Revolving Exposures
of all Revolving Lenders at such time.




          “Availability Period” means the period from and including the Effective Date to but
excluding the earlier of the Maturity Date and the date of termination of the Commitments.




          “Banking Services” means each and any of the following bank services provided to any
Loan Party by any Lender or any of its Affiliates: (a) commercial credit cards, (b) stored value
cards and (c) treasury management services (including, without limitation, controlled disbursement,
automated clearinghouse transactions, return items, overdrafts, interstate depository network
services and international treasury management services).




          “Banking Services Obligations” with respect to any Loan Party means any and all
obligations of such Loan Party, whether absolute or contingent and howsoever and whensoever
created, arising, evidenced or acquired (including all renewals, extensions and modifications
thereof and substitutions therefor) in connection with Banking Services.




          “Banking Services Reserves” means all Reserves which the Administrative Agent from
time to time establishes in its Permitted Discretion for Banking Services then provided or
outstanding.




          “Bankruptcy Code” means, as applicable, Title 11 of the U.S. Code (11 U.S.C. §101
et seq), and any rule or regulation issued thereunder.




          “Board” means the Board of Governors of the Federal Reserve System of the United
States of America.




          “Borrower” or “Borrowers” means, individually or collectively, the US Borrower
and the Netherlands Borrower.




          “Borrower Representative” means the US Borrower, in its capacity as contractual
representative of the Borrowers pursuant to Article XI.




          “Borrowing” means (a) Revolving Loans of the same Type, made, converted or continued
on the same date and, in the case of Eurocurrency Loans, as to which a single Interest Period is in
effect, (b) a Swingline Loan of the same Type and (c) a Protective Advance of the same Type.




          “Borrowing Base” means, at any time, with respect to each Borrower, the US Borrowing
Base at such time; provided, that with respect to the Netherlands Borrower, “Borrowing
Base” in respect of Borrowings pursuant to the Revolving Netherlands Sublimit means the Netherlands
Borrowing Base.







4









 








          “Borrowing Base Certificate” means, individually or collectively, the US Borrowing
Base Certificate and the Netherlands Borrowing Base Certificate.




          “Borrowing Date” means any Business Day specified by a Borrower as a date on which
such Borrower requests the relevant Lenders to make Loans hereunder.




          “Borrowing Notice” means a notice substantially in the form of Exhibit L by the
Borrower Representative requesting any Revolving Borrowing pursuant to Section 2.03 or such other
form satisfactory to the Administrative Agent.




          “Business Day” means any day that is not a Saturday, Sunday or other day on which
commercial banks in Chicago (or, with respect to notices in respect of or Borrowings or payments of
Loans made to the Netherlands Borrower, London) are authorized or required by law to remain closed;
provided that, when used in connection with a Eurocurrency Loan, the term “Business
Day” shall also exclude (a) with respect to a Eurocurrency Loan denominated in dollars, any day
on which banks are not open for dealings in dollar deposits in the London interbank market and (b)
with respect to a Loan denominated in Euros, (i) any day on which banks are not open for dealings
in or Euro deposits in the London interbank market and (ii) any day on which the TARGET payment
system is not open for the settlement of payment in Euro.




          “Calculation Date” means (a) the last calendar day of each month (or, if such day is
not a Business Day, the next succeeding Business Day) and (b) at any time when an Event of Default
shall have occurred and be continuing, any other Business Day which the Administrative Agent may
determine in its sole discretion to be a Calculation Date.




          “Capital Lease Obligations” of any Person means the obligations of such Person to pay
rent or other amounts under any lease of (or other arrangement conveying the right to use) real or
personal property, or a combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of
such obligations shall be the capitalized amount thereof determined in accordance with GAAP.




          “CB Floating Rate” means the Prime Rate; provided that the CB Floating
Rate shall never be less than the Adjusted One Month LIBOR Rate for a one month Interest Period on
such day (or if such day is not a Business Day, the immediately preceding Business Day). Any
change in the CB Floating Rate due to a change in the Prime Rate or the Adjusted One Month LIBOR
Rate shall be effective from and including the effective date of such change in the Prime Rate or
the Adjusted One Month LIBOR Rate, respectively.




          “CBFR”, when used in reference to any Loan or Borrowing, refers to whether such Loan,
or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to
the CB Floating Rate.




          “Change in Control” means (a) the acquisition of ownership, directly or indirectly,
beneficially or of record, by any Person or group (within the meaning of the Securities Exchange
Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the
date hereof but excluding any employee benefit plan of such Person or its subsidiaries), of Equity
Interests representing more than 30% of the aggregate ordinary voting power represented by the
issued and outstanding Equity Interests of Holdings; (b) occupation of a majority of the seats
(other than vacant seats) on the board of directors of Holdings by Persons who were neither (i)
nominated by the board of directors of Holdings nor (ii) appointed by directors so nominated; (c)
the acquisition of direct or indirect Control of Holdings by any Person or group; (d) Holdings
shall cease to own, free and clear of all Liens






5









 







or other encumbrances (other than (i) Liens created pursuant to the Collateral Documents and
(ii) Liens securing the Senior Notes Obligations permitted hereunder so long as such Liens are
junior in priority to the Liens created pursuant to the Collateral Documents), directly or
indirectly, all of the outstanding voting Equity Interests of each Borrower on a fully diluted
basis; or (e) a Specified Change in Control shall occur.




          “Change in Law” means (a) the adoption of any law, rule or regulation after the date
of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or
application thereof by any Governmental Authority after the date of this Agreement or (c)
compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.15(b), by any lending
office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any
request, guideline or directive (whether or not having the force of law) of any Governmental
Authority made or issued after the date of this Agreement.




          “Chase” means JPMorgan Chase Bank, N.A., a national banking association, in its
individual capacity, and its successors.




          “Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan,
or the Loans comprising such Borrowing, are Revolving Loans, Swingline Loans or Protective
Advances.




          “Co-Syndication Agents” has the meaning assigned to such term in the preamble.




          “Code” means the Internal Revenue Code of 1986, as amended from time to time.




          “Collateral” means, with respect to the US Borrower and the Netherlands Borrower, US
Collateral and Netherlands Collateral, respectively. Unless otherwise specified, “Collateral”
shall refer to the Collateral with respect to the Borrowers.




          “Collateral Access Agreement” has the meaning assigned to such term in the Security
Agreement.




          “Collateral Documents” means, collectively, the US Collateral Documents and the
Netherlands Collateral Documents.




          “Collection Account” has the meaning assigned to the term “Collection Account” in the
US Security Agreement.




          “Commitment” means, with respect to each Lender, such Lender’s Revolving Commitment
and Revolving Netherlands Sublimit, together with the commitment of such Lender to acquire
participations in Protective Advances hereunder. The initial amounts of each Lender’s Commitments
are set forth on the Commitment Schedule, or in the Assignment and Assumption pursuant to
which such Lender shall have assumed its Commitments, as applicable.




          “Commitment Schedule” means the Schedule attached hereto identified as such.




          “Control” means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of a Person, whether through the ability to
exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.







6









 








          “Credit Exposure” means, as to any Lender at any time, the sum of (a) such Lender’s
Revolving Exposure at such time, plus (b) an amount equal to its Applicable Percentage, if
any, of the aggregate principal amount of Protective Advances outstanding at such time.




          “Default” means any event or condition which constitutes an Event of Default or which
upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.




          “Defaulting Lender” means any Lender, as determined by the Administrative Agent in its
reasonable discretion, that (a) has failed to fund any portion of its Loans or participations in
Letters of Credit or Swingline Loans in accordance with the terms and conditions of this Agreement
within three Business Days of the date required to be funded by it under this Agreement, (b) has
notified any Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender or any
Lender in writing that it does not intend to comply with any of its funding obligations under this
Agreement or has made a public statement to the effect that it does not intend to comply with its
required funding obligations under this Agreement or required funding obligations under other
agreements in which it commits to extend credit, (c) has failed, within three Business Days after
request by the Administrative Agent, to confirm that it will comply with the terms of this
Agreement relating to its obligations to fund prospective Loans and participations in then
outstanding Letters of Credit and Swingline Loans, (d) has otherwise failed to pay over to the
Administrative Agent or any other Lender any other amount required to be paid by it hereunder
within three Business Days of the date when due, unless the subject of a good faith dispute, or (e)
(i) is not Solvent or has a parent company that is not Solvent (solely for the purposes of this
clause (e), references to “Loan Parties” in the definition of “Solvent” shall be deemed to be
references to such Lender or parent company, as applicable) or (ii) has become the subject of a
bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian
appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval
of or acquiescence in any such proceeding or appointment or has a parent company that has become
the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee
or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent
to, approval of or acquiescence in any such proceeding or appointment.




          “Deposit Account Control Agreement” has the meaning assigned to such term in the
Security Agreement.




          “Disclosed Matters” means the actions, suits and proceedings and the environmental
matters disclosed in Schedule 3.06.




          “Document” has the meaning assigned to such term in the Security Agreements.




          “Documentation Agent” has the meaning assigned to such term in the preamble.




          “dollars” or “$” refers to lawful money of the United States of America.




          “Effective Date” means February 8, 2010.




          “Eligible Accounts” means, at any time, with respect to each Borrower and any other
Loan Party, the Accounts of such Borrower or other Loan Party which the Administrative Agent
determines in its Permitted Discretion are eligible as the basis for the extension of Revolving
Loans, Swingline Loans and the issuance of Letters of Credit hereunder. Without limiting the
Administrative Agent’s discretion provided herein, Eligible Accounts shall not include any Account:







7









 









          (a) which is not subject to a first priority perfected security interest in favor of
the Administrative Agent;




          (b) which is subject to any Lien other than (i) a Lien in favor of the Administrative
Agent, (ii) a Permitted Encumbrance or (iii) a Lien expressly permitted under Section
6.02(j) securing the Senior Notes Obligations permitted hereunder, in each case which does
not have priority over (or equal to) the Lien in favor of the Administrative Agent;




          (c) with respect to which (i) the scheduled due date is more than 60 days after the
original invoice date, (ii) is unpaid more than 90 days after the date of the original
invoice therefor, or (iii) which has been written off the books of such Borrower or Loan
Party or otherwise designated as uncollectible; provided, that the aggregate amount
of accounts with a scheduled due date of more than 30 days after the original invoice date
which remain unpaid after such scheduled due date shall not exceed $1,000,000.




          (d) which is owing by an Account Debtor for which more than 50% of the Accounts owing
from such Account Debtor and its Affiliates, other than Accounts arising from customer
chargebacks, are ineligible pursuant to clause (c) above;




          (e) which is owing by an Account Debtor to the extent the aggregate amount of Accounts
owing from such Account Debtor and its Affiliates to Loan Parties exceeds 20% of the
aggregate amount of Eligible Accounts of all Loan Parties;




          (f) with respect to which any covenant, representation, or warranty contained in this
Agreement or in the Security Agreement has been materially breached or is not true in any
material respect;




          (g) which (i) does not arise from the sale of goods or performance of services in the
ordinary course of business, (ii) is not evidenced by an invoice or other documentation
satisfactory to the Administrative Agent which has been sent to the Account Debtor, (iii)
represents a progress billing, (iv) is contingent upon such Loan Party’s completion of any
further performance, (v) represents a sale on a bill-and-hold, guaranteed sale,
sale-and-return, sale on approval, consignment, cash-on-delivery or any other repurchase or
return basis or (vi) relates to payments of interest;




          (h) for which the goods giving rise to such Account have not been shipped to the
Account Debtor or for which the services giving rise to such Account have not been performed
by such Loan Party;




          (i) with respect to which any check or other instrument of payment has been returned
uncollected for any reason;




          (j) which is owed by an Account Debtor which has currently (i) applied for, suffered,
or consented to the appointment of any receiver, custodian, trustee, or liquidator of its
assets, (ii) has had possession of all or a material part of its property taken by any
receiver, custodian, trustee or liquidator, (iii) filed, or had filed against it, any
request or petition for liquidation, reorganization, arrangement, adjustment of debts,
adjudication as bankrupt, winding-up, or voluntary or involuntary case under any state or
federal bankruptcy laws (other than post-petition accounts payable of an Account Debtor that
is a debtor-in-possession under the Bankruptcy Code and reasonably acceptable to the
Administrative Agent), (iv) has admitted in



8









 







writing its inability, or is generally unable to, pay its debts as they become due, (v)
become insolvent, or (vi) ceased operation of its business;




          (k) which is owed by any Account Debtor which has sold all or a substantially all of
its assets;




          (l) which is owed by an Account Debtor which (A) in the case of a US Loan Party, (i)
does not maintain its chief executive office in the U.S. or Canada or (ii) is not organized
under applicable law of the U.S., any state of the U.S., Canada, or any province of Canada
or (B) in the case of a Netherlands Loan Party, (i) does not maintain its chief executive
office in The Netherlands or any other Member State of the European Union (as constituted
prior to May 1, 2004) satisfactory to the Administrative Agent or is not organized under
applicable law of The Netherlands or any other Member State of the European Union (as
constituted prior to May 1, 2004) satisfactory to the Administrative Agent unless, in each
case, such Account is backed by a Letter of Credit acceptable to the Administrative Agent
which is in the possession of, has been assigned to and is directly drawable by the
Administrative Agent;




          (m) which is owed in any currency other than U.S. dollars or Euros.




          (n) which is owed by (i) the government (or any department, agency, public corporation,
or instrumentality thereof) of any country other than the U.S. unless such Account is backed
by a Letter of Credit acceptable to the Administrative Agent which is in the possession of
the Administrative Agent, or (ii) the government of the U.S., or any department, agency,
public corporation, or instrumentality thereof, unless the Federal Assignment of Claims Act
of 1940, as amended (31 U.S.C. § 3727 et seq. and 41 U.S.C. § 15 et
seq.), and any other steps necessary to perfect the Lien of the Administrative Agent
in such Account have been complied with to the Administrative Agent’s satisfaction;




          (o) which is owed by any Affiliate, employee, officer or director of any Loan Party;




          (p) which, for any Account Debtor, exceeds a credit limit determined by the
Administrative Agent, to the extent of such excess;




          (q) which is owed by an Account Debtor or any Affiliate of such Account Debtor to which
such Loan Party is indebted, but only to the extent of such indebtedness or is subject to
any security, deposit, progress payment, retainage or other similar advance made by or for
the benefit of an Account Debtor, in each case to the extent thereof;




          (r) which is subject to any counterclaim, deduction, defense, setoff or dispute but
only to the extent of any such counterclaim, deduction, defense, setoff or dispute;




          (s) which is evidenced by any promissory note, chattel paper, or instrument;




          (t) which is owed by an Account Debtor located in any jurisdiction which requires
filing of a “Notice of Business Activities Report” or other similar report in order to
permit such Loan Party to seek judicial enforcement in such jurisdiction of payment of such
Account, unless such Loan Party has filed such report or qualified to do business in such
jurisdiction;



9









 






          (u) with respect to which such Loan Party has made any agreement with the Account
Debtor for any reduction thereof, other than discounts and adjustments given in the ordinary
course of business, or any Account which was partially paid and such Loan Party created a
new receivable for the unpaid portion of such Account;




          (v) which does not comply in all material respects with the requirements of all
applicable laws and regulations, whether Federal, state or local, including without
limitation the Federal Consumer Credit Protection Act, the Federal Truth in Lending Act and
Regulation Z of the Board;




          (w) which is for goods that have been sold under a purchase order or pursuant to the
terms of a contract or other agreement or understanding (written or oral) that indicates or
purports that any Person other than such Loan Party has or has had an ownership interest in
such goods, or which indicates any party other than such Loan Party as payee or remittance
party;




          (x) which was created on cash on delivery terms;




          (y) which, with respect to Accounts of any Netherlands Loan Party, have not been
submitted for filing to the Dutch Tax Office or evidence of such filing has not been
provided by the Loan Parties to the Administrative Agent; or




          (z) which the Administrative Agent determines may not be paid by reason of the Account
Debtor’s inability to pay or which the Administrative Agent otherwise determines is
unacceptable for any reason whatsoever.



          In determining the amount of an Eligible Account, the face amount of an Account may, in the
Administrative Agent’s Permitted Discretion, be reduced by, without duplication, to the extent not
reflected in such face amount or as otherwise taken into account in clause (p) or (r) above, (i)
the amount of all accrued and actual discounts, claims, credits or credits pending, promotional
program allowances, price adjustments, finance charges or other allowances (including any amount
that such Loan Party may be obligated to rebate to an Account Debtor pursuant to the terms of any
agreement or understanding (written or oral)) and (ii) the aggregate amount of all cash received in
respect of such Account but not yet applied by such Loan Party to reduce the amount of such
Account.




          “Eligible Inventory” means, at any time, with respect to each Borrower and any other
Loan Party, the Inventory of such Borrower or Loan Party which the Administrative Agent determines
in its Permitted Discretion is eligible as the basis for the extension of Revolving Loans,
Swingline Loans and the issuance of Letters of Credit hereunder. Without limiting the
Administrative Agent’s discretion provided herein, Eligible Inventory shall not include any
Inventory:





          (a) which is not subject to a first priority perfected Lien in favor of the
Administrative Agent;




          (b) which is subject to any Lien other than (i) a Lien in favor of the Administrative
Agent, (ii) a Permitted Encumbrance or (iii) a Lien expressly permitted under Section
6.02(j) securing the Senior Notes Obligations permitted hereunder, in each case which does
not have priority over (or equal to) the Lien in favor of the Administrative Agent;



10









 






          (c) which is, in the Administrative Agent’s Permitted Discretion, slow moving,
obsolete, unmerchantable, defective, used, unfit for sale, not salable at prices
approximating at least the cost of such Inventory in the ordinary course of business;




          (d) with respect to which any covenant, representation, or warranty contained in this
Agreement or the Security Agreement has been materially breached or is not true in any
material respect and which does not conform in all material respects to all standards
imposed by any Governmental Authority;




          (e) in which any Person other than such Borrower or Loan Party shall (i) have any
direct or indirect ownership, interest or title to such Inventory or (ii) be indicated on
any purchase order or invoice with respect to such Inventory as having or purporting to have
an interest therein;




          (f) which is not finished goods, raw materials, packaging and shipping materials or
which constitutes work-in-process, spare or replacement parts, subassemblies, manufacturing
supplies, samples, prototypes, displays or display items, bill-and-hold goods, goods that
are returned or marked for return, repossessed goods, defective or damaged goods, goods held
on consignment, or goods which are not of a type held for sale in the ordinary course of
business;




          (g) which is not located in the U.S. or, with respect to Inventory of a Netherlands
Loan Party, The Netherlands or is in transit with a common carrier from vendors and
suppliers , provided that, up to $2,000,000 of Inventory in transit from vendors and
suppliers may be included as eligible pursuant to this clause (g) so long as (i) the
Administrative Agent shall have received (1) a true and correct copy of the bill of lading
and other shipping documents for such Inventory, (2) evidence of satisfactory casualty
insurance naming the Administrative Agent as loss payee and otherwise covering such risks as
the Administrative Agent may reasonably request, and (3) if the bill of lading is (A)
non-negotiable, a duly executed Collateral Access Agreement from the applicable customs
broker for such Inventory or (B) negotiable, confirmation that the bill is issued in the
name of the Borrower or Loan Party and consigned to the order of the Administrative Agent,
and an acceptable agreement has been executed with such Borrower’s or Loan Party’s customs
broker, in which the customs broker agrees that it holds the negotiable bill of lading as
agent for the Administrative Agent and has granted the Administrative Agent access to the
Inventory and (ii) the common carrier is not an Affiliate of the applicable vendor or
supplier;




          (h) which is located in any location leased by such Borrower or Loan Party unless (i)
the lessor has delivered to the Administrative Agent a Collateral Access Agreement
(provided, however that notwithstanding the foregoing, Inventory located on leased
property with respect to which no Collateral Access Agreement shall have been delivered
shall not be ineligible solely for the purposes of this clause (h), and no Reserve referred
to in clause (ii) of this clause (h) shall be taken, in each case for 75 days following the
Effective Date) or (ii) a Reserve for three months of rent, charges and other amounts due or
to become due with respect to such facility has been established by the Administrative Agent
in its Permitted Discretion;




          (i) which is located in any third party warehouse or is in the possession of a bailee
(other than a third party processor) and is not evidenced by a Document (other than bills of
lading to the extent permitted pursuant to clause (g) above), unless (i) such warehouseman
or bailee has delivered to the Administrative Agent a Collateral Access Agreement and such
other documentation as the Administrative Agent may require (provided, however that
notwithstanding



11









 







the foregoing any such Inventory located in any such third party location with respect
to which no Collateral Access Agreement shall have been delivered shall not be ineligible
solely for the purposes of this clause (i), and no Reserve referred to in clause (ii) of
this clause (i) shall be taken, in each case for 75 days following the Effective Date) or
(ii) a Reserve for three months of charges and other amounts due or to become due with
respect to such facility has been established by the Administrative Agent in its Permitted
Discretion;




          (j) which is being processed offsite at a third party location or outside processor, or
is in-transit to or from said third party location or outside processor;




          (k) which is a discontinued product or component thereof;




          (l) which is the subject of a consignment by such Borrower or Loan Party as consignor;




          (m) which is perishable;




          (n) which contains or bears any intellectual property rights licensed to such Borrower
or Loan Party unless the Administrative Agent is satisfied that it may sell or otherwise
dispose of such Inventory without (i) infringing the rights of such licensor, (ii) violating
any contract with such licensor, or (iii) incurring any liability with respect to payment of
royalties other than royalties incurred pursuant to sale of such Inventory under the current
licensing agreement; or




          (o) which is not reflected in a current perpetual inventory report of such Borrower or
Loan Party (unless such Inventory is reflected in a report to the Administrative Agent as
“in transit” Inventory);




          (p) for which reclamation rights have been asserted by the seller until such Inventory
is in the seller’s possession;




          (q) which is subject to any retention of title claim; or




          (r) which the Administrative Agent otherwise determines is unacceptable for any reason
whatsoever.



          “Environmental Laws” means all applicable laws, rules, regulations, codes, ordinances,
orders, decrees, judgments, injunctions or binding agreements issued, promulgated or entered into
by any Governmental Authority, relating in any way to the environment, preservation or reclamation
of natural resources, the management, release or threatened release of any Hazardous Material.




          “Environmental Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any
Borrower or any Subsidiary resulting from or based upon (a) violation of any Environmental Law, (b)
the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous
Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any
Hazardous Materials into the environment or (e) any contract, agreement or other consensual
arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.




          “Equity Interests” means shares of capital stock, partnership interests, membership
interests in a limited liability company, beneficial interests in a trust or other equity ownership
interests






12









 







(however designated) in a Person, and any warrants, options or other rights entitling the
holder thereof to purchase or acquire any such equity interest.




          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from
time to time.




          “ERISA Affiliate” means any trade or business (whether or not incorporated) that,
together with a Borrower, is treated as a single employer under Section 414(b) or (c) of the Code
or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single
employer under Section 414 of the Code.




          “ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or
the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day
notice period is waived); (b) the failure to meet the funding requirements of Section 412 and 430
of the Code or Section 302 and 303 of ERISA; (c) the filing pursuant to Section 412(d) of the Code
or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan; (d) the incurrence by any Borrower or any of its ERISA Affiliates of any
liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by
any Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to
an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the
incurrence by any Borrower or any of its ERISA Affiliates of any liability with respect to the
withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by any
Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from any
Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or
a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA.




          “ERISA Reserve” means a Reserve in the amount of $2,000,000 on the date hereof, as
such Reserve may be increased or decreased in the Administrative Agent’s Permitted Discretion.




          “Euro Sublimit” means an amount equal to $55,000,000.




          “Eurocurrency”, when used in reference to any Loan or Borrowing, refers to whether
such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by
reference to the Adjusted LIBO Rate or another rate of interest reasonably determined by the
Administrative Agent.




          “Euro” or “€” means the single currency of the Participating Member
States.




          “Event of Default” has the meaning assigned to such term in Article VII.




          “Exchange Rate” means, with respect to Euros on a particular date, the rate at which
such currency may be exchanged into dollars, as set forth on such date on the applicable Reuters
currency page with respect to such currency. In the event that such rate does not appear on the
applicable Reuters currency page, the Exchange Rate with respect to such currency shall be
determined by reference to such other publicly available service for displaying exchange rates as
may be agreed upon by the Administrative Agent and the Borrower Representative or, in the absence
of such agreement, such Exchange Rate shall instead be Chase’s spot rate of exchange in the London
interbank or other market where its foreign currency exchange operations in respect of such
currency are then being conducted, at or about noon, Local Time, at such date for the purchase of
dollars with such alternative currency, for delivery two Business Days later; provided,
that if at the time of any such determination, for any reason,






13









 







no such spot rate is being quoted, the Administrative Agent may use any reasonable method it
deems appropriate to determine such rate, and such determination shall be conclusive absent
manifest error.




          “Excluded Taxes” means, with respect to the Administrative Agent, any Lender, the
Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of
any Borrower hereunder, (a) income or franchise Taxes imposed on (or measured by) its net income by
the United States of America (or any political subdivision thereof), or by the jurisdiction (or any
political subdivision thereof) under the laws of which such recipient is organized or in which its
principal office is located or, in the case of any Lender, in which its applicable lending office
is located, (b) any branch profits Taxes imposed by the United States of America or any similar tax
imposed by any other jurisdiction in which any Borrower is located, (c) in the case of a Foreign
Lender (other than an assignee pursuant to a request by a Borrower under Section 2.19(b)), any
withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign
Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to
such Foreign Lender’s failure to comply with Section 2.17(e), except to the extent that such
Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending
office (or assignment), to receive additional amounts from the Borrowers with respect to such
withholding tax pursuant to Section 2.17(a) and (d) any amount withheld from any payment made to a
Lender under this Agreement that is attributable to such Lender’s failure to comply with Section
2.17(g).




          “Existing Lender” means a Person holding loans and commitments under the Original
Credit Agreement as of the Effective Date (immediately prior to giving effect to this Agreement),
solely in their capacity as such, and not in their capacity as a “Lender” hereunder, if applicable.




          “Fair Market Value Differential” means with respect to any sale, transfer or
disposition of any asset of a Loan Party to a Subsidiary that is not a Loan Party, the difference
between the fair market value of such asset sold, transferred and disposed of and the cash proceeds
received by such Loan Party from such Subsidiary that is not a Loan Party.




          “Federal Funds Effective Rate” means, for any day, the weighted average (rounded
upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal funds brokers, as
published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received
by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.




          “Fee Letter” means that certain Fee Letter dated as of the date hereof among the
Administrative Agent and the Borrowers, as the same may be amended, restated or otherwise modified
from time to time.




          “Financial Officer” means the chief financial officer, principal accounting officer,
treasurer, assistant treasurer or controller of a Loan Party.




          “Foreign Lender” means, with respect to a Borrower, any Lender that is organized under
the laws of a jurisdiction other than a jurisdiction in which the Borrower is organized or a
resident for Tax purposes. For purposes of this definition, the United States of America, each
State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.







14









 








          “Foreign Subsidiary” has the meaning set forth in Section 1.3 of the US Security
Agreement.




          “Funding Account” has the meaning assigned to such term in Section 4.01(h).




          “GAAP” means generally accepted accounting principles in the United States of America.




          “Governmental Authority” means the government of the United States of America, any
other nation or any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other public entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government.




          “Grants of Security Interests in Intellectual Property” means, collectively, the Grant
of Security Interest in Patent Rights, the Grant of Security Interest in Trademark Rights and the
Grant of Security Interest in Copyright Rights to be filed with the United States Patent and
Trademark Office.




          “Guarantee” of or by any Person (the “guarantor”) means any obligation,
contingent or otherwise, of the guarantor guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other obligation of any other Person (the “primary
obligor”) in any manner, whether directly or indirectly, and including any obligation of the
guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase
or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds
for the purchase of) any security for the payment thereof, (b) to purchase or lease property,
securities or services for the purpose of assuring the owner of such Indebtedness or other
obligation of the payment thereof, (c) to maintain working capital, equity capital or any other
financial statement condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation or (d) without duplication of any other
Guarantee of such Indebtedness or obligation, as an account party in respect of any letter of
credit or letter of guaranty issued to support such Indebtedness or obligation; provided,
that the term Guarantee shall not include endorsements for collection or deposit in the ordinary
course of business.




          “Guaranteed Obligations” has the meaning assigned to such term in Section 10.01.




          “Hazardous Materials” means all explosive or radioactive substances or wastes and all
hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas,
infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to
any Environmental Law.




          “Holdings” means Libbey Inc., a Delaware corporation.




          “Inactive Subsidiary” means Crisa Industrial LLC, a Delaware limited liability
company.




          “Indebtedness” of any Person means, without duplication, (a) all obligations of such
Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations
of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations
of such Person under conditional sale or other title retention agreements relating to property
acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase
price of property or services (excluding current accounts payable and accrued liabilities with
respect to obligations owing to employees in the ordinary course of business), (e) all Indebtedness
of others secured by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien on







15









 







property owned
or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed,
provided, however, that such Indebtedness, if not assumed, shall be valued at the lower of fair
market value of such property on the amount of such Indebtedness incurred, (f) all Guarantees by
such Person of Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h) all
obligations, contingent or otherwise, of such Person as an account party in respect of letters of
credit and letters of guaranty, (i) all obligations, contingent or otherwise, of such Person in
respect of bankers’ acceptances, (j) obligations under any liquidated earn-out and (k) any other
Off-Balance Sheet Liability. The Indebtedness of any Person shall include the Indebtedness of any
other entity (including any partnership in which such Person is a general partner) to the extent
such Person is liable therefor as a result of such Person’s ownership interest in or other
relationship with such entity, except to the extent the terms of such Indebtedness provide that
such Person is not liable therefor.




          “Indemnified Taxes” means Taxes other than Excluded Taxes.




          “Information Memorandum” means the Offering Memorandum dated as of January 28, 2010,
relating to the offering of the Senior Notes.




          “Intellectual Property” means the collective reference to all rights, priorities and
privileges relating to intellectual property, whether arising under United States, multinational or
foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses,
trademarks, trademark licenses, technology, know-how and processes, and all rights to sue at law or
in equity for any infringement or other impairment thereof, including the right to receive all
proceeds and damages therefrom.




          “Intercreditor Agreement” means the Intercreditor Agreement, dated as of February 8,
2010, among the US Borrower, Holdings, the other US Loan Parties party thereto, Administrative
Agent and The Bank of New York Mellon Trust Company, N.A., as Trustee, as the same has been
and may further be amended, restated or otherwise modified from time to time.




          “Interest Election Request” means a request by the Borrower Representative to convert
or continue a Revolving Borrowing in accordance with Section 2.07.




          “Interest Payment Date” means (a) with respect to any CBFR Loan (other than a
Swingline Loan), the first Business Day of each April, July, October and January and the Maturity
Date, (b) with respect to any Eurocurrency Loan, the last day of the Interest Period applicable to
the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with an
Interest Period of more than three months’ duration, each day prior to the last day of such
Interest Period that occurs at intervals of three months’ duration after the first day of such
Interest Period and the Maturity Date and (c) with respect to any Swingline Loan, the day that such
Loan is required to be repaid and the Maturity Date.




          “Interest Period” means (a) with respect to any Eurocurrency Borrowing, the period
commencing on the date of such Borrowing and ending on the numerically corresponding day in the
calendar month that is one, two, three or six months thereafter, as the Borrower Representative may
elect; provided, that (i) if any Interest Period would end on a day other than a Business
Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case
of a Eurocurrency Borrowing only, such next succeeding Business Day would fall in the next calendar
month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any
Interest Period pertaining to a Eurocurrency Borrowing that commences on the last Business Day of a
calendar month (or on a day for which there is no numerically corresponding day in the last
calendar month of such Interest Period) shall end on the last Business Day of the last calendar
month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the
date on which such Borrowing is made and, in the






16









 







case of a Revolving Borrowing, thereafter shall be the effective date of the most recent
conversion or continuation of such Borrowing.




          “Inventory” has the meaning assigned to such term in the US Security Agreement and,
with respect to the Netherlands Loan Parties, “Movables” as defined in the Deed of Disclosed
Pledges of Movables in so far as it constitutes inventory for the purposes hereof.




          “Issuing Bank” means Chase, in its capacity as the issuer of Letters of Credit
hereunder, and its successors in such capacity as provided in Section 2.06(i) or if Chase is unable
to issue a requested Letter of Credit, subject to Chase’s consent (not to be unreasonably
withheld), any other Lender that upon request by the Borrower Representative consents to be an
Issuing Bank hereunder. The Issuing Bank may, in its discretion, arrange for one or more Letters
of Credit to be issued by Affiliates of the Issuing Bank, in which case the term “Issuing Bank”
shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.




          “Joinder Agreement” has the meaning assigned to such term in Section 5.14.




          “Judgment Currency” has the meaning set forth in Section 9.18(b).




          “LC Collateral Account” has the meaning assigned to such term in Section 2.06(j).




          “LC Disbursement” means a payment made by the Issuing Bank pursuant to a Letter of
Credit.




          “LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all
outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements
that have not yet been reimbursed by or on behalf of the US Borrower at such time. The LC Exposure
of any Revolving Lender at any time shall be its Applicable Percentage of the total LC Exposure at
such time.




          “Lenders” means the Persons listed on the Commitment Schedule and any other
Person that shall have become a party hereto pursuant an Assignment and Assumption, other than any
such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the
context otherwise requires, the term “Lenders” includes the Swingline Lender.




          “Letter of Credit” means any letter of credit issued pursuant to this Agreement.




          “Libbey Europe Sublimit” means an amount equal to $55,000,000.




          “LIBO Rate” means, with respect to any Eurocurrency Borrowing made in dollars or
Euros, for any Interest Period, the rate appearing on Reuters Screen LIBOR01 Page (or on any
successor or substitute page of such Service, or any successor to or substitute for such Service,
providing rate quotations comparable to those currently provided on such page of such Service, as
determined by the Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to dollar or Euro deposits, as applicable, in the London interbank
market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of
such Interest Period, as the rate for dollar or Euro deposits, as applicable, with a maturity
comparable to such Interest Period. In the event that such rate is not available at such time for
any reason, then the “LIBO Rate” with respect to such Eurocurrency Borrowing for such
Interest Period shall be the rate at which dollar or Euro deposits, as applicable, of $5,000,000
and for a maturity comparable to such Interest Period are offered by the principal London office of
the Administrative Agent in immediately available funds in the London interbank market at
approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest






17









 







Period. It is understood and acknowledged that the LIBO Rate with respect to borrowings in
dollars may be different from the LIBO Rate with respect to borrowings in Euros.




          “Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien,
pledge, hypothecation, encumbrance, attachment, charge or security interest in, on or of such
asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease
or title retention agreement (or any financing lease having substantially the same economic effect
as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase
option, call or similar right of a third party with respect to such securities.




          “Loan Documents” means this Agreement, the Fee Letter, any promissory notes issued
pursuant to the Agreement, any Letter of Credit applications, the Collateral Documents, the
Intercreditor Agreement, the Loan Guaranty, any Collateral Access Agreement, any Deposit Account
Control Agreement, and all Borrowing Base Certificates and Borrowing Notices and all other
agreements, instruments, documents and certificates identified in Section 4.01 executed and
delivered to, or in favor of, the Administrative Agent or any Lenders and including all other
agreements, instruments, documents and certificates, whether heretofore, now or hereafter executed
by or on behalf of any Loan Party, or any employee of any Loan Party, and delivered to the
Administrative Agent or any Lender in connection with the Agreement or the transactions
contemplated thereby. Any reference in the Agreement or any other Loan Document to a Loan Document
shall include all appendices, exhibits or schedules thereto, and all amendments, restatements,
supplements or other modifications thereto, and shall refer to the Agreement or such Loan Document
as the same may be in effect at any and all times such reference becomes operative.




          “Loan Guarantor” means each of the US Loan Guarantors and the Netherlands Loan
Guarantors.




          “Loan Guaranty” means Article X of this Agreement.




          “Loan Parties” means the Netherlands Loan Parties and the US Loan Parties.




          “Loans” means the loans and advances made by the Lenders pursuant to this Agreement,
including Swingline Loans and Protective Advances.




          “Local Time” means, with respect to any Borrowing or payment made by the US Borrower
or the Netherlands Borrower, Chicago time and London time, respectively.




          “Material Adverse Effect” means a material adverse effect on (a) the business, assets,
operations or financial condition of Holdings and its Subsidiaries taken as a whole, (b) the
ability of any Loan Party to perform any of its material obligations under the Loan Documents to
which it is a party, (c) the Administrative Agent’s Liens (on behalf of itself and the Lenders) on
the Collateral or the priority of such Liens, or (d) the rights of or benefits available to the
Administrative Agent, the Issuing Bank or the Lenders hereunder.




          “Material Indebtedness” means Indebtedness (other than the Loans and Letters of
Credit), or obligations in respect of a Swap Agreement of any Loan Party or any of its Subsidiaries
in an aggregate principal amount exceeding $5,000,000. For purposes of determining Material
Indebtedness, the “obligations” of Holdings or any Subsidiary in respect of any Swap Agreement at
any time shall be the maximum aggregate amount (giving effect to any netting agreements) that
Holdings or such Subsidiary would be required to pay if such Swap Agreement were terminated at such
time.







18









 








          “Maturity Date” means April 8, 2014, or any earlier date on which the Commitments are
permanently reduced to zero or otherwise terminated pursuant to the terms hereof.




          “Maximum Liability” has the meaning assigned to such term in Section 10.10.




          “Moody’s” means Moody’s Investors Service, Inc.




          “Mortgages” means any mortgage, deed of trust or other agreement which conveys or
evidences a Lien in favor of the Administrative Agent, for the benefit of the Administrative Agent
and the Lenders, on real property of a Loan Party, including any amendment, modification or
supplement thereto.




          “Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of
ERISA.




          “Netherlands Availability” means, with respect to the Netherlands Borrower, at any
time, an amount equal to (a) the lesser of the Revolving Netherlands Sublimit and the Netherlands
Borrowing Base at such time minus (b) the aggregate amount of the Revolving Netherlands
Exposures of all Revolving Lenders at such time; provided that such Netherlands
Availability will at no time exceed the difference of (x) the sum of the total Revolving
Commitments (less (i) the Availability Block and (ii) Reserves (other than Reserves which Agent
elects not to deduct for such purpose in its sole discretion)) minus (y) the Aggregate
Credit Exposure at such time; and provided, further, that such Netherlands
Availability will at no time exceed the difference of (i) the Libbey Europe Sublimit minus
(ii) the aggregate amount of the Credit Exposures of all Lenders at such time relating to the
Netherlands Borrower.




          “Netherlands Bank Account Establishment Trigger Event” is defined in the
definition of Restriction Period.




          “Netherlands Borrower” means Libbey Europe B.V., a limited liability company
incorporated in The Netherlands.




          “Netherlands Borrowing Base” means, at any time, the sum of (a) 85% of the Netherlands
Loan Parties’ Eligible Accounts at such time, plus (b) the lesser of (i) 65% of the
Netherlands Loan Parties’ Eligible Inventory, valued at the lower of cost or market value,
determined on a first-in-first-out basis, at such time and (ii) the product of 85% multiplied by
the Netherlands Loan Parties’ Net Orderly Liquidation Value percentage identified in the most
recent inventory appraisal ordered by the Administrative Agent multiplied by the Netherlands Loan
Parties’ Eligible Inventory, valued at the lower of cost or market value, determined on a
first-in-first-out basis, at such time, minus (c) Reserves without duplication of the
Reserves with respect to the US Borrowing Base related to the Netherlands Loan Parties. The maximum
amount of the Netherlands Borrowing Base attributable to Inventory is $12,500,000. The
Administrative Agent may, in its Permitted Discretion, reduce the advance rates set forth above,
adjust Reserves or reduce one or more of the other elements used in computing the Netherlands
Borrowing Base.




          “Netherlands Borrowing Base Certificate” means a certificate, signed and certified as
accurate and complete by a Financial Officer of the Borrower Representative, in substantially the
form of Exhibit D or another form which is acceptable to the Administrative Agent in its
sole discretion.




          “Netherlands Collection Account” means the collection account maintained by the
Netherlands Borrower with the Administrative Agent and designated as such by Administrative Agent.







19









 








          “Netherlands Collateral” means any and all property owned, leased or operated by
a Person covered by the Collateral Documents and any and all other property of any Loan Party, now
existing or hereafter acquired, that may at any time be or become subject to a security interest or
Lien in favor of the Administrative Agent, on behalf of itself and the Lenders, to secure any
Netherlands Secured Obligations.




          “Netherlands Collateral Documents” means, collectively, the Netherlands Security
Agreements, the Netherlands Mortgages and any other documents granting a Lien upon the Netherlands
Collateral as security for payment of the Netherlands Secured Obligations.




          “Netherlands Financial Supervision Act” means the Netherlands Financial
Supervision Act (Wet op het financieel toezicht).




          “Netherlands Loan Guarantors” means the US Borrower’s Subsidiaries that are
organized under the laws of The Netherlands (other than the Netherlands Borrower).




          “Netherlands Loan Party” means the Netherlands Borrower, each Netherlands Loan
Guarantor party hereto and the Netherlands Security Agreement, and any other Person organized under
the laws of The Netherlands who becomes a party to this Agreement and the Netherlands Security
Agreement pursuant to a Joinder Agreement.




          “Netherlands Loans” means the loans and advances made by the Lenders to the
Netherlands Borrower pursuant to this Agreement, including Protective Advances made with respect to
the Netherlands Borrower.




          “Netherlands Mortgage” means each Mortgage in respect of owned real property located
in the Netherlands of a Netherlands Loan Party.




          “Netherlands Obligations” means all obligations in respect of unpaid principal of and
accrued and unpaid interest (including without limitation any post-petition interest, whether
allowed or not) on the Netherlands Loans, all accrued and unpaid fees and all expenses,
reimbursements, indemnities and other obligations of any Netherlands Loan Party to the Lenders or
to any Lender, the Administrative Agent or any indemnified party arising under any Loan Document.




          “Netherlands Secured Obligations” means all Netherlands Obligations, together with all
(i) Banking Services Obligations of the Netherlands Borrower or any Netherlands Loan Guarantor and
(ii) Swap Obligations of the Netherlands Borrower or any Netherlands Loan Guarantor owing to one or
more Lenders or their respective Affiliates; provided that with respect to any transaction
relating to such Banking Services Obligation or Swap Obligation, the Lender party thereto (other
than Chase) shall have delivered written notice to the Administrative Agent within three Business
Days of execution of such transaction (or within 30 days of the Effective Date with respect to Swap
Obligations that were incurred prior to the Effective Date) that such a transaction has been
entered into and that it constitutes a Netherlands Secured Obligation entitled to the benefits of
the Collateral Documents.




          “Netherlands Security Agreement” means each of that certain Deed of Disclosed Pledges
of Receivables, Deed of Undisclosed Pledge of Receivables, Deed of Non-Possessory Pledges of
Movables, Deed of Pledges of Intellectual Property Rights, Deed of Disclosed Pledges of Financial
Rights, those certain Deeds of Pledges of Shares and those certain Deeds of Mortgages, dated as of
June 16, 2006, between, as the case may be, the Netherlands Borrower, Netherlands Loan Guarantors
(and certain of the US Loan Parties with respect to pledges of Equity Interests issued by the
Netherlands Loan Parties) and the Administrative Agent, for the benefit of the Administrative Agent
and the Lenders, and






20









 







any other pledge or security agreement entered into, on or after the date of this Agreement by
the Netherlands Borrower or any Netherlands Loan Guarantor (as required by this Agreement or any
other Loan Document) as the same has been and may further be amended, restated or otherwise
modified from time to time.




          “Netherlands Swingline Rate” means the rate (adjusted for statutory reserve
requirements for Eurocurrency liabilities) for Eurocurrency deposits for a period of one day quoted
by JPMorgan Chase Bank, N.A., London Branch, plus the Applicable Rate for such Eurocurrency Loan
plus 1%.




          “Netherlands Trigger Event” is defined in the definition of Restriction Period.




          “Net Orderly Liquidation Value” means, with respect to Inventory of any Person,
the orderly liquidation value thereof as determined in a manner acceptable to the Administrative
Agent by an appraiser acceptable to the Administrative Agent, net of all costs of liquidation
thereof.




          “Net Proceeds” means, with respect to any event, (a) the cash proceeds received in
respect of such event including (i) any cash received in respect of any non-cash proceeds
(including any cash payments received by way of deferred payment of principal pursuant to a note or
installment receivable or purchase price adjustment receivable or otherwise, but excluding any
interest payments), but only as and when received, (ii) in the case of a casualty, insurance
proceeds and (iii) in the case of a condemnation or similar event, condemnation awards and similar
payments, net of (b) the sum of (i) all reasonable professional and consulting fees and
out-of-pocket expenses paid to third parties (other than Affiliates) in connection with such event,
(ii) in the case of a sale, transfer or other disposition of an asset (including pursuant to a sale
and leaseback transaction or a casualty or a condemnation or similar proceeding), the amount of all
payments required to be made as a result of such event to repay Indebtedness (other than Loans)
secured by such asset or otherwise subject to mandatory prepayment as a result of such event and
(iii) the amount of all Taxes paid (or reasonably estimated to be payable) and the amount of any
reserves established to fund contingent liabilities reasonably estimated to be payable, in each
case during the year that such event occurred or the next succeeding year and that are directly
attributable to such event (as determined reasonably and in good faith by a Financial Officer).




          “Non-Consenting Lender” has the meaning assigned to such term in Section 2.19(b).




          “Non-Mortgaged Property” has the meaning set forth in Section 3.05.




          “Non-Paying Guarantor” has the meaning assigned to such term in Section 10.11.




          “Non-Restricted Deposit Accounts” means (a) payroll and fiduciary accounts, accounts
of Subsidiaries that are not Loan Parties, employee benefits, withholding tax, escrow and customs
accounts, in each case solely as long as any such account is used exclusively for the purposes
described in this clause (a), and (b) accounts for retail stores, petty cash accounts and
other purposes (with an aggregate amount on deposit in all such accounts specified clause (b) not
to exceed $1,000,000; provided that if at any time any such account specified in clause (b)
shall have on deposit $500,000 or more, such account shall cease to be a “Non-Restricted Deposit
Account” and shall be subject to a control agreement pursuant to Section 7.1(a) of the Security
Agreement).




          “Obligated Party” has the meaning assigned to such term in Section 10.02.




          “Obligations” means, with respect to the US Borrower and the Netherlands Borrower, US
Obligations and Netherlands Obligations, respectively. Unless otherwise specified, “Obligations”
shall refer to the Obligations with respect to the Borrowers.







21









 








          “Off-Balance Sheet Liability” of a Person means (a) any repurchase obligation or
liability of such Person with respect to accounts or notes receivable sold by such Person, (b) any
indebtedness, liability or obligation under any so-called “synthetic lease” transaction entered
into by such Person, or (c) any indebtedness, liability or obligation arising with respect to any
other transaction which is the functional equivalent of or takes the place of borrowing but which
does not constitute a liability on the balance sheets of such Person (other than operating leases).
For purposes of this Agreement, the outstanding principal amount of Off-Balance Sheet Liabilities
shall be deemed equal to the amount of those liabilities that would be outstanding if the
transaction was structured as an on balance sheet secured financing.




          “Other Taxes” means any and all present or future stamp or documentary taxes or any
other excise or property taxes, charges or similar levies arising from any payment made hereunder
or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement.




          “Participant” has the meaning set forth in Section 9.04.




          “Participating Member State” means any member state of the European Union that
adopts or has adopted the Euro as its lawful currency in accordance with legislation of the
European Union relating to the Economic and Monetary Union.




          “Paying Guarantor” has the meaning assigned to such term in Section 10.11.




          “PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA
and any successor entity performing similar functions.




          “Permitted Acquisition” means the acquisition by the US Borrower, directly or through
a Subsidiary, of an interest (whether of stock or of assets) in any other Person, provided that all
of the following conditions shall have been satisfied: (a) such other Person shall operate a
similar business or reasonable extension thereof or reasonably related thereto to that of Holdings
and its Subsidiaries, (b) no Default or Event of Default shall have occurred and be continuing and
none shall exist as a result of and after giving effect thereto, (c) if a Borrower shall merge or
amalgamate with such other Person, such Borrower shall be the surviving party of such merger or
amalgamation, (d) if such Person shall become a Subsidiary of the US Borrower, such new Subsidiary
shall, if required by Section 5.14 hereof become a US Loan Party or a Netherlands Loan Party as
applicable and take such further actions required by Section 5.14, (e) the Borrower shall have
delivered to the Administrative Agent a certificate demonstrating that, both immediately prior to
and immediately after giving effect to such acquisition, Aggregate Availability (without giving
effect to the Availability Block) exceeds $35,000,000 and (f) the aggregate amount expended
(whether in cash, assumed indebtedness (assumed indebtedness for this purpose shall be deemed to
include the maximum potential amount of any applicable earn-out related to such acquisitions),
deferred payments or other consideration) by the US Borrower and its Subsidiaries for all Permitted
Acquisitions shall not exceed $25,000,000.




          “Permitted Discretion” means a determination made in good faith and in the exercise of
commercially reasonable (from the perspective of a secured asset-based lender) business judgment.




          “Permitted Encumbrances” means:





          (a) Liens imposed by law for Taxes that are not yet due or are being contested in
compliance with Section 5.04;



22









 






          (b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like
Liens imposed by law, arising in the ordinary course of business and securing obligations
that are not overdue by more than 30 days or are being contested in compliance with Section
5.04;




          (c) pledges and deposits made in the ordinary course of business in compliance with
workers’ compensation, unemployment insurance and other social security laws or regulations;




          (d) deposits to secure the performance of bids, trade contracts, leases, statutory
obligations, surety and appeal bonds, performance bonds, customs duties, and other
obligations of a like nature, in each case in the ordinary course of business;




          (e) judgment liens in respect of judgments that do not constitute an Event of Default
under clause (k) of Article VII;




          (f) survey exceptions, encumbrances, ground leases, easements or reservations of, or
rights of others for, licenses, rights of way, sewers, electric lines, telegraph and
telephone lines and other similar purposes, or zoning, building codes or other restrictions
(including minor defects or irregularities in title and similar encumbrances) as to the use
of real properties that do not in the aggregate materially adversely affect the value of
said properties or materially impair their use in the operation of the business of Holdings
or any of its Subsidiaries;




          (g) (1) non-exclusive licenses and sublicenses of Intellectual Property granted in the
ordinary course of business, provided, that no such license or sublicense may be
granted that would reasonably be expected to constitute an abandonment of any Loan Party’s
or any Subsidiary’s trade name or trade marks or other similar Intellectual Property if such
abandonment would materially interfere with the business of Holdings and its Subsidiaries;
or (2) leases or subleases not otherwise prohibited under this Agreement and the other Loan
Documents granted to others not interfering in any material respect in the business of
Holdings or any of its Subsidiaries;




          (h) Liens arising solely by virtue of any statutory or common law provisions relating
to banker’s Liens, rights of set-off or similar rights and remedies with respect to the
deposit accounts constituting Non-Restricted Accounts or set forth on Schedule 6.02;




          (i) Liens arising from precautionary Uniform Commercial Code financing statement
filings regarding operating leases permitted hereunder describing the leased property and
proceeds thereof as collateral; and




          (j) any interest or title of a lessor in the leased property under any Capital Lease
Obligation permitted pursuant to Section 6.01 or any operating lease entered into by or
binding upon a Loan Party or a Subsidiary in the ordinary course of its business and
covering only the asset so leased and the personal property thereon and proceeds thereof;


provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.




          “Permitted Investments” means:





          (a) direct obligations of, or obligations the principal of and interest on which are
unconditionally guaranteed by, the United States of America (or by any agency thereof to the



23









 







extent such obligations are backed by the full faith and credit of the United States of
America), in each case maturing within one year from the date of acquisition thereof;




          (b) marketable general obligations issued by any state of the United States of America
or any political subdivision of any such state or any public instrumentality thereof
maturing within one year from the date of acquisition of the United States (provided that
the full faith and credit of the United States is pledged in support thereof) and, at the
time of acquisition having a credit rating of “A” or better from S&P or Moody’s;




          (c) investments in commercial paper maturing within 270 days from the date of
acquisition thereof and having, at such date of acquisition, a credit rating of A-2 or the
equivalent thereof from S&P or P-2 or the equivalent thereof from Moody’s;




          (d) investments in certificates of deposit, banker’s acceptances and time deposits
maturing within 270 days from the date of acquisition thereof issued or guaranteed by or
placed with, and money market deposit accounts issued or offered by, any domestic office of
any commercial bank organized under the laws of the United States of America or any State
thereof which has a combined capital and surplus and undivided profits of not less than
$500,000,000;




          (e) fully collateralized repurchase agreements with a term of not more than 30 days for
securities described in clauses (a), (b) and (d) above and entered into with a financial
institution satisfying the criteria described in clause (d) above;




          (f) money market funds that (i) comply with the criteria set forth in Securities and
Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA
by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000; and




          (g) in the case of any Foreign Subsidiary, (i) marketable direct obligations issued by,
or unconditionally guaranteed by, the sovereign nation in which such Foreign Subsidiary is
organized and is conducting business or issued by any agency of such sovereign nation and
backed by the full faith and credit of such sovereign nation, in each case maturing within
one year from the date of acquisition, so long as the indebtedness of such sovereign nation
is rated at least A by S&P or A2 by Moody’s or carries an equivalent rating from a
comparable foreign rating agency or (ii) investments of the type and maturity described in
clauses (b) through (f) above of foreign obligors, which investments or obligors have
ratings described in such clauses or equivalent ratings from comparable foreign rating
agencies.



          “Person” means any natural person, corporation, limited liability company, trust,
joint venture, association, company, partnership, Governmental Authority or other entity.




          “Plan” means any employee pension benefit plan (other than a Multiemployer Plan)
subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA,
and in respect of which any Borrower or any ERISA Affiliate is (or, if such plan were terminated,
would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of
ERISA.




          “Prepayment Event” means, without duplication:





          (a) any sale, transfer or other disposition (including pursuant to a sale and leaseback
transaction) of any property or asset of any Loan Party, other than (i) dispositions
described in Section 6.05(a), (b), (j) or (k) and (ii) sales of Senior Notes Priority
Collateral to the



24









 







extent such proceeds are required pursuant to the terms of the Senior Notes Indenture
to permanently prepay Senior Notes Obligations permitted hereunder and are in fact used to
permanently prepay such Senior Notes Obligations;




          (b) any sale of the Syracuse Property or the Specified Sale so long as no Default or
Event of Default exists or would result therefrom; or




          (c) any casualty or other insured damage to, or any taking under power of eminent
domain or by condemnation or similar proceeding of, any property or asset of any Loan Party,
other than insurance proceeds and condemnation awards with respect to Senior Notes Priority
Collateral to the extent such proceeds are required pursuant to the terms of the Senior
Notes Indenture to permanently prepay Senior Notes Obligations permitted hereunder and are
in fact used to permanently prepay such Senior Notes Obligations.



          “Prime Rate” means the rate of interest per annum publicly announced from time to time
by Chase as its prime rate; each change in the Prime Rate shall be effective from and including the
date such change is publicly announced as being effective.




          “Projections” has the meaning assigned to such term in Section 5.01(f).




          “Protective Advance” has the meaning assigned to such term in Section 2.04.




          “Refinancing Senior Note Indebtedness” means Indebtedness (“Refinanced
Indebtedness”) which represents a refinancing, renewal, or extension (such refinancings,
renewals and extensions, each a “Refinancing”, or “Refinanced” in the applicable
context) of Indebtedness constituting Senior Note Obligations permitted hereunder (“Original
Indebtedness”) so long as:



          (a) such Refinancings do not result in an increase in the principal amount of the
Original Indebtedness so Refinanced, other than by the amount of prepayment premiums paid thereon,
interest accrued on the Original Indebtedness and the reasonable customary fees and expenses
incurred in connection therewith,




          (b) (i) none of the payment dates applicable to the Refinanced Indebtedness are earlier than
any of the payment dates applicable to the Original Indebtedness so Refinanced, (ii) neither the
interest rate nor any other material pricing terms pertaining to the Refinanced Indebtedness are
higher than the interest rate or other such pricing terms pertaining to the Original Indebtedness
so Refinanced, (iii) the terms and conditions (including without limitation subordination and
intercreditor terms) of the Refinanced Indebtedness, taken as a whole, are no less favorable to any
of Holdings, Borrowers, any of their Subsidiaries, Administrative Agent or any Lender than the
terms and conditions of the Original Indebtedness so Refinanced, and (iv) none of the
representations and warranties, covenants or events of default set forth in the documents governing
the Refinanced Indebtedness are more restrictive to Holdings, Borrowers or any of their
Subsidiaries than the representations and warranties, covenants or events of defaults set forth in
the Loan Documents,




          (c) the Refinanced Indebtedness and other obligations pertaining thereto (and any Liens
securing such Refinanced Indebtedness and other obligations) must be subject to a subordination and
intercreditor agreement in form and substance satisfactory to the Administrative Agent in its sole
discretion (it being understood that and agreed the subordination and intercreditor agreement
would be in form and substance satisfactory to the Administrative Agent if it was on the same terms
and conditions, and in the same form, as the Intercreditor Agreement),







25









 








          (d) the Refinanced Indebtedness is not recourse to any Person that is liable on account
of the Obligations other than those Persons which were obligated (and were permitted under this
Agreement to be so obligated) with respect to the Original Indebtedness so Refinanced,




          (e) the Refinanced Indebtedness is not secured by any assets of Holdings, Borrowers or any of
their Subsidiaries, other than those assets which were subject to Liens permitted under this
Agreement to secure the Original Indebtedness so Refinanced,




          (f) this Agreement (along with any other applicable Loan Documents) shall be amended in a
manner in form and substance acceptable to Administrative Agent in its sole discretion to conform
this Agreement (and such other Loan Documents) to the provisions of the Refinanced Indebtedness
(such as updating the definitions of Intercreditor Agreement, Senior Notes, Senior Notes Indenture
and Senior Notes Obligations) to preserve substantially the same rights and interests the
Administrative Agent and the Lenders had with respect to the Original Indebtedness that was so
Refinanced and have those rights and interests apply to such Refinanced Indebtedness, and




          (g) Borrower Representative has provided copies of all material documents prior to the
execution thereof (with reasonably sufficient time for Administrative Agent to review such
documents prior to the execution thereof) pertaining to the Refinanced Indebtedness.




          “Register” has the meaning set forth in Section 9.04.




          “Related Parties” means, with respect to any specified Person, such Person’s
Affiliates and the respective directors, officers, employees, agents and advisors of such Person
and such Person’s Affiliates.




          “Report” means reports prepared by the Administrative Agent or another Person showing
the results of appraisals, field examinations or audits pertaining to the Borrowers’ assets from
information furnished by or on behalf of the Borrowers, after the Administrative Agent has
exercised its rights of inspection pursuant to this Agreement, which Reports may be distributed to
the Lenders by the Administrative Agent.




          “Required Lenders” means, at any time, Lenders having Credit Exposure (USD Equivalent)
and unused Revolving Commitments representing more than 50% of the sum of the total Credit Exposure
(USD Equivalent) and unused Revolving Commitments at such time and based on the Exchange Rate in
effect at such time.




          “Requirement of Law”: as to any Person, the Certificate of Incorporation and By-Laws
or other organizational or governing documents of such Person, and any law, treaty, rule or
regulation or determination of an arbitrator or a court or other Governmental Authority, in each
case applicable to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.




          “Reserves” means any and all reserves which the Administrative Agent deems necessary,
in its Permitted Discretion, to maintain (including, without limitation, an availability reserve,
reserves for accrued and unpaid interest on the Secured Obligations, Banking Services Reserves,
reserves for rent at locations leased by any Loan Party and for consignee’s, warehousemen’s and
bailee’s charges, reserves for dilution of Accounts, reserves for Inventory shrinkage, reserves for
customs charges and shipping charges related to any Inventory in transit, reserves for Swap
Obligations, reserves for contingent






26









 







liabilities of any Loan Party, reserves for uninsured losses of any Loan Party, reserves for
uninsured, underinsured, un-indemnified or under-indemnified liabilities or potential liabilities
with respect to any litigation and reserves for Taxes, fees, assessments, and other governmental
charges) with respect to the Collateral or any Loan Party.




          “Reset Date” means the second Business Day following each Calculation Date,
provided that, in connection with any Calculation Date designated pursuant to clause (b) of
the definition thereof, the applicable Reset Date shall be such Calculation Date.




          “Restricted Payment” means any dividend or other distribution (whether in cash,
securities or other property) with respect to any Equity Interests in any Loan Party or any
Subsidiary, or any payment (whether in cash, securities or other property), including any sinking
fund or similar deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any such Equity Interests in the US Borrower or any option, warrant
or other right to acquire any such Equity Interests in the US Borrower.




          “Restriction Commencement Date” means a date on which a Restriction Trigger Event
shall have occurred.




          “Restriction Period” means the period commencing on a Restriction Commencement Date
and ending on a Restriction Release Date.




          “Restriction Period Grid” means the table set forth below setting forth the applicable
Restriction Trigger Amounts and Restriction Release Amounts with respect to each provision of the
Loan Documents wherein the term “Restriction Period” is used:




	 	 	 	 	 	 	 	 	 
	Relevant Provision	 	Restriction Trigger Amount	 	Restriction Release Amount
	Section 5.01(g), (h)
and (k) of this
Agreement
	 	$	25,000,000	 	 	$	30,000,000	 
	 
	 	 	 	 	 	 	 	 
	Section 6.08(a) of
this Agreement
	 	$	25,000,000	 	 	$	40,000,000	 
	 
	 	 	 	 	 	 	 	 
	Article VII of the
US Security Agreement
	 	$	20,000,000	 	 	$	30,000,000	 
	 
	 	 	 	 	 	 	 	 
	Provisions of the
Netherlands
Collateral Documents
referring to
“Netherlands Trigger
Event”
	 	$	20,000,000	 	 	$	30,000,000	 
	 
	 	 	 	 	 	 	 	 
	Provisions of the
Netherlands
Collateral Documents
referring to
“Netherlands Bank
Account
Establishment
Trigger Event”
	 	$	31,000,000	 	 	$	41,000,000	 






          “Restriction Release Amount” means, with respect to each provision of the Loan
Documents wherein the term “Restriction Period” is used, the amount set forth in the Restriction
Period Grid opposite the reference to such provision.







27









 








          “Restriction Release Date” means a date on which a Restriction Release Event shall
have occurred.




          “Restriction Release Event” means that (a) the sum of (i) the Aggregate Availability
(without giving effect to the Availability Block) plus (ii) the aggregate amount of cash or
Permitted Investments subject to a first priority perfected security interest in favor of the
Administrative Agent pursuant to the Loan Documents is greater than or equal to the applicable
Restriction Release Amount as of any Reset Date and during the period of thirty (30) consecutive
days immediately succeeding such Reset Date and (b) unless otherwise consented to by Administrative
Agent in its sole discretion for the purposes of this definition, no Default or Event of Default
has occurred and is continuing.




          “Restriction Trigger Amount” means, with respect to each provision of the Loan
Documents wherein the term “Restriction Period” is used, the amount set forth in the Restriction
Period Grid opposite the reference to such provision.




          “Restriction Trigger Event” means that (a) both (i) as of any Reset Date the sum of
(A) the Aggregate Availability (without giving effect to the Availability Block) plus (B)
the aggregate amount of cash or Permitted Investments subject to a first priority perfected
security interest in favor of the Administrative Agent pursuant to the Loan Documents fails to be
equal to or greater than the applicable Restriction Trigger Amount and (ii) such failure shall have
continued unremedied for three (3) consecutive days following notice of such failure from the
Administrative Agent or (b) unless otherwise consented to by Administrative Agent in its sole
discretion for the purposes of this definition, an Event of Default has occurred and is continuing,
or, with respect to Section 6.8(a) of the Credit Agreement, a Default or Event of Default has
occurred and is continuing.




          “Revolving Commitment” means, with respect to each Lender, the commitment, if any, of
such Lender to make Revolving Loans and to acquire participations in Letters of Credit and
Swingline Loans hereunder, expressed as an amount representing the maximum possible aggregate
amount of such Lender’s Revolving Exposure hereunder, as such commitment may be (a) reduced from
time to time pursuant to Section 2.09 and (b) reduced or increased from time to time pursuant to
assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s
Commitment is set forth on the Commitment Schedule, or in the Assignment and Assumption
pursuant to which such Lender shall have assumed its Revolving Commitment. The initial aggregate
amount of the Lenders’ Revolving Commitments is $110,000,000.




          “Revolving Euro Exposure” means, with respect to any Lender as it relates to any
Borrower at any time, the Revolving Exposure of such Lender as it relates to such Borrower at such
time that is denominated in Euros.




          “Revolving Exposure” means, with respect to any Lender as it relates to any Borrower
at any time, the sum of the outstanding principal amount of such Lender’s Revolving Loans to such
Borrower, in each case, and its LC Exposure with respect to any Letter of Credit requested by such
Borrower and an amount equal to its Applicable Percentage of the aggregate principal amount of
Swingline Loans to such Borrower, in each case, at such time.




          “Revolving Lender” means, as of any date of determination, a Lender with a Revolving
Commitment or, if the Revolving Commitments have terminated or expired, a Lender with Revolving
Exposure.




          “Revolving Loan” means a Loan made pursuant to Section 2.01(b).







28









 








          “Revolving Netherlands Exposure” means, with respect to any Lender as it relates to
the Netherlands Borrower, at any time, the sum of the principal amount of such Lender’s Netherlands
Loans outstanding at such time made pursuant to the Revolving Netherlands Sublimit.




          “Revolving Netherlands Sublimit” means, with respect to each Lender, the obligation,
if any, of such Lender to make Revolving Loans hereunder to the Netherlands Borrower based on the
Netherlands Borrowing Base, expressed as an amount representing the maximum possible aggregate
amount of such Lender’s Revolving Exposure hereunder, as such obligation may be (a) reduced from
time to time pursuant to Section 2.09 and (b) reduced or increased from time to time pursuant to
assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s
Revolving Netherlands Sublimit is set forth on the Commitment Schedule, or in the
Assignment and Assumption pursuant to which such Lender shall have assumed its Revolving
Netherlands Sublimit. The initial aggregate amount of the Lenders’ Revolving Netherlands Sublimit
is $20,000,000.




          “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw Hill
Companies, Inc.




          “Secured Obligations” means, collectively, the US Secured Obligations and Netherlands
Secured Obligations.




          “Security Agreement” means, with respect to the US Borrower and the Netherlands
Borrower, the US Security Agreement and the Netherlands Security Agreement, respectively. Unless
otherwise specified, “Security Agreement” shall refer to the US Security Agreement and the
Netherlands Security Agreement, collectively.




          “Senior Notes” means the 10% Senior Secured Notes due 2015 of the US
Borrower issued on the Effective Date pursuant to the Senior Notes Indenture, as the same may be
amended or otherwise modified from time to time to the extent permitted by this Agreement.




          “Senior Notes Indenture” means the Indenture, dated as of February 8, 2010, among the
US Borrower, Holdings, the other US Loan Parties party thereto and The Bank of New York Mellon
Trust Company, N.A., as Trustee, in connection with the issuance of the Senior Notes, as the same
may be amended or otherwise modified from time to time to the extent permitted by this Agreement.




          “Senior Notes Obligations” means all “Notes Obligations” (as defined in the
Intercreditor Agreement) other than Additional Pari Passu Senior Indebtedness Obligations (as
defined in the Intercreditor Agreement).




          “Senior Notes Priority Collateral” means the “Notes Priority Collateral” (as defined
in the Intercreditor Agreement).




          “Settlement” has the meaning assigned to such term in Section 2.05(d).




          “Settlement Date” has the meaning assigned to such term in Section 2.05(d).




          “Solvent” mean, with respect to each Loan Party, at any time that (i) the fair value
of the assets of such Loan Party, at a fair valuation, at such time exceed its debts and
liabilities, subordinated, contingent or otherwise; (ii) the present fair saleable value of the
property of such Loan Party at such time are greater than the amount that will be required to pay
the probable liability of its debts and other liabilities, subordinated, contingent or otherwise,
as such debts and other liabilities become absolute and matured; (iii) such Loan Party at such time
is able to pay its debts and liabilities, subordinated, contingent






29









 







or otherwise, as such debts and liabilities become absolute and matured; and (iv) such Loan
Party at such time does not have unreasonably small capital with which to conduct the business in
which it is engaged as such business is then conducted and is proposed to be conducted thereafter.




          “Specified Change in Control” means a “Change of Control” (or any other defined term
having a similar purpose) as defined in the Senior Notes Indenture.




          “Specified Sale” means the sale, transfer or disposition of the business and related
assets currently conducted by certain Subsidiaries of the Borrower to the extent expressly
identified to the Administrative Agent and Lenders prior to the Effective Date pursuant that
certain letter from the Borrower Representative to the Administrative Agent and the Lenders dated
as of February 5, 2010 entitled “Specified Sale Side Letter”.




          “Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of
which is the number one and the denominator of which is the number one minus the aggregate of the
maximum reserve percentages (including any marginal, special, emergency or supplemental reserves)
expressed as a decimal established by the Board to which the Administrative Agent is subject with
respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency
Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed
pursuant to such Regulation D. Eurocurrency Loans shall be deemed to constitute eurocurrency
funding and to be subject to such reserve requirements. The Statutory Reserve Rate shall be
adjusted automatically on and as of the effective date of any change in any reserve percentage.




          “Subordinated Indebtedness” of a Person means any Indebtedness of such Person the
payment of which is contractually subordinated to payment of the Secured Obligations to the
reasonable written satisfaction of the Administrative Agent; provided, that the Senior
Notes Obligations shall not be deemed to be Subordinated Indebtedness for purposes hereof.




          “subsidiary” means, with respect to any Person (the “parent”) at any date, any
corporation, limited liability company, partnership, association or other entity the accounts of
which would be consolidated with those of the parent in the parent’s consolidated financial
statements if such financial statements were prepared in accordance with GAAP as of such date, as
well as any other corporation, limited liability company, partnership, association or other entity
of which securities or other ownership interests representing more than 50% of the equity or more
than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the
general partnership interests are, as of such date, owned, controlled or held by the parent or one
or more subsidiaries of the parent.




          “Subsidiary” means with respect to any Loan Party any direct or indirect subsidiary of
such Loan Party.




          “Supermajority Lenders” means, at any time, Lenders having Revolving Exposure and
unused Revolving Commitments representing 66 2/3% or more of the sum of the total Revolving
Exposure and unused Revolving Commitment.




          “Swap Agreement” means any agreement with respect to any swap, forward, future or
derivative transaction or option or similar agreement involving, or settled by reference to, one or
more rates, currencies, commodities, equity or debt instruments or securities, or economic,
financial or pricing indices or measures of economic, financial or pricing risk or value or any
similar transaction or any combination of these transactions; provided that no phantom
stock or similar plan providing for payments only on account of services provided by current or
former directors, officers, employees or consultants of the Borrowers or the Subsidiaries shall be
a Swap Agreement.







30









 








          “Swap Obligations” of a Person means any and all obligations of such Person, whether
absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired
(including all renewals, extensions and modifications thereof and substitutions therefor), under
(a) any and all Swap Agreements, and (b) any and all cancellations, buy backs, reversals,
terminations or assignments of any Swap Agreement transaction.




          “Swingline Lender” means JPMorgan Chase Bank, N.A. in its capacity as lender of
Swingline Loans hereunder.




          “Swingline Loan” means a Loan made pursuant to Section 2.05.




          “Syracuse Property” has the meaning assigned to such term in Section 6.05.




          “Taxes” means any and all present or future taxes, levies, imposts, duties,
deductions, charges or withholdings imposed by any Governmental Authority.




          “Transactions” means the execution, delivery and performance by the Loan Parties of
this Agreement, the borrowing of Loans and other credit extensions, the use of the proceeds thereof
and the issuance of Letters of Credit hereunder and the guarantees made hereunder by any Loan
Guarantor.




          “Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of
interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the
Adjusted LIBO Rate, the CB Floating Rate or another rate of interest reasonably determined by the
Administrative Agent, and whether such Loan or Borrowing is made in dollars or Euros.




          “UCC” means the Uniform Commercial Code as in effect from time to time in the State of
New York or any other state the laws of which are required to be applied in connection with the
issue of perfection of security interests.




          “United States” and “U.S.” means the United States of America.




          “Unliquidated Obligations” means, at any time, any Secured Obligations (or portion
thereof) that are contingent in nature or unliquidated at such time, including any Secured
Obligation that is: (i) an obligation to reimburse a bank for drawings not yet made under a letter
of credit issued by it; (ii) any other obligation (including any guarantee or any indemnification
obligation) that is contingent in nature at such time; or (iii) an obligation to provide collateral
to secure any of the foregoing types of obligations.




          “US Borrower” means Libbey Glass Inc., a Delaware corporation.




          “US Borrowing Base” means, at any time, the sum of (a) 85% of the Eligible Accounts at
such time of all US Loan Parties other than Holdings, plus (b) the lesser of (i) 65% of
such Loan Parties’ Eligible Inventory, valued at the lower of cost or market value, determined on a
first-in-first-out basis, at such time and (ii) the product of 85% multiplied by such US Loan
Parties’ Net Orderly Liquidation Value percentage identified in the most recent inventory appraisal
ordered by the Administrative Agent multiplied by such US Loan Parties’ Eligible Inventory, valued
at the lower of cost or market value, determined on a first-in-first-out basis, at such time,
minus (c) Reserves without duplication of any Reserves with respect to the Netherlands
Borrowing Base (including, but not limited to, (i) the Availability Block and (ii) the ERISA
Reserve) related to such US Loan Parties. The maximum amount of the US Borrowing Base attributable
to Inventory, together with Inventory attributable to the Netherlands Borrowing Base, is
$70,000,000. The Administrative Agent may, in its Permitted Discretion,






31









 







reduce the advance rates set forth above, adjust Reserves or reduce one or more of the other
elements used in computing the US Borrowing Base.




          Notwithstanding the foregoing, if at any time (x) an Event of Default is in existence or (y)
less than 65% of the aggregate gross dollar amount of the Accounts (other than Accounts owing to
Affiliates) and Inventory set forth on the US Borrowing Base Certificate are Accounts and Inventory
of the US Borrower (i.e., 35% or more of the aggregate gross dollar amount of the Accounts (other
than Accounts owing to Affiliates) and Inventory set forth on the US Borrowing Base Certificate are
Accounts and Inventory of US Loan Parties other than the US Borrower), then Administrative Agent
may in its sole discretion require that the US Borrowing Base be converted from a “consolidated
borrowing base” into “separate borrowing bases” whereby (subject only to such exceptions as
Administrative Agent may agree in its sole discretion) each of the US Loan Parties would only
receive access to US Loans (other than Protective Advances) to the extent the amount of the US
Borrowing Base was then attributable to Eligible Accounts and Eligible Inventory of such US Loan
Party. The Borrower Representative may designate in good faith certain Accounts and Inventory of
US Loan Parties that are Subsidiaries of the US Borrower as being excluded from such calculation
(and as a result thereof such Accounts and Inventory would not constitute Eligible Accounts or
Eligible Inventory for all purposes in this Agreement and the other Loan Documents). Any such
designation by the Borrower Representative would need to be included in the current US Borrowing
Base Certificate.




          “US Borrowing Base Certificate” means a certificate, signed and certified as accurate
and complete by a Financial Officer of the Borrower Representative, in substantially the form of
Exhibit C or another form which is acceptable to the Administrative Agent in its sole discretion.




          “US Collateral” means any and all property owned, leased or operated by a Person
covered by the US Collateral Documents and any and all other property of any US Loan Party, now
existing or hereafter acquired, that may at any time be or become subject to a security interest or
Lien in favor of the Administrative Agent, on behalf of itself and the Lenders, to secure any
Secured Obligations.




          “US Collateral Documents” means, collectively, the US Security Agreement, the US
Mortgages, the Grants of Security Interests in Intellectual Property and any other documents
granting a Lien upon the US Collateral as security for payment of the Secured Obligations.




          “US General Availability” means, at any time, an amount equal to the difference of (a)
the lesser of the total Revolving Commitments (less (i) the Availability Block and (ii) Reserves
(other than Reserves which Agent elects not to deduct for such purpose in its sole discretion)) and
the US Borrowing Base at such time minus (b) the total Revolving Exposure (excluding
Revolving Netherlands Exposures) at such time; provided that such US General Availability will at
no time exceed the difference of (x) the sum of the total Revolving Commitments (less (i) the
Availability Block and (ii) Reserves (other than Reserves which Agent elects not to deduct for such
purpose in its sole discretion)) minus (y) the Aggregate Credit Exposure at such time.




          “US Loan Guarantors” means the US Borrower’s domestic Subsidiaries (other than the
Inactive US Subsidiary) and Holdings, and for the purposes of Article X hereof, shall also mean the
US Borrower.




          “US Loan Party” means the US Borrower, Holdings, the other US Loan Guarantors party
hereto and the US Security Agreement and any other domestic Subsidiary of Holdings who becomes a
party to this Agreement and the US Security Agreement pursuant to a Joinder Agreement and their
successors and assigns.







32









 








          “US Loans” means the loans and advances made by the Lenders to the US Borrower
pursuant to this Agreement, including Swingline Loans and Protective Advances.




          “US Mortgage” means each Mortgage in respect of real property of a US Loan Party.




          “US Non-Paying Guarantor” has the meaning assigned to such term in Section 10.11(a).




          “US Paying Guarantor” has the meaning assigned to such term in Section 10.11(a).




          “US Obligations” means all obligations in respect of unpaid principal of and accrued
and unpaid interest (including without limitation any post-petition interest, whether allowed or
not) on the US Loans, all LC Exposure, all accrued and unpaid fees and all expenses,
reimbursements, indemnities and other obligations (not constituting or arising in respect of
principal or interest or LC Disbursements) of any US Loan Party to the Lenders or to any Lender,
the Administrative Agent, the Issuing Bank or any indemnified party arising under any Loan
Document.




          “US Secured Obligations” means all US Obligations, together with all (i) Banking
Services Obligations of the US Borrower or any US Loan Guarantor and (ii) Swap Obligations of the
US Borrower or any US Loan Guarantor owing to one or more Lenders or their respective Affiliates;
provided with respect to any transaction relating to such Banking Services Obligation or
Swap Obligation, the Lender party thereto (other than Chase) shall have delivered written notice to
the Administrative Agent within three Business Days of execution of such transaction (or within 30
days of the Effective Date with respect to Swap Obligations that were incurred prior to the
Effective Date) that such a transaction has been entered into and that it constitutes a US Secured
Obligation entitled to the benefits of the US Collateral Documents.




          “US Security Agreement” means that certain Amended and Restated Pledge and Security
Agreement, dated as of the date of this Agreement, between the US Borrower, the US Loan Guarantors
and the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, and any
other pledge or security agreement entered into, after the date of this Agreement by any other US
Loan Guarantor (as required by this Agreement or any other Loan Document), or any other Person, as
the same may be amended, restated or otherwise modified from time to time.




          “US Separate Borrowing Base Period” any period in which separate US Borrowing Bases
are required by the last paragraph of the definition of US Borrowing Base.




          “USD Equivalent” means, with respect to any amount of Euros, on any date, the amount
of dollars that may be purchased with such amount of Euros at the Exchange Rate in effect on such
date.




          “Wholly-Owned Subsidiary” means with respect to any Person, any other Person all of
the Capital Stock of which (other than directors’ qualifying shares required by law) is owned by
such Person directly and/or through other Wholly Owned Subsidiaries of such Person.




          “Withdrawal Liability” means liability to a Multiemployer Plan as a result of a
complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of
Subtitle E of Title IV of ERISA.




          Section 1.02 Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g.,
a “Revolving Loan”) or by Type (e.g., a “Eurocurrency Loan”) or by Class and Type
(e.g., a “Eurocurrency Revolving Loan”). Borrowings also






33









 







may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type
(e.g., a “Eurocurrency Borrowing”) or by Class and Type (e.g., a “Eurocurrency
Revolving Borrowing”).




          Section 1.03 Terms of Usage.




          (a) The definitions of terms herein shall apply equally to the singular and plural forms of
the terms defined. Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be
deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to
have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a)
any definition of or reference to any agreement, instrument or other document or contractual
obligation herein shall, unless otherwise specified, be construed as referring to such agreement,
instrument or other document or contractual obligation as from time to time amended, supplemented
or otherwise modified (subject to any restrictions on such amendments, supplements or modifications
set forth herein or any other Loan Document), (b) any reference herein to any Person shall be
construed to include such Person’s successors and permitted assigns, (c) the words “herein”,
“hereof” and “hereunder”, and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all references herein to
Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of,
and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be
construed to have the same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts and contract rights. Unless otherwise
provided, dollar ($) baskets set forth in the representations and warranties, covenants and events
of default provisions of this Agreement (and other similar baskets; it being understood that this
sentence does not apply to Article II of this Agreement) are calculated as of each date of
measurement by the USD Equivalents thereof as of such date of measurement; provided that if
any such baskets are exceeded solely as a result of fluctuations in applicable currency exchange
rates after the last time such baskets were accessed, such baskets will not be deemed to have been
exceeded solely as a result of such fluctuations in currency exchange rates.




          (b) In this Agreement, where it relates to a Netherlands entity, reference to (i) a
winding-up, administration or dissolution includes a Netherlands entity being declared bankrupt
(failliet verklaard) or dissolved (ontbonden); (ii) a moratorium includes surseance van betaling
and granted a moratorium includes surseance verleend; (iii) any step or procedure taken in
connection with insolvency proceedings includes a Netherlands entity having filed a notice under
Section 36 of the Tax Collection Act of the Netherlands (Invorderingswet 1990) or Section 60 of the
Social Insurance Financing Act of the Netherlands (Wet Financiering Sociale Verzekeringen) in
conjunction with Section 36 of the Tax Collection Act of the Netherlands (Invorderingswet 1990);
(iv) a trustee in bankruptcy includes a curator; (v) an administrator includes a bewindvoerder; and
(vi) an attachment includes a beslag.




          Section 1.04 Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial
nature shall be construed in accordance with GAAP, as in effect from time to time; provided
that, if the Borrower Representative notifies the Administrative Agent that the Borrowers request
an amendment to any provision hereof to eliminate the effect of any change occurring after the date
hereof in GAAP or in the application thereof on the operation of such provision (or if the
Administrative Agent notifies the Borrower Representative that the Required Lenders request an
amendment to any provision hereof for such purpose), regardless of whether any such notice is given
before or after such change in GAAP or in the application thereof, then such provision shall be
interpreted on the basis of GAAP as in effect and applied immediately before such change shall have
become effective until such notice shall have been withdrawn or such provision amended in
accordance herewith.







34









 








ARTICLE II




The Credits



          Section 2.01 Commitments.




          (a) Immediately prior to the effectiveness of this Agreement, the outstanding balance of the
“Revolving Loans” as of the date hereof made under (and as such term is defined in) the Original
Credit Agreement was the USD Equivalent of $0.00 (the “Outstanding Original Revolving Loan
Balance”). Immediately upon giving effect to this Agreement on the date hereof, the
Outstanding Original Revolving Loan Balance automatically shall be continued as, and shall convert
into, outstanding Revolving Loans hereunder owed by each Borrower to Lenders as if such Revolving
Loans had been made by Lenders to the respective Borrower hereunder.




          (b) (A) Subject to the terms and conditions set forth herein, each Lender agrees to make
Revolving Loans to each Borrower from time to time during the Availability Period in dollars or
Euros, as requested by such Borrower, in an aggregate principal amount that will not result in (i)
the USD Equivalent of such Lender’s Revolving Exposure with respect to the Borrowers exceeding such
Lender’s Revolving Commitment, (ii) the USD Equivalent of the Aggregate Credit Exposures with
respect to the Borrowers exceeding the sum of the total Revolving Commitments (less (i) the
Availability Block and (ii) Reserves (other than Reserves which Agent elects not to deduct for such
purpose in its sole discretion)), (iii) the USD Equivalent of the total Revolving Exposures
(excluding Revolving Netherlands Exposures) exceeding the US Borrowing Base, (iv) the USD
Equivalent of the total Revolving Euro Exposures with respect to the Borrowers exceeding the Euro
Sublimit, (v) the USD Equivalent of such Lender’s Revolving Netherlands Exposure with respect to
the Netherlands Borrower exceeding such Lender’s Revolving Netherlands Sublimit, (vi) the USD
Equivalent of the total Revolving Netherlands Exposures with respect to the Netherlands Borrower
exceeding the sum of the total Revolving Netherlands Sublimit, (vii) the USD Equivalent of the
total Revolving Netherlands Exposures exceeding the Netherlands Borrowing Base or (viii) the USD
Equivalent of the total Revolving Exposures relating to the Netherlands Borrower exceeding the
Libbey Europe Sublimit, subject to the Administrative Agent’s authority, in its sole discretion, to
make Protective Advances pursuant to the terms of Section 2.04. Within the foregoing limits and
subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow
Revolving Loans. Subject to Section 2.14, each Borrowing made in Euros shall be comprised entirely
of Eurocurrency Loans.





          (B) Not later than noon, Local Time, on the second Business Day preceding the Borrowing
Date with respect to each Borrowing (or, in the case of a CBFR Borrowing at a time when
Eurocurrency Loans made in Euros shall be outstanding, promptly on such Borrowing Date), the
Administrative Agent shall determine the Exchange Rate with respect to Euros as of such date
and give notice thereof to the relevant Borrower and the relevant Lenders. The Exchange
Rate so determined shall become effective on such Borrowing Date for the purposes of
determining availability under the Commitments with respect to such Borrowing (it being
understood that such availability shall be calculated and determined by applying such
Exchange Rate to the aggregate principal amount of Loans made in Euros which are outstanding
on such Borrowing Date).



          (c) Not later than 2:00 p.m., New York City time, on each Calculation Date (so long as any
Eurocurrency Loans made in Euros shall be outstanding), the Administrative Agent shall determine
the Exchange Rate with respect to Euros as of such Calculation Date and give notice thereof to the
relevant Borrowers and the relevant Lenders. The Exchange Rate so determined shall become
effective on the next succeeding Reset Date. If, on any Reset Date, (i) the USD Equivalent of the
total Revolving






35









 







Euro Exposures relating to the Borrowers exceeds the Euro Sublimit, (ii) the USD Equivalent of
the total Revolving Netherlands Exposures relating to the Netherlands Borrower exceeds the sum of
the total Revolving Netherlands Sublimit, (iii) the USD Equivalent of the total Revolving Exposures
(excluding Revolving Netherlands Exposure) relating to the Borrowers exceeds the US Borrowing Base,
(iv) the USD Equivalent of the total Revolving Netherlands Exposure relating to the Netherlands
Borrower exceeds the Netherlands Borrowing Base or (v) the USD Equivalent of the total Revolving
Exposures relating to the Netherlands Borrower exceeds the Libbey Europe Sublimit, then each such
Borrower shall, within three Business Days after notice thereof from the Administrative Agent,
prepay its Revolving Loans in an aggregate USD Equivalent amount equal, when taken together with
any contemporaneous prepayment by the other Borrower, to any such excess (such calculation to be
made using the Exchange Rate that is effective on such Reset Date); provided that any such
prepayment shall be accompanied by accrued interest to the extent required by Section 2.13 but
shall be without premium or penalty of any kind (other than any payments required under Section
2.16).




          Section 2.02 Loans and Borrowings.




          (a) Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of
Loans of the same Class and Type made by the Lenders ratably in accordance with their respective
Commitments of the applicable Class. Any Protective Advance and any Swingline Loan shall be made
in accordance with the procedures set forth in Section 2.04 and 2.05.




          (b) Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of CBFR
Loans or Eurocurrency Loans as the Borrower Representative may request in accordance herewith,
provided that all Eurocurrency Borrowings made on the Effective Date must be made in
accordance with Section 2.03. Each Swingline Loan to the US Borrower shall be a CBFR Loan and each
Swingline Loan to the Netherlands Borrower shall bear interest at the Netherlands Swingline Rate.
Each Lender at its option may make any Eurocurrency Loan by causing any domestic or foreign branch
or Affiliate of such Lender to make such Loan; provided that any exercise of such option
shall not affect the obligation of the applicable Borrowers to repay such Loan in accordance with
the terms of this Agreement.




          (c) At the commencement of each Interest Period for any Eurocurrency Borrowing, such Borrowing
shall be in an aggregate (USD Equivalent) amount that is an integral multiple of $500,000 and not
less than $2,000,000. At the time that each CBFR Borrowing is made, such Borrowing shall be in an
aggregate (USD Equivalent) amount that is an integral multiple of $500,000 and not less than
$1,000,000; provided that a CBFR Borrowing may be in an aggregate (USD Equivalent) amount
that is equal to the entire unused balance of the total Revolving Commitments (less (i) the
Availability Block and (ii) Reserves (other than Reserves which Agent elects not to deduct for such
purpose in its sole discretion)) or that is required to finance the reimbursement of an LC
Disbursement as contemplated by Section 2.06(e). Each Swingline Loan shall be in an amount that is
an integral multiple of $100,000 and not less than $500,000. Borrowings of more than one Type and
Class may be outstanding at the same time; provided that there shall not at any time be
more than a total of seven (7) Eurocurrency Borrowings outstanding.




          (d) Notwithstanding any other provision of this Agreement, the Borrower Representative shall
not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest
Period requested with respect thereto would end after the Maturity Date.




          Section 2.03 Requests for Borrowings. To request a Borrowing, the Borrower Representative shall notify the Administrative Agent
of such request by submitting a Borrowing Notice (delivered by hand or facsimile) signed by the
Borrower Representative (a) in the case of a Eurocurrency Borrowing, not later than noon, Local
Time, three Business Days before the date of the proposed Borrowing or (b) in the case of a CBFR
Borrowing, not later than noon, Local Time, on the date of the






36









 







proposed Borrowing; provided, that with respect to any Eurocurrency Borrowing proposed
to be made on the Effective Date, the Administrative Agent shall not later than noon, Local Time,
three Business Days prior to the Effective Date have received a Borrowing Notice and a funding
indemnity side letter by each Borrower requesting such Borrowing for the benefit of the
Administrative Agent and each Lender reasonably satisfactory to the Administrative Agent, and in
case such notice and side letter are not so received by such time, the Borrower shall be deemed to
have requested the USD Equivalent of CBFR Loans denominated in dollars in lieu of such Eurocurrency
Loans; and provided, further, that any such notice of a CBFR Revolving Borrowing to
finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not
later than 9:00 a.m., Chicago time, on the date of the proposed Borrowing. Each such telephonic
Borrowing Notice shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile
to the Administrative Agent of a written Borrowing Notice signed by the Borrower Representative.
Each such telephonic and written Borrowing Notice shall specify the following information in
compliance with Section 2.01:




          (i) the name of the applicable Borrower;




          (ii) the aggregate amount of the requested Borrowing and a breakdown of the separate wires
comprising such Borrowing;




          (iii) the date of such Borrowing, which shall be a Business Day;




          (iv) whether such Borrowing is to be made in dollars or Euros;




          (v) whether such Borrowing is to be made pursuant to the Revolving Netherlands Sublimit;




          (vi) whether such Borrowing is to be a CBFR Borrowing or a Eurocurrency Borrowing; and




          (vii) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable
thereto, which shall be a period contemplated by the definition of the term “Interest Period.”



If no election as to the Type of Borrowing is specified in such Borrowing Notice, then the
requested Borrowing shall be, in the case of a Borrowing requested to be made in dollars, a CBFR
Borrowing and, in the case of a Borrowing requested to be made in Euros, a Eurocurrency Borrowing
with an Interest Period of one month. If no Interest Period is specified with respect to any
requested Eurocurrency Revolving Borrowing, then the applicable Borrower(s) shall be deemed to have
selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing
Notice in accordance with this Section, the Administrative Agent shall advise each Lender of the
details thereof and of the amount of such Lender’s Loan to be made as part of the requested
Borrowing.




          Section 2.04 Protective Advances.




          (a) Subject to the limitations set forth below, the Administrative Agent is authorized by the
Borrowers and the Lenders, from time to time in the Administrative Agent’s sole discretion (but
shall have absolutely no obligation to), to make Loans to the Borrowers in dollars or Euros, on
behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary
or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the
likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to
pay any other amount chargeable to or required to be paid by any Borrower pursuant to the terms of
this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as
described in Section 9.03) and other sums






37









 







payable under the Loan Documents (any of such Loans are herein referred to as “Protective
Advances”); provided that, the aggregate USD Equivalent (measured at the time of each
Protective Advance) amount of Protective Advances outstanding at any time shall not at any time
exceed $10,000,000; provided further that, the USD Equivalent amount of Aggregate Credit
Exposure shall not exceed the sum of the total Revolving Commitments; provided further
that, the USD Equivalent of any Lender’s Revolving Exposure shall not exceed such Lender’s
Revolving Commitment. Protective Advances may be made even if the conditions precedent set forth
in Section 4.02 have not been satisfied. Protective Advances with respect to the US Borrower shall
be secured by liens in favor of the Administrative Agent for the benefit of itself, the Issuing
Lenders and the Lenders on and to the US Collateral and shall constitute Obligations of the US
Borrower. Protective Advances with respect to the Netherlands Borrower shall be secured by the
Liens in favor of the Administrative Agent for the benefit of itself, the Issuing Lenders and the
Lenders in and to the Collateral and shall constitute Obligations of the Netherlands Borrower
hereunder. All Protective Advances shall be, in the case of a Borrowing made in dollars, CBFR
Borrowings and, in the case of a Borrowing made in Euros, bear interest at an interest rate
reasonably determined by the Administrative Agent to compensate the applicable Lenders for such
Borrowing in Euros for the applicable period. The Administrative Agent’s authorization to make
Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must
be in writing and shall become effective prospectively upon the Administrative Agent’s receipt
thereof. At any time that there is sufficient Availability with respect to the Borrower on whose
behalf a Protective Advance was made and the conditions precedent set forth in Section 4.02 have
been satisfied, the Administrative Agent may request the Revolving Lenders to make a Revolving Loan
to such Borrower (including, with respect to the Netherlands Borrower, pursuant to the Revolving
Netherlands Sublimit) to repay such Protective Advance. At any other time the Administrative Agent
may require the Lenders to fund their risk participations described in Section 2.04(b).




          (b) Upon the making of a Protective Advance by the Administrative Agent (whether before or
after the occurrence of a Default), each Lender shall be deemed, without further action by any
party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent
without recourse or warranty, an undivided interest and participation in such Protective Advance in
proportion to its Applicable Percentage. From and after the date, if any, on which any Lender is
required to fund its participation in any Protective Advance purchased hereunder, the
Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage
of all payments of principal and interest and all proceeds of Collateral received by the
Administrative Agent in respect of such Protective Advance.




          Section 2.05 Swingline Loans.




          (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make
Swingline Loans to the Borrowers, from time to time during the Availability Period, in dollars to
the US Borrower or in Euros to the Netherlands Borrower, in an aggregate principal amount at any
time outstanding that will not result in (provided that, solely with respect to the Swingline
Lender and not with respect to any Borrower, the following limits shall not be deemed to have been
exceeded if the only reason that the limits are exceeded is as a result of currency exchange rate
changes occurring after the date that the Swingline Loan was made) (i) the aggregate principal
amount of outstanding Swingline Loans exceeding the USD Equivalent of $15,000,000, (ii) the USD
Equivalent of the Aggregate Credit Exposures with respect to the Borrowers exceeding the sum of the
total Revolving Commitments (less (i) the Availability Block and (ii) Reserves (other than Reserves
which Agent elects not to deduct for such purpose in its sole discretion)), (iii) the USD
Equivalent of the total Revolving Exposures with respect to the US Borrower exceeding the US
Borrowing Base, (iv) the USD Equivalent of the total Revolving Netherlands Exposure with respect to
the Netherlands Borrower exceeding the Netherlands Borrowing Base, or (v) the USD Equivalent of the
total Revolving Euro Exposures with respect to the Borrowers






38









 







exceeding the Euro Sublimit.; provided that (x) the Netherlands Borrower shall not be
permitted to borrow more than the USD Equivalent of $7,500,000 in Swingline Loans and (y) the
Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding
Swingline Loan. Subject to Section 2.14, each Swingline Borrowing made in Euros shall be comprised
entirely of Swingline Loans bearing interest at the Netherlands Swingline Rate. Within the
foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may
borrow, prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrower
Representative shall notify the Administrative Agent of such request by telephone (confirmed by
facsimile), in the case of Swingline Loans denominated in dollars, not later than noon, Chicago
time, or in the case of Swingline Loans denominated in Euros, no later than 11:00 a.m., London
time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall
specify the requested date (which shall be a Business Day) and amount of the requested Swingline
Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice
received from the Borrower Representative. The Swingline Lender shall make each Swingline Loan
available to the Borrowers by means of a credit to the applicable Funding Account(s)
(provided, that such credit shall instead be, in the case at the time of such Borrowing
full cash dominion is in effect pursuant to Article VII of the US Security Agreement or as a
Netherlands Trigger Event, to the Collection Account or the Netherlands Collection Account, as
applicable) as early as possible on the requested date of such Swingline Loan.




          (b) The Swingline Lender may (i) on same Business Day written notice given to the
Administrative Agent not later than 11:00 a.m., Chicago time, in the case of Swingline Loans
denominated in dollars, or (ii) on three Business Day’s written notice given to the Administrative
Agent not later than 11:00 a.m., London time, in the case of Swingline Loans denominated in Euros,
require the Revolving Lenders to acquire participations in all or a portion of the Swingline Loans
outstanding. Such notice shall specify the aggregate dollar and/or Euro amount of Swingline Loans
in which Revolving Lenders will participate. Promptly upon receipt of such notice, the
Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice
such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby
absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the
Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage
of such Swingline Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation
to acquire participations in Swingline Loans pursuant to this paragraph is absolute and
unconditional and shall not be affected by any circumstance whatsoever, including the occurrence
and continuance of a Default or reduction or termination of the Commitments, and that each such
payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each
Revolving Lender shall comply with its obligation under this paragraph by wire transfer of
immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans
made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment
obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline
Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall
notify the Borrower Representative of any participations in any Swingline Loan acquired pursuant to
this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the
Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender
from the US Borrower (or other party on behalf of such Borrower) in respect of a Swingline Loan
made in dollars after receipt by the Swingline Lender of the proceeds of a sale of participations
therein shall be promptly remitted to the Administrative Agent; any such amounts received by the
Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving
Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender,
as their interests may appear; provided that any such payment so remitted shall be repaid to the
Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment
is required to be refunded to the US Borrower for any reason. The purchase of participations in a
Swingline Loan pursuant to this paragraph shall not relieve the US Borrower of any default in the
payment thereof. Any amounts received by the Swingline Lender from the Netherlands






39









 







Borrower (or other party on behalf of such Borrower) in respect of a Swingline Loan made in
Euros after receipt by the Swingline Lender of the proceeds of a sale of participations therein
shall be promptly remitted to the Administrative Agent; any such amounts received by the
Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving
Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender,
as their interests may appear; provided that any such payment so remitted shall be repaid to the
Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment
is required to be refunded to the Netherlands Borrower for any reason. The purchase of
participations in a Swingline Loan pursuant to this paragraph shall not relieve the Netherlands
Borrower of any default in the payment thereof. Notwithstanding the foregoing, a Lender shall not
have any obligation to acquire a participation in a Swingline Loan pursuant to this paragraph if an
Event of Default shall have occurred and be continuing at the time such Swingline Loan was made and
such Lender shall have notified the Swingline Lender in writing, at least one Business Day prior to
the time such Swingline Loan was made, that such Event of Default has occurred and is continuing
and that such Lender will not acquire participations in Swingline Loans made while such Event of
Default is continuing.




          (c) Upon the making of a Swingline Loan (whether before or after the occurrence of a Default
and regardless of whether a Settlement has been requested with respect to such Swingline Loan),
each Revolving Lender shall be deemed, without further action by any party hereto, to have
unconditionally and irrevocably purchased from the Swingline Lender without recourse or warranty,
an undivided interest and participation in such Swingline Loan in proportion to its Applicable
Percentage of the Revolving Commitment. The Swingline Lender may, at any time, require the
Revolving Lenders to fund their participations. From and after the date, if any, on which any
Revolving Lender is required to fund its participation in any Swingline Loan purchased hereunder,
the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable
Percentage of all payments of principal and interest and all proceeds of Collateral received by the
Administrative Agent in respect of such Loan.




          (d) The Administrative Agent, on behalf of the Swingline Lender, shall request settlement (a
“Settlement”) with the Revolving Lenders on at least a weekly basis or on any date that the
Administrative Agent elects, by notifying the Revolving Lenders of such requested Settlement by
facsimile, telephone, or e-mail no later than 12:00 noon Chicago time, in the case of Swingline
Loans denominated in dollars, or 12:00 p.m., London time, in the case of Swingline Loans
denominated in Euros, on the date of such requested Settlement (the “Settlement Date”).
Each Revolving Lender (other than the Swingline Lender, in the case of the Swingline Loans) shall
transfer the amount of such Revolving Lender’s Applicable Percentage of the outstanding principal
amount of the applicable Loan with respect to which Settlement is requested to the Administrative
Agent, to such account of the Administrative Agent as the Administrative Agent may designate, not
later than 2:00 p.m., Chicago time, in the case of Swingline Loans denominated in dollars, or 2:00
p.m., London time, in the case of Swingline Loans denominated in Euros, on such Settlement Date.
Settlements may occur during the existence of a Default and whether or not the applicable
conditions precedent set forth in Section 4.02 have then been satisfied. Such amounts transferred
to the Administrative Agent shall be applied against the amounts of the Swingline Lender’s
Swingline Loans with respect to the applicable Borrower and, together with Swingline Lender’s
Applicable Percentage of such Swingline Loan, shall constitute Revolving Loans of such Revolving
Lenders, respectively. If any such amount is not transferred to the Administrative Agent by any
Revolving Lender on such Settlement Date, the Swingline Lender shall be entitled to recover such
amount on demand from such Lender together with interest thereon as specified in Section 2.07.




          Section 2.06 Letters of Credit.







40









 








          (a) General. Subject to the terms and conditions set forth herein, the Borrower
Representative may request the issuance of Letters of Credit for the account of US Borrower (for
the benefit of US Borrower or any other US Loan Party), in a form reasonably acceptable to the
Administrative Agent and the Issuing Bank, at any time and from time to time during the
Availability Period. In the event of any inconsistency between the terms and conditions of this
Agreement and the terms and conditions of any form of letter of credit application or other
agreement submitted by the US Borrower to, or entered into by the US Borrower with, the Issuing
Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.




          (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request
the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter
of Credit), the Borrower Representative shall hand deliver or facsimile (or transmit by electronic
communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing
Bank and the Administrative Agent (prior to noon, Chicago time, at least three Business Days prior
to the requested date of issuance, amendment, renewal or extension or such shorter period as the
Issuing Bank may agree) a notice requesting the issuance of a Letter of Credit, or identifying the
Letter of Credit to be amended, renewed or extended, and specifying the date of issuance,
amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of
Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such
Letter of Credit, the name and address of the beneficiary thereof and such other information as
shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the
Issuing Bank, US Borrower also shall submit a letter of credit application on the Issuing Bank’s
standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be
issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of
each Letter of Credit US Borrower shall be deemed to represent and warrant that), after giving
effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed
$30,000,000, (ii) the USD Equivalent of the Aggregate Credit Exposures with respect to the
Borrowers shall not exceed the sum of the total Revolving Commitments (less (i) the Availability
Block and (ii) Reserves (other than Reserves which Agent elects not to deduct for such purpose in
its sole discretion)) and (iii) the USD Equivalent of the total Revolving Exposures (excluding
Revolving Netherlands Exposures) shall not exceed the US Borrowing Base.




          (c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of
business on the earlier of (i) the date one year after the date of the issuance of such Letter of
Credit and (ii) the date that is five Business Days prior to the Maturity Date; provided,
that any Letter of Credit with a one-year term may provide for the renewal thereof for additional
one-year periods (which shall in no event extend beyond the date referred to in clause (ii) above).




          (d) Participations. By the issuance of a Letter of Credit (or an amendment to a
Letter of Credit increasing the amount thereof) and without any further action on the part of the
Issuing Bank or the Revolving Lenders, the Issuing Bank hereby grants to each Revolving Lender, and
each Revolving Lender hereby acquires from the Issuing Bank, a participation in such Letter of
Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn
under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving
Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the
account of the Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by
the Issuing Bank and not reimbursed by the US Borrower on the date due as provided in paragraph (e)
of this Section, or of any reimbursement payment required to be refunded to the US Borrower for any
reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire
participations pursuant to this paragraph in respect of Letters of Credit is absolute and
unconditional and shall not be affected by any circumstance whatsoever, including any amendment,
renewal or extension of any Letter of Credit or the occurrence and






41









 







continuance of a Default or increase, reduction or termination of the Commitments, and that
each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.




          (e) Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a
Letter of Credit, the US Borrower shall reimburse such LC Disbursement by paying to the
Administrative Agent an amount equal to such LC Disbursement not later than noon, Chicago time, on
the date that such LC Disbursement is made, if the US Borrower shall have received notice of such
LC Disbursement prior to 9:00 a.m., Chicago time, on such date, or, if such notice has not been
received by the US Borrower prior to such time on such date, then not later than noon, Chicago
time, on (i) the Business Day that the US Borrower receives such notice, if such notice is received
prior to 9:00 a.m., Chicago time, on the day of receipt, or (ii) the Business Day immediately
following the day that the US Borrower receives such notice, if such notice is not received prior
to such time on the day of receipt; provided that, the US Borrower may, subject to the
conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment
be financed with a CBFR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the
extent so financed, the US Borrower’s obligation to make such payment shall be discharged and
replaced by the resulting CBFR Revolving Borrowing. If the US Borrower fails to make such payment
when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC
Disbursement, the payment then due from the US Borrower in respect thereof and such Lender’s
Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender
shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the US
Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender
(and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the
Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts
so received by it from the Revolving Lenders. Promptly following receipt by the Administrative
Agent of any payment from the US Borrower pursuant to this paragraph, the Administrative Agent
shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have
made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and
the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to
this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of
CBFR Revolving Loans or Swingline Loan as contemplated above) shall not constitute a Loan and shall
not relieve the US Borrower of its obligation to reimburse such LC Disbursement.




          (f) Obligations Absolute. The US Borrower’s obligation to reimburse LC Disbursements
as provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and
shall be performed strictly in accordance with the terms of this Agreement under any and all
circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any
Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other
document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any
respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the
Issuing Bank under a Letter of Credit against presentation of a draft or other document that does
not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of
this Section, constitute a legal or equitable discharge of, or provide a right of setoff against,
the US Borrower’s obligations hereunder. Neither the Administrative Agent, the Revolving Lenders
nor the Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility
by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment
or failure to make any payment thereunder (irrespective of any of the circumstances referred to in
the preceding sentence), or any error, omission, interruption, loss or delay in transmission or
delivery of any draft, notice or other communication under or relating to any Letter of Credit
(including any document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of the Issuing Bank;
provided that the foregoing shall not be construed to excuse the Issuing Bank from
liability to the US Borrower to the extent of any direct






42









 







damages (as opposed to consequential damages, claims in respect of which are hereby waived by
the US Borrower to the extent permitted by applicable law) suffered by the US Borrower that are
caused by the Issuing Bank’s failure to exercise care when determining whether drafts and other
documents presented under a Letter of Credit comply with the terms thereof. The parties hereto
expressly agree that, in the absence of gross negligence or willful misconduct on the part of the
Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall
be deemed to have exercised care in each such determination. In furtherance of the foregoing and
without limiting the generality thereof, the parties agree that, with respect to documents
presented which appear on their face to be in substantial compliance with the terms of a Letter of
Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such
documents without responsibility for further investigation, regardless of any notice or information
to the contrary, or refuse to accept and make payment upon such documents if such documents are not
in strict compliance with the terms of such Letter of Credit.




          (g) Disbursement Procedures. The Issuing Bank shall, promptly following its receipt
thereof, examine all documents purporting to represent a demand for payment under a Letter of
Credit. The Issuing Bank shall promptly notify the Administrative Agent and the applicable
Borrower by telephone (confirmed by facsimile) of such demand for payment and whether the Issuing
Bank has made or will make an LC Disbursement thereunder; provided that any failure to give
or delay in giving such notice shall not relieve the US Borrower of its obligation to reimburse the
Issuing Bank and the Revolving Lenders with respect to any such LC Disbursement.




          (h) Interim Interest. If the Issuing Bank shall make any LC Disbursement, then,
unless the US Borrower shall reimburse such LC Disbursement in full on the date such LC
Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and
including the date such LC Disbursement is made to but excluding the date that the US Borrower
reimburses such LC Disbursement, at the rate per annum then applicable to CBFR Revolving Loans;
provided that, if the US Borrower fails to reimburse such LC Disbursement when due pursuant
to paragraph (e) of this Section, then Section 2.13(d) shall apply. Interest accrued pursuant to
this paragraph shall be for the account of the Issuing Bank, except that interest accrued on and
after the date of payment by any Revolving Lender pursuant to paragraph (e) of this Section to
reimburse the Issuing Bank shall be for the account of such Lender to the extent of such payment.




          (i) Replacement of the Issuing Bank. The Issuing Bank may be replaced at any time by
written agreement among the US Borrower, the Administrative Agent and the successor Issuing Bank.
The Administrative Agent shall notify the Revolving Lenders of any such replacement of the Issuing
Bank. At the time any such replacement shall become effective, the US Borrower shall pay all
unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b). From
and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all
the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of
Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be
deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all
previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank
hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the
rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit
issued by it prior to such replacement, but shall not be required to issue additional Letters of
Credit.




          (j) Cash Collateralization. If any Event of Default shall occur and be continuing, on
the Business Day that the US Borrower receives notice from the Administrative Agent or the Required
Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure
representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral
pursuant to this paragraph, the US Borrower shall deposit in an account with the Administrative
Agent, in






43









 







the name of the Administrative Agent and for the benefit of the Revolving Lenders (the “LC
Collateral Account”), an amount in cash equal to 103% of the LC Exposure as of such date plus
accrued and unpaid interest thereon; provided that the obligation to deposit such cash
collateral shall become effective immediately, and such deposit shall become immediately due and
payable, without demand or other notice of any kind, upon the occurrence of any Event of Default
with respect to any Borrower described in clause (h) or (i) of Article VII. Such deposit shall be
held by the Administrative Agent as collateral for the payment and performance of the Secured
Obligations. The Administrative Agent shall have exclusive dominion and control, including the
exclusive right of withdrawal, over such account and the US Borrower hereby grants the
Administrative Agent a security interest in the LC Collateral Account. Other than any interest
earned on the investment of such deposits, which investments shall be made at the option and sole
discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits
shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such
account. Moneys in such account shall be applied by the Administrative Agent to reimburse the
Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so
applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for
the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to
the consent of Revolving Lenders with LC Exposure representing greater than 50% of the total LC
Exposure), be applied to satisfy other Secured Obligations. If the US Borrower is required to
provide an amount of cash collateral hereunder as a result of the occurrence of an Event of
Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower
within three Business Days after all such Defaults have been cured or waived.




          (k) Existing Letters of Credit. Any “Letters of Credit” issued under, and as such
term is defined in, the Original Credit Agreement (the “Existing Letters of Credit”), that remain
outstanding on the date hereof shall be deemed to be Letters of Credit hereunder. US Borrower
hereby affirms and confirms its liability for all obligations to Issuing Bank and Revolving Lenders
arising from or in respect of the Existing Letters of Credit in consideration for the further
issuance and extensions of Letters of Credit and other due consideration given by the Issuing Bank
and Revolving Lenders, the sufficiency of which is hereby acknowledged; provided, that the
Existing Letters of Credit shall be governed by this Agreement, the Loan Documents and related
undertakings.




          Section 2.07 Funding of Borrowings.




          (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof
by wire transfer of immediately available funds by 1:00 p.m., Local Time, to the account of the
Administrative Agent most recently designated by it for such purpose by notice to the Lenders in an
amount equal to such Lender’s Applicable Percentage; provided that Swingline Loans shall be
made as provided in Section 2.05. The Administrative Agent will make such Loans available to the
applicable Borrower by promptly crediting the amounts so received, in like funds, to the Funding
Account(s); provided that (A) Loans made to finance the reimbursement of (i) an LC
Disbursement as provided in Section 2.06(e) shall be remitted by the Administrative Agent to the
Issuing Bank and (ii) a Protective Advance shall be retained by the Administrative Agent, and (B)
in the case at the time of such Borrowing full cash dominion is in effect pursuant to Article VII
of the US Security Agreement or as a result of a Netherlands Trigger Event , all Loans to the US
Borrower or the Netherlands Borrower shall be credited to the Collection Account or the Netherlands
Collection Account, respectively.




          (b) Unless the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing that such Lender will not make available to the Administrative Agent
such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has
made such share available on such date in accordance with paragraph (a) of this Section and may, in
reliance upon such assumption, make available to the applicable Borrower a corresponding amount.
In such






44









 







event, if a Lender has not in fact made its share of the applicable Borrowing available to the
Administrative Agent, then the applicable Lender and the Borrower requesting such Borrowing
severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount
with interest thereon, for each day from and including the date such amount is made available to
the applicable Borrower to but excluding the date of payment to the Administrative Agent, at (i) in
the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by
the Administrative Agent in accordance with banking industry rules on interbank compensation or
(ii) in the case such Borrower, with respect to a Borrowing made in dollars, the interest rate
applicable to CBFR Loans and, with respect to a Borrowing made in Euros, at an interest rate
applicable to Eurocurrency Borrowings having an Interest Period of one month. If such Lender pays
such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan
included in such Borrowing.




          Section 2.08 Interest Elections.




          (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Notice
in accordance with the terms hereof and, in the case of a Eurocurrency Borrowing, shall have an
initial Interest Period as specified in such Borrowing Notice. Thereafter, the Borrower
Representative may elect to convert such Borrowing to a different Type or to continue such
Borrowing and, in the case of a Eurocurrency Borrowing, may elect Interest Periods therefor, all as
provided in this Section; provided that, subject to Section 2.14, Borrowings made in Euros
may not be converted to a different Type. The Borrower Representative may elect different options
with respect to different portions of the affected Borrowing, in which case each such portion shall
be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans
comprising each such portion shall be considered a separate Borrowing. This Section shall not
apply to Swingline Borrowings or Protective Advances, which may not be converted or continued.




          (b) To make an election pursuant to this Section, the Borrower Representative shall notify the
Administrative Agent of such election by telephone by the time that a Borrowing Notice would be
required under Section 2.03 if the Borrowers were requesting a Revolving Borrowing of the Type
resulting from such election to be made on the effective date of such election. Each such
telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand
delivery or facsimile to the Administrative Agent of a written Interest Election Request in a form
approved by the Administrative Agent and signed by the Borrower Representative.




          (c) Each telephonic and written Interest Election Request shall specify the following
information in compliance with Section 2.02:




          (i) the Borrower and the Borrowing to which such Interest Election Request applies and, if
different options are being elected with respect to different portions thereof, the portions
thereof to be allocated to each resulting Borrowing (in which case the information to be specified
pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);




          (ii) the effective date of the election made pursuant to such Interest Election Request, which
shall be a Business Day;




          (iii) whether the resulting Borrowing is to be a CBFR Borrowing or a Eurocurrency Borrowing;
and




          (iv) if the resulting Borrowing is a Eurocurrency Borrowing, the Interest Period to be
applicable thereto after giving effect to such election, which shall be a period contemplated by
the definition of the term “Interest Period”.







45









 







If any such Interest Election Request requests a Eurocurrency Borrowing but does not specify an
Interest Period, then the Borrowers shall be deemed to have selected an Interest Period of one
month’s duration.




          (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall
advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.




          (e) If the Borrower Representative fails to deliver a timely Interest Election Request with
respect to a Eurocurrency Borrowing prior to the end of the Interest Period applicable thereto,
then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such
Borrowing shall, in the case of a Borrowing made in dollars, be converted to a CBFR Borrowing and,
in the case of a Borrowing made in Euros, converted to a Eurocurrency Borrowing with an Interest
Period of one month. Notwithstanding any contrary provision hereof, if a Default has occurred and
is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the
Borrower Representative, then, so long as a Default is continuing (i) no outstanding Borrowing made
in dollars may be converted to or continued as a Eurocurrency Borrowing and (ii) unless repaid,
each Eurocurrency Borrowing shall, in the case of a Borrowing made in dollars, be converted to a
CBFR Borrowing and, in the case of a Borrowing made in Euros, continued with an Interest Period of
one month, in each case, at the end of the Interest Period applicable thereto.




          Section 2.09 Reduction or Termination of Commitments.




          (a) Unless previously terminated, all Commitments shall terminate on the Maturity Date.




          (b) The Borrowers shall have the right, upon not less than three Business Days’ notice to the
Administrative Agent, from time to time, to reduce the amount of the Commitments; provided
that no such reduction of Commitments shall be permitted if, after giving effect thereto and to any
prepayments of the Loans made on the effective date thereof, the Availability with respect to
either Borrower would be less than zero. Any such reduction shall be in an amount equal to
$1,000,000, or a whole multiple thereof, and shall reduce permanently the Commitments then in
effect. Each reduction of the Commitments shall be made ratably among the Lenders in accordance
with their respective Commitments; provided that with the prior consent of each of the
Administrative Agent and the Required Lenders reductions may be made to the Commitments of
Defaulting Lenders without having to reduce the Commitments of the other Lenders.




          (c) The Borrowers may at any time terminate the Commitments upon (i) the payment in full of
all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of
Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively,
with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash
deposit (or at the discretion of the Administrative Agent a back up standby letter of credit
satisfactory to the Administrative Agent) equal to 103% of the LC Exposure as of such date), (iii)
the payment in full of the accrued and unpaid fees and (iv) the payment in full of all outstanding
reimbursable expenses and other Obligations together with accrued and unpaid interest thereon.




          (d) The Borrower Representative shall notify the Administrative Agent of any election to
terminate the Commitments under paragraph (c) of this Section at least three Business Days prior to
the effective date of such termination or such shorter period as may be agreed by the
Administrative Agent, specifying such election and the effective date thereof. Promptly following
receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof.
Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable;
provided that a notice of termination of the Commitments delivered by the Borrower
Representative may state that such notice is conditioned upon the effectiveness of other credit
facilities, in which case such notice may be revoked by






46









 







the Borrower Representative (by notice to the Administrative Agent on or prior to the
specified effective date) if such condition is not satisfied. Any termination of the Commitments
shall be permanent.




          Section 2.10 Repayment and Amortization of Loans; Evidence of Debt.




          (a) Each Borrower hereby unconditionally promises to pay to the Administrative Agent for the
account of each Lender the then unpaid principal amount of each Revolving Loan made to such
Borrower on the Maturity Date, (b) the US Borrower unconditionally promises to pay to the
Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the
Maturity Date and demand by the Administrative Agent, (c) the US Borrower hereby unconditionally
promises to pay to the Swingline Lender the then unpaid principal amount of each Swingline Loan in
dollars on the earlier of the Maturity Date and the first date after such Swingline Loan is made
that is the 15th or last day of a calendar month and is at least four Business Days after such
Swingline Loan is made, (d) the Netherlands Borrower unconditionally promises to pay to the
Administrative Agent the then unpaid amount of each Protective Advance made on behalf of the
Netherlands Borrower on the earlier of the Maturity Date and demand by the Administrative Agent and
(e) the Netherlands Borrower hereby unconditionally promises to pay the Swingline Lender the then
unpaid principal amount of each Swingline Loan in Euros on the earlier of the Maturity Date and the
first date after such Swingline Loan is made that is the 15th or last day of a calendar month and
is at least four Business Days after such Swingline Loan is made.




          (b) At all times that full cash dominion is in effect pursuant to Article VII of the US
Security Agreement or as a result of a Netherlands Trigger Event, on each Business Day, the
Administrative Agent shall apply all immediately available funds credited to the Collection Account
or the Netherlands Collection, as applicable, in respect of each applicable Borrower the previous
Business Day first with respect to the U.S. Borrower (and the Netherlands Borrower with
respect to Protective Advances made on behalf of the Netherlands Borrower) to prepay any Protective
Advances that may be outstanding, second to prepay the Revolving Loans (including Swing
Line Loans) made to such Borrower and third to cash collateralize outstanding LC Exposure
in respect of such Borrower.




          (c) Each Lender shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of each Borrower to such Lender resulting from each Loan made by such
Lender, including the amounts of principal and interest payable and paid to such Lender from time
to time hereunder.




          (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount
of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto,
(ii) the amount of any principal or interest due and payable or to become due and payable from each
Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative
Agent hereunder for the account of the Lenders and each Lender’s share thereof.




          (e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this
Section shall be prima facie evidence of the existence and amounts of the
obligations recorded therein; provided that the failure of any Lender or the Administrative
Agent to maintain such accounts or any error therein shall not in any manner affect the obligation
of any Borrower to repay the Loans in accordance with the terms of this Agreement.




          (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such
event, the Borrower to which such Loan is made shall prepare, execute and deliver to such Lender a
promissory note payable to the order of such Lender (or, if requested by such Lender, to such
Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter,
the Loans






47









 







evidenced by such promissory note and interest thereon shall at all times (including after
assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form
payable to the order of the payee named therein (or, if such promissory note is a registered note,
to such payee and its registered assigns) except to the extent that such Lender returns such
promissory note or notes for cancellation and requests that such Loans be evidenced as set forth in
Section 2.10(c) and (d).




          Section 2.11 Prepayment of Loans.




          (a) Each Borrower shall have the right at any time and from time to time to prepay any
Borrowing in whole or in part, subject to prior notice in accordance with paragraph (e) of this
Section.




          (b) Notwithstanding Section 2.10(b), and without limitation thereof, except to the extent
resulting from changes of the Exchange Rate for Euros after the immediately preceding Reset Date
(provided in that case the Borrowers shall be required to make the following payments on the next
Reset Date), in the event and on such occasion that (i) the USD Equivalent of the Aggregate Credit
Exposure with respect to the Borrowers exceeds the sum of the total Revolving Commitments (less (i)
the Availability Block and (ii) Reserves (other than Reserves which Agent elects not to deduct for
such purpose in its sole discretion)), (ii) the USD Equivalent of the Revolving Exposures
(excluding Revolving Netherlands Exposure) exceeds the US Borrowing Base, (iii) the USD Equivalent
of the total Revolving Euro Exposures with respect to the Borrowers exceeds the Euro Sublimit, (iv)
the USD Equivalent of the total Revolving Netherlands Exposure with respect to the Netherlands
Borrower exceeds the sum of the total Revolving Netherlands Sublimit, (v) the USD Equivalent of the
total Revolving Netherlands Exposure relating to the Netherlands Borrower exceeds the Netherlands
Borrowing Base or (vi) the USD Equivalent of the total Revolving Exposures relating to the
Netherlands Borrower exceeds the Libbey Europe Sublimit then each such Borrower shall prepay its
Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate USD Equivalent amount equal,
when taken together with any contemporaneous prepayment by the other Borrower, to such excess.




          (c) In the event and on each occasion that any Net Proceeds are received by or on behalf of
any Loan Party in respect of any Prepayment Event, the Borrowers shall, immediately after such Net
Proceeds are received by any Loan Party, prepay the Obligations as set forth in Section 2.11(d)
below in an aggregate amount equal to 100% of such Net Proceeds; provided that any Net
Proceeds received in respect of a Prepayment Event arising with respect to assets of the
Netherlands Borrower or any of its Subsidiaries organized under the laws of the Netherlands shall
only be applied to the mandatory prepayment of the Netherlands Loans.




          (d) All such amounts pursuant to Section 2.11(c) shall be applied, first to prepay any
Protective Advances with respect to the applicable Borrower that may be outstanding, pro rata, and
second to prepay the Revolving Loans (including Swing Line Loans) without any reduction in
Revolving Commitments.




          (e) The Borrower Representative shall notify the Administrative Agent (and, in the case of
prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any
prepayment hereunder other than any prepayment pursuant to Section 2.10(b) or 2.11(b) (i) in the
case of prepayment of a Eurocurrency Borrowing, not later than noon, Local Time, three Business
Days before the date of prepayment, (ii) in the case of prepayment of a CBFR Borrowing, not later
than noon, Local Time, one Business Day before the date of the prepayment or (iii) in the case of
prepayment of a Swingline Loan, not later than noon, Local Time, on the date of prepayment. Each
such notice shall be irrevocable and shall specify the prepayment date and the principal amount of
each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment
is given in connection with a conditional notice of termination of the Commitments as contemplated
by Section 2.09, then such notice of






48









 







prepayment may be revoked if such notice of termination is revoked in accordance with Section
2.09. Promptly following receipt of any such notice relating to a Borrowing, the Administrative
Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing
shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same
Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the
Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to
the extent required by Section 2.13.




          Section 2.12 Fees.




          (a) The US Borrower agrees to pay to the Administrative Agent for the account of each Lender a
commitment fee, which shall accrue at the Applicable Rate on the average daily amount of such
Lender’s Applicable Percentage of the Available Commitment during the period from and including the
Effective Date to but excluding the date on which the Lenders’ Commitments terminate. Accrued
commitment fees shall be payable in arrears on the first day of each April, July, October and
January and on the date on which the Commitments terminate, commencing on the first such date to
occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360
days and shall be payable for the actual number of days elapsed.




          (b) The US Borrower agrees to pay (i) to the Administrative Agent for the account of each
Revolving Lender a participation fee with respect to its participations in Letters of Credit, which
shall accrue at the same Applicable Rate used to determine the interest rate applicable to
Eurocurrency Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding
any portion thereof attributable to unreimbursed LC Disbursements) during the period from and
including the Effective Date to but excluding the later of the date on which such Lender’s
Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC
Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per
annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to
unreimbursed LC Disbursements) during the period from and including the Effective Date to but
excluding the later of the date of termination of the Revolving Commitments and the date on which
there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees with respect to the
issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings
thereunder. Participation fees and fronting fees accrued through and including the last day of
each calendar month shall be payable on the third Business Day following such last day, commencing
on the first such date to occur after the Effective Date; provided that all such fees shall
be payable on the date on which the Commitments terminate and any such fees accruing after the date
on which the Commitments terminate shall be payable on demand. Any other fees payable to the
Issuing Bank pursuant to this paragraph shall be payable within 10 Business Days after written
demand. All participation fees and fronting fees shall be computed on the basis of a year of 360
days and shall be payable for the actual number of days elapsed.




          (c) The Borrowers jointly and severally agree to pay to the Administrative Agent, for its own
account, fees payable in the amounts and at the times separately agreed upon between the Borrowers
and the Administrative Agent.




          (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds,
to the Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for
distribution, in the case of commitment fees and participation fees, to the Lenders. Fees paid
shall not be refundable under any circumstances.



          Section 2.13 Interest.



49









 










          (a) The Loans comprising each CBFR Borrowing (including each Swingline Loan) shall bear
interest at the CB Floating Rate plus the Applicable Rate.




          (b) The Loans comprising each Eurocurrency Borrowing shall bear interest at the Adjusted LIBO
Rate for the Interest Period in effect for such borrowing plus the Applicable Rate.




          (c) Each Protective Advance shall bear interest at the CB Floating Rate plus the Applicable
Rate for Revolving Loans plus 2%; provided that any Protective Advance made in Euros shall
bear interest at an interest rate reasonably determined by the Administrative Agent to compensate
the applicable Lenders for such Borrowing in Euros for the applicable period plus 2%.




          (d) Notwithstanding the foregoing, during the occurrence and continuance of (A) an Event of
Default, upon notice by the Required Lenders or Administrative Agent to the Borrower Representative
(which notice may be revoked at the option of the Required Lenders notwithstanding any provision of
Section 9.02 requiring the consent of “each Lender affected thereby” for reductions in interest
rates) or (B) a Default of the type described in Section 7(a), (h) or (i), (X) all Loans shall bear
interest at 2% plus the rate otherwise applicable to such Loans as provided in the preceding
paragraphs of this Section and (Y) any participation fee payable pursuant to Section 2.12 with
respect to participations in Letters of Credit shall accrue at 2% plus the Applicable Rate used to
determine the interest rate applicable to Eurocurrency Revolving Loans as provided hereunder.
Notwithstanding the foregoing, if any interest on any Loan or any fee or other amount (other than
in respect of principal of the Loans or any participation fee payable pursuant to Section 2.12 with
respect to participations in Letters of Credit) payable by the Borrowers hereunder is not paid when
due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear
interest, after as well as before judgment, at a rate per annum equal to 2% plus the rate
applicable to CBFR Loans as provided in paragraph (a) of this Section.




          (e) Accrued interest on each Loan (for CBFR Loans, accrued through the last day of the prior
calendar month) shall be payable in arrears on each Interest Payment Date for such Loan and upon
termination of the Commitments; provided that (i) interest accrued pursuant to the proviso
to paragraph (c) or paragraph (d) of this Section, and interest accrued with respect to Loans to
the Netherlands Borrower which do not bear interest at a rate determined by reference to the
Adjusted LIBO Rate, shall be payable on demand, (ii) in the event of any repayment or prepayment of
any Loan (other than a prepayment of a CBFR Revolving Loan prior to the end of the Availability
Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of
such repayment or prepayment and (iii) in the event of any conversion of any Eurocurrency Loan
prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be
payable on the effective date of such conversion.




          (f) All interest hereunder shall be computed on the basis of a year of 360 days, except that
interest computed by reference to the CB Floating Rate at times when the CB Floating Rate is based
on the Prime Rate or by reference to an interest rate reasonably determined by the Administrative
Agent shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in
each case shall be payable for the actual number of days elapsed. The applicable CB Floating Rate,
Adjusted LIBO Rate, LIBO Rate or any other interest rate applicable in accordance with the terms
hereof shall be determined by the Administrative Agent in accordance with the terms hereof, and
such determination shall be conclusive absent manifest error.




          (g) The parties agree that any “Interest Periods” (as such term is defined under the Original
Credit Agreement) in existence as of the date hereof shall be deemed to be continuing Interest
Periods under this Agreement.







50









 








          Section 2.14 Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Borrowing:





          (a) the Administrative Agent determines (which determination shall be conclusive absent
manifest error) that adequate and reasonable means do not exist for ascertaining the
Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or




          (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO
Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and
fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or
its Loan) included in such Borrowing for such Interest Period;


then the Administrative Agent shall give notice thereof to the Borrower Representative and the
Lenders by telephone or facsimile as promptly as practicable thereafter and, until the
Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances
giving rise to such notice no longer exist, (i) any Interest Election Request that requests the
conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a
Eurocurrency Borrowing shall be ineffective, (ii) if any Borrowing Notice requests a Eurocurrency
Borrowing denominated in dollars, such Borrowing shall be made as a CBFR Borrowing and (iii) if any
Borrowing Notice requests a Eurocurrency Borrowing denominated in Euros, such Borrowing shall be
made as a Borrowing bearing interest at an interest rate reasonably determined by the
Administrative Agent to compensate the applicable Lenders for such Borrowing in Euros for the
applicable period.




          Section 2.15 Increased Costs. (a) If any Change in Law shall:





          (i) impose, modify or deem applicable any reserve, special deposit or similar
requirement against assets of, deposits with or for the account of, or credit extended by,
any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the
Issuing Bank; or




          (ii) impose on any Lender or the Issuing Bank or the London interbank market any other
condition affecting this Agreement or Eurocurrency Loans made by such Lender or any Letter
of Credit or participation therein;


and the result of any of the foregoing shall be to increase the cost to such Lender of making or
maintaining any Eurocurrency Loan (or of maintaining its obligation to make any such Loan) or to
increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining
any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or
the Issuing Bank hereunder (whether of principal, interest or otherwise), then such Borrower will
pay to such Lender or the Issuing Bank, as the case may be, the minimum additional amount or
amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional
costs incurred or reduction suffered.




          (b) If any Lender or the Issuing Bank determines that any Change in Law regarding capital
requirements has or would have the effect of reducing the rate of return on a Lender’s or the
Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if
any, as a consequence of this Agreement or the Loans made by, or participations in Letters of
Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below
that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company
could have achieved but for such Change in Law (taking into consideration such Lender’s or the
Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company
with respect to capital adequacy), then from time to time such Borrower will pay to such Lender or
the Issuing Bank, as the case may be, the






51









 







minimum additional amount or amounts as will compensate such Lender or the Issuing Bank or
such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.




          (c) A certificate of a Lender or the Issuing Bank setting forth the amount or amounts
necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may be,
as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower
Representative and shall be conclusive absent manifest error. Such Borrower shall pay such Lender
or the Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10
Business Days after receipt thereof.




          (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s right
to demand such compensation; provided that such Borrower shall not be required to
compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs or
reductions incurred more than 270 days prior to the date that such Lender or the Issuing Bank, as
the case may be, notifies the Borrower Representative of the Change in Law giving rise to such
increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim
compensation therefor; provided further that, if the Change in Law giving rise to
such increased costs or reductions is retroactive, then the 270-day period referred to above shall
be extended to include the period of retroactive effect thereof.




          Section 2.16 Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan other than on the
last day of an Interest Period applicable thereto (including as a result of an Event of Default),
(b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period
applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurocurrency Loan on
the date specified in any notice delivered pursuant hereto (regardless of whether such notice may
be revoked under Section 2.09(c) and is revoked in accordance therewith), or (d) the assignment of
any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a
result of a request by the Borrower Representative pursuant to Section 2.19, then, in any such
event, such Borrower shall compensate each affected Lender for the loss, cost and expense actually
incurred by such Lender and attributable to such event. In the case of a Eurocurrency Loan, such
loss, cost or expense to any Lender shall not exceed an amount determined by such Lender to be the
excess, if any, of (i) the amount of interest which would have accrued on the principal amount of
such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to
such Loan, for the period from the date of such event to the last day of the then current Interest
Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that
would have been the Interest Period for such Loan), over (ii) the amount of interest which would
accrue on such principal amount for such period at the interest rate which such Lender would bid
were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and
period from other banks in the Eurocurrency market. A certificate of any Lender setting forth any
amount or amounts that such Lender is entitled to receive pursuant to this Section shall be
delivered to the Borrower Representative and shall be conclusive absent manifest error. Such
Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business
Days after receipt thereof.




          Section 2.17 Taxes.




          (a) Any and all payments by or on account of any obligation of the Borrowers hereunder shall
be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes;
provided that if a Borrower shall be required to deduct any Indemnified Taxes or Other
Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after
making all required deductions (including deductions applicable to additional sums payable under
this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an
amount equal to the sum






52









 







it would have received had no such deductions been made, (ii) such Borrower shall make such
deductions and (iii) such Borrower shall pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law.




          (b) The Borrowers shall pay any Other Taxes applicable to such Borrower to the relevant
Governmental Authority in accordance with applicable law.




          (c) Each Borrower shall indemnify the Administrative Agent, each Lender and the Issuing Bank,
within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other
Taxes paid by the Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or
with respect to any payment by or on account of any obligation of such Borrower hereunder
(including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts
payable under this Section) and any penalties, interest and reasonable expenses arising therefrom
or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount
of such payment or liability delivered to the Borrower Representative by a Lender or the Issuing
Bank, or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing
Bank, shall be conclusive absent manifest error.




          (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by a Borrower
to a Governmental Authority, the Borrower Representative shall deliver to the Administrative Agent
the original or a certified copy of a receipt issued by such Governmental Authority evidencing such
payment, a copy of the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.




          (e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax
under the law of the jurisdiction in which a Borrower to which it makes a loan is organized or a
resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to
payments under this Agreement shall deliver to the Borrower Representative (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by
the Borrower Representative, such properly completed and executed documentation prescribed by
applicable law or reasonably requested by the Borrower Representative as will permit such payments
to be made without withholding or at a reduced rate of withholding.




          (f) If the Administrative Agent or a Lender determines, in its sole discretion, that it has
received a refund of any Taxes or Other Taxes as to which it has been indemnified by a Borrower or
with respect to which such Borrower has paid additional amounts pursuant to this Section 2.17, it
shall pay over such refund to such Borrower (but only to the extent of indemnity payments made, or
additional amounts paid, by such Borrower under this Section 2.17 with respect to the Taxes or
Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative
Agent or such Lender and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund); provided, that such Borrower, upon the request
of the Administrative Agent or such Lender, agrees to repay the amount paid over to such Borrower
(plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to
the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is
required to repay such refund to such Governmental Authority. This Section shall not be construed
to require the Administrative Agent or any Lender to make available its Tax returns (or any other
information relating to its Taxes which it deems confidential) to the Borrowers or any other
Person.




          (g) Each Lender that makes a Loan to the US Borrower that is not a Foreign Lender with respect
to the US Borrower shall deliver to the Borrower Representative (with a copy to the






53









 







Administrative Agent), at the time or times prescribed by applicable law or reasonably
requested by the Borrower Representative, a properly completed and executed IRS Form W-9 (or
applicable successor form) certifying that such Lender is not subject to backup withholding.




          Section 2.18 Payments Generally; Allocation of Proceeds; Sharing of Set-offs.




          (a) Each Borrower shall make each payment required to be made by it hereunder (whether of
principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section
2.15, 2.16 or 2.17, or otherwise) prior to 2:00 p.m., Chicago time, in the case of Loans
denominated in dollars, or 2:00 p.m., London time, in the case of Loans denominated in Euros, on
the date when due, in immediately available funds, without set-off or counterclaim. Any amounts
received after such time on any date may, in the discretion of the Administrative Agent, be deemed
to have been received on the next succeeding Business Day for purposes of calculating interest
thereon. All such payments shall be made to the Administrative Agent at its offices at 10 South
Dearborn Street, 22nd Floor, Chicago, Illinois, except payments to be made directly to the Issuing
Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections
2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto. The
Administrative Agent shall distribute any such payments received by it for the account of any other
Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder
shall be due on a day that is not a Business Day, the date for payment shall be extended to the
next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon
shall be payable for the period of such extension. All payments hereunder shall be made in dollars
or Euros, as applicable. At all times that full cash dominion is in effect pursuant to Article VII
of the US Security Agreement or as a result of a Netherlands Trigger Event, solely for purposes of
determining the amount of Loans available for borrowing purposes, checks (in addition to
immediately available funds applied pursuant to Section 2.10(b)) from collections of items of
payment and proceeds of any Collateral pledged to secure any Borrower’s Obligations shall be
applied in whole or in part against such Borrower’s Obligations, on the Business Day after receipt,
subject to actual collection.




          (b) Subject to Section 9.20 hereof, any proceeds of Collateral received by the Administrative
Agent on behalf of any Borrower or any Loan Party (shall, if received in its capacity as a
depositing bank be applied as set forth in the applicable Deposit Account Control Agreement) and
any other such proceeds (i) not constituting either (A) a specific payment of principal, interest,
fees or other sum payable under the Loan Documents (which shall be applied as specified by the
Borrower making such payment), (B) a mandatory prepayment (which shall be applied in accordance
with Section 2.11) or (C) amounts to be applied from the Collection Account or the Netherlands
Collection Account when full cash dominion is in effect (which shall be applied in accordance with
Section 2.10(b)) or (ii) after an Event of Default has occurred and is continuing and the
Administrative Agent so elects or the Required Lenders so direct, such funds shall be applied
ratably first, to pay any fees, indemnities, or expense reimbursements then due including
amounts then due to the Administrative Agent and the Issuing Bank from, or on behalf of, such
Borrower (other than in connection with Banking Services or Swap Obligations), second, to
pay any fees or expense reimbursements then due to the Lenders from, or on behalf of, such Borrower
(other than in connection with Banking Services or Swap Obligations), third, to pay
interest due in respect of the Protective Advances made to, or on behalf of, such Borrower,
fourth, to pay the principal of such Protective Advances, fifth, to pay interest
then due and payable on the Loans made to, or on behalf of, such Borrower (other than the
Protective Advances) ratably, sixth, to prepay principal on the Loans made to, or on behalf
of, such Borrower (other than the Protective Advances and unreimbursed LC Disbursements in respect
of Letters of Credit requested by such Borrower), seventh, to pay an amount to the
Administrative Agent equal to one hundred three percent (103%) of the aggregate undrawn face amount
of all outstanding Letters of Credit requested by, or on behalf of, such Borrower and the aggregate
amount of any unpaid LC Disbursements in respect of Letters of Credit requested by, or






54









 







on behalf of, such Borrower, to be held as cash collateral for such Obligations,
eighth, to payment of any amounts owing with respect to Banking Services Obligations and
Swap Obligations constituting Secured Obligations, and ninth, to the payment of any other
Secured Obligation due to the Administrative Agent or any Lender. Notwithstanding anything to the
contrary contained in this Agreement, unless so directed by the Borrower Representative and except
as set forth in Section 2.10 and Section 2.11, or unless an Event of Default is in existence,
neither the Administrative Agent nor any Lender shall apply any payment which it receives to any
Eurocurrency Loan of a Class made to any Borrower, except (a) on the expiration date of the
Interest Period applicable to any such Eurocurrency Loan or (b) in the event, and only to the
extent, that there are no outstanding CBFR Loans of the same Class and, in any such event, such
Borrower shall pay the break funding payment required in accordance with Section 2.16. The
Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and
reverse and reapply any and all such proceeds and payments to any portion of the Secured
Obligations of such Borrower.




          (c) At the election of the Administrative Agent, all payments of principal, interest, LC
Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all
reimbursement for fees and expenses pursuant to Section 9.03), and other sums payable under the
Loan Documents by any Borrower, may be paid from the proceeds of Borrowings made hereunder by such
Borrower whether made following a request by the Borrower Representative pursuant to Section 2.03
or a deemed request as provided in this Section or may be deducted from any deposit account of such
Borrower maintained with the Administrative Agent. Each Borrower hereby irrevocably authorizes (i)
the Administrative Agent to make a Borrowing by such Borrower for the purpose of paying each
payment of principal, interest and fees as it becomes due hereunder or any other amount due under
the Loan Documents (after the expiration of any grace or cure periods with respect to such other
amounts) by such Borrower and agrees that all such amounts charged shall constitute Loans
(including Swingline Loans, but such a Borrowing may only constitute a Protective Advance if it is
to reimburse costs, fees and expenses as described in Section 9.03) and that all such Borrowings
shall be deemed to have been requested by such Borrower pursuant to Sections 2.03, 2.04 or 2.05, as
applicable and (ii) the Administrative Agent to charge any deposit account of such Borrower
maintained with the Administrative Agent for each payment of principal, interest and fees as it
becomes due hereunder or any other amount due under the Loan Documents by such Borrower.




          (d) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of its Loans or participations in
LC Disbursements resulting in such Lender receiving payment of a greater proportion of the
aggregate amount of its Loans and participations in LC Disbursements and accrued interest thereon
than the proportion received by any other Lender, then the Lender receiving such greater proportion
shall purchase (for cash at face value) participations in the Loans and participations in LC
Disbursements of other Lenders to the extent necessary so that the benefit of all such payments
shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Loans and participations in LC Disbursements; provided
that (i) if any such participations are purchased and all or any portion of the payment giving rise
thereto is recovered, such participations shall be rescinded and the purchase price restored to the
extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be
construed to apply to any payment made by any Borrower pursuant to and in accordance with the
express terms of this Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans or participations in LC Disbursements
to any assignee or participant, other than to such Borrower or any Subsidiary or Affiliate thereof
(as to which the provisions of this paragraph shall apply). Subject to Section 9.20 hereof, each
Borrower consents to the foregoing and agrees, to the extent it may effectively do so under
applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements
may exercise against such Borrower rights of set-off and counterclaim with respect to such






55









 







participation as fully as if such Lender were a direct creditor of such Borrower in the amount
of such participation.




          (e) Unless the Administrative Agent shall have received notice from the Borrower
Representative prior to the date on which any payment is due to the Administrative Agent for the
account of the Lenders or the Issuing Bank hereunder that any Borrower will not make such payment,
the Administrative Agent may assume that such Borrower has made such payment on such date in
accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the
Issuing Bank, as the case may be, the amount due. In such event, if such Borrower has not in fact
made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally
agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such
Lender or Issuing Bank with interest thereon, for each day from and including the date such amount
is distributed to it to but excluding the date of payment to the Administrative Agent, at the
greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in
accordance with banking industry rules on interbank compensation.




          (f) If any Lender shall fail to make any payment required to be made by it hereunder, then the
Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), (i)
apply any amounts thereafter received by the Administrative Agent for the account of such Lender to
satisfy such Lender’s obligations hereunder until all such unsatisfied obligations are fully paid
and/or (ii) hold any such amounts in a segregated account as cash collateral for, and apply any
such amounts to, any future funding obligations of such Lender; provided that as between
the Loan Parties, the Administrative Agent and such Lender, such amounts received by the
Administrative Agent and paid by the Loan Parties for the account of such Lender shall be
considered applied to the Obligations intended to be paid by the Loan Parties.




          Section 2.19 Mitigation Obligations; Replacement of Lenders.




          (a) If any Lender requests compensation under Section 2.15, or if any Borrower is required to
pay any additional amount to any Lender or any Governmental Authority for the account of any Lender
pursuant to Section 2.17, then:




          (i) such Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another
of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or
assignment (x) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as the
case may be, in the future and (y) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender (and such Borrower hereby agree
to pay all reasonable costs and expenses incurred by any Lender in connection with any such
designation or assignment);




          (ii) such Borrower may, at its sole expense and effort, require such Lender or any Defaulting
Lender (herein, a “Departing Lender”), upon notice to the Departing Lender and the
Administrative Agent, to assign and delegate, without recourse (in accordance with and subject to
the restrictions contained in Section 9.04), all its interests, rights and obligations under this
Agreement to an assignee that shall assume such obligations (which assignee may be another Lender,
if a Lender accepts such assignment); provided that (x) such Borrower shall have received
the prior written consent of the Administrative Agent (and if a Revolving Commitment is being
assigned, the Issuing Bank), which consent shall not unreasonably be withheld, (y) the Departing
Lender shall have received payment of an amount equal to the outstanding principal of its Loans and
participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and
all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or such






56









 







Borrower (in the case of all other amounts) and (z) in the case of any such assignment
resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant
to Section 2.17, such assignment will result in a reduction in such compensation or payments. A
Departing Lender shall not be required to make any such assignment and delegation if, prior
thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling a
Borrower to require such assignment and delegation cease to apply.




          (b) If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a
proposed amendment or waiver which pursuant to the terms of Section 9.02 requires the consent of
all Lenders, Supermajority Lenders or of all Lenders directly affected thereby and with respect to
which the Required Lenders shall have granted their consent, then the US Borrower shall be
permitted to replace such Non-Consenting Lender (unless such Non-Consenting Lender grants such
consent); provided that (i) such replacement does not conflict with any Requirement of Law,
(ii) the replacement financial institution shall purchase, at par, all Loans and other amounts
owing to such replaced Lender on or prior to the date of replacement, (iii) the Borrower shall be
liable to such replaced Lender under Section 2.16 if any Eurocurrency Loan owing to such replaced
Lender shall be purchased other than on the last day of the Interest Period relating thereto, (iv)
the replacement financial institution shall be reasonably satisfactory to the Administrative Agent,
(v) the replaced Lender shall be obligated to make such replacement in accordance with the
provisions of Section 9.04 (provided that the Borrower shall be obligated to pay the registration
and processing fee referred to therein), and (vi) any such replacement shall not be deemed to be a
waiver of any rights that the US Borrower, the Administrative Agent or any other Lender shall have
against the replaced Lender.




          Section 2.20 Defaulting Lenders.




          Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a
Defaulting Lender, then the following provisions shall apply for so long as such Lender is a
Defaulting Lender.




          (a) fees shall cease to accrue on the unfunded portion of the Revolving Commitment of such
Defaulting Lender pursuant to Section 2.12(a);




          (b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be
included in determining whether all Lenders or the Required Lenders have taken or may take any
action hereunder (including any consent to any amendment or waiver pursuant to Section 9.02),
provided that any waiver, amendment or modification requiring the consent of all Lenders or each
affected Lender which affects such Defaulting Lender differently than other affected Lenders shall
require the consent of such Defaulting Lender;




          (c) if any Swingline Exposure or LC Exposure exists at the time a Lender becomes a Defaulting
Lender then:




          (i) all or any part of such Swingline Exposure and LC Exposure shall be reallocated among the
non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the
extent (x) the sum of all non-Defaulting Lenders’ Revolving Credit Exposures plus such Defaulting
Lender’s Swingline Exposure and LC Exposure does not exceed the total of all non-Defaulting
Lenders’ Revolving Commitments, (y) the conditions set forth in Section 4.02 are satisfied at such
time and (z) the other loan limits set forth in this Agreement are satisfied; and




          (ii) if the reallocation described in clause (i) above cannot, or can only partially, be
effected, the Borrowers shall within one Business Day following notice by the Administrative Agent
(x)






57









 







first, prepay such Swingline Exposure and (y) second, cash collateralize such Defaulting
Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above)
in accordance with the procedures set forth in Section 2.06(j) for so long as such LC Exposure is
outstanding;




          (iii) if the Borrowers cash collateralize any portion of such Defaulting Lender’s LC Exposure
pursuant to Section 2.20(c), the Borrowers shall not be required to pay any fees to such Defaulting
Lender pursuant to Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure during the
period such Defaulting Lender’s LC Exposure is cash collateralized;




          (iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to Section
2.20(c), then the fees payable to the Lenders pursuant to Section 2.12(a) and Section 2.12(b) shall
be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; or




          (v) if any Defaulting Lender’s LC Exposure is neither cash collateralized nor reallocated
pursuant to Section 2.20(c), then, without prejudice to any rights or remedies of the Issuing Bank
or any Lender hereunder, all facility fees that otherwise would have been payable to such
Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Commitment that
was utilized by such LC Exposure) and letter of credit fees payable under Section 2.12(b) with
respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until such LC
Exposure is cash collateralized and/or reallocated;




          (d) the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Bank
shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that
the related exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or
cash collateral will be provided by the Borrowers in accordance with Section 2.20(c), and
participating interests in any such newly issued or increased Letter of Credit or newly made
Swingline Loan shall be allocated among non-Defaulting Lenders in a manner consistent with Section
2.20(c)(i) (and Defaulting Lenders shall not participate therein); and




          (e) in the event and on the date that each of the Administrative Agent, the Borrowers, the
Issuing Bank and the Swingline Lender agrees that a Defaulting Lender has adequately remedied all
matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC
Exposure of the other Lenders shall be readjusted to reflect the inclusion of such Lender’s
Revolving Commitment and on such date such Lender shall purchase at par such of the Loans of the
other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be
necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.




          Section 2.21 Returned Payments




          . If after receipt of any payment which is applied to the payment of all or any part of the
Obligations of any Borrower, the Administrative Agent or any Lender is for any reason compelled to
surrender such payment or proceeds to any Person because such payment or application of proceeds is
invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference,
impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations
or part thereof intended to be satisfied shall be revived and continued and this Agreement shall
continue in full force as if such payment or proceeds had not been received by the Administrative
Agent or such Lender. The provisions of this Section 2.21 shall be and remain effective
notwithstanding any contrary action which may have been taken by the Administrative Agent or any
Lender in reliance upon such payment or application of proceeds. The provisions of this Section
2.21 shall survive the termination of this Agreement.




          Section 2.22 Inter-Lender Assignments.




          Each Existing Lender hereby sells and assigns on the Effective Date to each Lender, without
recourse, representation or warranty (except as set






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forth below), and each such Lender hereby purchases and assumes on the Effective Date from each
Existing Lender a percentage interest in the Commitments and Revolving Netherlands Sublimit and the
Loans and other Obligations hereunder as may be required to reflect the allocation of Commitments
and Revolving Netherlands Sublimit as set forth on the Commitment Schedule. The Lenders agree to
make such inter-Lender wire transfers as may be required to give effect to the foregoing
assignments and assumptions and, as a result of such assignments and assumptions, each Existing
Lender shall be absolutely released from any obligations, covenants or agreements with respect to
the Commitments, Revolving Netherlands Sublimit and Loans so assigned. With respect to such
Commitments, Revolving Netherlands Sublimit and Loans so assigned, each Existing Lender makes no
representation or warranty whatsoever, except that it represents and warrants that it is the legal
and beneficial owner of the same, free and clear of any adverse claim.




ARTICLE III




Representations and Warranties



          Each Loan Party represents and warrants to the Lenders that after giving effect to the
transactions on the Effective Date:




          Section 3.01 Organization; Powers. Each of the Loan Parties and each of its Subsidiaries (a) is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its organization (to the extent
the concept of “good standing” is recognized thereunder), (b) except where the failure to have such
power and authority could not, individually or in the aggregate, reasonably be expected to result
in a Material Adverse Effect, has all requisite power and authority to carry on its business as now
conducted and is qualified to do business in, and (c) is in good standing in, every jurisdiction
where such qualification is required except where the failure to be in good standing could not
reasonably be expected to result in a Material Adverse Effect.




          Section 3.02 Authorization; Enforceability. The Transactions are within each Loan Party’s corporate or organizational powers and have
been duly authorized by all necessary organizational and, if required, stockholder (or equity
holder, as applicable) action. The Loan Documents to which each Loan Party is a party have been
duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation
of such Loan Party, enforceable 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 3.03 Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing
with, or any other action by, any Governmental Authority, except such as have been obtained or made
and are in full force and effect and except for filings necessary to perfect Liens created pursuant
to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or
any of its Subsidiaries, (c) will not violate or result in a default under any indenture, agreement
or other instrument binding upon any Loan Party or any of its Subsidiaries or its assets, or give
rise to a right thereunder to require any payment to be made by any Loan Party or any of its
Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any
Loan Party or any of its Subsidiaries, except Liens created pursuant to the Loan Documents and
Liens permitted hereunder securing the Senior Note Obligations permitted hereunder except, in each
case, as could not reasonably be expected, individually or in the aggregate, to result in a
Material Adverse Effect.



          Section 3.04 Financial Condition; No Material Adverse Change.




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          (a) Holdings has heretofore furnished to the Lenders its consolidated balance sheet and
statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended
December 31, 2008, reported on by Ernst & Young, independent public accountants, and (ii) as of and
for the fiscal month and the portion of the fiscal year ended November 30, 2009, certified by its
chief financial officer. Such financial statements present fairly, in all material respects, the
financial position and results of operations and cash flows of Holdings and its consolidated
Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end
audit adjustments and the absence of footnotes in the case of the statements referred to in clause
(ii) above.




          (b) No event, change or condition has occurred that has had, or could reasonably be expected
to have, a Material Adverse Effect, since September 30, 2009.




          Section 3.05 Properties.




          (a) As of the date of this Agreement, Schedule 3.05 (i) sets forth the address of each parcel
of real property that is owned or leased by any Loan Party and (ii) identifies any such parcel of
owned real property with respect to which the Loan Documents will not, as of the Effective Date,
create legal and valid Liens on such parcel of real property and all of the buildings,
improvements, structures and fixtures located on such parcel of real property in accordance with
the terms and conditions of the Loan Documents (each, a “Non-Mortgaged Property”). Except
as could not reasonably be expected to have a Material Adverse Effect, each of such leases and
subleases is valid and enforceable in accordance with its terms and is in full force and effect,
and, to the knowledge of the applicable Loan Party, no default by any party to any such lease or
sublease exists. Each of the Loan Parties and its Subsidiaries has good and marketable title to,
or valid leasehold interests in, all its real and personal property, free of all Liens other than
those permitted by Section 6.02.




          (b) Except as could not reasonably be expected, individually or in the aggregate, to result in
a Material Adverse Effect, each Loan Party and its Subsidiaries owns, or is licensed to use, all
Intellectual Property used in its business as currently conducted, a correct and complete list of
which, as of the date of this Agreement, is set forth on Schedule 3.05, and the use thereof by the
Loan Parties and its Subsidiaries does not infringe in any material respect upon the rights of any
other Person, and the Loan Parties’ rights thereto are not subject to any licensing agreement or
similar arrangement.




          Section 3.06 Litigation and Environmental Matters.




          (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of any Loan Party, threatened against or affecting
the Loan Parties or any of their Subsidiaries (i) as to which there is a reasonable possibility of
an adverse determination and that, if adversely determined, could reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed
Matters) or (ii) that directly involve this Agreement or the Transactions.




          (b) Except for the Disclosed Matters and except as could not reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect, (i) no Loan Party nor any
of its Subsidiaries has received notice of any claim with respect to any Environmental Liability or
knows of any basis for any Environmental Liability and (ii) no Loan Party nor any of its
Subsidiaries (1) has failed to comply with any Environmental Law or to obtain, maintain or comply
with any permit, license or other approval required under any Environmental Law or (2) has become
subject to any Environmental Liability.







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          (c) Since the date of this Agreement, there has been no change in the status of the Disclosed
Matters that, individually or in the aggregate, has resulted in, or materially increased the
likelihood of, a Material Adverse Effect.




          Section 3.07 Compliance with Laws and Agreements.




          (a) Each Loan Party and its Subsidiaries is in compliance with all Requirements of Law
applicable to it or its property and all indentures, agreements and other instruments binding upon
it or its property, except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is
continuing.




          (b) If the Netherlands Borrower or any Netherlands Loan Guarantor is a credit institution
(kredietinstelling) under the Netherlands Financial Supervision Act, such party is in compliance
with the applicable provisions of the Netherlands Financial Supervision Act and any implementing
regulation.




          Section 3.08 Investment Company Status. No Loan Party nor any of its Subsidiaries is an “investment company” as defined in, or
subject to regulation under, the Investment Company Act of 1940.




          Section 3.09 Taxes. Except as could not reasonably be expected, individually or in the aggregate, to result in
a Material Adverse Effect, each Loan Party and its Subsidiaries has timely filed or caused to be
filed all federal and other material Tax returns and reports required to have been filed and has
paid or caused to be paid all Taxes shown thereon, except Taxes that are being contested in good
faith by appropriate proceedings and for which such Loan Party or such Subsidiary, as applicable,
has established adequate reserves determined in accordance with GAAP. There are no proposed Tax
deficiencies or assessments that, in the aggregate, are material to each Loan Party and its
Subsidiaries, taken as a whole. There are no liens for any material Taxes on any assets of each
Loan Party and its Subsidiaries.




          Section 3.10 ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together
with all other such ERISA Events for which liability is reasonably expected to occur, could
reasonably be expected to result in a Material Adverse Effect. Except as could not reasonably be
expected to have a Material Adverse Effect, the present value of all accumulated benefit
obligations under each Plan (based on the assumptions used for purposes of Statement of Financial
Accounting Standards No. 87) did not, either individually or together with one or more such Plans,
as of the date of the most recent financial statements reflecting such amounts, exceed the fair
market value of the assets of such Plan or Plans.




          Section 3.11 Disclosure. Neither the information contained in the Information Memorandum nor in any of the other
reports, the financial statements, certificates or other information (including public filings of
Holdings) furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in
connection with the negotiation of this Agreement or any other Loan Document (as modified or
supplemented by other information so furnished) taken as a whole contains any untrue statement of a
material fact or omits to state any material fact necessary to make the statements therein, in the
light of the circumstances under which such statements were made not misleading; provided
that, with respect to pro forma and projected financial information, the Borrowers and Holdings
represent only that such information was prepared in good faith based upon assumptions believed to
be reasonable at the time delivered in light of the circumstances when made and, if such pro forma
and projected financial information was delivered prior to the Effective Date, as of the Effective
Date.




          Section 3.12 Reserved








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          Section 3.13 Solvency.




          (a) Immediately after the consummation of the Transactions to occur on the Effective Date, and
immediately after the making of each Loan and the issuance of each Letter of Credit hereunder, each
Loan Party will be Solvent, (i) the fair value of the assets of such Loan Party, at a fair
valuation, at such time exceed its debts and liabilities, subordinated, contingent or otherwise;
(ii) the present fair saleable value of the property of such Loan Party at such time are greater
than the amount that will be required to pay the probable liability of its debts and other
liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become
absolute and matured; (iii) such Loan Party at such time is able to pay its debts and liabilities,
subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured;
and (iv) such Loan Party at such time does not have unreasonably small capital with which to
conduct the business in which it is engaged as such business is then conducted and is proposed to
be conducted thereafter.




          (b) No Loan Party intends to, or will permit any of its Subsidiaries to, and no Loan Party
believes that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts
as they mature, taking into account the timing of and amounts of cash to be received by it or any
such Subsidiary and the timing of the amounts of cash to be payable on or in respect of its
Indebtedness or the Indebtedness of any such Subsidiary.




          Section 3.14 Insurance. Schedule 3.14 sets forth a description of all insurance maintained by or on behalf
of the Loan Parties and the Subsidiaries as of the Effective Date. As of the Effective Date, all
premiums in respect of such insurance have been paid. The Borrowers and Holdings believe that the
insurance maintained by or on behalf of the Loan Parties and the Subsidiaries is adequate.




          Section 3.15 Capitalization and Subsidiaries. As of the Effective Date, Schedule 3.15 sets forth (a) a correct and complete list
of the name and relationship to Holdings of each and all of Holdings’ Subsidiaries, (b) a true and
complete listing of each class of each of the Loan Parties’ authorized Equity Interests, of which
all of such issued shares are validly issued, outstanding, fully paid and non-assessable, and
(other than shares issued by Holdings) owned beneficially and of record by the Persons identified
on Schedule 3.15, and (c) the type of entity of Holdings and each of its Subsidiaries. All
of the issued and outstanding Equity Interests owned by any Loan Party has been (to the extent such
concepts are relevant with respect to such ownership interests) duly authorized and issued and is
fully paid and non-assessable.




          Section 3.16 Security Interest in Collateral. The provisions of this Agreement and the other Loan Documents create legal and valid Liens
on all the Collateral in favor of the Administrative Agent, for the benefit of the Administrative
Agent and the Lenders, and such Liens constitute perfected and continuing Liens on the Collateral,
securing, in the case of the Liens created under the US Collateral Documents, the Secured
Obligations and, in the case of the Liens created under the Netherlands Collateral Documents, the
Netherlands Secured Obligations, enforceable against the applicable Loan Party and all third
parties, and having priority over all other Liens on the Collateral except in the case of (a) liens
permitted by Section 6.02, to the extent any such liens would have priority over the Liens in favor
of the Administrative Agent pursuant to any applicable law or agreement (including, without
limitation any Liens on Senior Notes Priority Collateral securing the Senior Notes Obligations
permitted hereunder to the extent provided in the Intercreditor Agreement); and (b) Liens perfected
only by possession (including possession of any certificate of title) to the extent the
Administrative Agent has not obtained or does not maintain possession of such Collateral, and
provided that, with respect to the Netherlands Collateral Documents, any required notification
(mededeling), registration (registratie of inschrijving) or waiver (afstand van recht), as
contemplated by the Netherlands Collateral Documents for purposes of the






62









 







perfection of the security interests purported to be created by such documents, has been duly
and timely made, completed or obtained.




          Section 3.17 Employment Matters. As of the Effective Date, except as could not reasonably be expected, individually or in
the aggregate, to result in a Material Adverse Effect, there are no strikes, lockouts or slowdowns
against any Loan Party or any Subsidiary pending or, to the knowledge of the Borrowers, threatened.
The hours worked by and payments made to employees of the Loan Parties and the Subsidiaries have
not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local
or foreign law dealing with such matters except as could not reasonably be expected, individually
or in the aggregate, to result in a Material Adverse Effect. Except as could not reasonably be
expected, individually or in the aggregate, to result in a Material Adverse Effect, all payments
due from any Loan Party or any Subsidiary, or for which any claim may be made against any Loan
Party or any Subsidiary, on account of wages and employee health and welfare insurance and other
benefits, have been paid or accrued as a liability on the books of the Loan Party or such
Subsidiary.




          Section 3.18 Common Enterprise. The successful operation and condition of each of the Loan Parties is dependent on the
continued successful performance of the functions of the group of the Loan Parties as a whole and
the successful operation of each of the Loan Parties is dependent on the successful performance and
operation of each other Loan Party. Each Loan Party expects to derive benefit (and its board of
directors or other governing body has determined that it may reasonably be expected to derive
benefit), directly and indirectly, from (i) successful operations of each of the other Loan Parties
and (ii) the credit extended by the Lenders to the Borrowers hereunder, both in their separate
capacities and as members of the group of companies. Each Loan Party has determined that
execution, delivery, and performance of this Agreement and any other Loan Documents to be executed
by such Loan Party and each of the other Transactions is within its purpose, will be of direct and
indirect benefit to such Loan Party, and is in its best interest.




          Section 3.19 Intellectual Property. Except as could not reasonably be expected, individually or in the aggregate, to result in
a Material Adverse Effect, each Loan Party and its Subsidiaries owns, or is licensed to use, all
Intellectual Property necessary for the conduct of its business as currently conducted. No
material claim has been asserted and is pending by any Person challenging or questioning the use of
any Intellectual Property or the validity or effectiveness of any Intellectual Property in any
respect that could reasonably be expected to have a Material Adverse Effect, nor does any Loan
Party or its Subsidiaries know of any valid basis for any such claim. Except as could not
reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect,
the use of Intellectual Property by each Loan Party and its Subsidiaries does not infringe on the
rights of any Person in any material respect.




          Section 3.20 Federal Regulations. No part of the proceeds of any Loans, and no other extensions of credit hereunder, will be
used for “buying” or “carrying” any “margin stock” within the respective meanings of each of the
quoted terms under Regulation U as now and from time to time hereafter in effect or for any purpose
that violates the provisions of the Regulations of the Board. If requested by any Lender or the
Administrative Agent, the relevant Borrower will furnish to the Administrative Agent and each
Lender a statement to the foregoing effect in conformity with the requirements of FR Form G-3 or FR
Form U-1, as applicable, referred to in Regulation U.




          Section 3.21 Senior Indebtedness. The Secured Obligations of the US Loan Parties constitute permitted Indebtedness under
Section 3.2(1) of the Senior Notes Indenture secured by Permitted Liens under clause (1) of the
definition of that term contained in the Senior Notes Indenture.







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          Section 3.22 Netherlands Collateral Documents. The assets pledged under the Netherlands Collateral Documents to secure the Netherlands
Secured Obligations constitute substantially all of the real and personal property, and
substantially all of the tangible and intangible property, of the Netherlands Loan Parties.




          Section 3.23 Inactive Subsidiary. The Inactive Subsidiary has no, nor will at any time have any, property or assets,
liabilities, contractual obligations or operations and the US Borrower intends to dissolve the
Inactive Subsidiary within thirty (30) days after the Effective Date.




ARTICLE IV




Conditions



          Section 4.01 Effective Date. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of
Credit hereunder shall not become effective until the date on which each of the following
conditions is satisfied (or waived in accordance with Section 9.02):




          (a) Credit Agreement and Loan Documents; Legal Opinions. The Administrative Agent (or
its counsel) shall have received (i) from each party hereto either (A) a counterpart of this
Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative
Agent (which may include facsimile transmission of a signed signature page of this Agreement) that
such party has signed a counterpart of this Agreement and (ii) duly executed copies of the other
Loan Documents (other than Loan Documents that pursuant to the express terms thereof are not
contemplated to be executed and delivered on the Effective Date) and such other certificates,
documents, instruments and agreements as the Administrative Agent shall reasonably request in
connection with the transactions contemplated by this Agreement and such other Loan Documents,
including any promissory notes requested by a Lender pursuant to Section 2.10 payable to the order
of each such requesting Lender and (iii) written opinion(s) of (A) the Loan Parties’ special New
York and Dutch counsels and (B) the Administrative Agent’s special Dutch counsel, in each case,
addressed to the Administrative Agent, the Issuing Bank and the Lenders.




          (b) Financial Statements and Projections. The Lenders shall have received (i) audited
consolidated financial statements of Holdings for the fiscal year ending December 31, 2008, (ii)
unaudited interim consolidated financial statements of Holdings for each month ended after the date
of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as
to which such financial statements are available, and (iii) satisfactory projections for fiscal
years 2010, 2011 and 2012.




          (c) Closing Certificates; Certified Certificate of Incorporation; Good Standing
Certificates. The Administrative Agent shall have received (i) a certificate of each Loan
Party, dated the Effective Date and executed by its Secretary or Assistant Secretary or, as the
case may be, its managing directors, which shall (A) certify the resolutions of its Board of
Directors, members or other body authorizing the execution, delivery and performance of the Loan
Documents to which it is a party, (B) identify by name and title and bear the signatures of the
Financial Officers and any other officers of such Loan Party, or such other Persons authorized to
sign on behalf of such Loan Party, authorized to sign the Loan Documents to which it is a party,
and (C) contain appropriate attachments, including, if applicable, the certificate or articles of
incorporation or organization of each Loan Party certified, if applicable, by the relevant
authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its
by-laws or operating, management or partnership agreement or, as the case may be, its articles of
association, and (ii) to the extent available in such jurisdiction, a long form good standing
certificate for each Loan Party from its jurisdiction of organization and from each other
jurisdiction constituting a material location of such Loan Party.







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          (d) No Default Certificate. The Administrative Agent shall have received a
certificate, signed by a financial officer of Holdings, on the initial Borrowing date (i) stating
that no Default has occurred and is continuing, and (ii) stating that the representations and
warranties contained in Article III are true and correct as of such date.




          (e) Fees. The Lenders and the Administrative Agent shall have received all fees
required to be paid, and all reasonable out-of-pocket expenses for which invoices have been
presented (including the reasonable fees and expenses of legal counsel), on or before the Effective
Date. All such amounts will be paid with proceeds of Loans made on the Effective Date and will be
reflected in the funding instructions given by the Borrower Representative to the Administrative
Agent on or before the Effective Date.




          (f) Lien Searches. Other than with regard to the Netherlands jurisdiction, the
Administrative Agent shall have received the results of a recent lien search in each of the
jurisdictions where assets of the Loan Parties are located, and such search shall reveal no liens
on any of the assets of the Loan Parties except for liens permitted by Section 6.02 or discharged
on or prior to the Effective Date pursuant to a pay-off letter or other documentation satisfactory
to the Administrative Agent.




          (g) Pay-Off Letter. The Administrative Agent shall have received satisfactory pay-off
letters for all existing Indebtedness to be repaid from the proceeds the initial Borrowing,
confirming that all Liens upon any of the property of the Loan Parties constituting Collateral will
be terminated concurrently with such payment and all letters of credit issued or guaranteed as part
of such Indebtedness shall have been cash collateralized or supported by a Letter of Credit.




          (h) Funding Accounts. The Administrative Agent shall have received a notice setting
forth the deposit account(s) of each Borrower (with respect to such Borrower, a “Funding
Account”) to which the Administrative Agent and the Lenders are authorized by the Borrowers to
transfer the proceeds of any Borrowings by such Borrower requested or authorized pursuant to this
Agreement.




          (i) [Reserved]




          (j) Control Agreements. The Administrative Agent shall have received each Deposit
Account Control Agreement with respect to Accounts held with the Administrative Agent required to
be provided pursuant to Section 4.14 of the US Security Agreement.




          (k) Solvency. The Administrative Agent shall have received a solvency certificate
with respect to all Loan Parties from a Financial Officer of the US Borrower and, with respect to
Holdings, from a Financial Officer of Holdings to the effect that the Loan Parties are, and after
giving effect to the incurrence of all indebtedness and obligations being incurred in connection
herewith and therewith (including the Senior Notes Obligations) will be and will continue to be
Solvent.




          (l) Borrowing Base Certificate. The Administrative Agent shall have received an
Aggregate Borrowing Base Certificate which calculates the Aggregate Borrowing Base and Borrowing
Base Certificates which calculate the respective Borrowing Bases of the Borrowers, in each case as
of December 31, 2009 with customary supporting documentation and supplemental reporting reasonably
satisfactory to the Administrative Agent.




          (m) Closing Availability. After giving effect to all Borrowings to be made on the
Effective Date and the issuance of any Letters of Credit on the Effective Date and payment of all
fees and expenses due hereunder, the Aggregate Availability (without giving effect to the
Availability Block) plus






65









 







cash and cash equivalents subject to a Deposit Account Control Agreement shall not be less
than $25,000,000.




          (n) Senior Notes. The Borrowers shall have received gross proceeds of at least
$375,000,000 in consideration of the issuance of the Senior Notes upon terms and conditions
reasonably satisfactory to the Administrative Agent and the Lenders, and the Administrative Agent
and the Lenders shall have received true copies of the executed Senior Notes Indenture, the Senior
Notes, the Intercreditor Agreement, related collateral documents and all other material documents
and agreements executed and delivered in connection therewith, all of which shall be in form and
substance reasonably satisfactory to the Administrative Agent and the Lenders.




          (o) Pledged Stock; Stock Powers; Pledged Notes. The Administrative Agent shall have
received (i) the certificates representing the shares of Capital Stock pledged pursuant to the US
Security Agreement, together with an undated stock power for each such certificate executed in
blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note (if any)
pledged to the Administrative Agent pursuant to the US Security Agreement endorsed (without
recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof.




          (p) Filings, Registrations and Recordings. Each document (including any Uniform
Commercial Code financing statement) required by the Collateral Documents or under law or
reasonably requested by the Administrative Agent to be filed, registered or recorded in order to
create in favor of the Administrative Agent, for the benefit of the Lenders, a first priority
perfected Lien (or second priority Lien, subject in priority only to the Liens securing the Senior
Notes Obligations permitted hereunder, with respect to the Senior Notes Priority Collateral to the
extent provided in the Intercreditor Agreement) on the Collateral described therein, prior and
superior in right to any other Person (other than with respect to Liens expressly permitted by
Section 6.02), shall be in proper form for filing, registration or recordation.




          (q) Appraisals. The Administrative Agent shall have received appraisals of the
Inventory of each Loan Party from an appraiser selected and engaged by the Administrative Agent,
and prepared on a basis satisfactory to the Administrative Agent, such appraisals to include,
without limitation, information required by applicable law and regulations, which appraisals shall
be acceptable to the Administrative Agent.




          (r) Mortgages. The Administrative Agent shall have received, with respect to each
parcel of real property (other than the Non-Mortgaged Properties) owned by a Loan Party, in favor
of the Administrative Agent, in form and substance reasonably satisfactory to the Administrative
Agent, a Mortgage (or amendments to existing Mortgages) on such property which mortgage shall, upon
recordation in the applicable filing office, create a valid and enforceable first priority Lien (or
second priority Lien, subject in priority only to the Liens securing the Senior Notes Obligations
permitted hereunder, with respect to the Senior Notes Priority Collateral to the extent provided in
the Intercreditor Agreement), subject to Liens permitted by Section 6.02, in favor of the
Administrative Agent for the benefit of itself and the Lenders.




          (s) Insurance. The Administrative Agent shall have received evidence of insurance
coverage in form, scope, and substance reasonably satisfactory to the Administrative Agent and
otherwise in compliance with the terms of Section 4.12 of the Security Agreements.




          (t) Letter of Credit Application. The Administrative Agent shall have received a
properly completed letter of credit application if the issuance of a Letter of Credit will be
required on the Effective Date.







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          (u) Approvals. All governmental and third party approvals necessary in connection
with the execution of the Loan Documents, the Transactions and the continuing operations of each
Borrower and its Subsidiaries shall have been obtained on terms reasonably satisfactory to the
Administrative Agent, and shall be in full force and effect.




          (v) Due Diligence. The Administrative Agent shall have completed, and shall be
satisfied with the results of, all business, legal, tax and regulatory due diligence, and the
corporate structure, capital structure, other debt instruments, material accounts and governing
documents of Holdings, each Borrower and its Subsidiaries shall be acceptable to the Administrative
Agent.




          (w) Netherlands Collateral. The Administrative Agent shall have received all
information and/or documentation that the Administrative Agent, in its reasonable discretion,
considers necessary or desirable in connection with the Netherlands Collateral.




          (x) Other Documents. The Administrative Agent shall have received such other
documents as the Administrative Agent, the Issuing Bank or their counsel may have reasonably
requested, all in form and substance reasonably acceptable to the Administrative Agent, the Issuing
Bank and their counsel.




          Section 4.02 Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of the
Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction
of the following conditions:




          (a) The representations and warranties of the Borrowers set forth in this Agreement that are
qualified by materiality shall be true and correct and the representations and warranties that are
not qualified by materiality shall be true and correct in all material respects on and as of the
date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of
Credit, as applicable except to the extent that such representation or warranty expressly relates
to an earlier date, in which case it shall be true and correct as of such date.




          (b) At the time of and immediately after giving effect to such Borrowing or the issuance,
amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have
occurred and be continuing.




          (c) After giving effect to any Borrowing or the issuance of any Letter of Credit, (i) the USD
Equivalent of the Aggregate Credit Exposure does not exceed the sum of the total Revolving
Commitments (less (i) the Availability Block and (ii) Reserves (other than Reserves which Agent
elects not to deduct for such purpose in its sole discretion)), (ii) the USD Equivalent of the
total Revolving Exposures (excluding Revolving Netherlands Exposures) does not exceed the US
Borrowing Base, (iii) the USD Equivalent of the total Revolving Euro Exposures with respect to the
Borrowers does not exceed the Euro Sublimit, (iv) the USD Equivalent of the total Revolving
Netherlands Exposures does not exceed the sum of the total Revolving Netherlands Sublimit, (v) the
USD Equivalent of the total Revolving Netherlands Exposure does not exceed the Netherlands
Borrowing Base and (vi) the USD Equivalent of the total Revolving Exposures relating to the
Netherlands Borrower does not exceed the Libbey Europe Sublimit.



Except with respect to Protective Advances and the Settlement of Swingline Loans, each Borrowing
and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to
constitute a representation and warranty by the Borrowers on the date thereof as to the matters
specified in paragraphs (a), (b) and (c) of this Section.







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ARTICLE V




Affirmative Covenants



          Until the Commitments have expired or been terminated and the principal of and interest on
each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit
shall have expired, terminated, cash collateralized or backstopped and all LC Disbursements shall
have been reimbursed, each Loan Party executing this Agreement covenants and agrees, with the
Lenders that:




          Section 5.01 Financial Statements; Borrowing Base and Other Information. The Borrowers will furnish to the Administrative Agent and each Lender:




          (a) within 90 days after the end of each fiscal year of Holdings, its audited consolidated
balance sheet and related statements of operations, stockholders’ equity and cash flows as of the
end of and for such year, setting forth in each case in comparative form the figures for the
previous fiscal year, all reported on by independent public accountants of recognized national
standing (without a “going concern” or like qualification or exception and without any
qualification or exception as to the scope of such audit) to the effect that such consolidated
financial statements present fairly in all material respects the financial condition and results of
operations of Holdings and its consolidated Subsidiaries on a consolidated basis in accordance with
GAAP consistently applied, accompanied by any management letter prepared by said accountants.
Notwithstanding the foregoing, in the event that the US Borrower delivers an annual report on Form
10-K of Holdings for such fiscal year the Borrowers will be deemed to have delivered the financial
statements required by this Section 5.01(a) on the date of such filing;




          (b) within 55 days after the end of each of the first three fiscal quarters of Holdings, its
consolidated balance sheet and related statements of operations, stockholders’ equity and cash
flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year,
setting forth in each case in comparative form the figures for the corresponding period or periods
of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified
by one of the Financial Officers of the Borrower Representative as presenting fairly in all
material respects the financial condition and results of operations of Holdings and its
consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied,
subject to normal year-end audit adjustments and the absence of footnotes. Notwithstanding the
foregoing, in the event that the US Borrower delivers a quarterly report on Form 10-Q of Holdings
for such fiscal quarter, the Borrowers will be deemed to have delivered the financial statements
required by this Section 5.01(b) on the date of such filing;




          (c) within 30 days after the end of each fiscal month of Holdings other than any month that is
the last month of a fiscal quarter, its consolidated and consolidating balance sheet, statements of
cash flows and income statement as of the end of and for such fiscal month and the then elapsed
portion of the fiscal year, setting forth in each case in comparative form the figures for the
corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the
previous fiscal year;




          (d) concurrently with any delivery of financial statements under clause (a), (b) or (c) above,
a certificate of a Financial Officer of the Borrower Representative in substantially the form of
Exhibit G (i) certifying, in the case of the financial statements delivered under clause
(b), as presenting fairly in all material respects the financial condition and results of
operations of Holdings and its consolidated Subsidiaries on a consolidated basis in accordance with
GAAP consistently applied, subject to normal year-end audit adjustments and the absence of
footnotes, (ii) certifying as to whether a Default has occurred and, if a Default has occurred,
specifying the details thereof and any action taken or proposed to be taken with respect thereto
and (iii) stating whether any change in GAAP or in the application thereof has occurred since the
date of the audited financial statements referred to in






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Section 3.04 that would affect the financial statements accompanying such certificate and specifying
the effect of such change on the financial statements accompanying such certificate;




          (e) concurrently with any delivery of financial statements under clause (a) above, a
certificate of the accounting firm that reported on such financial statements stating whether they
obtained knowledge during the course of their examination of such financial statements of any
Default (which certificate may be limited to the extent required by accounting rules or
guidelines);




          (f) as soon as available, but in any event not more than 60 days after the end of each fiscal
year of Holdings, a copy of the plan and forecast (including a projected consolidated balance
sheet, income statement and funds flow statement) of Holdings for each quarter of the upcoming
fiscal year (the “Projections”) in form reasonably satisfactory to the Administrative
Agent;




          (g) as soon as available but in any event within 20 days of the end of each calendar month
(and, during any Restriction Period, each calendar week), and at such other times as may be
reasonably requested by the Administrative Agent, as of the period then ended, an Aggregate
Borrowing Base Certificate, together with a Borrowing Base Certificate for each Borrower which
calculates such Borrower’s Borrowing Base, and supporting information in connection therewith,
together with any additional reports with respect to the Borrowing Base of any Borrower as the
Administrative Agent may reasonably request;




          (h) as soon as available but in any event within 20 days of the end of each calendar month
(and, during any Restriction Period, each calendar week) and at such other times as may be
reasonably requested by the Administrative Agent, as of the period then ended, all delivered in a
manner reasonably acceptable to the Administrative Agent:




          (i) a detailed aging of the Accounts of each Loan Party (1) including lists of all invoices
aged by invoice date and due date (with an explanation of the terms offered) and (2) reconciled to
the Borrowing Base Certificate of each Borrower delivered as of such date prepared in a manner
reasonably acceptable to the Administrative Agent, together with a summary specifying the balance
due for each Account Debtor;




          (ii) a schedule detailing the Inventory of each Loan Party, in form reasonably satisfactory to
the Administrative Agent, (1) by location (showing Inventory in transit, any Inventory located with
a third party under any consignment, bailee arrangement, or warehouse agreement), by class (raw
material, work-in-process and finished goods), by product type, and by volume on hand, which
Inventory shall be valued at the lower of cost (determined on a first-in, first-out basis) or
market and adjusted for Reserves as the Administrative Agent has previously indicated to the
Borrower Representative are deemed by the Administrative Agent to be appropriate, (2) including a
report of any variances or other results of Inventory counts performed by each Loan Party since the
last Inventory schedule (including information regarding sales or other reductions, additions,
returns, credits issued by each Loan Party and complaints and claims made against the Borrowers),
and (3) reconciled to the Borrowing Base Certificate of each Borrower delivered as of such date;




          (iii) a worksheet of calculations prepared by each Loan Party to determine Eligible Accounts
and Eligible Inventory, such worksheets detailing the Accounts and Inventory excluded from Eligible
Accounts and Eligible Inventory and the reason for such exclusion;




          (iv) a reconciliation of the Accounts and Inventory of each Loan Party between the amounts
shown in the Borrowers’ general ledger and financial statements and the reports delivered pursuant
to clauses (i) and (ii) above; and







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          (v) a reconciliation of the loan balance per each Borrower’s general ledger to the loan
balances under this Agreement;




          (i) as soon as available but in any event within 20 days of the end of each calendar month and
at such other times as may be reasonably requested by the Administrative Agent, as of the month
then ended, a schedule and aging of the Borrowers’ and the other Loan Parties’ accounts payable,
delivered in a manner reasonably acceptable to the Administrative Agent;




          (j) promptly upon the Administrative Agent’s request:




          (i) copies of invoices in connection with the invoices issued by any Loan Party in connection
with any Accounts, credit memos, shipping and delivery documents, and other information related
thereto;




          (ii) copies of purchase orders, invoices, and shipping and delivery documents in connection
with any Inventory or Equipment purchased by any Loan Party; and




          (iii) a schedule detailing the balance of all intercompany accounts of the Loan Parties;




          (k) as soon as available but in any event within 20 days of the end of each calendar month
(and during any Restriction Period, each calendar week) and at such other times as may be
reasonably requested by the Administrative Agent, as of the period then ended, each Loan Party’s
sales journal, cash receipts journal (identifying trade and non-trade cash receipts) and debit
memo/credit memo journal;




          (l) within 20 days of each March 31 and September 30, an updated customer list for each
Borrower and its Subsidiaries, which list shall state the customer’s name, mailing address and
phone number, delivered in a manner reasonably acceptable to the Administrative Agent, and shall be
certified as true and correct by a Financial Officer of the Borrower Representative;




          (m) within 20 days of the first Business Day of each March, a certificate of good standing for
each Loan Party from the appropriate governmental officer in its jurisdiction of incorporation,
formation, or organization (to the extent available in such jurisdiction);




          (n) no later than 5 Business Days prior to the effectiveness thereof, copies of substantially
final drafts of any proposed amendment, waiver or other modification other than a supplement to add
additional guarantors with respect to the Senior Notes (so long as such guarantors also guaranty
all of the Secured Obligations and such guaranty of the Senior Notes is permitted by this
Agreement);




          (o) promptly after the same become publicly available, copies of all periodic and other
reports, proxy statements and other materials filed by Holdings, any Borrower or any Subsidiary
with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all
of the functions of said Commission, or with any national securities exchange, as the case may be;
and




          (p) promptly following any request therefor, such other reasonably available information
regarding the operations, business affairs and financial condition of Holdings or any Subsidiary,
as the Administrative Agent or any Lender may reasonably request.




          Section 5.02 Notices of Material Events. The Borrowers and Holdings will furnish to the Administrative Agent and each Lender prompt
written notice of the following:







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          (a) the occurrence of any Default;




          (b) receipt of any written notice of any governmental investigation or any litigation or
proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of
$5,000,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its
fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the
violation of any law regarding, or seeks remedies in connection with, any Environmental Laws
involving liability in excess of $5,000,000, (vi) contests any tax, fee, assessment, or other
governmental charge in excess of $5,000,000, or (vii) involves any product recall;




          (c) any Lien (other than Liens permitted by Section 6.02) or asserted against any of the
Collateral;




          (d) any loss, damage, or destruction to the Collateral in the amount of $2,500,000 or more,
whether or not covered by insurance;




          (e) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that
have occurred, could reasonably be expected to result in liability of the Borrowers and their
Subsidiaries in an aggregate amount exceeding $2,500,000; and




          (f) any other development that results in, or could reasonably be expected to result in, a
Material Adverse Effect.



Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer
or other executive officer of the Borrower Representative setting forth the details of the event or
development requiring such notice and any action taken or proposed to be taken with respect
thereto.




          Section 5.03 Existence; Conduct of Business. Each Loan Party will, and will cause each Subsidiary to, (a) do or cause to be done all
things necessary to preserve, renew and keep in full force and effect its legal existence and the
rights, qualifications, licenses, permits, franchises, governmental authorizations, Intellectual
Property rights, licenses and permits material to the conduct of its business, and maintain all
requisite authority to conduct its business in each jurisdiction in which its business is
conducted, in each case, except as could not be reasonably expected, individually or in the
aggregate, to result in a Material Adverse Effect; provided that the foregoing shall not
prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 and (b)
carry on and conduct its business in substantially the same fields of enterprise as it is presently
conducted or enterprises reasonably related thereto or reasonable extensions thereof.




          Section 5.04 Payment of Obligations. Each Loan Party will, and will cause each Subsidiary to, pay or discharge all Material
Indebtedness and all other material liabilities and obligations, including Taxes, before the same
shall become delinquent or in default, except (a) where the validity or amount thereof is being
contested in good faith by appropriate proceedings, (b) where such Loan Party or such Subsidiary
has set aside on its books adequate reserves with respect thereto if and to the extent required by
GAAP or (c) as could not be reasonably expected, individually or in the aggregate, to result in a
Material Adverse Effect.




          Section 5.05 Maintenance of Properties. Except as could not be reasonably expected, individually or in the aggregate, to result in
a Material Adverse Effect, each Loan Party will, and will cause each Subsidiary to, keep and
maintain all property material to the conduct of its business in good working order and condition,
ordinary wear and tear excepted.







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          Section 5.06 Books and Records; Inspection Rights. Each Loan Party will, and will cause each Subsidiary to, (i) keep proper books of record
and account in which full, true and correct entries in all material respects in conformity with
GAAP, are made of all dealings and transactions in relation to its business and activities and (ii)
permit any representatives designated by the Administrative Agent or any Lender (including
employees of the Administrative Agent, any Lender or any consultants, accountants, lawyers and
appraisers retained by the Administrative Agent), upon reasonable prior notice during normal
business hours, to visit and inspect its properties, to conduct field examinations, to examine and
make extracts from its books and records, including environmental assessment reports and Phase I or
Phase II studies, and to discuss its affairs, finances and condition with its officers and
independent accountants, all at such reasonable times and as often as reasonably requested;
provided, however that Financial Officers of the Borrowers shall be entitled to participate
in any discussion or meeting with the accountants and, absent the continuance of an Event of
Default, Borrowers shall not be required to reimburse the Administrative Agent or the Lenders for
more than two visits (and if there are more than two such visits in a fiscal year, the
Administrative Agent shall be reimbursed for its visits before any Lender is so reimbursed for its
visits) in any fiscal year (it being understood without limitation of the foregoing that there
shall be no limitation on the frequency of such visits and inspections (x) if an Event of Default
shall have occurred and be continuing or (y) such visit and/or inspection is paid for by the
relevant Lender). After the occurrence and during the continuance of any Event of Default, each
Loan Party shall provide the Administrative Agent and each Lender with contact information relating
to its suppliers. The Loan Parties acknowledge that the Administrative Agent, after exercising its
rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the
Loan Parties’ assets for internal use by the Administrative Agent and the Lenders.




          Section 5.07 Compliance with Laws. Except as could not be reasonably expected, individually or in the aggregate, to result in
a Material Adverse Effect, each Loan Party will, and will cause each Subsidiary to, comply with all
Requirements of Law applicable to it or its property.




          Section 5.08 Use of Proceeds. The proceeds of the Loans will be used only to finance the refinancing of existing
indebtedness, fees and expenses relating to the foregoing and for other general corporate purposes.
No part of the proceeds of any Loan and no Letter of Credit will be used, whether directly or
indirectly, for any purpose that entails a violation of any of the Regulations of the Board,
including Regulations T, U and X.




          Section 5.09 Insurance. Each Loan Party will, and will cause each Subsidiary to, maintain with financially sound and
reputable carriers having a financial strength rating of at least A- by A.M. Best Company (or with
financially sound and reputable carriers that are acceptable to Administrative Agent) (a) insurance
in such amounts (with no greater risk retention) and against such risks (including loss or damage
by fire and loss in transit; theft, burglary, pilferage, larceny, embezzlement, and other criminal
activities; business interruption; and general liability) and such other hazards, as is customarily
maintained by companies of established repute engaged in the same or similar businesses operating
in the same or similar locations and (b) all insurance required pursuant to the Collateral
Documents. The Borrowers will furnish to the Lenders, upon reasonable request of the
Administrative Agent, a certificate evidencing the insurance so maintained.




           Section 5.10 [Reserved].




          Section 5.11 Appraisals. At any time that the Administrative Agent requests, each of the Borrowers will, and will
cause each Subsidiary to, provide the Administrative Agent with appraisals or updates thereof of
their Inventory from an appraiser selected and engaged by the Administrative Agent, and prepared on
a basis satisfactory to the Administrative Agent, such appraisals and updates to include, without
limitation, information required by applicable law and regulations; provided, however, that
if no





72












 




Event of Default has occurred and is continuing, not more than two such appraisals per
calendar year shall be at the sole expense of the Loan Parties.




          Section 5.12 Depository Banks. Each of the US Loan Parties will, other than with respect to Non-Restricted Deposit
Accounts or unless otherwise consented to by Administrative Agent in its sole discretion, maintain
the Administrative Agent (or one of its Affiliates) as its principal depository bank, including for
the maintenance of operating, administrative, cash management, collection activity, and other
deposit accounts for the conduct of its business.




          Section 5.13 Environmental Laws. Except as could not be reasonably expected, individually or in the aggregate, to result in
a Material Adverse Effect, each Loan Party will, and will cause each Subsidiary to:




          (a) comply with, all applicable Environmental Laws, and obtain and comply with and maintain,
any and all licenses, approvals, notifications, registrations or permits required by applicable
Environmental Laws; and




          (b) conduct and complete all investigations, studies, sampling and testing, and all remedial,
removal and other actions required under Environmental Laws and promptly comply with all lawful
orders and directives of all Governmental Authorities regarding Environmental Laws.




          Section 5.14 Additional Collateral; Further Assurances.




          (a) Subject to applicable law, (i) the US Borrower and each Subsidiary that is a US Loan Party
shall cause each of its domestic Subsidiaries formed or acquired after the date of this Agreement
in accordance with the terms of this Agreement to become a US Loan Party and (ii) the Netherlands
Borrower and each Subsidiary that is a Netherlands Loan Party shall cause each of its Subsidiaries
that is organized under the laws of The Netherlands and is formed or acquired after the date of
this Agreement in accordance with the terms of this Agreement to become a Netherlands Loan Party,
in each case by executing the Joinder Agreement set forth as Exhibit H hereto (the
“Joinder Agreement”) by the earlier of (I) the date that any such Subsidiary guarantees any
Senior Notes Obligations and (II) the date that is ten (10) days after the formation or acquisition
of such Subsidiary. Upon execution and delivery thereof, each such Person (i) that is organized
under the laws of the United States (A) shall automatically become a US Loan Guarantor hereunder
and thereupon shall have all of the rights, benefits, duties, and obligations in each such capacity
under the Loan Documents and (B) will grant first priority Liens (or second priority Liens, subject
in priority only to the Liens securing the Senior Notes Obligations permitted hereunder, with
respect to the Senior Notes Priority Collateral to the extent provided in the Intercreditor
Agreement) to the Administrative Agent, for the benefit of the Administrative Agent and the
Lenders, in any property of such Loan Party which constitutes Collateral, including any parcel of
real property located in the United States owned by such Loan Party with a fair market value in
excess of $1,000,000 and (ii) that is organized under the laws of The Netherlands (A) shall
automatically become a Netherlands Loan Guarantor hereunder thereupon shall have all of the rights,
benefits, duties, and obligations in each such capacity under the Loan Documents and (B) will grant
first priority Liens to the Administrative Agent, for the benefit of the Administrative Agent and
the Lenders, in any property of such Loan Party which constitutes Netherlands Collateral, including
any parcel of real property owned by such Netherlands Loan Party with a fair market value in excess
of $1,000,000.




          (b) Each US Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of
each of its domestic Subsidiaries and (ii) 65% (or 100% to the extent such security interest
secures the Netherlands Obligations (or a lesser percentage to the extent a security interest in
such shares would cause a material tax cost; but in no case less than 65%)) of the issued and
outstanding Equity






73









 







Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100%
of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas.
Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by the US Borrower or any
domestic Subsidiary, to be subject at all times to a first priority, perfected Lien in favor of the
Administrative Agent pursuant to the terms and conditions of the US Collateral Documents as the
Administrative Agent shall reasonably request.




          (c) Each Netherlands Loan Party will cause 100% of the issued and outstanding Equity Interests
of (i) each of its Subsidiaries that is organized under the laws of the Netherlands and (ii) each
of its direct Subsidiaries that is not organized under the laws of the Netherlands to be subject at
all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the
terms and conditions of the Netherlands Collateral Documents (or in the case of (ii) above, similar
terms and conditions) as the Administrative Agent shall reasonably request.




          (d) Without limiting the foregoing, each Loan Party will execute and deliver, or cause to be
executed and delivered, to the Administrative Agent such documents, agreements and instruments, and
will take or cause to be taken such further actions (including the filing and recording of
financing statements, fixture filings, mortgages, deeds of trust and other documents and such other
actions or deliveries of the type required by Section 4.01, as applicable), which may be required
by law or which the Administrative Agent may, from time to time, reasonably request to carry out
the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection
and priority of the Liens created or intended to be created by the Collateral Documents to the
extent required by the Collateral Documents, all at the expense of the applicable Loan Party.




          (e) If any material assets (including any real property or improvements thereto or any
interest therein) are acquired by any Borrower or any Subsidiary that is a Loan Party after the
Effective Date (other than assets constituting Collateral under any Security Agreement that become
subject to the Lien in favor of the applicable Administrative Agent upon acquisition thereof), the
Borrower Representative will notify the Administrative Agent and the Lenders thereof, and, if
requested by the Administrative Agent or the Required Lenders, the US Loan Parties or the
Netherlands Loan Parties, as applicable, will cause such assets to be subjected to a Lien securing
the Secured Obligations or the Netherlands Secured Obligations, respectively, in accordance with
and subject to the terms of the US Collateral Documents or the Netherlands Collateral Documents, as
applicable, and will take, and cause its Subsidiary Loan Parties to take, such actions as shall be
necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens,
including actions described in paragraph (d) of this Section, all at the expense of the applicable
Loan Party.




          Section 5.15
USA PATRIOT Act.



          The Borrowers shall and shall cause the other Guarantors to promptly, following a request by
the Administrative Agent or any Lender, provide all documentation and other information that the
Administrative Agent or such Lender reasonably requests in order to comply with its ongoing
obligations under applicable “know your customer” and anti-money laundering rules and regulations,
including the USA Patriot Act, (Title III of Pub. L. 107-56 (signed into law October 26, 2001))
(the “Act”).




          Section 5.16 Inactive Subsidiary.




          The Borrowers shall cause the Inactive Subsidiary to be dissolved within thirty (30) days
after the Effective Date.







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          Section 5.17 Post-Closing Deliveries.





     (a) Mortgage Related Deliveries. The Administrative Agent shall have received
(unless, in the sole discretion of the Administrative Agent, the Administrative Agent
waives such requirement), with respect to each parcel of real property (other than the
Non-Mortgaged Properties) owned by a Loan Party, in favor of the Administrative Agent, each
of the following, in form and substance reasonably satisfactory to the Administrative Agent
within forty-five (45) days after the Effective Date (or such later date, if any, that may
be approved by the Administrative Agent in its sole discretion):




          (1) except with respect to any parcel of real property located outside of the
United States, ALTA or other mortgagee’s title policy;




          (2) except with respect to any parcel of real property located outside of the
United States, either (a) an ALTA survey prepared and certified to the
Administrative Agent by a surveyor reasonably acceptable to the Administrative
Agent or (b) a title insurance policy of the type referred to in clause (ii) above
not containing an exception for any matter shown by a survey (except to the extent
an existing survey has been provided and specifically incorporated into such title
insurance policy); and




          (3) an opinion of counsel in the state in which such parcel of real property
is located in form and substance and from counsel reasonably satisfactory to the
Administrative Agent.




     (b) Collateral Access Agreements. The US Loan Parties shall use commercially
reasonable efforts to deliver Collateral Access Agreements with respect to all of their
leased, warehoused and other non-owned facilities located in the United States where
material amounts of Accounts, Inventory or books and records are located within
seventy-five (75) days of the Effective Date.




     (c) Certain Foreign Subsidiary Equity Interests Pledges. The Administrative
Agent shall have received (unless, in the sole discretion of the Administrative Agent, the
Administrative Agent waives such requirement), share pledge agreements governed by the laws
of the Netherlands to secure the Netherlands Secured Obligations as required by Section
5.14(c)(ii), in form and substance reasonably satisfactory to the Administrative Agent,
within thirty (30) days after the Effective Date (or such later date, if any, that may be
approved by the Administrative Agent in its sole discretion).




     (d) Amendments to Limited Liability Company Agreements. The Administrative
Agent shall have received (unless, in the sole discretion of the Administrative Agent, the
Administrative Agent waives such requirement), amendments to the Limited Liability Company
Agreement of each of LGAC LLC and Libbey.com LLC to address technical pledge matters, in
each case, in form and substance reasonably satisfactory to the Administrative Agent,
within thirty (30) days after the Effective Date (or such later date, if any, that may be
approved by the Administrative Agent in is sole discretion).




     (e) Deposit Account Control Agreement. The Administrative Agent shall have
received (unless, in the sole discretion of the Administrative Agent, the Administrative
Agent waives such requirement) a Deposit Account Control Agreement with respect to account
number 722-79294 maintained by US Borrower at Fifth Third Bank in form and substance
reasonably



75









 







satisfactory to the Administrative Agent within thirty (30) days after the Effective
Date (or such later date, if any, that may be approved by the Administrative Agent in is
sole discretion).



ARTICLE VI




Negative Covenants



          Until the Commitments have expired or terminated and the principal of and interest on each
Loan and all fees, expenses and other amounts payable under any Loan Document have been paid in
full and all Letters of Credit have expired or terminated or have been cash-collateralized or
backstopped and all LC Disbursements shall have been reimbursed, the Loan Parties covenant and
agree, jointly and severally, with the Lenders that:




          Section 6.01 Indebtedness. No Loan Party will, nor will it permit any Subsidiary to, create, incur or suffer to exist
any Indebtedness, except:




          (a) the Secured Obligations;




          (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and
extensions, renewals and replacements of any such Indebtedness in accordance with clause (f)
hereof;




          (c) Indebtedness constituting loans or advances made to (i) US Borrower or any of its
Wholly-Owned Subsidiaries that are US Loan Parties from (A) US Borrower or any US Subsidiary of US
Borrower (provided that all of any portion of such loans or advances may be restricted by the
Administrative Agent during a US Separate Borrowing Base Period to the extent that the aggregate
outstanding amount of such loan or advances to any US Loan Party exceeded the amount of the US
Borrowing Base attributable to Eligible Accounts and Eligible Inventory of such US Loan Party) or
(B) any Netherlands Loan Party, (ii) a Netherlands Loan Party from any other Netherlands Loan
Party, (iii) any Subsidiary of Holdings that is a Loan Party from any other Subsidiary of Holdings
that is not a Loan Party, (iv) any Subsidiary of Holdings that is not a Loan Party from any other
Subsidiary of Holdings that is not a Loan Party and (v) subject to the restrictions set forth
below, (A) any Subsidiary of Holdings that is not a Loan Party from any Loan Party and (B) any
Netherlands’ Loan Party from any US Loan Party; provided that any Indebtedness permitted
under this clause (c) of any Loan Party shall be subordinated to the Secured Obligations on terms
reasonably satisfactory to the Administrative Agent and any such loans and advances made by a Loan
Party shall be evidenced by a promissory note pledged pursuant to the US Security Agreement or, in
the case of a Netherlands Loan Party, any such loans and advances made are pledged pursuant to the
relevant Netherlands Security Agreement; provided further that the aggregate amount of
outstanding loans and advances permitted pursuant to clause (v) of this clause (c) (together with
the aggregate outstanding amount of investments permitted under Section 6.04(c)(v), the aggregate
outstanding amount of Guarantees permitted under Section 6.01(d)(v) and the aggregate Fair Market
Differential arising from transactions permitted under Section 6.05(b)(iv)) shall not exceed
$10,000,000 at any time outstanding (in each case determined without regard to any write-downs or
write-offs);




          (d) Guarantees (other than with respect to the Senior Notes Obligations) in the ordinary
course of business of Indebtedness or other obligations of (i) US Borrower or any of its
Wholly-Owned Subsidiaries that are US Loan Parties by Holdings, any other US Loan Party or any
Netherlands Loan Party, (ii) a Netherlands Loan Party by any other Netherlands Loan Party, (iii)
any Subsidiary of Holdings that is a Loan Party by any other Subsidiary of Holdings that is not a
Loan Party, (iv) any Subsidiary of Holdings that is not a Loan Party by any other Subsidiary of
Holdings that is not a Loan Party and (v) (A) any Subsidiary of Holdings that is not a Loan Party
by any Loan Party and (B) any Netherlands Loan





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Party by any US Loan Party so long as the
requirements of the second proviso of Section 6.01(c) are complied with in connection with the Guarantees described in this clause (v); provided
that (A) any Guarantees permitted under this clause (d) by any Loan Party shall be subordinated to
the Secured Obligations on terms reasonably satisfactory to the Administrative Agent to the extent
that the Indebtedness or other obligations that are Guaranteed are subordinated to the Secured
Obligations and (B) any Indebtedness so Guaranteed must be permitted by this Section 6.01;




          (e) Indebtedness of any Borrower or any Subsidiary incurred to finance the acquisition,
construction or improvement of any fixed or capital assets (whether or not constituting purchase
money Indebtedness) by such Borrower or Subsidiary, including Capital Lease Obligations and any
Indebtedness assumed by such Borrower or Subsidiary in connection with the acquisition of any such
assets by such Borrower or Subsidiary or secured by a Lien on any such assets prior to the
acquisition thereof by such Borrower or Subsidiary, and extensions, renewals and replacements of
any such Indebtedness in accordance with clause (f) hereof; provided that (i) such
Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of
such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted
by this clause (e), along with the aggregate amount of obligations of the Loan Parties and their
Subsidiaries pursuant to transactions permitted by Section 6.06(a), shall not exceed $5,000,000 at
any time outstanding;




          (f) Indebtedness which represents an extension, refinancing, or renewal of any of the
Indebtedness described in clauses (b) and (e) hereof; provided that, (i) the
principal amount (other than by an amount equal to accrued interest, premium and fees and expenses
paid in connection with such refinancing) or interest rate of such Indebtedness is not increased,
(ii) any Liens securing such Indebtedness are not extended to any additional property of any Loan
Party, (iii) no Loan Party that is not originally obligated with respect to repayment of such
Indebtedness is required to become obligated with respect thereto, (iv) such extension, refinancing
or renewal does not result in a shortening of the average weighted maturity of the Indebtedness so
extended, refinanced or renewed, (v) the terms of any such extension, refinancing, or renewal are
not less favorable to the obligor taken as a whole thereunder than the original terms of such
Indebtedness and (iv) if the Indebtedness that is refinanced, renewed, or extended was subordinated
in right of payment to the Secured Obligations or to the Liens securing the Secured Obligations,
then the terms and conditions of the refinancing, renewal, or extension Indebtedness must include
subordination terms and conditions that are at least as favorable to the Administrative Agent and
the Lenders as those that were applicable to the refinanced, renewed, or extended Indebtedness;




          (g) Indebtedness of any Loan Party or any Subsidiary owed to any person providing workers’
compensation, health, disability or other employee benefits or property, casualty or liability
insurance to such Loan Party or Subsidiary, pursuant to reimbursement or indemnification
obligations to such person, in each case incurred in the ordinary course of business;




          (h) Indebtedness of any Loan Party or any Subsidiary in respect of performance bonds, bid
bonds, appeal bonds, surety bonds, completion guarantees, warranties, indemnities and similar
obligations of such Loan Party or Subsidiary, in each case provided in the ordinary course of
business;




          (i) Indebtedness of any Person that becomes a Subsidiary after the date hereof;
provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and
is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii)
the aggregate principal amount of Indebtedness permitted by this clause (i) shall not exceed
$2,500,000 at any time outstanding;




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          (j) other unsecured Indebtedness in an aggregate principal amount not exceeding $5,000,000 at
any time outstanding owing to Persons that are not Affiliates of any Loan Party or any Subsidiary
thereof;




          (k) Indebtedness of US Borrower in respect of the Senior Notes Obligations (and any related
Guarantees by the US Loan Parties, so long as such US Loan Parties Guarantee all of the Secured
Obligations) in an aggregate principal amount not exceeding $400,000,000 (less the amount of any
principal payments made thereon from time to time) at any one time outstanding (except as expressly
permitted in this clause (k), no Loan Party or any of its Subsidiaries shall Guarantee any of the
Senior Notes Obligations), and Refinancing Senior Note Indebtedness resulting from a refinance of
such Indebtedness;




          (l) any Swap Agreements permitted under Section 6.07;




          (m) Indebtedness arising from agreements providing for customary indemnification, adjustment
of purchase price or similar obligations incurred or assumed in connection with any dispositions
permitted hereunder;




          (n) Indebtedness represented by earnout provisions in acquisition agreements in connection
with any acquisitions permitted hereunder;




          (o) Indebtedness arising from the honoring by a bank or other financial institution of a
check, draft or similar instrument (except in the case of daylight overdrafts) drawn against
insufficient funds in the ordinary course of business, provided, however, that such
Indebtedness is extinguished within five business days of incurrence;




          (p) Indebtedness incurred by any Foreign Subsidiaries that are not Subsidiary Guarantors (and
any related Guarantees by Holdings of such Indebtedness) in an aggregate principal amount not to
exceed $35,000,000 at any time outstanding;




          (q) Indebtedness of Libbey Glassware (China) Co., Ltd. or another Subsidiary organized under
the laws of the People’s Republic of China incurred after the Effective Date in an aggregate
principal amount not to exceed the equivalent of 340,000,000 China Yuan Renminbi at any time
outstanding (and any related Guarantees by Holdings of such Indebtedness), so long as all of the
proceeds of such Indebtedness are used solely by such Subsidiary to expand such Subsidiary’s
manufacturing production capabilities in China;




          (r) Indebtedness of Holdings permitted by Section 6.04(q);




          (s) loans and advances made by US Loan Parties to the Netherlands Borrower so long as (i) all
of the proceeds of such loans and advances are used substantially concurrently with the receipt
thereof by the Netherlands Borrower to repay Loans made to the Netherlands Borrower, (ii) the
aggregate outstanding amount of such loans and advances, plus the aggregate outstanding
amount of Investments described in Section 6.04(l), plus the aggregate amount of the Credit
Exposures of all Lenders to the Netherlands Borrower does not at any time (after giving effect to
the repayment set forth in clause (i) above) exceed the Libbey Europe Sublimit, and (iii)
the Borrower Representative shall give the Administrative Agent prior notice before any such loans
or advances are made;




          (t) Attributable Indebtedness related to sale and leaseback transactions permitted pursuant to
Section 6.06; and




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          (u) Indebtedness constituting loans or advances by Holdings or any Subsidiary of Holdings to
another Subsidiary of Holdings in a cashless transaction arising solely from the conversion of
equity in such Subsidiary to Indebtedness or any return of capital in the form of Indebtedness, in
each case so long as no such loans or advances are owing by (i) a US Loan Party to any Person that
is not a US
Loan Party, (ii) a Netherlands Loan Party to any Person that is not a Netherlands Loan Party
or a US Loan Party or (iii) any Subsidiary of Holdings to Holdings.



Notwithstanding the foregoing, in no event will any Loan Party, or will any Loan Party permit any
Subsidiary to, create, incur or suffer to exist any Indebtedness or other obligations (other than
the Secured Obligations) that is designated as an “ABL Loan Agreement”.




          Section 6.02 Liens. No Loan Party will, nor will it permit any Subsidiary to, create, incur, assume or permit
to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell
any income or revenues (including accounts receivable) or rights in respect of any thereof, except:




          (a) Liens created pursuant to any Loan Document securing the Secured Obligations;




          (b) Permitted Encumbrances;




          (c) any Lien on any property or asset of any Borrower or any Subsidiary existing on the date
hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply
to any other property or asset of such Borrower or Subsidiary and (ii) such Lien shall secure only
those obligations which it secures on the date hereof and extensions, renewals and replacements
thereof that do not increase the outstanding principal amount thereof;




          (d) Liens on fixed or capital assets and proceeds thereof acquired, constructed or improved by
any Borrower or any Subsidiary; provided that (i) such security interests shall only secure
Indebtedness permitted by clause (e) of Section 6.01, and (ii) such security interests and the
Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the
completion of such construction or improvement, and such security interests shall not apply to any
other property or assets of such Borrower or Subsidiary or any other Borrower or Subsidiary;




          (e) any Lien existing on any property or asset prior to the acquisition thereof by any
Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Loan
Party or Subsidiary of any Loan Party after the date hereof prior to the time such Person becomes a
Loan Party of Subsidiary; provided that (i) such Lien is not created in contemplation of or
in connection with such acquisition or such Person becoming a Loan Party or Subsidiary, as the case
may be, (ii) such Lien shall not apply to any other property or assets of the Loan Party or any
Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of
such acquisition or the date such Person becomes a Loan Party of Subsidiary, as the case may be and
extensions, renewals and replacements thereof that do not increase the outstanding principal amount
thereof;




          (f) Liens of a collecting bank arising in the ordinary course of business under Section 4-208
of the Uniform Commercial Code in effect in the relevant jurisdiction covering only the items being
collected upon;




          (g) Liens arising out of sale and leaseback transactions permitted by Section 6.06 on the
assets so sold and leased back;




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          (h) Liens granted by a Subsidiary that is not a Loan Party in favor of any Borrower or another
Loan Party in respect of Indebtedness owed by such Subsidiary;




          (i) Liens on assets of Foreign Subsidiaries (that are not Subsidiary Guarantors or Borrowers)
securing Indebtedness permitted by Section 6.01(p) and Liens on assets of Libbey Glassware
(China) Co., Ltd. or another Subsidiary organized under the laws of the People’s Republic of
China securing Indebtedness permitted by 6.01(q) hereof;




          (j) Liens on assets of Holdings and the US Borrower (and on the assets of the other US Loan
Parties, so long as such other US Loan Parties have Guaranteed all of the Secured Obligations and
have granted Liens on all of such assets to the Administrative Agent, for the benefit of the
Administrative Agent and the Lenders, to secure all of the Secured Obligations) securing the Senior
Notes Obligations permitted by Section 6.01(k), in each case to the extent such Liens are permitted
by the Intercreditor Agreement; provided that the Administrative Agent has a first priority
Lien (or second priority Lien, junior only to the Lien of the holders of such Senior Notes
Obligations, with respect to the Senior Notes Priority Collateral to the extent provided in the
Intercreditor Agreement) on such assets pursuant to the Collateral Documents (except as expressly
permitted in this clause (j), the Senior Notes Obligations shall not be secured by any Lien on any
asset of any Loan Party or any of its Subsidiaries);




          (k) Liens in favor of the PBGC so long as such Liens (i) are only on the real property and
fixtures located at 940 Ash Street, Toledo, Ohio, and 4302 Jewella, Shreveport, Louisiana, (ii)
secure only the obligations of the Loan Parties under the existing Syracuse China Company Salaried
Cash Balance Pension Plan and/or the existing Syracuse China Company Union Pension Plan, and (iii)
are junior in priority to all of the Liens securing the Secured Obligations and the Senior Notes
Obligations and are subject to a subordination agreement in form and substance acceptable to the
Agent; and




          (l) Liens securing other obligations in an aggregate principal amount outstanding at any one
time not to exceed $2,500,000.




          Section 6.03 Fundamental Changes.




          (a) No Loan Party will, nor will it permit any Subsidiary to, merge into or consolidate with
any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or
dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event
of Default shall have occurred and be continuing (i) any Subsidiary of any Borrower may merge,
consolidate, liquidate or dissolve into a Borrower in a transaction in which the Borrower is the
surviving corporation, (ii) any Loan Party (other than a Borrower) may merge, consolidate,
liquidate or dissolve into any Loan Party in a transaction in which the surviving entity is a Loan
Party and (iii) any Subsidiary that is not a Loan Party may merge, consolidate, liquidate or
dissolve into a Loan Party or another Subsidiary which is not a Loan Party or liquidate or dissolve
if the Borrower which owns such Subsidiary determines in good faith that such liquidation or
dissolution is in the best interests of such Borrower and is not materially disadvantageous to the
Lenders; provided that any such merger involving a Person that is not a Wholly-Owned
Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section
6.04.




          (b) No Loan Party will, nor will it permit any of its Subsidiaries to, engage to any material
extent in any business other than businesses of the type conducted by the Borrowers and their
Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto
and reasonable extensions thereof.




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          (c) Holdings will not engage in any business or activity other than the ownership of all the
outstanding shares of capital stock of the Borrowers, Subsidiaries of the Borrowers and activities
incidental thereto, including, without limitation, employee stock options and responsibilities of a
public company. Holdings will not own or acquire any assets (other than Equity Interests of the
Borrowers and the cash proceeds of any Restricted Payments permitted by Section 6.08 or loans
permitted by Section 6.04) or incur any liabilities (other than liabilities under the Loan
Documents and liabilities reasonably
incurred in connection with its maintenance of its existence and Guarantees and other
Indebtedness permitted under Section 6.01, including, without limitation, liabilities and liens
granted with respect to the Senior Notes Indenture and liabilities with respect to Indebtedness
permitted hereunder of Libbey Glassware (China) Co. Ltd) or another Subsidiary organized under the
laws of the People’s Republic of China.




          Section 6.04 Investments, Loans, Advances, Guarantees and Acquisitions. No Loan Party will, nor will it permit any Subsidiary to, purchase, hold or acquire
(including pursuant to any merger with any Person that was not a Loan Party and a Wholly-Owned
Subsidiary prior to such merger) any capital stock, evidences of indebtedness or other securities
(including any option, warrant or other right to acquire any of the foregoing) of, make or permit
to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any
investment or any other interest in, any other Person, or purchase or otherwise acquire (in one
transaction or a series of transactions) any assets of any other Person constituting a business
unit (whether through purchase of assets, merger or otherwise), except:




          (a) Permitted Investments which, unless held in Non-Restricted Deposit Accounts, are subject
to control agreements in favor of the Administrative Agent for the benefit of the Lenders or
otherwise subject to a perfected security interest in favor of the Administrative Agent for the
benefit of the Lenders;




          (b) investments in existence on the date of this Agreement and described in Schedule
6.04;




          (c) investments in Equity Interests of (i) the US Borrowers by Holdings, (ii) US Borrower or
any of its Wholly-Owned Subsidiaries that are US Loan Parties by US Borrower or any other US Loan
Party (provided that all of any portion of such investments may be restricted by the Administrative
Agent during a US Separate Borrowing Base Period), (iii) Netherlands Loan Parties by another
Netherland Loan Party, (iv) any Subsidiary that is not a Loan Party by any other Subsidiary that is
not a Loan Party and (v) (A) any Subsidiary of Borrower that is not a Loan Party by any Loan Party
or (B) any Netherlands Loan Party by any US Loan Party so long as the requirements of the second
proviso of Section 6.01(c) are complied with in connection with the investments described in this
clause (v), provided that any such Equity Interests held by a Loan Party shall be pledged
pursuant to the respective Security Agreement (subject to the limitations applicable to common
stock of a Foreign Subsidiary referred to in Section 5.14);




          (d) loans or advances made by Holdings or a Borrower to any Subsidiary and made by any
Subsidiary to any Borrower or any other Subsidiary to the extent expressly permitted by Section
6.01(c), (s) or (u);




          (e) Guarantees expressly permitted by Section 6.01;




          (f) loans or advances made by a Loan Party to its employees on an arms-length basis in the
ordinary course of business consistent with past practices for travel and entertainment expenses,
relocation costs and similar purposes up to a maximum of $5,000,000 in the aggregate at any one
time outstanding;




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          (g) subject to Sections 4.2(a) and 4.4 of the Security Agreement, notes payable, or stock or
other securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with
respect to settlement of such Account Debtor’s Accounts in the ordinary course of business,
consistent with past practices;




          (h) investments in the form of Swap Agreements permitted by Section 6.07;




          (i) investments of any Person existing at the time such Person becomes a Subsidiary of a
Borrower or consolidates or merges with a Borrower or any of the Subsidiaries (including in
connection with a Permitted Acquisition) so long as such investments were not made in contemplation
of such Person becoming a Subsidiary or of such consolidation or merger;




          (j) investments received in connection with the dispositions of assets permitted by Section
6.05;




          (k) Investments constituting deposits described in clauses (c) and (d) of the definition of
the term “Permitted Encumbrances;”




          (l) equity Investments made by US Loan Parties in the Netherlands Borrower (or in another
Netherlands Loan Party that is the parent company of the Netherlands Borrower, so long as such
Netherlands Loan Party immediately contributes all of the proceeds of such Investment to the
Netherlands Borrower) so long as (i) all of the proceeds of such Investments are used substantially
concurrently with the receipt thereof by the Netherlands Borrower to repay Loans made to the
Netherlands Borrower, (ii) the aggregate outstanding amount of such Investment, plus the
aggregate outstanding amount of outstanding loans and advances described in Section 6.01(s),
plus the aggregate amount of the Credit Exposures of all Lenders to the Netherlands
Borrower does not at any time (after giving effect to the repayment set forth in clause (i) above)
exceed the Libbey Europe Sublimit, and (iii) the Borrower Representative shall give the
Administrative Agent prior notice before any such Investments are made;




          (m) equity Investments by Holdings or any Subsidiary of Holdings to another Subsidiary of
Holdings in a cashless transaction arising from the conversion of Indebtedness or other advances in
such Subsidiary to equity, in each case so long as no such Investments result in payments (or any
obligations to make any payments) in cash or other amounts by (i) a US Loan Party to any Person
that is not a US Loan Party, (ii) a Netherlands Loan Party to any Person that is not a Netherlands
Loan Party or a US Loan Party or (iii) any Subsidiary of Holdings to Holdings;




          (n) loans or advances to employees of Holdings and its Subsidiaries, all of the proceeds of
which are used concurrently therewith to purchase Capital Stock issued by Holdings from Holdings;




          (o) other Investments in an aggregate amount not to exceed $2,500,000 during any fiscal year
of Holdings net of any return on such Investments received in cash by the Loan Parties;




          (p) Investments consisting of licensing of intellectual property pursuant to joint marketing
arrangements with other Persons;




          (q) loans to Holdings for the purpose of (i) funding any Restricted Payment permitted by
Section 6.08, (ii) paying any federal, state or local income Taxes to the extent that such income
Taxes are directly attributable to the income of the US Borrower and its Subsidiaries, (iii) paying
franchise Taxes and other fees to maintain its legal existence, or (iv) paying corporate overhead
expenses of Holdings including financing transactions that benefit the US Borrower and its
Subsidiaries and to pay salaries or other compensation of employees who perform services for both
Holdings and the US Borrower;




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          (r) Permitted Acquisitions; and




          (s) Investments of the US Borrower directly or indirectly through a Wholly-Owned Subsidiary of
the US Borrower arising from the conversion by the US Borrower of up to $20,000,000 of
intercompany payables owing as of the Effective Date from a Subsidiary of US Borrower
organized under the laws of the People’s Republic of China to the US Borrower into equity of such
China Subsidiary.




          Section 6.05 Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or
otherwise dispose of any asset, including any Equity Interest owned by it, nor will any Borrower
permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to
another Borrower or another Subsidiary in compliance with Section 6.04), except:




          (a) sales, transfers and dispositions of (i) inventory in the ordinary course of business and
(ii) used, obsolete, worn out or surplus equipment or property in the ordinary course of business;




          (b) sales, transfers and dispositions solely among (i) the US Borrower and any of its
Wholly-Owned Subsidiaries that are US Loan Parties (provided that all of any portion of such
investments may be restricted by the Administrative Agent during a US Separate Borrowing Base
Period), (ii) the Netherlands Borrower and any of its Wholly-Owned Subsidiaries that are
Netherlands Loan Parties, (iii) any Subsidiaries of the Borrowers that are not Loan Parties and
(iv) the Borrowers and their Subsidiaries so long as the requirements of the second proviso of
Section 6.01(c) are complied with in connection with the sales, transfers and dispositions
described in this clause (iv);




          (c) sales, transfers and dispositions of accounts receivable in connection with the
compromise, settlement or collection thereof in the ordinary course of business;




          (d) sales, transfers and dispositions of investments permitted by clause (k) of Section 6.04;




          (e) sale and leaseback transactions permitted by Section 6.06;




          (f) dispositions resulting from any casualty or other insured damage to, or any taking under
power of eminent domain or by condemnation or similar proceeding of, any property or asset of any
Borrower or any Subsidiary;




          (g) sales, transfers and other dispositions of assets (other than Equity Interests in a
Subsidiary unless all Equity Interests in such Subsidiary are sold) that are not permitted by any
other paragraph of this Section, provided that the aggregate fair market value of all
assets sold, transferred or otherwise disposed of in reliance upon this paragraph (g) shall not
exceed $4,000,000 during any fiscal year of Holdings;




          (h) the Specified Sale;




          (i) Restricted Payments permitted by Section 6.08 hereof;




          (j) non-exclusive licensing or sublicensing of Intellectual Property in the ordinary course of
business, provided, that no such license or sublicense may be granted that would reasonably
be expected to constitute an abandonment of any Loan Party’s or any Subsidiary’s trade name or
trade marks or other similar Intellectual Property if such abandonment would materially interfere
with the business of Holdings and its Subsidiaries;




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          (k) leases or subleases of property in the ordinary course of business that does not
materially interfere with the conduct of the business of Holdings or its Subsidiaries; and




          (l) the sale, transfer or other disposition of the land, building and fixtures owned by
Syracuse China Company and located at 2900 Court Street, Salina, Onondaga County, New York (the
“Syracuse Property”);




          (m) dispositions deemed to occur pursuant to Section 6.01(u), 6.04(m) and 6.04(s); and




          (n) the lease, exchange, transfer or disposition of certain real property located on the
industrial site of Leerdam, Lingedijk 8, 4142 LD, and certain other assets related thereto located
on such site, in each case owned by the Netherlands Loan Parties to the extent such lease,
exchange, transfer or other disposition is made in accordance with (and solely pursuant to) Section
5.7 of that certain Stock Purchase Agreement between BSN Glasspack N.V. and the Saxophone B.V.
(which has been subsequently merged into the Netherlands Borrower) dated as of December 31, 2002
(without giving effect to any amendments or modifications thereto).



provided that all sales, transfers, leases and other dispositions permitted by clauses (d),
(g), (h), (j), (k) and (l) shall be made for fair value and for at least 75% cash consideration.




          Section 6.06 Sale and Leaseback Transactions. No Loan Party will, nor will it permit any Subsidiary to, enter into any arrangement,
directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or
useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such
property or other property that it intends to use for substantially the same purpose or purposes as
the property sold or transferred, except,




          (a) subject to the limitations of Section 6.01(e), for any such sale of any fixed or capital
assets by any Borrower or any Subsidiary that is made for cash consideration in an amount not less
than the fair value of such fixed or capital assets and is consummated either within 90 days after
such Borrower or such Subsidiary acquires or completes the construction of such fixed or capital
assets or in connection with a disposition permitted hereunder;




          (b) for any such sale by the US Borrower of any of such Person’s fixed or capital
assets located on the following premises of such Person: 1600 Justo Penn Road, Laredo, Texas, that
is made for cash consideration in an amount not less than the fair value of such fixed or capital
assets and made on terms and conditions that are reasonably acceptable to the Administrative Agent
(as indicated by a written consent of the Administrative Agent); and




          (c) for any such sale by any Subsidiary organized under the laws of Mexico of fixed
or capital assets located on the following premises of such Person: Plant M, Jose Maria Vigil No.
400, Colonia del Norte, Monterrey, Nuevo Leon, Mexico 64500, that is made for cash consideration in
an amount not less than the fair value of such fixed or capital assets and made on terms and
conditions that are reasonably acceptable to the Administrative Agent (as indicated by a written
consent of the Administrative Agent).




          Section 6.07 Swap Agreements. No Loan Party will, nor will it permit any Subsidiary to, enter into any Swap Agreement,
except (a) Swap Agreements entered into in the ordinary course of business to hedge or mitigate
risks, including without limitation risks associated with fluctuations in values of currencies or
commodities, to which any Borrower or any Subsidiary has actual exposure (other than those in
respect of Equity Interests of any Borrower or any of its Subsidiaries), (b) Swap Agreements
entered into in the ordinary course of business in order to effectively cap, collar or




84









 







exchange
interest rates (from fixed to floating rates, from one floating rate to another floating rate or
otherwise) with respect to any interest-bearing liability or investment of any Borrower or any
Subsidiary
and (c) Swap Agreements entered into in the ordinary course of business in order to
effectively cap, collar or exchange rates with respect to the Obligations.




          Section 6.08 Restricted Payments; Certain Payments of Indebtedness.




          (a) No Loan Party will, nor will it permit any Subsidiary to, declare or make, or agree to pay
or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or
otherwise) to do so, except, individually and cumulatively, (i) each of Holdings and each Borrower
may declare and pay dividends with respect to its common stock payable solely in additional shares
of its common stock, and, with respect to its preferred stock, payable solely in additional shares
of such preferred stock or in shares of its common stock, (ii) each Subsidiary of Holdings
(including the Netherlands Borrower) may declare and pay dividends ratably with respect to their
Equity Interests, (iii) unless a Restriction Period is in existence, each Loan Party may make
Restricted Payments, not exceeding $2,000,000 in the aggregate with regard to all such Loan Parties
during any fiscal year of Holdings, pursuant to and in accordance with stock option plans or other
benefit plans for management or employees of such Loan Party and its Subsidiaries, (iv) the
Borrowers may make Restricted Payments to Holdings for purposes of paying any federal, state or
local income Taxes to the extent that such income Taxes are directly attributable to the income of
the US Borrower and its Subsidiaries, paying franchise Taxes and other fees to maintain its legal
existence, and paying corporate overhead expenses of Holdings including financing transactions that
benefit the US Borrower and its Subsidiaries and to pay salaries or other compensation of employees
who perform services for both Holdings and the US Borrower, (v) unless a Restriction Period is in
existence, the Borrowers and Holdings may make Restricted Payments from time to time in an
aggregate amount not to exceed $5,000,000 during any fiscal year of Holdings; and (vi) unless a
Restriction Period is in existence, Borrower and Holdings may make Restricted Payments from time to
time in an aggregate amount not to exceed the lesser of (x) $0.20 per outstanding share of Holdings
or (y) $4,000,000 in each fiscal year.




          (b) No Loan Party will, nor will it permit any Subsidiary to, make or agree to pay or make,
directly or indirectly, any payment or other distribution (whether in cash, securities or other
property) of or in respect of principal of or interest on any Subordinated Indebtedness, or any
payment or other distribution (whether in cash, securities or other property), including any
sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any Subordinated Indebtedness, except:




          (i) payment of regularly scheduled interest and principal payments as and when due in respect
of any Subordinated Indebtedness, other than payments in respect of the Subordinated Indebtedness
prohibited by the subordination provisions thereof; and




          (ii) refinancings of Subordinated Indebtedness to the extent permitted by Section 6.01.




          Section 6.09 Transactions with Affiliates. No Loan Party will, nor will it permit any Subsidiary to, sell, lease or otherwise transfer
any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or
otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions
that (i) are in the ordinary course of business and (ii) are at prices and on terms and conditions
not less favorable to such Loan Party or such Subsidiary than could be obtained on an arm’s-length
basis from unrelated third parties, (b) solely to the extent such transactions are expressly
permitted under this Agreement, transactions between or among any Borrower and any Subsidiary that
is a Loan Party not involving any other Affiliate, (c) any investment permitted by






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Section 6.04(b),
(c), (d), (e), (i)or (q), (d) any Indebtedness permitted under Section 6.01(b), (c), (d), (s) or
(u), (e) any Restricted Payment permitted by
Section 6.08, (f) loans or advances to employees
permitted under
Section 6.04(f) and (n), (g) the payment of reasonable fees to directors of any Borrower or
any Subsidiary who are not employees of such Borrower or Subsidiary, and compensation and employee
benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or
employees of the Borrowers or their Subsidiaries in the ordinary course of business, (h) any
issuances of securities or other payments, awards or grants in cash, securities or otherwise
pursuant to, or the funding of, employment agreements, stock options and stock ownership plans
approved by a Borrower’s board of directors, (i) transactions between or among Subsidiaries that
are not Loan Parties and (j) sales, transfers and dispositions permitted by Section 6.05(b).




          Section 6.10 Restrictive Agreements. No Loan Party will, nor will it permit any Subsidiary to, directly or indirectly, enter
into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or
imposes any condition upon (a) the ability of such Loan Party or any of its Subsidiaries to create,
incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any
Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock
or to make or repay loans or advances to any Borrower or any other Subsidiary or to Guarantee
Indebtedness of any Borrower or any other Subsidiary; provided that (i) the foregoing shall
not apply to restrictions and conditions imposed by law or by any Loan Document, (ii) the foregoing
shall not apply to restrictions and conditions existing on the date hereof identified on
Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or
modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall
not apply to customary restrictions and conditions contained in agreements relating to the sale of
a Subsidiary pending such sale, provided such restrictions and conditions apply only to the
Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the
foregoing shall not apply to restrictions or conditions imposed by any agreement relating to
secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to
the property or assets securing such Indebtedness, (v) clause (a) of the foregoing shall not apply
to customary provisions in leases and other contracts restricting the assignment thereof and (vi)
the foregoing shall not apply to any restrictions or conditions imposed by any agreement relating
to Indebtedness permitted by Section 6.01(k), or, to the extent such restrictions relate only to
Subsidiaries that are not Loan Parties, Section 6.01(p) or (q) hereof.




          Section 6.11 Amendment of Material Documents. No Loan Party will, nor will it permit any Subsidiary to, amend, modify or waive (a) any of
its rights under any agreement relating to any Subordinated Indebtedness, or (b) its certificate of
incorporation, by-laws, operating, management or partnership agreement or other organizational
documents to the extent any such amendment, modification or waiver would be materially adverse to
the Lenders




          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 Obligations or take any action to effect any of
the foregoing; provided, however, that (i) so long as no Event of Default is in
existence or would be caused thereby, the US Borrower shall be permitted to redeem or prepay the
Senior Notes Obligations solely with the cash proceeds it receives substantially concurrently with
such redemption or prepayment from a public offering of Holdings’ common stock to the extent
permitted under Section 4 of the Senior Notes Indenture with the Net Cash Proceeds (as defined in
the Senior Notes Indenture) of one or more Equity Offerings (as defined in the Senior Notes
Indenture) and (ii) the US Borrower shall be permitted to redeem or prepay the Senior Notes
Obligations so long as, both before and after giving effect to any such redemption or prepayment,
the Aggregate Availability (without giving effect to the Availability Block) exceeds $45,000,000
and no Event of Default is in existence, (b) amend, modify, waive or otherwise







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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 Indenture 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 and permitted hereunder, or (iii) would have the
sole purpose of making a covenant contained in the Senior Notes Indenture less restrictive than the
corresponding covenant contained herein (in each such case with respect to this clause (A), so long
as such amendment, modification, waiver or other change does not involve the payment of a consent
fee) or (B) is done solely to consummate a Refinancing Senior Note Indebtedness permitted by
Section 6.01(k).




          Section 6.13 Changes in Fiscal Periods. Neither Holdings nor any other Loan Party will, nor will it permit any Subsidiary to,
permit its fiscal year to end on a day other than the last calendar day of each December or change
its method of determining fiscal quarters.




ARTICLE VII




Events of Default



          If any of the following events (“Events of Default”) shall occur:




          (a) any Borrower shall fail to pay any principal of any Loan or any reimbursement obligation
in respect of any LC Disbursement when and as the same shall become due and payable, whether at the
due date thereof or at a date fixed for prepayment thereof or otherwise;




          (b) any Borrower shall fail to pay any interest on any Loan or any fee or any other amount
(other than an amount referred to in clause (a) of this Article) payable under this Agreement, when
and as the same shall become due and payable, and such failure shall continue unremedied for a
period of three Business Days;




          (c) any representation or warranty made or deemed made by or on behalf of any Loan Party or
any Subsidiary in or in connection with this Agreement or any Loan Document or any amendment or
modification thereof or waiver thereunder, or in any report, certificate, financial statement or
other document furnished pursuant to or in connection with this Agreement or any Loan Document or
any amendment or modification thereof or waiver thereunder, shall prove to have been materially
incorrect when made or deemed made;




          (d) any Loan Party shall fail to observe or perform any covenant, condition or agreement
contained in (i) Section 5.02(a), 5.03 (with respect to a Loan Party’s existence) or 5.08 or in
Article VI of this Agreement or (ii) Section 4.1(d), (e), 4.6(b) or 4.15 of the US Security
Agreement;




          (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement
contained in this Agreement or any other Loan Document (other than those which constitute a default
under another Section of this Article), and such failure shall continue unremedied for a period of
(i) 10 days after the earlier of any Loan Party’s knowledge of such breach or notice thereof from
the Administrative Agent (which notice will be given at the request of any Lender) if such breach
relates to terms or provisions of (A) Section 5.01, 5.02 (other than Section 5.02(a)), 5.06, 5.09,
5.12 or 5.17 of this Agreement or (B) Section 4.1(a) or 4.12 of the US Security Agreement or (ii)
30 days after the earlier of any Loan Party’s knowledge of such breach or notice thereof from the
Administrative Agent (which notice will be given at the request of any Lender) if such breach
relates to terms or provisions of any other Section of this Agreement or any other Loan Document;







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          (f) any Loan Party or any Subsidiary shall fail to make any payment (whether of principal or
interest and regardless of amount) in respect of any Material Indebtedness, when and as the same
shall become due and payable and such failure shall continue beyond the applicable period of grace,
if any, provided in the instrument or agreement under which such Indebtedness was created;




          (g) any payment default or other breach of an agreement (after giving effect to any express
grace periods, if any, set forth in such agreement) that results in any Material Indebtedness
becoming due prior to its scheduled maturity or that enables or permits the holder or holders of
any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material
Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance
thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to secured
Indebtedness of a Subsidiary that is not a Loan Party (and so long as such Indebtedness is not
Guaranteed by any Loan Party other than Holdings) that becomes due as a result of the voluntary
sale, transfer, or disposition of the property or assets securing such Indebtedness so long as all
of the Indebtedness owing to the holder of such Indebtedness has been paid in Full;




          (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed
seeking (i) liquidation, reorganization or other relief in respect of a Loan Party or any
Subsidiary of any Loan Party of its debts, or of a substantial part of its assets, under any
Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in
effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for any Loan Party or any Subsidiary of any Loan Party or for a substantial part
of its assets, and in any such case, such proceeding or petition shall continue undismissed for 60
days or an order or decree approving or ordering any of the foregoing shall be entered;




          (i) any Loan Party or any Subsidiary of any Loan Party shall (i) voluntarily commence any
proceeding or file any petition seeking liquidation, reorganization or other relief under any
Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in
effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner,
any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to
the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official
for such Loan Party or Subsidiary of any Loan Party or for a substantial part of its assets, (iv)
file an answer admitting the material allegations of a petition filed against it in any such
proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for
the purpose of effecting any of the foregoing;




          (j) any Loan Party or any Subsidiary of any Loan Party shall admit in writing its inability to
pay its debts as they become due;




          (k) one or more judgments for the payment of money in an aggregate amount in excess of
$5,000,000 shall be rendered against any Loan Party, any Subsidiary of any Loan Party or any
combination thereof to the extent not covered by insurance or indemnity for which the insurance
company or indemnitor has not disputed coverage and the same shall remain undischarged for a period
of 30 consecutive days during which execution shall not be effectively stayed, or any action shall
be legally taken by a judgment creditor to attach or levy upon any assets of any Loan Party or any
Subsidiary of any Loan Party with a value in excess of $5,000,000 to enforce any such judgment or
any Loan Party or any Subsidiary of any Loan Party shall fail within 30 days to discharge one or
more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not
stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings
diligently pursued;







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          (l) an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when
taken together with all other ERISA Events that have occurred, could reasonably be expected to
result in a Material Adverse Effect;




          (m) a Change in Control shall occur;




          (n) the Loan Guaranty shall fail to remain in full force or effect or any action shall be
taken by a Loan Party to discontinue or to assert the invalidity or unenforceability of the Loan
Guaranty, or any Loan Guarantor shall deny in writing that it has any further liability under the
Loan Guaranty to which it is a party, or shall give written notice to such effect
(provided, that any merger, sale, consolidation or liquidation permitted hereunder shall
not constitute an Event of Default under this paragraph (n));




          (o) any Collateral Document shall for any reason fail to create a valid and perfected first
priority security interest in any Collateral (or second priority security interest, subject in
priority only to the security interests securing the Senior Notes Obligations permitted hereunder,
with respect to the Senior Notes Priority Collateral to the extent provided in the Intercreditor
Agreement) purported to be covered thereby, except as permitted by the terms of any Collateral
Document, or any Collateral Document shall fail to remain in full force or effect or any action
shall be taken by a Loan Party to discontinue or to assert the invalidity or unenforceability of
any Collateral Document; or




          (p) any material provision of any Loan Document for any reason ceases to be valid, binding and
enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of
any Loan Document or shall assert in writing, or engage in any action or inaction based on any such
assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not
valid, binding and enforceable in accordance with its terms);



then, and in every such event (other than an event with respect to any Borrower described in clause
(h) or (i) of this Article), and at any time thereafter during the continuance of such event, the
Administrative Agent may, and at the request of the Required Lenders shall, by notice to the
Borrower Representative, take either or both of the following actions, at the same or different
times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately,
and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which
case any principal not so declared to be due and payable may thereafter be declared to be due and
payable), and thereupon the principal of the Loans so declared to be due and payable, together with
accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder,
shall become due and payable immediately, without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by the Borrowers; and in case of any event with respect to
any Borrower described in clause (h) or (i) of this Article, the Commitments shall automatically
terminate and the principal of the Loans then outstanding, together with accrued interest thereon
and all fees and other obligations of the Borrowers accrued hereunder, shall automatically become
due and payable, without presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrowers. Upon the occurrence and the continuance of an Event of Default,
the Administrative Agent may, and at the request of the Required Lenders shall, exercise any rights
and remedies provided to the Administrative Agent under the Loan Documents or at law or equity,
including all remedies provided under the UCC.







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ARTICLE VIII




The Administrative Agent



          Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent
as its agent and authorizes the Administrative Agent to take such actions on its behalf, including
execution of the other Loan Documents, and to exercise such powers as are delegated to the
Administrative Agent by the terms of the Loan Documents, together with such actions and powers as
are reasonably incidental thereto.




          The bank serving as the Administrative Agent hereunder shall have the same rights and powers
in its capacity as a Lender as any other Lender and may exercise the same as though it were not the
Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and
generally engage in any kind of business with the Loan Parties or any Subsidiary of a Loan Party or
other Affiliate thereof as if it were not the Administrative Agent hereunder.




          The Administrative Agent shall not have any duties or obligations except those expressly set
forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the
Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of
whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any
duty to take any discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is
required to exercise in writing as directed by the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances as provided in Section
9.02), and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall
not have any duty to disclose, and shall not be liable for the failure to disclose, any information
relating to any Loan Party or any of its Subsidiaries that is communicated to or obtained by the
bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative
Agent shall not be liable for any action taken or not taken by it with the consent or at the
request of the Required Lenders (or such other number or percentage of the Lenders as shall be
necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross
negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge
of any Default unless and until written notice thereof is given to the Administrative Agent by the
Borrower Representative or a Lender, and the Administrative Agent shall not be responsible for or
have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or
in connection with any Loan Document, (ii) the contents of any certificate, report or other
document delivered hereunder or in connection with any Loan Document, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set forth in any Loan
Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or
any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on
the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set
forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items
expressly required to be delivered to the Administrative Agent.




          The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for
relying upon, any notice, request, certificate, consent, statement, instrument, document or other
writing believed by it to be genuine and to have been signed or sent by the proper Person. The
Administrative Agent also may rely upon any statement made to it orally or by telephone and
believed by it to be made by the proper Person, and shall not incur any liability for relying
thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the
Borrowers), independent accountants and other experts selected by it, and shall not be liable for
any action taken or not taken by it in accordance with the advice of any such counsel, accountants
or experts.







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          The Administrative Agent may perform any and all its duties and exercise its rights and powers
by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative
Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Related Parties. The exculpatory provisions of the preceding paragraphs
shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any
such sub-agent, and shall apply to their respective activities in connection with the syndication
of the credit facilities provided for herein as well as activities as Administrative Agent.




          Subject to the appointment and acceptance of a successor Administrative Agent as provided in
this paragraph, the Administrative Agent may, upon thirty days prior notice (which notice may be
given prior to the appointment and acceptance of a successor Administrative Agent), resign at any
time effective upon the appointment of and the acceptance of such appointment by a successor
Administrative Agent by notifying the Lenders, the Issuing Bank and the Borrower Representative.
Upon any such resignation, the Required Lenders shall have the right, with the prior written
consent of the Borrowers Representative to appoint a successor (provided that no consent of
the Borrower Representative shall be unreasonably withheld or required if such successor is a
Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is
continuing). If no successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 30 days after the retiring Administrative Agent gives notice of
its resignation, then the retiring Administrative Agent may, with the written consent of the
Borrower Representative (provided that no consent of the Borrower Representative shall be
unreasonably withheld or required if such successor is a Lender, an Affiliate of a Lender, an
Approved Fund or, if an Event of Default has occurred and is continuing) on behalf of the Lenders
and the Issuing Bank, appoint a successor Administrative Agent which shall be a commercial bank or
an Affiliate of any such commercial bank. Upon the acceptance of its appointment as Administrative
Agent hereunder by a successor, such successor shall succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations hereunder. The fees
payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to
its predecessor unless otherwise agreed between the Borrowers and such successor. After the
Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall
continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their
respective Related Parties in respect of any actions taken or omitted to be taken by any of them
while it was acting as Administrative Agent.




          Each Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each
Lender also acknowledges that it will, independently and without reliance upon the Administrative
Agent or any other Lender and based on such documents and information as it shall from time to time
deem appropriate, continue to make its own decisions in taking or not taking action under or based
upon this Agreement, any other Loan Document or related agreement or any document furnished
hereunder or thereunder.




          Each Lender hereby agrees that (a) it has requested a copy of each Report prepared by or on
behalf of the Administrative Agent; (b) the Administrative Agent (i) makes no representation or
warranty, express or implied, as to the completeness or accuracy of any Report or any of the
information contained therein or any inaccuracy or omission contained in or relating to a Report
and (ii) shall not be liable for any information contained in any Report; (c) the Reports are not
comprehensive audits or examinations, and that any Person performing any field examination will
inspect only specific information regarding the Loan Parties and will rely significantly upon the
Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel and
that the Administrative Agent undertakes no obligation to update, correct or supplement the
Reports; (d) it will keep all Reports






91









 







confidential and strictly for its internal use, not share the Report with any other Person
except as otherwise permitted pursuant to this Agreement; and (e) without limiting the generality
of any other indemnification provision contained in this Agreement, it will pay and protect, and
indemnify, defend, and hold the Administrative Agent and any such other Person preparing a Report
harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other
amounts (including reasonable attorney fees) incurred by as the direct or indirect result of any
third parties who might obtain all or part of any Report through the indemnifying Lender.




          For the sake of clarity, each Lender hereby agrees with each other Lender that no Lender shall
take any action to protect or enforce its rights arising out of this Agreement or any other Loan
Document (including exercising any rights of setoff) without first obtaining the prior written
consent of Administrative Agent or Requisite Lenders, it being the intent of Lenders that any such
action to protect or enforce rights under this Agreement and the other Loan Documents shall be
taken in concert and at the direction or with the consent of Agent or Requisite Lenders.




          Each Lender hereby irrevocably appoints, designates and authorizes Administrative Agent to
enter into the Intercreditor Agreement and any subordination or intercreditor agreement pertaining
to any Subordinated Indebtedness, on its behalf and to take such action on its behalf under the
provisions of the Intercreditor Agreement any such other agreement. Each Lender further agrees to
be bound by the terms and conditions of the Intercreditor Agreement and each such other
subordination or intercreditor agreement pertaining to any Subordinated Indebtedness.




          The Documentation Agent and the Co-Syndication Agents shall not have any right, power,
obligation, liability, responsibility or duty under this Agreement other than those applicable to
all Lenders as such.




ARTICLE IX




Miscellaneous



          Section 9.01 Notices.




          (a) Except in the case of notices and other communications expressly permitted to be given by
telephone (and subject to paragraph (b) below), all notices and other communications provided for
herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by
certified or registered mail or sent by facsimile, as follows:




          (i) if to any Loan Party, to the Borrower Representative at:



Libbey Glass Inc.

300 Madison Avenue

Toledo, OH 43604

Attention: Kenneth A. Boerger

Facsimile No: 419-325-2117




          (ii) (a) in the case of the US Borrower or any US Loan Party, if to the Administrative Agent,
the Issuing Bank or the Swingline Lender, to JPMorgan Chase Bank, N.A. at:



Chase Business Credit

1300 E. Ninth Street

Cleveland, OH 44114




92









 







Attention: Mathew Brewer and Libbey Glass Account Manager

Facsimile No: 216- 781-2071





          (b) in the case of the Netherlands Borrower or any Netherlands Loan Party, if
to the Administrative Agent, the Issuing Bank or the Swingline Lender, to JPMorgan
Chase Bank, N.A. at:


J.P. Morgan Europe Limited

125 London Wall

London

EC2Y 5 AJ

Attention: Steve Clarke and Libbey Glass Account Manager

Facsimile No: 011 44 20 7777 2360




          (iii) if to any other Lender, to it at its address or facsimile number set forth in its
Administrative Questionnaire.



All such notices and other communications (i) sent by hand or overnight courier service, or mailed
by certified or registered mail, shall be deemed to have been given when received or (ii) sent by
facsimile shall be deemed to have been given when sent, provided that if not given during
normal business hours for the recipient, shall be deemed to have been given at the opening of
business on the next Business Day for the recipient.




          (b) Notices and other communications to the Lenders hereunder may be delivered or furnished by
electronic communications (including e-mail and internet or intranet websites) pursuant to
procedures approved by the Administrative Agent; provided that the foregoing shall not
apply to notices pursuant to Article II or to compliance and no Event of Default certificates
delivered pursuant to Section 5.01(d) unless otherwise agreed by the Administrative Agent and the
applicable Lender. The Administrative Agent or the Borrower Representative (on behalf of the Loan
Parties) may, in its discretion, agree to accept notices and other communications to it hereunder
by electronic communications pursuant to procedures approved by it; provided that approval
of such procedures may be limited to particular notices or communications. All such notices and
other communications (i) sent to an e-mail address shall be deemed received upon the sender’s
receipt of an acknowledgement from the intended recipient (such as by the “return receipt
requested” function, as available, return e-mail or other written acknowledgement),
provided that if not given during the normal business hours of the recipient, such notice
or communication shall be deemed to have been given at the opening of business on the next Business
Day for the recipient, and (ii) posted to an Internet or intranet website shall be deemed received
upon the deemed receipt by the intended recipient at its e-mail address as described in the
foregoing clause (b)(i) of notification that such notice or communication is available and
identifying the website address therefor.




          (c) Any party hereto may change its address or facsimile number for notices and other
communications hereunder by notice to the other parties hereto.




          Section 9.02 Waivers; Amendments.




          (a) No failure or delay by the Administrative Agent, the Issuing Bank or any Lender in
exercising any right or power hereunder or under any other Loan Document shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. The rights and remedies of the Administrative
Agent, the Issuing






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Bank and the Lenders hereunder and under any other Loan Document are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of
any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be
effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver
or consent shall be effective only in the specific instance and for the purpose for which given.
Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of
Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative
Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time.




          (b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may
be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement
or agreements in writing entered into by the Borrowers and the Required Lenders or, (ii) in the
case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by
the Administrative Agent and the Loan Party or Loan Parties that are parties thereto, with the
consent of the Required Lenders; provided that no such agreement shall (i) increase the
Commitment of any Lender without the written consent of such Lender, increase the Euro Sublimit
without the written consent of each Lender, decrease the Availability Block without the written
consent of each Lender, or increase the Revolving Netherlands Sublimit without the written consent
of the Supermajority Lenders (provided that the Administrative Agent may make Protective Advances
as set forth in Section 2.04), (ii) reduce or forgive the principal amount of any Loan or LC
Disbursement or subject to Section 2.13(d) reduce the rate of interest thereon, or reduce or
forgive any interest or fees payable hereunder, without the written consent of each Lender directly
affected thereby, (iii) postpone any scheduled date of payment of the principal amount of any Loan
or LC Disbursement, or any date for the payment of any interest, fees or other Obligations payable
hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled
date of expiration of any Commitment, without the written consent of each Lender directly affected
thereby, (iv) change Section 2.18(b) or (d) in a manner that would alter the manner in which
payments are shared, without the written consent of each Lender, (v) change any of the provisions
of this Section or the definition of “Required Lenders” or any other provision of any Loan Document
specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend
or modify any rights thereunder or make any determination or grant any consent thereunder, without
the written consent of each Lender, (vi) release any Loan Guarantor from its obligation under its
Loan Guaranty (except as otherwise permitted, including pursuant to a merger, consolidation,
disposition, liquidation or dissolution permitted herein or in the other Loan Documents), without
the written consent of each Lender, (vii) except as provided in clause (c) of this Section or in
any Collateral Document, release all or substantially all of the Collateral or subordinate any
Liens on any Collateral, without the written consent of each Lender or (viii) increase the advance
rates set forth in the definitions of US Borrowing Base and Netherlands Borrowing Base without the
written consent of each Lender or add new categories of eligible assets without the written consent
of the Supermajority Lenders; provided further that no such agreement shall amend, modify
or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the
Swingline Lender hereunder without the prior written consent of the Administrative Agent, the
Issuing Bank or the Swingline Lender, as the case may be (it being understood that any change to
Section 2.20 shall require the consent of the Administrative Agent, the Swingline Lender and the
Issuing Bank). The Administrative Agent may also amend the Commitment Schedule to reflect
Commitment reductions effected in accordance herewith and assignments entered into pursuant to
Section 9.04. Notwithstanding the foregoing (but subject to the foregoing clause (i)), any
amendment, modification or waiver (i) to Section 2.11 and (ii) to the definitions of Aggregate
Availability or the definitions used in the calculation thereof shall only require the consent of
Required Lenders, the Administrative Agent and the Borrowers.




          (c) The Lenders and any other holders of Secured Obligations hereby irrevocably authorize the
Administrative Agent, at its option and in its sole discretion, to release any Liens granted to





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the Administrative Agent by the Loan Parties on any Collateral (i) upon the termination of all
Commitments, payment and satisfaction in full in cash of all Secured Obligations (other than
Unliquidated Obligations), and the cash collateralization of all Unliquidated Obligations for which
a definite claim has been submitted to the Administrative Agent in a manner satisfactory to each
affected Lender, (ii) constituting property being sold or disposed of if the Loan Party disposing
of such property certifies to the Administrative Agent that the sale or disposition is made in
compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on
any such certificate, without further inquiry), (iii) constituting property leased to a Loan Party
under a lease which has expired or been terminated or (iv) as required to effect any sale or other
disposition of such Collateral in connection with any exercise of remedies of the Administrative
Agent and the Lenders pursuant to Article VII. Except as provided in the preceding sentence, the
Administrative Agent will not release any Liens on Collateral without the prior written
authorization of the Required Lenders; provided that, the Administrative Agent may in its
discretion, (i) release its Liens on Collateral valued in the aggregate not in excess of
$10,000,000 during any calendar year without the prior written authorization of the Required
Lenders and (ii) release any of its Liens in connection with, or subordinate any of its Liens to,
Liens permitted by Sections 6.02(d) and (e). Any such release shall not in any manner discharge,
affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or
obligations of the Loan Parties in respect of) all interests retained by the Loan Parties,
including the proceeds of any sale, all of which shall continue to constitute part of the
Collateral.




          Section 9.03 Expenses; Indemnity; Damage Waiver.




          (a) Subject to Section 9.20 the Borrowers shall pay (i) all reasonable documented
out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the
reasonable documented fees, charges and disbursements of one counsel per jurisdiction for the
Administrative Agent, in connection with the syndication and distribution (including, without
limitation, via the internet or through a service such as Intralinks) of the credit facilities
provided for herein, the preparation and administration of the Loan Documents or any amendments,
modifications or waivers of the provisions of the Loan Documents (whether or not the transactions
contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses
incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of
any Letter of Credit or any demand for payment thereunder and (iii) all reasonable, documented
out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender,
including the fees, charges and disbursements of one counsel per jurisdiction for the
Administrative Agent, the Issuing Bank and the Lenders, in connection with the enforcement,
collection or protection of its rights in connection with the Loan Documents, including its rights
under this Section, or in connection with the Loans made or Letters of Credit issued hereunder,
including all such out-of-pocket expenses incurred during any workout, restructuring or similar
negotiations in respect of such Loans or Letters of Credit. Expenses being reimbursed by the
Borrowers under this Section include, without limiting the generality of the foregoing, costs and
expenses incurred in connection with:




          (i) subject to Section 5.11, appraisals and insurance reviews;




          (ii) subject to Section 5.06, field examinations and the preparation of Reports based on the
fees charged by a third party retained by the Administrative Agent or the internally allocated fees
for each Person employed by the Administrative Agent with respect to each field examination;




          (iii) Taxes, fees and other charges for (A) lien and title searches and title insurance and
(B) recording the Mortgages, filing financing statements and continuations, and other actions to
perfect, protect, and continue the Administrative Agent’s Liens; and




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          (iv) forwarding loan proceeds, collecting checks and other items of payment, and establishing
and maintaining the accounts and lock boxes, and costs and expenses of preserving and protecting
the Collateral.



All of the foregoing costs and expenses may be charged to the Borrowers as Revolving Loans or to
another deposit account, all as described in Section 2.18(c).




          (b) The Borrowers shall, jointly and severally, indemnify the Administrative Agent, the
Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such
Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any
and all losses, claims, damages, penalties, liabilities and related expenses, including the fees,
charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any
Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of
the Loan Documents or any agreement or instrument contemplated thereby, the performance by the
parties hereto of their respective obligations thereunder or the consummation of the Transactions
or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the
proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a
Letter of Credit if the documents presented in connection with such demand do not strictly comply
with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of
Hazardous Materials on or from any property owned or operated by any Borrower or any of their
Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of their
Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any other theory and
regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall
not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties,
liabilities or related expenses are determined by a court of competent jurisdiction by final
judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or any
Related Party of such Indemnitee or such Related Party shall admit such gross negligence or willful
misconduct in writing in a judicial proceeding of a court of competent jurisdiction.




          (c) To the extent that the Borrowers fail to pay any amount required to be paid by it to the
Administrative Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this
Section, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the
Swingline Lender, as the case may be, such Lender’s Applicable Percentage (determined as of the
time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid
amount; provided that the unreimbursed expense or indemnified loss, claim, damage, penalty,
liability or related expense, as the case may be, was incurred by or asserted against the
Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such.




          (d) To the extent permitted by applicable law, no Loan Party shall assert, and each hereby
waives, any claim against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement or any agreement or instrument contemplated
hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.




          (e) All amounts due under this Section shall be payable within 10 Business Days after written
demand therefor.




          Section 9.04 Successors and Assigns.




          (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns permitted hereby (including any
Affiliate of






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the Issuing Bank that issues any Letter of Credit), except that (i) the Borrowers may not
assign or otherwise transfer any of its rights or obligations hereunder without the prior written
consent of each Lender (and any attempted assignment or transfer by the Borrowers without such
consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or
obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed
or implied, shall be construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank
that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this
Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or
claim under or by reason of this Agreement.




          (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign
to one or more assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitments, Revolving Loan Commitments and the Loans at the
time owing to it (it being understood and agreed, except as otherwise agreed by Administrative
Agent in its sole discretion, in making any assignment of a Commitment, Revolving Commitment or
outstanding Loans made to US Borrower, such Lender must make a proportional assignment of such
Lender’s Revolving Netherlands Sublimit and outstanding Loans made to Netherlands Borrower, and
vice versa)) with the prior written consent (such consent not to be unreasonably withheld) of:





          (A) the Borrower Representative, provided that no consent of the Borrower
Representative shall be required for an assignment to a Lender, an Affiliate of a Lender, an
Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee;




          (B) the Administrative Agent; and




          (C) the Issuing Bank.



          (ii) Assignments shall be subject to the following additional conditions:





          (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an
assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of
any Class, the amount of the Commitment or Loans of the assigning Lender subject to each
such assignment (determined as of the date the Assignment and Assumption with respect to
such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000
unless each of the Borrower Representative and the Administrative Agent otherwise consent,
provided that no such consent of the Borrower Representative shall be required if an
Event of Default has occurred and is continuing;




          (B) each partial assignment shall be made as an assignment of a proportionate part of
all the assigning Lender’s rights and obligations under this Agreement;




          (C) the parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500
(provided that such fee shall not be charged is such assignment is between an assignor and
assignee that are Affiliates of each other); and




          (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative
Agent an Administrative Questionnaire in which the assignee designates one or more Credit
Contacts to whom all syndicate-level information (which may contain material non-public
information about the Loan Parties and their Related Parties or their respective securities)



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will be made available and who may receive such information in accordance with the
assignee’s compliance procedures and applicable laws, including Federal and state securities
laws.




          (E) in no event shall any such assignments be for an amount of less than 50,000 Euros
(or the equivalent thereof in any other currency) of the Revolving Exposures.



          For the purposes of this Section 9.04(b), the term “Approved Fund” has the following
meaning:




          “Approved Fund” means any Person (other than a natural person) that is engaged in
making, purchasing, holding or investing in bank loans and similar extensions of credit in the
ordinary course of its business and that is administered or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a
Lender.




          (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this
Section, from and after the effective date specified in each Assignment and Assumption the assignee
thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment
and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption,
be released from its obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of
Sections 2.15, 2.16, 2.17 and 9.03). Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this Section 9.04 shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with paragraph (c) of this Section.




          (iv) The Administrative Agent, acting for this purpose as an agent of the Borrowers, shall
maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a
register for the recordation of the names and addresses of the Lenders, and the Commitment of, and
principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms
hereof from time to time (the “Register”). The entries in the Register shall be
conclusive, and the Borrowers, the Administrative Agent, the Issuing Bank and the Lenders may treat
each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register
shall be available for inspection by the Borrowers, the Issuing Bank and any Lender, at any
reasonable time and from time to time upon reasonable prior notice.




          (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning
Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee
shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph
(b) of this Section and any written consent to such assignment required by paragraph (b) of this
Section, the Administrative Agent shall accept such Assignment and Assumption and record the
information contained therein in the Register; provided that if either the assigning Lender
or the assignee shall have failed to make any payment required to be made by it pursuant to Section
2.05, 2.06(d) or (e), 2.07(b), 2.18(d) or 9.03(c), the Administrative Agent shall have no
obligation to accept such Assignment and Assumption and record the information therein in the
Register unless and until such payment shall have been made in full, together with all accrued
interest thereon. No assignment shall be effective for purposes of this Agreement unless it has
been recorded in the Register as provided in this paragraph.




          (c) Any Lender may, without the consent of the Borrowers, the Administrative Agent, the
Issuing Bank or the Swingline Lender, sell participations to one or more banks or other entities (a






98









 







“Participant”) in all or a portion of such Lender’s rights and obligations under this
Agreement (including all or a portion of its Commitment and the Loans owing to it);
provided that (A) such Lender’s obligations under this Agreement shall remain unchanged,
(B) such Lender shall remain solely responsible to the other parties hereto for the performance of
such obligations and (C) the Borrowers, the Administrative Agent, the Issuing Bank and the other
Lenders shall continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to
which a Lender sells such a participation shall provide that such Lender shall retain the sole
right to enforce this Agreement and to approve any amendment, modification or waiver of any
provision of this Agreement; provided that such agreement or instrument may provide that
such Lender will not, without the consent of the Participant, agree to any amendment, modification
or waiver described in the first proviso to Section 9.02(b) that directly affects such Participant.
Subject to paragraph (c)(ii) of this Section, the Borrowers agree that each Participant shall be
entitled to the benefits of Sections 2.15, 2.16 and 2.17 to the same extent as if it were a Lender
and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the
extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as
though it were a Lender, provided such Participant agrees to be subject to Section 2.18(c) as
though it were a Lender.




               A Participant shall not be entitled to receive any greater payment under Section 2.15, 2.16 or
2.17 than the applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to such Participant is
made with the Borrower Representative’s prior written consent. A Participant that would be a
Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.17 unless the
Borrower Representative is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrowers, to comply with Section 2.17(d) as though it
were a Lender.



          (d) Any Lender may at any time pledge or assign a security interest in all or any portion of
its rights under this Agreement to secure obligations of such Lender, including without limitation
any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall
not apply to any such pledge or assignment of a security interest; provided that no such
pledge or assignment of a security interest shall release a Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.




          Section 9.05 Survival. All covenants, agreements, representations and
warranties made by the Loan Parties in the Loan Documents and in the certificates or other
instruments delivered in connection with or pursuant to this Agreement or any other Loan Document
shall be considered to have been relied upon by the other parties hereto and shall survive the
execution and delivery of the Loan Documents and the making of any Loans and issuance of any
Letters of Credit, regardless of any investigation made by any such other party or on its behalf
and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had
notice or knowledge of any Default or incorrect representation or warranty at the time any credit
is extended hereunder, and shall continue in full force and effect as long as the principal of or
any accrued interest on any Loan or any fee or any other amount payable under this Agreement or any
other Loan Document is outstanding and unpaid or any Letter of Credit is outstanding and so long as
the Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and
9.03 and Article VIII shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or
termination of the Letters of Credit and the Commitments or the termination of this Agreement or
any provision hereof.




          Section 9.06 Counterparts; Integration; Effectiveness. This Agreement and any
other Loan Document may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when taken together
shall






99









 







constitute a single contract. This Agreement, the other Loan Documents and any separate
letter agreements with respect to fees payable to the Administrative Agent constitute the entire
contract among the parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter hereof. This
Agreement shall become effective when it shall have been executed by the Administrative Agent and
when the Administrative Agent shall have received counterparts hereof which, when taken together,
bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and assigns. Delivery
of an executed counterpart of a signature page of any Loan Document by facsimile shall be effective
as delivery of a manually executed counterpart of such Loan Document.




          Section 9.07 Severability. Any provision of any Loan Document held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity, illegality or unenforceability without affecting the
validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a
particular provision in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.




          Section 9.08 Right of Setoff. If an Event of Default shall have occurred and
be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from
time to time, to the fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final, but excluding deposits held in trust
accounts) at any time held and other obligations at any time owing by such Lender or Affiliate to
or for the credit or the account of any Borrower or any Loan Guarantor pledging Collateral as
security for the Secured Obligations of such Borrower against any of and all the Secured
Obligations arising in respect of such Borrower held by such Lender, irrespective of whether or not
such Lender shall have made any demand under the Loan Documents and although such obligations may
be unmatured. The applicable Lender shall notify the Borrower Representative and the
Administrative Agent of such set-off or application, provided that any failure to give or
any delay in giving such notice shall not affect the validity of any such set-off or application
under this Section. The rights of each Lender under this Section are in addition to other rights
and remedies (including other rights of setoff) which such Lender may have.




          Section 9.09 Governing Law; Jurisdiction; Consent to Service of Process.




          (a) The Loan Documents (other than those containing a contrary express choice of law
provision) shall be governed by and construed in accordance with the laws of the State of New York,
but giving effect to federal laws applicable to national banks.




          If a Netherlands Loan Party is represented by a Person acting under a power of attorney in
connection with the signing and/or execution of this Agreement or any other deed, agreement or
document referred to in this Agreement or made pursuant to this Agreement, it is hereby expressly
acknowledged and accepted by the other parties that the existence and extent of such Person’s
authority under such power of attorney and the effects of the such Person’s exercise or purported
exercise of such Person’s authority shall be governed by the laws of the Netherlands.




          (b) Each Loan Party hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any U.S. Federal or New York State court sitting in
New York, New York in any action or proceeding arising out of or relating to any Loan Documents, or
for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or proceeding may be heard
and determined in such New York State or, to the extent permitted by law, in such Federal court.
Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may






100









 







be enforced in other jurisdictions by suit on the judgment or in any other manner provided by
law. Nothing in this Agreement or any other Loan Document shall affect any right that the
Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or
proceeding relating to this Agreement or any other Loan Document against any Loan Party or its
properties in the courts of any jurisdiction.




          (c) Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it
may legally and effectively do so, any objection which it may now or hereafter have to the laying
of venue of any suit, action or proceeding arising out of or relating to this Agreement or any
other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties
hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such court.




          (d) Each party to this Agreement irrevocably consents, to the fullest extent it may legally
and effectively do so, to service of process in the manner provided for notices in Section 9.01.
Nothing in this Agreement or any other Loan Document will affect the right of any party to this
Agreement to serve process in any other manner permitted by law.




          Section 9.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION.




          Section 9.11 Headings. Article and Section headings and the Table of Contents
used herein are for convenience of reference only, are not part of this Agreement and shall not
affect the construction of, or be taken into consideration in interpreting, this Agreement.




          Section 9.12 Confidentiality. Each of the Administrative Agent, the Issuing
Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (a) to its and its Affiliates’ directors, officers,
employees and agents, including accountants, legal counsel and other advisors (it being understood
that the Persons to whom such disclosure is made will be informed of the confidential nature of
such Information and instructed to keep such Information confidential), (b) to the extent requested
by any regulatory authority, (c) to the extent required by Requirement of Laws or by any subpoena
or similar legal process, (d) to any other party to this Agreement, (e) to the extent necessary in
connection with the exercise of any remedies hereunder or any suit, action or proceeding relating
to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder,
(f) subject to an agreement containing provisions substantially the same as those of this Section,
to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of
its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or
its advisors) to any swap or derivative transaction relating to the Loan Parties and their
obligations, (g) with the consent of the Borrower Representative or (h) to the extent such
Information (i) becomes publicly available other than as a result of a breach of this Section or
(ii) becomes available to the Administrative Agent, the Issuing Bank or any Lender on a
non-confidential






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basis other than through a breach of this Section from a source other than the Borrowers. For
the purposes of this Section, “Information” means all information received from the
Borrowers relating to the Borrowers or their business, other than any such information that is
available to the Administrative Agent, the Issuing Bank or any Lender on a non-confidential basis
prior to disclosure by the Borrowers. Any Person required to maintain the confidentiality of
Information as provided in this Section shall be considered to have complied with its obligation to
do so if such Person has exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.




          EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12 FURNISHED TO IT PURSUANT
TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING HOLDINGS AND ITS
AFFILIATES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS
DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT
WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE
LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.




          ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWERS OR
THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE
SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT HOLDINGS, THE
LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER
REPRESENTS TO THE BORROWERS AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS
ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL
NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW, INCLUDING
FEDERAL AND STATE SECURITIES LAWS.




          Section 9.13 Several Obligations; Nonreliance; Violation of Law. The
respective obligations of the Lenders hereunder are several and not joint and the failure of any
Lender to make any Loan or perform any of its obligations hereunder shall not relieve any other
Lender from any of its obligations hereunder. Each Lender hereby represents that it is not relying
on or looking to any margin stock for the repayment of the Borrowings provided for herein.
Anything contained in this Agreement to the contrary notwithstanding, neither the Issuing Bank nor
any Lender shall be obligated to extend credit to the Borrowers in violation of any Requirement of
Law.




          Section 9.14 USA PATRIOT Act. Each Lender that is subject to the requirements
of the Act hereby notifies the Borrowers that pursuant to the requirements of the Act, it is
required to obtain, verify and record information that identifies the Borrowers, which information
includes the names and addresses of the Borrowers and other information that will allow such Lender
to identify the Borrowers in accordance with the Act.




          Section 9.15 Disclosure. Each Loan Party and each Lender hereby acknowledges
and agrees that the Administrative Agent and/or its Affiliates from time to time may hold
investments in, make other loans to or have other relationships with any of the Loan Parties and
their respective Affiliates.







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          Section 9.16 Appointment for Perfection. Each Lender hereby appoints the
Administrative Agent and each other Lender as its agent for the purpose of perfecting Liens, for
the benefit of the Administrative Agent and the Lenders, in assets which, in accordance with
Article 9 of the UCC or any other applicable law can be perfected only by possession. Should any
Lender (other than the Administrative Agent) obtain possession of any such Collateral, such Lender
shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s
request therefor shall deliver such Collateral to the Administrative Agent or otherwise deal with
such Collateral in accordance with the Administrative Agent’s instructions.




          Section 9.17 Interest Rate Limitation. Notwithstanding anything herein to the
contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges
and other amounts which are treated as interest on such Loan under applicable law (collectively the
“Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be
contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance
with applicable law, the rate of interest payable in respect of such Loan hereunder, together with
all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent
lawful, the interest and Charges that would have been payable in respect of such Loan but were not
payable as a result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other Loans or periods shall be increased (but not
above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the
Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.




          Section 9.18 Judgment Currency.




          (a) If for the purpose of obtaining judgment in any court it is necessary to convert a sum due
hereunder in one currency into another currency, the parties hereto agree, to the fullest extent
that they may effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Administrative Agent could purchase the first
currency with such other currency in the city in which it normally conducts its foreign exchange
operation for the first currency on the Business Day preceding the day on which final judgment is
given.




          (b) The obligation of each Loan Party in respect of any sum due from it to any Lender, the
Administrative Agent or the Issuing Bank hereunder shall, notwithstanding any judgment in a
currency (the “Judgment Currency”) other than that in which such sum is denominated in
accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be
discharged only to the extent that on the Business Day following receipt by such Lender,
Administrative Agent or Issuing Bank of any sum adjudged to be so due in the Judgment Currency such
Lender, Administrative Agent or Issuing Bank may in accordance with normal banking procedures
purchase the Agreement Currency with the Judgment Currency; if the amount of Agreement Currency so
purchased is less than the sum originally due to such Lender, Administrative Agent or Issuing Bank
in the Agreement Currency, such Loan Party agrees notwithstanding any such judgment to indemnify
such Lender, Administrative Agent or Issuing Bank against such loss, and if the amount of the
Agreement Currency so purchased exceeds the sum originally due to any Lender, Administrative Agent
or Issuing Bank, such Lender, Administrative Agent or Issuing Bank agrees to remit to such Loan
Party such excess.




          Section 9.19 Netherlands Parallel Debt.




          Each of the parties hereto agrees to and acknowledges the provisions set forth in clause 4
(Parallel Debt) of the Netherlands Security Agreements.







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          Section 9.20 Several Liability of Netherlands Loan Parties. Notwithstanding
anything herein or in the other Loan Documents to the contrary, the parties hereto acknowledge and
agree that the Netherlands Loan Parties shall not be liable for any Obligations other than those
arising out of or relating to Loans made to the Netherlands Borrower.




          Section 9.21 Euro Loans.




          If by reason of internal policies, legal requirements and limitations or lack of ready access
to certain currencies, certain Lenders may not be able to make and maintain Commitments to or make
Loans to certain of the Borrowers or make Loans in Euros to certain of the Borrowers, Chase may
agree to assume such Commitments or make such Loans in place of such Lenders. If Chase agrees to
make such Commitments, it shall agree with each such Lender that it will make or maintain one or
more Commitments in the place of such Lender and shall record its agreement with respect thereto in
the Register and such Lender shall thereby be released from such Commitment or shall not be
required to make or maintain such Loans and such Commitment shall thereafter be included within
Chase’s Commitment for all purposes hereunder.




          Section 9.22 Euro Loans.




          Any security (whether in rem, contractual or otherwise) granted by the Netherlands Loan
Parties pursuant to or in connection with any Collateral Document governed by Netherlands law is
intended to secure the Netherlands Secured Obligations, as amended, novated, supplemented, extended
or restated from time to time (including by way of an increase of the credit made available under
the relevant Loan Document or the accession or exit of a party to that document), and (ii)
references in any such Collateral Document governed by Netherlands law to “Netherlands Secured
Obligations” (or similar wording) or, if the definition of “Netherlands Secured Obligations”
includes the words “Parallel Debt” (or similar wording), to “Corresponding Obligations” (or
similar wording) should therefore be construed to include any obligations as amended, novated,
supplemented, extended or restated from time to time as described above.




          Section 9.23 Effect of Amendment and Restatement; No Novation.




          Upon the execution and delivery of this Agreement, the liabilities of each Loan Party
previously governed by the Original Credit Agreement shall continue in full force and effect, but
shall now be governed by the terms and conditions set forth in this Agreement. Such liabilities,
together with any and all additional liabilities incurred by the Loan Parties hereunder or under
any of the other Loan Documents shall continue to be secured by the assets of the Loan Parties as
set forth herein and in the Loan Documents. The execution and delivery of this Agreement shall not
constitute a novation or repayment of the “Obligations” outstanding under the Original Credit
Agreement.




ARTICLE X




Loan Guaranty



          Section 10.01 Guaranty.




          (a) Each US Loan Guarantor hereby agrees that it is jointly and severally liable for, and, as
primary obligor and not merely as surety, absolutely and unconditionally guarantees to the Lenders
the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all
times thereafter, of the US Secured Obligations and all reasonable, documented out-of-pocket costs
and expenses including, without limitation, all court costs and attorneys’ and paralegals’ fees
(including






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allocated costs of in-house counsel and paralegals) and expenses paid or incurred by the
Administrative Agent, the Issuing Bank and the Lenders in endeavoring to collect all or any part of
the US Secured Obligations from, or in prosecuting any action against, the US Borrower, any US Loan
Guarantor or any other guarantor of all or any part of the US Secured Obligations (such costs and
expenses, together with the US Secured Obligations, collectively the “US Guaranteed
Obligations”). Each US Loan Guarantor further agrees that the US Guaranteed Obligations may be
extended or renewed in whole or in part without notice to or further assent from it, and that it
remains bound upon its guarantee notwithstanding any such extension or renewal. All terms of this
Loan Guaranty apply to and may be enforced by or on behalf of any domestic or foreign branch or
Affiliate of any Lender that extended any portion of the US Guaranteed Obligations.




          (b) Each Loan Guarantor hereby agrees that it is jointly and severally liable for, and, as
primary obligor and not merely as surety, absolutely and unconditionally guarantees to the Lenders
the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all
times thereafter, of the Netherlands Secured Obligations and all reasonable, documented
out-of-pocket costs and expenses including, without limitation, all court costs and attorneys’ and
paralegals’ fees (including allocated costs of in-house counsel and paralegals) and expenses paid
or incurred by the Administrative Agent and the Lenders in endeavoring to collect all or any part
of the Netherlands Secured Obligations from, or in prosecuting any action against, any Borrower,
any Loan Guarantor or any other guarantor of all or any part of the Netherlands Secured Obligations
(such costs and expenses, together with the Netherlands Secured Obligations, collectively the
“Netherlands Guaranteed Obligations” and together with the US Guaranteed Obligations, the
“Guaranteed Obligations”). Each Loan Guarantor further agrees that the Netherlands
Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further
assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or
renewal. All terms of this Loan Guaranty apply to and may be enforced by or on behalf of any
domestic or foreign branch or Affiliate of any Lender that extended any portion of the Netherlands
Guaranteed Obligations.




          Section 10.02 Guaranty of Payment. This Loan Guaranty is a guaranty of
payment and not of collection. Each Loan Guarantor waives any right to require the Administrative
Agent, the Issuing Bank or any Lender to sue any Borrower, any Loan Guarantor, any other guarantor,
or any other person obligated for all or any part of the Guaranteed Obligations (each, an
“Obligated Party”), or otherwise to enforce its payment against any collateral securing all
or any part of the Guaranteed Obligations.




          Section 10.03 No Discharge or Diminishment of Loan Guaranty.




          (a) Except as otherwise provided for herein, the obligations of each Loan Guarantor hereunder
are unconditional and absolute and not subject to any reduction, limitation, impairment or
termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed
Obligations), including: (i) any claim of waiver, release, extension, renewal, settlement,
surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or
otherwise; (ii) any change in the corporate existence, structure or ownership of any Borrower or
any other guarantor of or other person liable for any of the Guaranteed Obligations; (iii) any
insolvency, bankruptcy, reorganization or other similar proceeding affecting any Obligated Party,
or their assets or any resulting release or discharge of any obligation of any Obligated Party; or
(iv) the existence of any claim, setoff or other rights which any Loan Guarantor may have at any
time against any Obligated Party, the Administrative Agent, the Issuing Bank, any Lender, or any
other person, whether in connection herewith or in any unrelated transactions.




          (b) The obligations of each Loan Guarantor hereunder are not subject to any defense or setoff,
counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or






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unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of
applicable law or regulation purporting to prohibit payment by any Obligated Party, of the
Guaranteed Obligations or any part thereof.




          (c) Further, the obligations of any Loan Guarantor hereunder are not discharged or impaired or
otherwise affected by: (i) the failure of the Administrative Agent, the Issuing Bank or any Lender
to assert any claim or demand or to enforce any remedy with respect to all or any part of the
Guaranteed Obligations; (ii) any waiver or modification of or supplement to any provision of any
agreement relating to the Guaranteed Obligations; (iii) any release, non-perfection, or invalidity
of any indirect or direct security for the obligations of any Borrower for all or any part of the
Guaranteed Obligations or any obligations of any other guarantor of or other person liable for any
of the Guaranteed Obligations; (iv) any action or failure to act by the Administrative Agent, the
Issuing Bank or any Lender with respect to any collateral securing any part of the Guaranteed
Obligations; or (v) any default, failure or delay, willful or otherwise, in the payment or
performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay
that might in any manner or to any extent vary the risk of such Loan Guarantor or that would
otherwise operate as a discharge of any Loan Guarantor as a matter of law or equity (other than the
indefeasible payment in full in cash of the Guaranteed Obligations).




          Section 10.04 Defenses Waived. To the fullest extent permitted by applicable
law, each Loan Guarantor hereby waives any defense based on or arising out of any defense of any
Borrower or any Loan Guarantor or the unenforceability of all or any part of the Guaranteed
Obligations from any cause, or the cessation from any cause of the liability of any Borrower or any
Loan Guarantor, other than the payment in full in cash of the Guaranteed Obligations other than any
Unliquidated Obligations for which no definite claim has been submitted. Without limiting the
generality of the foregoing, each Loan Guarantor irrevocably waives acceptance hereof, presentment,
demand, protest and, to the fullest extent permitted by law, any notice not provided for herein, as
well as any requirement that at any time any action be taken by any person against any Obligated
Party, or any other person. Each Loan Guarantor confirms that it shall not raise any surety law as
a defense (if applicable) to its obligations hereunder. The Administrative Agent may, at its
election, foreclose on any Collateral held by it by one or more judicial or nonjudicial sales,
accept an assignment of any such Collateral in lieu of foreclosure or otherwise act or fail to act
with respect to any collateral securing all or a part of the Guaranteed Obligations, compromise or
adjust any part of the Guaranteed Obligations, make any other accommodation with any Obligated
Party or exercise any other right or remedy available to it against any Obligated Party, without
affecting or impairing in any way the liability of such Loan Guarantor under this Loan Guaranty
except to the extent the Guaranteed Obligations have been fully and indefeasibly paid in cash. To
the fullest extent permitted by applicable law, each Loan Guarantor waives any defense arising out
of any such election even though that election may operate, pursuant to applicable law, to impair
or extinguish any right of reimbursement or subrogation or other right or remedy of any Loan
Guarantor against any Obligated Party or any security.




          Section 10.05 Rights of Subrogation. No Loan Guarantor will assert any right,
claim or cause of action, including, without limitation, a claim of subrogation, contribution or
indemnification that it has against any Obligated Party, or any collateral, until the Loan Parties
and the Loan Guarantors have fully performed all their obligations to the Administrative Agent, the
Issuing Bank and the Lenders.




          Section 10.06 Reinstatement; Stay of Acceleration. If at any time any payment
of any portion of the Guaranteed Obligations is rescinded or must otherwise be restored or returned
upon the insolvency, bankruptcy, or reorganization of any Borrower or otherwise, each Loan
Guarantor’s obligations under this Loan Guaranty (if any) with respect to that payment shall be
reinstated at such time as though the payment had not been made and whether or not the
Administrative Agent, the Issuing Bank and the Lenders are in possession of this Loan Guaranty. If
acceleration of the time for payment of any of the Guaranteed Obligations is stayed upon the
insolvency, bankruptcy or reorganization of any Borrower, all






106









 







such amounts otherwise subject to acceleration under the terms of any agreement relating to
the Guaranteed Obligations shall nonetheless be payable by the Loan Guarantors to the extent such
Loan Guarantor has guaranteed such Guaranteed Obligation forthwith on demand by the Lender.




          Section 10.07 Information. Each Loan Guarantor assumes all responsibility for
being and keeping itself informed of the Borrowers’ financial condition and assets, and of all
other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the
nature, scope and extent of the risks that each Loan Guarantor assumes and incurs under this Loan
Guaranty, and agrees that neither the Administrative Agent, the Issuing Bank nor any Lender shall
have any duty to advise any Loan Guarantor of information known to it regarding those circumstances
or risks.




          Section 10.08 Termination. The Lenders may continue to make loans or extend
credit to the Borrowers based on this Loan Guaranty until five days after it receives written
notice of termination from any Loan Guarantor. Notwithstanding receipt of any such notice, each
Loan Guarantor will continue to be liable to the Lenders for any Guaranteed Obligations which such
Loan Guarantor has guaranteed, created, assumed or committed to prior to the fifth day after
receipt of the notice, and all subsequent renewals, extensions, modifications and amendments with
respect to, or substitutions for, all or any part of that Guaranteed Obligations which such Loan
Guarantor has guaranteed.




          Section 10.09 Taxes. All payments of the Guaranteed Obligations will be made
by each Loan Guarantor free and clear of and without deduction for any Indemnified Taxes or Other
Taxes; provided that if any Loan Guarantor shall be required to deduct any Indemnified
Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary
so that after making all required deductions (including deductions applicable to additional sums
payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be)
receives an amount equal to the sum it would have received had such payment been made by the
applicable Borrower in accordance with the terms of this Agreement, (ii) such Loan Guarantor shall
make such deductions and (iii) such Loan Guarantor shall pay the full amount deducted to the
relevant Governmental Authority in accordance with applicable law.




          Section 10.10 Maximum Liability. The provisions of this Loan Guaranty are
severable, and in any action or proceeding involving any state corporate law, or any state, federal
or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors
generally, if the obligations of any Loan Guarantor under this Loan Guaranty would otherwise be
held or determined to be avoidable, invalid or unenforceable on account of the amount of such Loan
Guarantor’s liability under this Loan Guaranty, then, notwithstanding any other provision of this
Loan Guaranty to the contrary, the amount of such liability shall, without any further action by
the Loan Guarantors or the Lenders, be automatically limited and reduced to the highest amount that
is valid and enforceable as determined in such action or proceeding (such highest amount determined
hereunder being the relevant Loan Guarantor’s “Maximum Liability”). This Section with
respect to the Maximum Liability of each Loan Guarantor is intended solely to preserve the rights
of the Lenders to the maximum extent not subject to avoidance under applicable law, and no Loan
Guarantor nor any other person or entity shall have any right or claim under this Section with
respect to such Maximum Liability, except to the extent necessary so that the obligations of any
Loan Guarantor hereunder shall not be rendered voidable under applicable law. Each Loan Guarantor
agrees that the Guaranteed Obligations guaranteed by such Loan Guarantor may at any time and from
time to time exceed the Maximum Liability of each Loan Guarantor without impairing this Loan
Guaranty or affecting the rights and remedies of the Lenders hereunder, provided that,
nothing in this sentence shall be construed to increase any Loan Guarantor’s obligations hereunder
beyond its Maximum Liability.



          Section 10.11 Contribution.



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          (a) In the event any US Loan Guarantor (a “US Paying Guarantor”) shall make any
payment or payments under this Loan Guaranty in respect of the US Guaranteed Obligations or shall
suffer any loss as a result of any realization upon any collateral granted by it to secure its
obligations under this Loan Guaranty in respect of the US Guaranteed Obligations, each other US
Loan Guarantor (each a “US Non-Paying Guarantor”) shall contribute to such US Paying
Guarantor an amount equal to such US Non-Paying Guarantor’s “US Applicable Percentage” of such
payment or payments made, or losses suffered, by such US Paying Guarantor. For purposes of this
Article X, each US Non-Paying Guarantor’s “US Applicable Percentage” with respect to any
such payment or loss by a US Paying Guarantor shall be determined as of the date on which such
payment or loss was made by reference to the ratio of (i) such US Non-Paying Guarantor’s Maximum
Liability as of such date in respect of the US Guaranteed Obligations (without giving effect to any
right to receive, or obligation to make, any contribution hereunder) or, if such US Non-Paying
Guarantor’s Maximum Liability in respect of the US Guaranteed Obligations has not been determined,
the aggregate amount of all monies received by such US Non-Paying Guarantor from the US Borrower
after the date hereof (whether by loan, capital infusion or by other means) to (ii) the aggregate
Maximum Liability of all US Loan Guarantors hereunder in respect of the US Guaranteed Obligations
(including such US Paying Guarantor) as of such date (without giving effect to any right to
receive, or obligation to make, any contribution hereunder), or to the extent that a Maximum
Liability has not been determined for any US Loan Guarantor in respect of the US Guaranteed
Obligations, the aggregate amount of all monies received by such US Loan Guarantors from the US
Borrower after the date hereof (whether by loan, capital infusion or by other means). Nothing in
this provision shall affect any US Loan Guarantor’s several liability for the entire amount of the
US Guaranteed Obligations (up to such Loan Guarantor’s Maximum Liability in respect of the US
Guaranteed Obligations).




          (b) In the event any Loan Guarantor (a “Paying Guarantor”) shall make any payment or
payments under this Loan Guaranty in respect of the Netherlands Guaranteed Obligations or shall
suffer any loss as a result of any realization upon any collateral granted by it to secure its
obligations under this Loan Guaranty in respect of the Netherlands Guaranteed Obligations, each
other Loan Guarantor (each a “Non-Paying Guarantor”) shall contribute to such Paying
Guarantor an amount equal to such Non-Paying Guarantor’s “Applicable Percentage” of such payment or
payments made, or losses suffered, by such Paying Guarantor. For purposes of this Article X, each
Non-Paying Guarantor’s “Applicable Percentage” with respect to any such payment or loss by
a Paying Guarantor shall be determined as of the date on which such payment or loss was made by
reference to the ratio of (i) such Non-Paying Guarantor’s Maximum Liability as of such date in
respect of the Netherlands Guaranteed Obligations (without giving effect to any right to receive,
or obligation to make, any contribution hereunder) or, if such Non-Paying Guarantor’s Maximum
Liability in respect of the Netherlands Guaranteed Obligations has not been determined, the
aggregate amount of all monies received by such Non-Paying Guarantor from the Borrowers after the
date hereof (whether by loan, capital infusion or by other means) to (ii) the aggregate Maximum
Liability of all Loan Guarantors hereunder in respect of the Netherlands Guaranteed Obligations
(including such Paying Guarantor) as of such date (without giving effect to any right to receive,
or obligation to make, any contribution hereunder), or to the extent that a Maximum Liability in
respect of the Netherlands Guaranteed Obligations has not been determined for any Loan Guarantor,
the aggregate amount of all monies received by such Loan Guarantors from the Borrowers after the
date hereof (whether by loan, capital infusion or by other means). Nothing in this provision shall
affect any Loan Guarantor’s several liability for the entire amount of the Netherlands Guaranteed
Obligations (up to such Loan Guarantor’s Maximum Liability in respect of the Netherlands Guaranteed
Obligations).




          (c) Each of the Loan Guarantors covenants and agrees that its right to receive any
contribution under this Loan Guaranty from a US Paying Guarantor or Non-Paying Guarantor shall be
subordinate and junior in right of payment to the payment in full in cash of the Guaranteed
Obligations. This provision is for the benefit of both the Administrative Agent, the Issuing Bank,
the Lenders and the






108









 







Loan Guarantors and may be enforced by any one, or more, or all of them in accordance with the
terms hereof.




          Section 10.12 Liability Cumulative. The liability of each Loan Party as a
Loan Guarantor under this Article X is in addition to and shall be cumulative with all liabilities
of each Loan Party to the Administrative Agent, the Issuing Bank and the Lenders under this
Agreement and the other Loan Documents to which such Loan Party is a party without any limitation
as to amount, unless the instrument or agreement evidencing or creating such other liability
specifically provides to the contrary.




          Section 10.13 Effect of Netherlands Civil Code. Notwithstanding the foregoing
provisions of this Section 10, no Loan Party residing or incorporated in The Netherlands shall, or
shall be deemed to, guarantee any Obligations or otherwise bind itself (whether by indemnification
or otherwise) to the extent that if included, such act would constitute unlawful financial
assistance within the meaning of Article 98c or 207c of Book 2 of the Netherlands Civil Code.




ARTICLE XI




The Borrower Representative



          Section 11.01 Appointment; Nature of Relationship. Libbey Glass Inc. is
hereby appointed by each of the Borrowers as its contractual representative (herein referred to as
the “Borrower Representative”) hereunder and under each other Loan Document, and each of
the Borrowers irrevocably authorizes the Borrower Representative to act as the contractual
representative of such Borrower with the rights and duties expressly set forth herein and in the
other Loan Documents. The Borrower Representative agrees to act as such contractual representative
upon the express conditions contained in this Article XI. The Administrative Agent and the
Lenders, and their respective officers, directors, agents or employees, shall not be liable to the
Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower
Representative or the Borrowers pursuant to this Section 11.01.




          Section 11.02 Powers. The Borrower Representative shall have and may exercise
such powers under the Loan Documents as are specifically delegated to the Borrower Representative
by the terms of each thereof, together with such powers as are reasonably incidental thereto. The
Borrower Representative shall have no implied duties to the Borrowers, or any obligation to the
Lenders to take any action thereunder except any action specifically provided by the Loan Documents
to be taken by the Borrower Representative.




          Section 11.03 Employment of Agents. The Borrower Representative may execute
any of its duties as the Borrower Representative hereunder and under any other Loan Document by or
through authorized officers.




          Section 11.04 Notices. Each Borrower shall immediately notify the Borrower
Representative of the occurrence of any Default or Unmatured Default hereunder referring to this
Agreement describing such Default or Unmatured Default and stating that such notice is a “notice of
default.” In the event that the Borrower Representative receives such a notice, the Borrower
Representative shall give prompt notice thereof to the Administrative Agent and the Lenders. Any
notice provided to the Borrower Representative hereunder shall constitute notice to each Borrower
on the date received by the Borrower Representative.




          Section 11.05 Successor Borrower Representative. Upon the prior written
consent of the Administrative Agent, the Borrower Representative may resign at any time, such
resignation to be






109









 







effective upon the appointment of a successor Borrower Representative. The Administrative
Agent shall give prompt written notice of such resignation to the Lenders.




          Section 11.06 Execution of Loan Documents; Borrowing Base Certificate. The
Borrowers hereby empower and authorize the Borrower Representative, on behalf of the Borrowers, to
execute and deliver to the Administrative Agent and the Lenders the Loan Documents and all related
agreements, certificates, documents, or instruments as shall be necessary or appropriate to effect
the purposes of the Loan Documents, including without limitation, the Aggregate Borrowing Base
Certificate and the Borrowing Base Certificate of each Borrower and the Compliance Certificates.
Each Borrower agrees that any action taken by the Borrower Representative or the Borrowers in
accordance with the terms of this Agreement or the other Loan Documents, and the exercise by the
Borrower Representative of its powers set forth therein or herein, together with such other powers
that are reasonably incidental thereto, shall be binding upon all of the Borrowers.




          Section 11.07 Reporting. Each Borrower hereby agrees that such Borrower shall
furnish promptly after each fiscal month to the Borrower Representative a copy of its Borrowing
Base Certificate and any other certificate or report required hereunder or requested by the
Borrower Representative on which the Borrower Representative shall rely to prepare the Aggregate
Borrowing Base Certificate and the Borrowing Base Certificate of each Borrower and Compliance
Certificates required pursuant to the provisions of this Agreement.




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




	 	 	 	 	 
	 	BORROWERS:



LIBBEY GLASS INC.

 	 
	 	By:  	/s/ Susan Allene Kovach
 	 
	 	 	Name:  	Susan Allene Kovach 	 
	 	 	Title:  	Vice President, General Counsel & Secretary 	 
	 
	 	LIBBEY EUROPE B.V.

 	 
	 	By:  	/s/ Susan Allene Kovach
 	 
	 	 	Name:  	Susan Allene Kovach 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	OTHER LOAN PARTIES:



LIBBEY INC.

 	 
	 	By:  	/s/ Susan Allene Kovach
 	 
	 	 	Name:  	Susan Allene Kovach 	 
	 	 	Title:  	Vice President, General Counsel & Secretary 	 
	 
	 	LGA3 CORP.

 	 
	 	By:  	/s/ Susan Allene Kovach
 	 
	 	 	Name:  	Susan Allene Kovach 	 
	 	 	Title:  	Vice President, General Counsel & Secretary 	 
	 
	 	THE DRUMMOND GLASS COMPANY

 	 
	 	By:  	/s/ Susan Allene Kovach
 	 
	 	 	Name:  	Susan Allene Kovach 	 
	 	 	Title:  	Vice President, General Counsel & Secretary 	 



Signature Page to the Amended and Restated Credit Agreement





 









 





	 	 	 	 	 
	 	LGA4 CORP.

 	 
	 	By:  	/s/ Susan Allene Kovach
 	 
	 	 	Name:  	Susan Allene Kovach 	 
	 	 	Title:  	Vice President, General Counsel & Secretary 	 
	 
	 	SYRACUSE CHINA COMPANY

 	 
	 	By:  	/s/ Susan Allene Kovach
 	 
	 	 	Name:  	Susan Allene Kovach 	 
	 	 	Title:  	Vice President, General Counsel & Secretary 	 
	 
	 	LGFS INC.

 	 
	 	By:  	/s/ Susan Allene Kovach
 	 
	 	 	Name:  	Susan Allene Kovach 	 
	 	 	Title:  	Vice President, General Counsel & Secretary 	 
	 
	 	WORLD TABLEWARE INC.

 	 
	 	By:  	/s/ Susan Allene Kovach
 	 
	 	 	Name:  	Susan Allene Kovach 	 
	 	 	Title:  	Vice President, General Counsel & Secretary 	 
	 
	 	TRAEX COMPANY

 	 
	 	By:  	/s/ Susan Allene Kovach
 	 
	 	 	Name:  	Susan Allene Kovach 	 
	 	 	Title:  	Vice President, General Counsel & Secretary 	 
	 
	 	LGC CORP.

 	 
	 	By:  	/s/ Susan Allene Kovach
 	 
	 	 	Name:  	Susan Allene Kovach 	 
	 	 	Title:  	Vice President, General Counsel & Secretary 	 



Signature Page to the Amended and Restated Credit Agreement




 









 











	 	 	 	 	 
	 	LGAC LLC

 	 
	 	By:  	/s/ Susan Allene Kovach
 	 
	 	 	Name:  	Susan Allene Kovach 	 
	 	 	Title:  	Vice President, General Counsel & Secretary 	 
	 
	 	LIBBEY.COM LLC

 	 
	 	By:  	/s/ Susan Allene Kovach
 	 
	 	 	Name:  	Susan Allene Kovach 	 
	 	 	Title:  	Vice President, General Counsel & Secretary 	 



Signature Page to the Amended and Restated Credit Agreement




 









 











	 	 	 	 	 
	 	LIBBEY INTERNATIONAL C.V.

 	 
	 	By:  	/s/ Susan Allene Kovach
 	 
	 	 	Name:  	Susan Allene Kovach 	 
	 	 	Title:  	Attorney In Fact 	 
	 
	 	B.V. KONINKLIJKE NEDERLANDSE GLASFABRIEK LEERDAM

 	 
	 	By:  	/s/ Susan Allene Kovach
 	 
	 	 	Name:  	Susan Allene Kovach 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	LIBBEY EUROPE FINANCE COMPANY B.V.

 	 
	 	By:  	/s/ Susan Allene Kovach
 	 
	 	 	Name:  	Susan Allene Kovach 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	LIBBEY MEXICO HOLDINGS B.V.

 	 
	 	By:  	/s/ Susan Allene Kovach
 	 
	 	 	Name:  	Susan Allene Kovach 	 
	 	 	Title:  	Authorized Signatory 	 



Signature Page to the Amended and Restated Credit Agreement



 









 











	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., individually, as

Administrative Agent, Issuing Bank and Swingline

Lender with respect to the US Loans

 	 
	 	By:  	/s/ Matthew A. Brewer
 	 
	 	 	Name:  	Matthew A. Brewer 	 
	 	 	Title:  	Vice President 	 
	 
	 	J.P. MORGAN EUROPE LIMITED., individually, as

Administrative Agent, Issuing Bank and Swingline

Lender with respect to the Netherlands Loans

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



Signature Page to the Amended and Restated Credit Agreement



 









 











	 	 	 	 	 
	 	BANK OF AMERICA, N.A.,

as a Lender

 	 
	 	By:  	/s/ Marina Kheylik
 	 
	 	 	Name:  	Marina Kheylik 	 
	 	 	Title:  	AVP, AB Portfolio Specialist 	 



Signature Page to the Amended and Restated Credit Agreement



 









 











	 	 	 	 	 
	 	BARCLAYS BANK PLC,

as a Lender

 	 
	 	By:  	/s/ Craig Malloy
 	 
	 	 	Name:  	Craig Malloy 	 
	 	 	Title:  	Director 	 


Signature Page to the Amended and Restated Credit Agreement



 









 











	 	 	 	 	 
	 	WACHOVIA CAPITAL FINANCE CORPORATION
(NEW ENGLAND), as a Lender

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



Signature Page to the Amended and Restated Credit Agreement



 









 











	 	 	 	 	 
	 	FIFTH THIRD BANK,

as a Lender

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



Signature Page to the Amended and Restated Credit Agreement



 











 





Commitment Schedule




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Revolving	 
	Lender	 	Commitment	 	 	Netherlands Sublimit	 
	JPMorgan Chase Bank, N.A.
	 	US$	27,500,000.00	 	 	US$	5,000,000.00	 
	Bank of America, N.A.
	 	US$	23,750,000.00	 	 	US$	4,318,181.82	 
	Barclays Bank PLC
	 	US$	20,000,000.00	 	 	US$	3,636,363.64	 
	Wachovia Capital Finance
Corporation (New England)
	 	US$	23,750,000.00	 	 	US$	4,318,181.82	 
	Fifth Third Bank
	 	US$	15,000,000.00	 	 	US$	2,727,272.72	 
	 
	 	 	 	 	 	 
	Total
	 	US$	110,000,000.00	 	 	US$	20,000,000.00	 
	 
	 	 	 	 	 	 










 









 








Schedule 3.05

Properties




I. Owned and Leased Real Property




	 	 	 	 	 
	Loan Party	 	Addresses of Owned Properties	 	Non-Mortgaged Property
	Libbey Glass Inc.

	 	940 Ash Street

Toledo, OH 43611
	 	No
	Libbey Glass Inc.

	 	1600 Justo Penn Road

Laredo, TX 78041
	 	Yes
	Libbey Glass Inc.

	 	4302 Jewella Road

Shreveport, LA 71109
	 	No
	Syracuse China Company

	 	2900 Court Street

Syracuse, NY 13208
	 	Yes
	Traex Company

	 	101 Traex Plaza

Dane, WI 53529
	 	No
	B.V. Koninklijke
Nederlandsche
Glasfabriek Leerdam

	 	Lingedijk 8, 4142 LD

Leerdam, the Netherlands
	 	No






	 	 	 
	Loan Party	 	Addresses of Leased Properties
	Libbey Glass Inc.

	 	300 Madison Avenue

Toledo, OH 43604
	Libbey Glass Inc.

	 	1401 Champlain Street

Toledo, OH 43604
	Libbey Glass Inc.

	 	335 N. St. Clair 

Toledo, OH 43604
	Libbey Glass Inc.

	 	7401 Fremont Pike

Perrysburg, OH 43551
	Libbey Glass Inc.

	 	5001 Greenwood Road

Shreveport, LA 71009
	Libbev Glass Inc.

	 	41 Madison Avenue. 9th Floor

New York, NY 10010
	Libbey Glass Inc.

	 	8900 San Mateo Drive

Laredo, TX 78042
	Libbey Glass Inc.

	 	2709 S.E. “I” Street

Bentonville, AR
	The Drummond Glass Company

	 	205 S. Erie Street

Toledo, OH 43602
	World Tableware Inc.

	 	1850 Blackhawk Dr.

W. Chicago, IL 60185
	B.V. Koninklijke Nederlandsche

Glasfabriek Leerdam

	 	Lingedijk 8, 4142 LD Leerdam

The Netherlands
	B.V. KoninkIrke
Nederlandsche
Glasfabriek Leerdarn

	 	Franklinweg 6, 4207HZ Gorinehem

The Netherlands






 









 






II. Intellectual Property




A. Trademarks and Trademark Applications




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Trademarks, Trade Names and Service Marks	 	Registration 
Number	 	Status	 	Date of 
Registration	 	ExpDate	 	Country
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Loan Party: Libbey Glass Inc.
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	VIVA GRANDE

	 	 	1564590	 	 	REGISTERED
	 	11/7/89
	 	11/7/09
	 	USA
	DURATUFF

	 	 	1131831	 	 	REGISTERED
	 	3/11/80
	 	3/11/10
	 	USA
	SAFEDGE

	 	 	522529	 	 	REGISTERED
	 	3/21/50
	 	3/21/10
	 	USA
	PRISM (GLASSWARE)

	 	 	2,330,497	 	 	REGISTERED
	 	3/21/00
	 	3/21/10
	 	USA
	GIBRALTAR (DINNERWARE)

	 	 	2,355,388	 	 	REGISTERED
	 	6/6/00
	 	6/6/10
	 	USA
	FACETS

	 	 	2,443,873	 	 	REGISTERED
	 	4/17/01
	 	4/17/11
	 	USA
	CHIVALRY

	 	 	1173311	 	 	REGISTERED
	 	10/13/81
	 	10/13/11
	 	USA
	EMBASSY

	 	 	1178202	 	 	REGISTERED
	 	11/17/81
	 	11/17/11
	 	USA
	FINEDGE

	 	 	1193209	 	 	REGISTERED
	 	4/6/82
	 	4/6/12
	 	USA
	NOB HILL

	 	 	2663144	 	 	REGISTERED
	 	12/17/02
	 	12/17/12
	 	USA
	CATALINA

	 	 	2669061	 	 	REGISTERED
	 	12/31/02
	 	12/31/12
	 	USA
	QUANTUM (FLATWARE)

	 	 	2669104	 	 	REGISTERED
	 	12/31/02
	 	12/31/12
	 	USA
	GIBRALTAR

	 	 	1224292	 	 	REGISTERED
	 	1/18/83
	 	1/18/13
	 	USA
	GOVERNOR CLINTON

	 	 	2704223	 	 	REGISTERED
	 	4/8/03
	 	4/8/13
	 	USA
	GIBRALTAR (FLATWARE)

	 	 	2709190	 	 	REGISTERED
	 	4/22/03
	 	4/22/13
	 	USA
	BOLLA GRANDE

	 	 	1248379	 	 	REGISTERED
	 	8/16/83
	 	8/16/13
	 	USA
	RESTAURANT BASICS (GLASSWARE)

	 	 	2,764,560	 	 	REGISTERED
	 	9/16/03
	 	9/16/13
	 	USA
	RESTAURANT SUPPLIES TO GO

	 	 	3,687,479	 	 	REGISTERED
	 	 	 	9/22/13
	 	USA
	OMEGA

	 	 	2809251	 	 	REGISTERED
	 	1/27/04
	 	1/27/14
	 	USA
	VENUS

	 	 	2815596	 	 	REGISTERED
	 	2/17/04
	 	2/17/14
	 	USA
	CLUBHOUSE COLLECTION

	 	 	2859370	 	 	REGISTERED
	 	7/6/04
	 	7/6/14
	 	USA
	MARGARINI

	 	 	2875403	 	 	REGISTERED
	 	8/17/04
	 	8/17/14
	 	USA
	BRAVURA

	 	 	2884004	 	 	REGISTERED
	 	9/14/04
	 	9/14/14
	 	USA
	TIKIWARE

	 	 	2889973	 	 	REGISTERED
	 	9/28/04
	 	9/28/14
	 	USA
	SATIN GIBRALTAR

	 	 	3,069,269	 	 	REGISTERED
	 	3/14/06
	 	3/14/16
	 	USA
	POLYTUFF

	 	 	3,077,591	 	 	REGISTERED
	 	4/4/06
	 	4/4/16
	 	USA
	DAKOTA

	 	 	2,025,945	 	 	REGISTERED
	 	12/24/96
	 	12/24/16
	 	USA
	STATUS

	 	 	2,044,121	 	 	REGISTERED
	 	3/11/97
	 	3/11/17
	 	USA
	LIBBEY

	 	 	834728	 	 	REGISTERED
	 	9/5/67
	 	9/5/17
	 	USA
	L IN CIRCLE

	 	 	651483	 	 	REGISTERED
	 	9/10/97
	 	9/10/17
	 	USA
	SHEER RIM AND DESIGN

	 	 	849814	 	 	REGISTERED
	 	5/28/68
	 	5/28/18
	 	USA
	FIESTA GRANDE

	 	 	1093807	 	 	REGISTERED
	 	6/20/78
	 	6/20/18
	 	USA
	LIBBEY.COM

	 	 	2,286,310	 	 	REGISTERED
	 	10/12/99
	 	10/12/19
	 	USA
	GIBRALTAR (DINNERWARE)

	 	 	2355388	 	 	REGISTERED
	 	6/16/00
	 	6/6/10
	 	USA
	WINE MASTER

	 	 	78/805067	 	 	APPLN FILED
	 	 	 	 	 	USA
	LIBBEY

	 	 	B64/2502	 	 	REGISTERED
	 	5/14/65
	 	7/20/04
	 	SOAF






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	Registration	 	 	 	Date of	 	 	 	 
	Trademarks, Trade Names and Service Marks	 	Number	 	Status	 	Registration	 	ExpDate	 	Country
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	LIBBEY

	 	 	265556	 	 	REGISTERED
	 	3/23/90
	 	3/22/15
	 	COLO
	LIBBEY

	 	 	51.646	 	 	REGISTERED
	 	7/20/66
	 	7/20/06
	 	VENZ
	LIBBEY

	 	 	51.649	 	 	REGISTERED
	 	7/21/66
	 	7/21/06
	 	VENZ
	SAFEDGE

	 	 	355788	 	 	REGISTERED
	 	11/18/33
	 	5/12/19
	 	CAND
	LIBBEY

	 	 	57625	 	 	REGISTERED
	 	4/15/99
	 	5/31/09
	 	GUAT
	SAFEDGE

	 	 	5724	 	 	REGISTERED
	 	9/22/67
	 	9/22/09
	 	BERM
	SAFEDGE

	 	 	B4443	 	 	REGISTERED
	 	3/7/69
	 	10/5/09
	 	TRIN
	L IN CIRCLE

	 	 	30287	 	 	REGISTERED
	 	9/9/91
	 	11/22/09
	 	CYPR
	LIBBEY

	 	 	30286	 	 	REGISTERED
	 	11/22/88
	 	11/22/09
	 	CYPR
	L IN CIRCLE

	 	 	47020	 	 	REGISTERED
	 	11/23/89
	 	11/23/09
	 	PHIL
	LIBBEY

	 	 	1718720	 	 	REGISTERED
	 	12/19/89
	 	12/19/09
	 	FRAN
	LIBBEY

	 	 	00926016	 	 	REGISTERED
	 	4/19/01
	 	4/15/20
	 	TAIW
	LIBBEY

	 	 	00889777	 	 	REGISTERED
	 	4/15/01
	 	4/15/20
	 	TAIW
	L IN CIRCLE

	 	 	1077	 	 	REGISTERED
	 	11/9/70
	 	11/9/10
	 	VENZ
	LIBBEY

	 	 	42/1119	 	 	REGISTERED
	 	11/28/00
	 	11/28/10
	 	SOAF
	LIBBEY

	 	 	00017334	 	 	REGISTERED
	 	10/21/03
	 	11/30/10
	 	MASA
	LIBBEY

	 	 	21048	 	 	REGISTERED
	 	1/12/01
	 	1/11/11	 	 
	LIBBEY

	 	 	D00-200101404-1405	 	 	REGISTERED
	 	12/8/05
	 	1/25/11
	 	INDN
	LIBBEY

	 	TM148315
	 	REGISTERED
	 	12/7/00
	 	2/5/11
	 	THAI
	LIBBEY

	 	 	64.468-F	 	 	REGISTERED
	 	4/13/71
	 	4/13/11
	 	VENZ
	LIBBEY

	 	 	 	 	 	REGISTERED
	 	9/2/02
	 	4/14/11
	 	UAE
	LIBBEY

	 	 	669/74	 	 	REGISTERED
	 	9/26/03
	 	9/26/11
	 	SAUD
	LIBBEY

	 	 	54663	 	 	REGISTERED
	 	11/27/91
	 	11/27/11
	 	PANA
	LIBBEY

	 	 	533/91	 	 	REGISTERED
	 	9/10/92
	 	1/25/12
	 	HOKO
	LIBBEY

	 	 	8800324	 	 	REGISTERED
	 	3/4/02
	 	1/31/12
	 	SWED
	LIBBEY

	 	 	78996	 	 	REGISTERED
	 	12/20/93
	 	2/13/12
	 	ISRA
	LIBBEY

	 	 	864/1972	 	 	REGISTERED
	 	3/17/72
	 	3/17/12
	 	DENM
	LIBBEY

	 	 	21/267	 	 	REGISTERED
	 	3/21/91
	 	3/21/12
	 	JAMA
	SAFEDGE

	 	 	 	 	 	REGISTERED
	 	5/8/02
	 	5/8/12
	 	NETH
	LIBBEY

	 	 	 	 	 	REGISTERED
	 	5/8/02
	 	5/8/12
	 	NETH
	LIBBEY

	 	 	2000/17374	 	 	REGISTERED
	 	5/18/02
	 	5/18/12
	 	TURK
	LIBBEY

	 	 	223024	 	 	REGISTERED
	 	2/10/03
	 	2/24/13
	 	CHIL
	LIBBEY

	 	 	223025	 	 	REGISTERED
	 	2/24/03
	 	2/24/13
	 	CHIL
	LIBBEY GLASS INC.

	 	 	970100060	 	 	REGISTERED
	 	4/21/03
	 	4/20/13
	 	CHIN
	LIBBEY

	 	 	 	 	 	REGISTERED
	 	2/23/66
	 	7/21/13
	 	ZEAL
	LIBBEY

	 	 	15467/1992	 	 	REGISTERED
	 	12/12/03
	 	9/13/13
	 	SOKO
	LIBBEY

	 	 	816624984	 	 	REGISTERED
	 	11/3/93
	 	11/3/13
	 	BRAZ
	LIBBEY

	 	 	00012-99	 	 	REGISTERED
	 	5/16/99
	 	7/9/14
	 	ECUD
	LIBBEY

	 	 	4355	 	 	REGISTERED
	 	4/10/95
	 	10/21/14
	 	MEXO
	LIBBEY

	 	 	2000352	 	 	REGISTERED
	 	10/24/04
	 	11/1/14
	 	BRIT
	LIBBEY

	 	 	12657	 	 	REGISTERED
	 	3/20/95
	 	1/20/15
	 	PERU
	LIBBEY

	 	 	209.444	 	 	REGISTERED
	 	3/4/85
	 	3/4/15
	 	SWIT
	LIBBEY

	 	 	123463	 	 	REGISTERED
	 	5/16/92
	 	3/17/15
	 	GREC
	LIBBEY

	 	 	452.599	 	 	REGISTERED
	 	5/13/95
	 	5/13/15
	 	SPAN






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	Registration	 	 	 	Date of	 	 	 	 
	Trademarks, Trade Names and Service Marks	 	Number	 	Status	 	Registration	 	ExpDate	 	Country
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	LIBBEY

	 	 	91,278	 	 	REGISTERED
	 	5/15/95
	 	5/15/15
	 	CORI
	LIBBEY

	 	 	41243	 	 	REGISTERED
	 	10/31/72
	 	7/5/15
	 	BENL
	LIBBEY

	 	 	721511-1995	 	 	REGISTERED
	 	7/26/05
	 	7/6/15
	 	JAPN
	LIBBEY

	 	 	14226	 	 	REGISTERED
	 	7/22/65
	 	7/22/15
	 	DORE
	HT IN A STAR

	 	 	754652	 	 	REGISTERED
	 	8/6/85
	 	8/6/15
	 	FRAN
	SAFEDGE

	 	 	754651	 	 	REGISTERED
	 	8/6/85
	 	8/6/15
	 	FRAN
	LIBBEY

	 	 	139852	 	 	REGISTERED
	 	11/8/95
	 	9/5/15
	 	FINL
	SAFEDGE

	 	 	726902-1995	 	 	REGISTERED
	 	7/26/05
	 	10/25/15
	 	JAPN
	SAFEDGE

	 	 	37210	 	 	REGISTERED
	 	11/12/85
	 	11/12/15
	 	PANA
	LIBBEY

	 	 	59110	 	 	REGISTERED
	 	10/3/85
	 	11/16/15
	 	CHIL
	LIBBEY

	 	 	182.345	 	 	REGISTERED
	 	1/25/96
	 	11/21/15
	 	PARA
	LIBBEY

	 	 	E-53725/05	 	 	REGISTERED
	 	12/13/90
	 	2/14/16
	 	ELSA
	LIBBEY

	 	 	T17735	 	 	REGISTERED
	 	3/8/08
	 	4/3/16
	 	INDA
	E-SERIES

	 	 	1109930	 	 	REGISTERED
	 	8/21/06
	 	4/24/16
	 	AUST
	E-COLLECTION

	 	 	2006/18823	 	 	REGISTERED
	 	7/31/07
	 	4/26/16
	 	TURK
	E-SERIES

	 	 	2006/18824	 	 	APPLN FILED
	 	4/26/06
	 	4/26/16
	 	TURK
	SAFEDGE

	 	 	162126	 	 	REGISTERED
	 	7/21/56
	 	7/21/16
	 	SWIT
	LIBBEY

	 	 	960817	 	 	REGISTERED
	 	3/14/97
	 	3/13/17
	 	CHIN
	LIBBEY

	 	 	14041	 	 	REGISTERED
	 	4/12/67
	 	4/12/17
	 	HOND
	REGISTERED

	 	LIBBEY
	 	REGISTERED
	 	1/2/86
	 	5/7/17
	 	LGI
	SAFEDGE

	 	 	67/3844	 	 	REGISTERED
	 	5/5/97
	 	9/5/17
	 	SOAF
	SAFEDGE

	 	 	852,076	 	 	REGISTERED
	 	11/21/68
	 	9/6/17
	 	GERM
	HT IN A STAR

	 	 	240955	 	 	REGISTERED
	 	12/6/02
	 	12/6/17
	 	CAND
	LIBBEY

	 	 	168164	 	 	REGISTERED
	 	7/14/06
	 	12/18/17
	 	PAKI
	LIBBEY

	 	 	548984	 	 	REGISTERED
	 	11/10/92
	 	1/16/18
	 	AUST
	LIBBEY

	 	 	S/871/91	 	 	REGISTERED
	 	2/14/98
	 	2/14/18
	 	SING
	L IN CIRCLE

	 	 	1450534	 	 	REGISTERED
	 	5/29/69
	 	2/18/18
	 	FRAN
	L IN CIRCLE

	 	 	110378	 	 	REGISTERED
	 	5/30/03
	 	5/30/18
	 	CAND
	LIBBEY

	 	 	00930398	 	 	REGISTERED
	 	4/19/01
	 	9/30/18
	 	TAIW
	LIBBEY

	 	 	00819919	 	 	REGISTERED
	 	4/19/01
	 	9/30/18
	 	TAIW
	L IN CIRCLE

	 	 	1234565	 	 	REGISTERED
	 	12/28/98
	 	12/27/18
	 	CHIN
	LIBBEY

	 	 	593616	 	 	REGISTERED
	 	5/12/89
	 	5/12/19
	 	CAND
	SAFEDGE

	 	 	593615	 	 	REGISTERED
	 	6/9/89
	 	5/12/19
	 	CAND
	E-SERIES

	 	 	5317087	 	 	REGISTERED
	 	7/14/09
	 	7/14/19
	 	CHIN
	LIBBEY

	 	 	32830	 	 	REGISTERED
	 	 	 	1/22/22
	 	BERM
	LIBBEY

	 	 	 	 	 	APPLN FILED
	 	 	 	 	 	GUYA
	LIBBEY

	 	 	 	 	 	APPLN FILED
	 	 	 	 	 	SURI
	LIBBEY IN CHINESE

	 	 	970100060	 	 	APPLN FILED
	 	 	 	 	 	CHIN
	LIBBEY

	 	 	 	 	 	APPLN FILED
	 	12/7/00
	 	 	 	EGYP
	LIBBEY

	 	 	6768	 	 	REGISTERED
	 	 	 	 	 	VIR
	QUANTUM (DINNERWARE)

	 	 	76/395103	 	 	REGISTERED
	 	1/21/03
	 	1/21/13
	 	USA
	PRISM (DINNERWARE)

	 	 	76/376778	 	 	REGISTERED
	 	7/15/03
	 	7/15/13
	 	USA
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Loan Party: Syracuse China Company
	 	 	 	 	 	 	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	Registration	 	 	 	Date of	 	 	 	 
	Trademarks, Trade Names and Service Marks	 	Number	 	Status	 	Registration	 	ExpDate	 	Country
	BROOKLINE

	 	 	1,472,331	 	 	REGISTERED
	 	1/12/88
	 	1/12/08
	 	USA
	PALOMINO

	 	 	1,175,252	 	 	REGISTERED
	 	10/27/81
	 	10/27/11
	 	USA
	SHENANGO

	 	 	555,636	 	 	REGISTERED
	 	 	 	3/4/12
	 	USA
	CAFÉ ROYAL

	 	 	2669056	 	 	REGISTERED
	 	12/31/02
	 	12/31/12
	 	USA
	QUADRA

	 	 	2669057	 	 	REGISTERED
	 	12/31/02
	 	12/31/12
	 	USA
	COOL ‘N ARTS

	 	 	2678676	 	 	REGISTERED
	 	1/21/03
	 	1/21/13
	 	USA
	EMINENCE

	 	 	2698247	 	 	REGISTERED
	 	3/18/03
	 	3/18/13
	 	USA
	CHABLIS (CHINA DINNERWARE)

	 	 	2775359	 	 	REGISTERED
	 	10/21/03
	 	10/21/13
	 	USA
	TUXEDO GOLD

	 	 	761,336	 	 	REGISTERED
	 	 	 	12/10/13
	 	USA
	REPETITION

	 	 	2826508	 	 	REGISTERED
	 	3/23/04
	 	3/23/14
	 	USA
	CASABLANCA

	 	 	1,292,327	 	 	REGISTERED
	 	8/28/84
	 	8/28/14
	 	USA
	CANTINA (FLATWARE)

	 	 	2881267	 	 	REGISTERED
	 	9/7/04
	 	9/7/14
	 	USA
	CINNAMON

	 	 	1,336,722	 	 	REGISTERED
	 	5/21/85
	 	5/21/15
	 	USA
	SYRACUSE

	 	 	104,744	 	 	REGISTERED
	 	10/10/95
	 	6/15/15
	 	USA
	SERRANO

	 	 	2982235	 	 	REGISTERED
	 	8/2/05
	 	8/2/15
	 	USA
	SYRALITE

	 	 	798,393	 	 	REGISTERED
	 	3/2/06
	 	11/2/15
	 	USA
	KING’S INN

	 	 	1,026,786	 	 	REGISTERED
	 	12/9/75
	 	12/9/15
	 	USA
	OCTET

	 	 	5662978	 	 	REGISTERED
	 	2/28/06
	 	2/28/16
	 	USA
	PATRICIAN

	 	 	1,394,111	 	 	REGISTERED
	 	5/20/86
	 	5/20/16
	 	USA
	OYSTER BAY

	 	 	1,394,908	 	 	REGISTERED
	 	5/27/86
	 	5/27/16
	 	USA
	ARDEN

	 	 	1,395,741	 	 	REGISTERED
	 	6/3/86
	 	6/3/16
	 	USA
	MONTLYNN

	 	 	1,395,740	 	 	REGISTERED
	 	6/3/86
	 	6/3/16
	 	USA
	OAKTON

	 	 	1,395,739	 	 	REGISTERED
	 	6/3/86
	 	6/3/16
	 	USA
	MESA GRANDE

	 	 	1,055,595	 	 	REGISTERED
	 	 	 	1/4/17
	 	USA
	CANTINA

	 	 	2,137,547	 	 	REGISTERED
	 	2/17/98
	 	2/17/18
	 	USA
	SLENDA

	 	 	3393376	 	 	REGISTERED
	 	3/4/08
	 	3/4/18
	 	USA
	TANGULAR

	 	 	77/456,603	 	 	REGISTERED
	 	8/18/09
	 	8/18/19
	 	USA
	RESONATE

	 	 	77/907591	 	 	APPLN FILED
	 	1/8/10
	 	 	 	USA
	ECOWARE

	 	 	77/485,219	 	 	APPLN FILED
	 	 	 	 	 	USA
	TERRACOTTA

	 	 	77/923,187	 	 	APPLN FILED
	 	 	 	 	 	USA
	HIGHLIGHTER

	 	 	77/923,205	 	 	APPLN FILED
	 	 	 	 	 	USA
	ESQUIRE (FLATWARE)

	 	 	3105850	 	 	REGISTERED
	 	6/20/06
	 	6/20/16
	 	USA
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Loan Party: World Tableware Inc.
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	AMULET

	 	 	2663154	 	 	REGISTERED
	 	12/17/02
	 	12/17/12
	 	USA
	BB LOGO AND DESIGN

	 	 	1,262,229	 	 	REGISTERED
	 	12/27/83
	 	12/27/13
	 	USA
	BRANDWARE

	 	 	1,173,950	 	 	REGISTERED
	 	10/20/81
	 	10/20/11
	 	USA
	CONTEMPRA

	 	 	2760370	 	 	REGISTERED
	 	9/2/03
	 	9/2/13
	 	USA
	EVEREST

	 	 	2,784,832	 	 	REGISTERED
	 	11/18/03
	 	11/18/13
	 	USA
	GLENBROOK

	 	 	2776703	 	 	REGISTERED
	 	10/21/03
	 	10/21/13
	 	USA
	PESCE

	 	 	2889974	 	 	REGISTERED
	 	5/14/03
	 	9/28/14
	 	USA
	SKOAL

	 	 	2721149	 	 	REGISTERED
	 	6/3/03
	 	6/3/13
	 	USA
	ULTIMA

	 	 	1,180,217	 	 	REGISTERED
	 	12/1/81
	 	12/1/11
	 	USA
	WORLD (SILVER & PLATED TABLEWARE)

	 	 	0,040,724	 	 	REGISTERED
	 	7/7/03
	 	7/7/13
	 	USA






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	Registration	 	 	 	Date of	 	 	 	 
	Trademarks, Trade Names and Service Marks	 	Number	 	Status	 	Registration	 	ExpDate	 	Country
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	WORLD (STAINLESS STEEL FLATWARE)

	 	 	994,264	 	 	REGISTERED
	 	 	 	10/1/14
	 	USA
	BB LOGO & DESIGN

	 	 	281,790	 	 	REGISTERED
	 	 	 	7/29/13
	 	CAND
	BRANDWARE

	 	 	255,597	 	 	REGISTERED
	 	2/6/81
	 	2/6/11
	 	CAND
	CROMWELL

	 	 	437,152	 	 	REGISTERED
	 	 	 	 	 	CAND
	THE MILLENNIUM COLLECTION

	 	 	75/590,343	 	 	APPLN FILED
	 	 	 	 	 	USA
	AMSILCO

	 	 	 	 	 	APPLN FILED
	 	 	 	 	 	CHIN
	WORLD (FLATWARE)

	 	 	 	 	 	APPLN FILED
	 	 	 	 	 	CHIN
	ULTIMA

	 	 	 	 	 	APPLN FILED
	 	 	 	 	 	CHIN
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Loan Party: Traex Company
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	BATTER BOSS

	 	 	1,657,443	 	 	REGISTERED
	 	9/17/91
	 	9/17/11
	 	USA
	DRIPCUT

	 	 	373,123	 	 	REGISTERED
	 	11/28/39
	 	11/28/19
	 	USA
	CHOICE CUT

	 	 	2,286,711	 	 	REGISTERED
	 	10/12/99
	 	10/12/19
	 	USA
	CLEAN CUT

	 	 	2785074	 	 	REGISTERED
	 	11/18/03
	 	11/18/13
	 	USA
	KONDI-KEEPER

	 	 	1,673,006	 	 	REGISTERED
	 	1/21/92
	 	1/21/12
	 	USA
	MAKING THE ORDINARY EXTRAORDINARY

	 	 	2789726	 	 	REGISTERED
	 	12/2/03
	 	12/2/13
	 	USA
	PLATE CRATE

	 	 	2,007,086	 	 	REGISTERED
	 	10/8/96
	 	10/8/16
	 	USA
	RACK MAX

	 	 	2664502	 	 	REGISTERED
	 	12/17/02
	 	12/17/12
	 	USA
	RACK-MASTER

	 	 	1,605,589	 	 	REGISTERED
	 	7/10/90
	 	7/10/10
	 	USA
	SAUCE BOSS

	 	 	1,642,449	 	 	REGISTERED
	 	4/23/91
	 	4/23/11
	 	USA
	SPICE BOSS

	 	 	2849301	 	 	REGISTERED
	 	6/1/04
	 	6/1/14
	 	USA
	STRAW BOSS

	 	 	1,651,525	 	 	REGISTERED
	 	7/23/91
	 	7/23/11
	 	USA
	TRAEX

	 	 	1,700,599	 	 	REGISTERED
	 	7/14/92
	 	7/14/12
	 	USA
	TUFFEX

	 	 	1,706,831	 	 	REGISTERED
	 	8/11/92
	 	8/11/12
	 	USA
	CUPPRO

	 	 	3,050,710	 	 	REGISTERED
	 	1/24/06
	 	1/24/12
	 	USA
	TWISTER

	 	 	3,613,840	 	 	REGISTERED
	 	4/28/09
	 	4/28/15
	 	USA
	SAFETY MATE ICE PORTER

	 	 	3,341,094	 	 	REGISTERED
	 	11/20/07
	 	11/20/17
	 	USA
	SAFETY MATE

	 	 	3,172,410	 	 	REGISTERED
	 	11/14/06
	 	11/14/16
	 	USA
	INSTA CHILL

	 	 	3710112	 	 	REGISTERED
	 	11/10/09
	 	11/10/19
	 	USA
	DRIPCUT

	 	UCA12026
	 	REGISTERED
	 	2/22/99
	 	2/13/14
	 	CAND










B. Patents and Patent Applications




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Issue	 	 	 	Expiration	 	 
	Patent	 	Status	 	Date	 	Patent Number	 	Date	 	Country
	 
	 	 	 	 	 	 	 	 	 	 
	Loan Party: Libbey Glass Inc.
	 	 	 	 	 	 	 	 	 	 
	SYSCO ROCKS — ITEMS 15611, 15612
	 	ISSUED	 	6/18/96	 	D 370,830	 	6/18/10	 	USA
	JACKPOT MUG, ITEM 97336
	 	ISSUED	 	11/19/96	 	D 375,656	 	11/19/10	 	USA
	DAKOTA TUMBLER, ITEM 15605
	 	ISSUED	 	5/7/96	 	D 369518	 	5/7/10	 	USA
	SYSCO ITEMS 15613-15614
	 	ISSUED	 	6/4/96	 	D 370,389	 	6/4/10	 	USA
	DAKOTA ITEMS 15603-15604
	 	ISSUED	 	5/7/96	 	D 369,519	 	5/7/10	 	USA
	OLYMPIA ITEM 2437
	 	ISSUED	 	1/24/95	 	D 371,935	 	7/23/10	 	USA
	DOMAINE ITEM 8957, 8995
	 	ISSUED	 	6/11/96	 	D 370,597	 	6/11/10	 	USA






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Issue	 	 	 	Expiration	 	 
	Patent	 	Status	 	Date	 	Patent Number	 	Date	 	Country
	 
	 	 	 	 	 	 	 	 	 	 
	MODERNE GLASS MUG
	 	ISSUED	 	9/2/97	 	D 383,039	 	9/2/11	 	USA
	OLYMPIA ITEM 2436
	 	ISSUED	 	7/9/96	 	D 371,490	 	7/9/10	 	USA
	CACTUS GLASS ITEM 3619JS, 3620JS
	 	ISSUED	 	7/8/97	 	D 380,646	 	7/8/11	 	USA
	SQUIRE COOLER, ITEM 5631
	 	ISSUED	 	1/20/98	 	D 389,375	 	1/20/12	 	USA
	BASKETBALL STEM, ITEM 3636
	 	ISSUED	 	3/24/98	 	D 392,507	 	3/24/12	 	USA
	SOCCER BALL STEM, ITEM 3630
	 	ISSUED	 	12/16/97	 	D 387,615	 	12/16/11	 	USA
	FOOTBALL STEM, ITEM 3631
	 	ISSUED	 	12/16/97	 	D 387,614	 	12/16/11	 	USA
	BASEBALL STEM, ITEM 3632
	 	ISSUED	 	12/16/97	 	D 387,613	 	12/16/11	 	USA
	GOLF BALL STEM, ITEM 3633
	 	ISSUED	 	12/16/97	 	D 387,612	 	12/16/11	 	USA
	DICE STEM, ITEM 3634
	 	ISSUED	 	12/16/97	 	D 387,616	 	12/16/11	 	USA
	GUITAR STEM, ITEM 3637
	 	ISSUED	 	1/13/98	 	D 389,013	 	1/13/12	 	USA
	DOLLAR SIGN, ITEM 3635
	 	ISSUED	 	12/16/97	 	D 387,611	 	12/16/11	 	USA
	SQUIRE ITEM 5630
	 	ISSUED	 	9/15/98	 	D 398,189	 	9/15/12	 	USA
	HOCKEY STEM
	 	ISSUED	 	10/20/98	 	D 399,700	 	10/20/12	 	USA
	TENNIS BALL STEM
	 	ISSUED	 	11/3/98	 	D 400,395	 	12/16/11	 	USA
	CANTINA ITEM 5687
	 	ISSUED	 	3/30/99	 	D 407,270	 	3/30/13	 	USA
	CLARION
	 	ISSUED	 	10/26/99	 	D 415,655	 	10/26/13	 	USA
	PARKSIDE STEMWARE
	 	ISSUED	 	9/23/98	 	D 418,370	 	1/4/14	 	USA
	WATER GLASS, ITEM 15639
	 	ISSUED	 	8/29/00	 	D429,958	 	8/29/14	 	USA
	GIBRALTAR (FLATWARE)
	 	ISSUED	 	8/29/00	 	D429,951	 	8/29/14	 	USA
	JAVA (FLATWARE)
	 	ISSUED	 	12/14/00	 	D 434,274	 	11/28/14	 	USA
	QUANTUM (GLASS)
	 	ISSUED	 	5/9/00	 	424,377	 	5/9/14	 	USA
	2000 STEM, ITEM 3699
	 	ISSUED	 	5/2/00	 	D423,874	 	5/2/14	 	USA
	2001 STEMWARE
	 	ISSUED	 	2/5/02	 	D453,282 S	 	2/5/16	 	USA
	STRATUS (GLASS)
	 	ISSUED	 	8/29/00	 	D429,960	 	8/29/14	 	USA
	QUANTUM (FLATWARE)
	 	ISSUED	 	12/14/00	 	D 434,281	 	11/28/14	 	USA
	ELLIPTIC (FLATWARE)
	 	ISSUED	 	2/27/01	 	D 438,058S	 	2/27/15	 	USA
	INFUSION (FLATWARE)
	 	ISSUED	 	2/27/01	 	D 438,057S	 	2/27/15	 	USA
	GIBRALTAR (BOWL)
	 	ISSUED	 	11/20/01	 	D450,538	 	11/20/15	 	USA
	GIBRALTAR (PLATE)
	 	ISSUED	 	11/20/01	 	D450,539	 	11/20/15	 	USA
	GIBRALTAR (PLATTER)
	 	ISSUED	 	12/18/01	 	D452,118	 	12/18/15	 	USA
	GIBRALTAR (MUG)
	 	ISSUED	 	11/6/01	 	D449,964	 	11/6/15	 	USA
	GIBRALTAR (CUP)
	 	ISSUED	 	12/5/00	 	D 434,603	 	12/5/14	 	USA
	GIBRALTAR (DISH)
	 	ISSUED	 	12/4/01	 	D451,348	 	12/4/15	 	USA
	PERCEPTION (GLASSES)
	 	ISSUED	 	3/12/02	 	D454,278	 	3/12/16	 	USA
	BAKEWARE (BOWL)
	 	ISSUED	 	5/15/01	 	D 442,019	 	5/15/15	 	USA
	BAKEWARE (PAN)
	 	ISSUED	 	5/22/01	 	D 442,425	 	8/1/14	 	USA
	BAKEWARE (SQUARE PAN)
	 	ISSUED	 	5/8/01	 	D441,598	 	5/8/15	 	USA
	BAKEWARE (LONG PAN)
	 	ISSUED	 	5/8/01	 	D441,597	 	5/8/15	 	USA
	BANGLES (DOF)
	 	ISSUED	 	9/3/02	 	D462,238	 	9/3/16	 	USA
	BANGLES (TUMBLER)
	 	ISSUED	 	4/30/02	 	D456,214	 	4/30/16	 	USA
	TRION (COOLER)
	 	ISSUED	 	12/4/01	 	D451,346	 	12/4/15	 	USA
	BANGLES (GOBLET)
	 	ISSUED	 	7/16/02	 	D460,323	 	7/16/16	 	USA
	NAUTILUS (COOLER)
	 	ISSUED	 	11/8/00	 	D 444,675	 	7/10/15	 	USA
	BAKEWARE (BOWL WITH HANDLES) #70974
	 	ISSUED	 	5/7/02	 	D456,673	 	5/7/16	 	USA
	GIBRALTAR (FOOTED PILSNER)
	 	ISSUED	 	8/20/02	 	D461,684	 	8/20/16	 	USA






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Issue	 	 	 	Expiration	 	 
	Patent	 	Status	 	Date	 	Patent Number	 	Date	 	Country
	 
	 	 	 	 	 	 	 	 	 	 
	BAKEWARE (MEASURING CUP)
	 	ISSUED	 	8/13/02	 	D461,420	 	8/13/16	 	USA
	USA GOBLET (NO STARS)
	 	ISSUED	 	7/2/02	 	D459,632	 	7/2/16	 	USA
	USA GOBLET (STARS)
	 	ISSUED	 	7/9/02	 	D459,944	 	7/9/16	 	USA
	STARS GOBLET
	 	ISSUED	 	7/2/02	 	D459,631	 	7/2/16	 	USA
	VENUS MARTINI
	 	ISSUED	 	6/4/02	 	D 458,083	 	6/4/16	 	USA
	NAUTILUS MARTINI
	 	ISSUED	 	7/2/02	 	D459,633	 	7/2/16	 	USA
	COLONNA
	 	ISSUED	 	7/1/03	 	D476,526	 	7/1/17	 	USA
	VIBE
	 	ISSUED	 	4/18/02	 	D483,610	 	12/16/17	 	USA
	STEM (SHAZAM DESIGN)
	 	ISSUED	 	5/6/03	 	D474,069	 	5/6/17	 	USA
	VENUS MARGARITA
	 	ISSUED	 	3/4/03	 	D471,065	 	3/4/17	 	USA
	MARTELLO STEMWARE
	 	ISSUED	 	3/30/04	 	D487,861	 	3/30/18	 	USA
	VENUS STEM
	 	ISSUED	 	3/4/03	 	D471,061	 	3/4/17	 	USA
	SMOOTHIE GLASS
	 	ISSUED	 	10/28/03	 	D481,259	 	10/28/17	 	USA
	OMEGA STEMWARE
	 	ISSUED	 	4/22/03	 	D473,424	 	4/22/17	 	USA
	VERVE STEMWARE
	 	ISSUED	 	7/22/03	 	D477,499	 	7/22/17	 	USA
	TAPERED SQUARE VOTIVE
	 	ISSUED	 	12/30/03	 	D484,365 S	 	12/30/17	 	USA
	HOLIDAY TREE GOBLET
	 	ISSUED	 	4/22/03	 	D473,425	 	4/22/17	 	USA
	CANDLE POT W/LID
	 	ISSUED	 	2/22/05	 	D502,101 S	 	2/22/19	 	USA
	FLAME COOLER
	 	ISSUED	 	8/12/03	 	D511,436 S	 	11/15/19	 	USA
	GIBRALTAR PITCHER
	 	ISSUED	 	2/14/06	 	D514,868 S	 	2/14/20	 	USA
	STUCCO COOLER
	 	ISSUED	 	5/9/06	 	D 520,301 S	 	5/9/20	 	USA
	STEM (CHILI PEPPER)
	 	ISSUED	 	8/2/05	 	D507,935	 	8/2/19	 	USA
	BIG MOUTH JAR
	 	ISSUED	 	3/6/07	 	D537,727 S	 	3/6/21	 	USA
	INTERLUDE TUMBLER
	 	ISSUED	 	4/25/06	 	D519,322 S	 	4/25/20	 	USA
	SUNDAE DISH
	 	ISSUED	 	3/31/09	 	D589,298 S	 	3/31/23	 	USA
	FOUNTAINWARE
	 	ISSUED	 	3/31/09	 	D589,299 S	 	3/31/23	 	USA
	SODA GLASS
	 	ISSUED	 	3/31/09	 	D589,297 S	 	3/31/23	 	USA
	VACUUM PICK-UP OF SQUARE HOT GLASS ARTICLES
	 	GRANTED	 	10/12/93	 	5251919	 	10/12/10	 	USA
	HIGH CAVITY RATE PRESS MACHINE
	 	GRANTED	 	12/22/98	 	5,851,257	 	6/26/16	 	USA
	TRANSFER MECHANISM FOR GLASS ARTICLES
	 	GRANTED	 	8/11/98	 	5,791,452	 	10/15/16	 	USA
	COMMON CAGE ASSEMBLY
	 	GRANTED	 	5/22/01	 	6,233,975	 	3/24/19	 	USA
	VALVE HAMPER ASSEMBLY
	 	GRANTED	 	7/3/01	 	6,253,579	 	3/24/19	 	USA
	COOLING SYSTEM FOR A GLASSWARE MACHINE
	 	GRANTED	 	3/21/00	 	6,038,889	 	4/14/19	 	USA
	GLASSWARE MACHINE (ROTARY TABLE)
	 	GRANTED	 	3/9/04	 	6,701,748 B1	 	8/13/21	 	USA
	TRANSFER MECHANISM FOR GLASS ARTICLES
	 	REGISTERED	 	2/10/03	 	27340	 	10/3/17	 	COLO
	APPARATUS & METHOD FOR FORMING A
DECORATIVE PATTERN ON GLASSWARE
	 	GRANTED	 	 	 	207122	 	3/5/17	 	MEXO
	APPARATUS AND METHOD FOR PUTTING
DECORATION ON GLASSWARE
	 	GRANTED	 	 	 	27790	 	3/19/17	 	COLO
	COMMON CAGE ASSEMBLY
	 	GRANTED	 	11/17/09	 	PI0010368-3	 	2/23/20	 	BRAZ
	COMMON CAGE ASSEMBLY
	 	GRANTED	 	8/8/02	 	2001/6587	 	2/23/20	 	SOAF
	COMMON CAGE ASSEMBLY
	 	GRANTED	 	2/23/03	 	ZL 00805385.5	 	2/23/20	 	CHIN






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Issue	 	 	 	Expiration	 	 
	Patent	 	Status	 	Date	 	Patent Number	 	Date	 	Country
	 
	 	 	 	 	 	 	 	 	 	 
	COMMON CAGE ASSEMBLY
	 	GRANTED	 	7/29/02	 	PCT/US00/04544	 	2/23/20	 	TURK
	COMMON CAGE ASSEMBLY
	 	GRANTED	 	 	 	DE 660 10 065.0-08	 	2/23/20	 	GERM
	COMMON CAGE ASSEMBLY
	 	GRANTED	 	2/10/06	 	234,304	 	2/23/20	 	MEXO
	COOLING SYSTEM FOR A GLASSWARE MACHINE
	 	GRANTED	 	2/10/09	 	PI 0011170-8	 	3/16/20	 	BRAZ
	COOLING SYSTEM FOR A GLASSWARE MACHINE
	 	GRANTED	 	8/29/07	 	ZL00806201.3	 	3/16/20	 	CHIN
	COOLING SYSTEM FOR A GLASSWARE MACHINE
	 	GRANTED	 	3/16/02	 	2001/7717	 	3/16/20	 	SOAF
	COOLING SYSTEM FOR A GLASSWARE MACHINE
	 	GRANTED	 	9/27/06	 	1189844	 	3/16/20	 	PCT
	COOLING SYSTEM FOR A GLASSWARE MACHINE
	 	GRANTED	 	12/18/07	 	HK 1044930	 	3/16/20	 	HOKO
	GLASSWARE MACHINE
	 	GRANTED	 	8/18/06	 	 	 	9/8/21	 	HOKO
	GLASSWARE MACHINE
	 	GRANTED	 	9/8/06	 	240,113	 	9/8/21	 	MEXO
	GLASSWARE MACHINE (ROTARY TABLE)
	 	GRANTED	 	7/23/08	 	1330417	 	9/8/21	 	PCT
	GLASSWARE MACHINE (ROTARY TABLE)
	 	GRANTED	 	11/26/03	 	2003/1678	 	9/8/21	 	SOAF
	GLASSWARE MACHINE (ROTARY TABLE)
	 	GRANTED	 	12/28/05	 	ZL01816864.7	 	9/8/21	 	CHIN
	HIGH CAVITY RATE MACHINE
	 	GRANTED	 	6/23/04	 	27702	 	6/23/17	 	COLO
	HIGH CAVITY RATE MACHINE
	 	GRANTED	 	7/16/04	 	3576173	 	7/10/17	 	JAPN
	HIGH CAVITY RATE PRESS MACHINE
	 	GRANTED	 	2/8/06	 	PI9710039-0	 	6/10/17	 	BRAZ
	HIGH CAVITY RATE PRESS MACHINE
	 	GRANTED	 	6/14/06	 	194045	 	6/11/17	 	INDA
	HIGH CAVITY RATE PRESS MACHINE
	 	GRANTED	 	 	 	207133	 	6/10/17	 	MEXO
	HIGH CAVITY RATE PRESS MACHINE
	 	GRANTED	 	 	 	US97/09830	 	 	 	PCT
	HIGH CAVITY RATE PRESS MACHINE
	 	GRANTED	 	 	 	14109	 	6/10/17	 	THAI
	HIGH CAVITY RATE PRESS MACHINE
	 	GRANTED	 	5/3/97	 	1998 01874	 	5/3/17	 	TURK
	HIGH CAVITY RATE PRESS MACHINE
	 	GRANTED	 	6/10/03	 	0907616	 	6/10/17	 	ARIA
	HIGH CAVITY RATE PRESS MACHINE
	 	GRANTED	 	6/10/03	 	0907616	 	6/10/17	 	BELG
	HIGH CAVITY RATE PRESS MACHINE
	 	GRANTED	 	6/10/03	 	97928003.9	 	6/10/17	 	IREL
	HIGH CAVITY RATE PRESS MACHINE
	 	GRANTED	 	6/10/03	 	0907616	 	6/10/17	 	ITLY
	HIGH CAVITY RATE PRESS MACHINE
	 	GRANTED	 	6/10/03	 	0907616	 	6/10/17	 	LUXM
	HIGH CAVITY RATE PRESS MACHINE
	 	GRANTED	 	6/10/03	 	0907616	 	6/10/17	 	MONA
	HIGH CAVITY RATE PRESS MACHINE
	 	GRANTED	 	6/10/03	 	0907616	 	6/10/17	 	NETH
	HIGH CAVITY RATE PRESS MACHINE
	 	GRANTED	 	6/10/03	 	0907616	 	6/10/17	 	PORT
	HIGH CAVITY RATE PRESS MACHINE
	 	GRANTED	 	6/10/03	 	0907616	 	6/10/17	 	SWED






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Issue	 	 	 	Expiration	 	 
	Patent	 	Status	 	Date	 	Patent Number	 	Date	 	Country
	 
	 	 	 	 	 	 	 	 	 	 
	HIGH CAVITY RATE PRESS MACHINE
	 	GRANTED	 	6/10/03	 	0907616	 	6/10/17	 	SWIT
	HIGH CAVITY RATE PRESS MACHINE
	 	GRANTED	 	6/10/03	 	P69721767.1	 	6/10/17	 	GERM
	HIGH CAVITY RATE PRESS MACHINE
	 	GRANTED	 	6/10/03	 	0907616	 	6/10/17	 	DENM
	HIGH CAVITY RATE PRESS MACHINE
	 	GRANTED	 	6/10/03	 	0907616	 	6/10/17	 	SPAN
	HIGH CAVITY RATE PRESS MACHINE
	 	GRANTED	 	6/10/03	 	0907616	 	6/10/17	 	FINL
	HIGH CAVITY RATE PRESS MACHINE
	 	GRANTED	 	6/10/03	 	0907616	 	6/10/17	 	FRAN
	HIGH CAVITY RATE PRESS MACHINE
	 	GRANTED	 	6/10/03	 	0907616	 	6/10/17	 	UNK
	HIGH CAVITY RATE PRESS MACHINE
	 	GRANTED	 	6/10/03	 	0907616	 	6/10/17	 	GREC
	HIGH CAVITY RATE PRESS MACHINE
	 	GRANTED	 	 	 	0 008 338	 	6/26/17	 	INDN
	HIGH CAVITY RATE PRESS MACHINE
	 	GRANTED	 	6/10/04	 	TR 1998 02674 B	 	6/10/17	 	TURK
	PROCESS FOR GLAZING A CHINAWARE ARTICLE
	 	GRANTED	 	12/11/08	 	199665	 	11/28/22	 	POLD
	PROCESS FOR GLAZING A CHINAWARE ARTICLE
	 	GRANTED	 	10/13/08	 	0022132	 	11/28/22	 	INDN
	PROCESS FOR GLAZING CHINA DINNERWARE
	 	GRANTED	 	2/27/07	 	ZL02828300.7	 	11/28/22	 	CHIN
	SPOUT FORMING ASSEMBLY AND METHOD THEREFOR
	 	GRANTED	 	 	 	 	 	1/13/17	 	INDN
	TRANSFER MECHANISM FOR GLASS ARTICLES
	 	GRANTED	 	8/20/02	 	 	 	8/27/17	 	BRAZ
	TRANSFER MECHANISM FOR GLASS ARTICLES
	 	GRANTED	 	11/21/01	 	97/15076	 	8/27/17	 	CHIN
	TRANSFER MECHANISM FOR GLASS ARTICLES
	 	GRANTED	 	6/23/03	 	214983	 	8/27/17	 	MEXO
	TRANSFER MECHANISM FOR GLASS ARTICLES
	 	GRANTED	 	5/26/99	 	97/7968	 	9/4/17	 	SOAF
	TRANSFER MECHANISM FOR GLASS ARTICLES
	 	GRANTED	 	5/21/01	 	TR 1999 00744B	 	8/27/17	 	TURK
	TRANSFER MECHANISM FOR GLASS ARTICLES
	 	GRANTED	 	7/17/03	 	E226873	 	8/27/17	 	ARIA
	TRANSFER MECHANISM FOR GLASS ARTICLES
	 	GRANTED	 	10/30/02	 	EP0939689	 	8/27/17	 	EPC
	TRANSFER MECHANISM FOR GLASS ARTICLES
	 	GRANTED	 	 	 	3042314	 	8/28/17	 	GREC
	TRANSFER MECHANISM FOR GLASS ARTICLES
	 	GRANTED	 	 	 	MY-115110-A	 	3/31/18	 	MASA
	TRANSFER MECHANISM FOR GLASS ARTICLES
	 	GRANTED	 	4/15/04	 	ID 0 010 439	 	10/15/17	 	INDN
	VACUUM PICK-UP OF SQUARE HOT GLASS ARTICLES
	 	GRANTED	 	3/16/99	 	577032	 	6/26/13	 	EPC
	VACUUM PICK-UP OF SQUARE HOT GLASS ARTICLES
	 	GRANTED	 	7/26/96	 	933960	 	6/30/13	 	MEXO
	VALVE HAMPER ASSEMBLY
	 	GRANTED	 	8/8/02	 	2001/6588	 	2/23/20	 	SOAF
	VALVE HAMPER ASSEMBLY
	 	GRANTED	 	 	 	ZL 00 8 05383.9	 	2/23/20	 	CHIN
	VALVE HAMPER ASSEMBLY
	 	GRANTED	 	9/29/06	 	HK1044524	 	2/23/20	 	HOKO






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Issue	 	 	 	Expiration	 	 
	Patent	 	Status	 	Date	 	Patent Number	 	Date	 	Country
	 
	 	 	 	 	 	 	 	 	 	 
	APPARATUS & METHOD FOR FORMING A
DECORATIVE PATTERN
	 	APPLN FILED	 	 	 	PCT/US97/03432	 	 	 	TURK
	COMMON CAGE ASSEMBLY
	 	APPLN FILED	 	 	 	 	 	 	 	PCT
	HIGH CAVITY RATE PRESS MACHINE
	 	APPLN FILED	 	 	 	AR 007484 B1	 	 	 	ARGT
	HIGH CAVITY RATE PRESS MACHINE
	 	APPLN FILED	 	 	 	 	 	 	 	CHIN
	HIGH CAVITY RATE PRESS MACHINE
	 	APPLN FILED	 	 	 	 	 	 	 	COLO
	HIGH CAVITY RATE PRESS MACHINE
	 	APPLN FILED	 	 	 	 	 	 	 	INDN
	HIGH CAVITY RATE PRESS MACHINE
	 	APPLN FILED	 	 	 	 	 	 	 	JAPN
	HIGH CAVITY RATE PRESS MACHINE
	 	APPLN FILED	 	 	 	 	 	 	 	MALA
	HIGH CAVITY RATE PRESS MACHINE
	 	APPLN FILED	 	 	 	 	 	 	 	VENZ
	TEMPERATURE CONTROL SYSTEM
	 	APPLN FILED	 	3/14/00	 	 	 	 	 	PCT
	TRANSFER MECHANISM FOR GLASS ARTICLES
	 	APPLN FILED	 	 	 	 	 	 	 	JAPN
	TRANSFER MECHANISM FOR GLASS ARTICLES
	 	APPLN FILED	 	 	 	 	 	 	 	PCT
	TRANSFER MECHANISM FOR GLASS ARTICLES
	 	APPLN FILED	 	8/5/02	 	 	 	 	 	NETH
	TRANSFER MECHANISM FOR GLASS ARTICLES
	 	APPLN FILED	 	7/17/02	 	 	 	 	 	SWIT
	TRANSFER MECHANISM FOR GLASS ARTICLES
	 	APPLN FILED	 	7/17/02	 	 	 	 	 	SWED
	TRANSFER MECHANISM FOR GLASS ARTICLES
	 	APPLN FILED	 	7/17/02	 	 	 	 	 	SPAN
	TRANSFER MECHANISM FOR GLASS ARTICLES
	 	APPLN FILED	 	7/17/02	 	 	 	 	 	PORT
	TRANSFER MECHANISM FOR GLASS ARTICLES
	 	APPLN FILED	 	7/17/02	 	 	 	 	 	BELG
	TRANSFER MECHANISM FOR GLASS ARTICLES
	 	APPLN FILED	 	7/17/02	 	 	 	 	 	LUXM
	TRANSFER MECHANISM FOR GLASS ARTICLES
	 	APPLN FILED	 	7/17/02	 	 	 	 	 	FINL
	TRANSFER MECHANISM FOR GLASS ARTICLES
	 	APPLN FILED	 	7/17/02	 	 	 	 	 	GREC
	TRANSFER MECHANISM FOR GLASS ARTICLES
	 	APPLN FILED	 	7/17/02	 	 	 	 	 	IREL
	TRANSFER MECHANISM FOR GLASS ARTICLES
	 	APPLN FILED	 	7/17/02	 	 	 	 	 	ITLY
	TRANSFER MECHANISM FOR GLASS ARTICLES
	 	APPLN FILED	 	5/7/04	 	191998	 	 	 	INDA
	VALVE HAMPER ASSEMBLY
	 	APPLN FILED	 	 	 	 	 	 	 	PCT
	HANDLE FOR A UTENSIL
	 	D438057	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Loan Party: Syracuse China Company
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Issue	 	 	 	Expiration	 	 
	Patent	 	Status	 	Date	 	Patent Number	 	Date	 	Country
	 
	 	 	 	 	 	 	 	 	 	 
	JUSTINE PLATE
	 	GRANTED	 	12/10/96	 	D 376,292	 	12/10/10	 	USA
	CASTLETON PLATE
	 	GRANTED	 	12/10/96	 	D 376,293	 	12/10/10	 	USA
	CASTLETON CUP
	 	GRANTED	 	6/10/97	 	D 379,737	 	6/10/11	 	USA
	QUADRA CUP, ITEM 903333 001
	 	GRANTED	 	8/4/98	 	D 396,605	 	8/4/12	 	USA
	QUADRA PLATE, ITEM 903333 033
	 	GRANTED	 	12/22/98	 	D 402,854	 	12/22/12	 	USA
	QUADRA BOWL, ITEM 903333 002
	 	GRANTED	 	12/22/98	 	D 402,852	 	12/22/12	 	USA
	TOON PLATE
	 	GRANTED	 	1/25/00	 	D 419,383	 	1/25/14	 	USA
	TRIUMPH PLATE
	 	GRANTED	 	8/1/00	 	D428,770	 	8/1/14	 	USA
	QUARTET PLATE
	 	GRANTED	 	12/12/00	 	D 434,947	 	12/12/14	 	USA
	STUDIO BOWL
	 	GRANTED	 	12/19/00	 	D 435,197	 	12/19/14	 	USA
	QUANTUM (PLATE)
	 	GRANTED	 	7/31/01	 	D 445,648	 	7/31/15	 	USA
	CUP (ANTHEM W/BAND DESIGN)
	 	GRANTED	 	10/8/02	 	D463,954	 	10/8/16	 	USA
	SKILLET (CANTINA)
	 	GRANTED	 	2/18/03	 	D470,358	 	2/18/17	 	USA
	FANTASY BOWL
	 	GRANTED	 	3/11/03	 	D471,406	 	3/11/17	 	USA
	PLATTER (QUADRA)
	 	GRANTED	 	3/11/03	 	D471,405	 	3/11/17	 	USA
	TRAY (CHI-FU YING YANG)
	 	GRANTED	 	3/18/03	 	D471,765	 	3/18/17	 	USA
	CHABLIS PLATE
	 	GRANTED	 	4/8/03	 	D472,770	 	4/8/17	 	USA
	PLATE (EDGE DESIGN)
	 	GRANTED	 	4/8/03	 	D472,768	 	4/8/17	 	USA
	PLATE (ANTHEM)
	 	GRANTED	 	5/27/03	 	D474,941	 	5/27/17	 	USA
	PLATE (ORBIT)
	 	GRANTED	 	5/27/03	 	D474,940	 	5/27/17	 	USA
	ANTHEM PLATE
	 	GRANTED	 	6/3/03	 	D475,247	 	6/3/17	 	USA
	CHABLIS BOWL
	 	GRANTED	 	6/17/03	 	D475,894	 	6/17/17	 	USA
	ANTHEM BOWL
	 	GRANTED	 	6/24/03	 	D476,195	 	6/24/17	 	USA
	TRAY (CHI-FU SUSHI)
	 	GRANTED	 	6/24/03	 	D476,194	 	6/24/17	 	USA
	PLATE (COLUMBIA DESIGN)
	 	GRANTED	 	8/12/03	 	D478,252	 	8/12/17	 	USA
	PLATE (QUADRA TRIANGLE DESIGN)
	 	GRANTED	 	8/19/03	 	D478,476	 	8/19/17	 	USA
	CUP (ANTHEM)
	 	GRANTED	 	3/5/02	 	D482,237	 	11/18/17	 	USA
	ANTHEM SQUARE PLATE
	 	GRANTED	 	5/4/04	 	D 489,227 S	 	5/4/18	 	USA
	MAJESTY HARMONY BOWL
	 	GRANTED	 	8/17/04	 	D494,420 S	 	8/17/18	 	USA
	ANTHEM (PLATTER)
	 	GRANTED	 	11/16/04	 	D498,391	 	11/16/18	 	USA
	CHABLIS PASTA BOWL
	 	GRANTED	 	12/7/04	 	D499,307 S	 	12/7/18	 	USA
	TAPAS PLATE
	 	GRANTED	 	2/22/05	 	D502,058 S	 	2/22/19	 	USA
	SASSY PLATE
	 	GRANTED	 	6/7/05	 	D505,834 S	 	6/7/19	 	USA
	SASSY BOWL
	 	GRANTED	 	11/29/05	 	D511,939 S	 	11/29/19	 	USA
	CHABLIS UTOPIA PLATE
	 	GRANTED	 	12/20/05	 	D512,876 S	 	12/20/19	 	USA
	CASCADE SQUARE PLATE
	 	GRANTED	 	1/31/06	 	D513,935 S	 	1/31/20	 	USA
	QUADRA HEXAGON GREAT PLATE
	 	GRANTED	 	1/31/06	 	D513,934 S	 	1/31/20	 	USA
	VESUVIUS PLATE
	 	GRANTED	 	10/13/04	 	D514,889 S	 	2/14/20	 	USA
	PUZZLE PLATE
	 	GRANTED	 	4/25/06	 	D519,323 S	 	4/25/20	 	USA
	BOW TIE PLATE
	 	GRANTED	 	6/6/06	 	D522,314 S	 	6/6/20	 	USA
	CRESCENT COUPE PLATE
	 	GRANTED	 	3/6/07	 	D537,679 S	 	3/6/21	 	USA
	PROCESS GLAZING CHINAWARE ARTICLE
	 	GRANTED	 	11/11/03	 	6,645,561	 	2/25/22	 	USA
	PROCESS FOR GLAZING CHINAWARE ARTICLE
	 	GRANTED	 	1/7/09	 	1478472	 	11/22/22	 	PCT
	PROCESS FOR GLAZING A CHINAWARE ARTICLE
	 	GRANTED	 	10/11/07	 	250230	 	11/28/22	 	MEXO






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Issue	 	 	 	Expiration	 	 
	Patent	 	Status	 	Date	 	Patent Number	 	Date	 	Country
	 
	 	 	 	 	 	 	 	 	 	 
	PROCESS FOR GLAZING CHINAWARE ARTICLE
	 	APPLN FILED	 	1/23/03	 	 	 	 	 	THAI
	 
	 	 	 	 	 	 	 	 	 	 
	Loan Party: World Tableware Inc.
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	AMULET FLATWARE (SPOON)
	 	GRANTED	 	11/19/02	 	D465,702	 	11/19/16	 	USA
	AMULET FLATWARE (KNIFE)
	 	GRANTED	 	6/13/02	 	D470,367	 	2/18/17	 	USA
	FISH FLATWARE (FORK)
	 	GRANTED	 	5/20/03	 	D474,657	 	5/20/17	 	USA
	FISH FLATWARE (KNIFE)
	 	GRANTED	 	5/20/03	 	D474,656	 	5/20/17	 	USA
	FISH FLATWARE (SPOON)
	 	GRANTED	 	5/27/03	 	D474,945	 	5/27/17	 	USA
	SEAFOOD SHAKER HOLDER
	 	GRANTED	 	1/13/04	 	D485,130 S	 	1/13/18	 	USA
	EUROPEAN STEAK KNIFE
	 	GRANTED	 	9/29/03	 	D496,562 S	 	9/28/18	 	USA
	ENDEAVOR PLATE
	 	GRANTED	 	4/27/05	 	D545,632 S	 	7/3/21	 	USA
	TOUCHLESS FLATWARE (FORK)
	 	GRANTED	 	10/10/07	 	D551,913 S	 	10/2/21	 	USA
	CASCADE SPOON/FORK
	 	GRANTED	 	10/30/07	 	D553,906 S	 	10/30/21	 	USA
	CASCADE KNIFE
	 	GRANTED	 	11/13/07	 	D554,942 S	 	11/13/21	 	USA
	GOTHIC FORK/SPOON
	 	GRANTED	 	9/30/08	 	D577,543 S	 	9/30/22	 	USA
	GOTHIC KNIFE
	 	GRANTED	 	9/30/08	 	D577,544 S	 	9/30/22	 	USA
	PERCEPTION FORK/SPOON
	 	GRANTED	 	7/21/09	 	D596,456 S	 	7/21/23	 	USA
	ECOWARE FORK/SPOON
	 	GRANTED	 	1/5/10	 	D607,273 S	 	1/5/24	 	USA
	ECOWARE KNIFE
	 	GRANTED	 	1/19/10	 	D608,143 S	 	1/19/24	 	USA
	HANDLE FOR A UTENSIL
	 	GRANTED	 	 	 	D593797	 	 	 	USA
	 
	 	 	 	 	 	 	 	 	 	 
	Loan Party: Traex Company
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	DISHWASHER RACK EXTENDER W/CONNECTOR PINS
	 	ISSUED	 	 	 	6,634,510	 	3/25/22	 	USA
	DISPENSER
	 	ISSUED	 	3/11/04	 	D520,277 S	 	5/9/20	 	USA
	OVENABLE FOOD TRAY
	 	GRANTED	 	7/15/97	 	D 380,937	 	7/15/11	 	USA
	DISPLAY TRAY
	 	GRANTED	 	1/18/05	 	6,843,373	 	3/11/22	 	USA
	DISHWASHER RACK CONSTRUCTION (RACK-MAX)
	 	GRANTED	 	4/27/04	 	6,726,031 B2	 	2/23/22	 	USA
	BOTTLE HAVING MULTIPLE OUTLETS
	 	GRANTED	 	3/10/03	 	6,732,888 B1	 	3/10/23	 	USA
	BAR CONDIMENT TRAY
	 	GRANTED	 	2/2/93	 	D 332,895	 	2/2/07	 	USA
	ADJUSTABLE CUP DISPENSER
	 	GRANTED	 	9/14/04	 	6,789,697	 	9/14/24	 	USA
	DISPENSER DELIVERING ADJUSTABLE VOLUME OF
FLOWABLE DRY MATERIAL
	 	GRANTED	 	8/16/05	 	6,929,158 b2	 	8/16/25	 	USA
	CUTTING BOARD W/REMOVABLE FOOTINGS
	 	GRANTED	 	5/10/05	 	6,889,969 b2	 	5/10/25	 	USA
	CONTAINER: ICE PORTER
	 	APPLN FILED	 	10/10/06	 	11/545,202	 	 	 	USA
	CLARIFIED SQUEEZE BOTTLE
	 	APPLN FILED	 	8/25/03	 	10/649,446	 	 	 	USA
	DISPENSER FOR A PAPER PRODUCT
	 	GRANTED	 	1/3/06	 	6,981,610 B2	 	1/3/26	 	USA
	CUTTING BOARD WITH REMOVABLE FOOTINGS
	 	 	 	 	 	6889969	 	 	 	USA
	DISPENSER FOR DELIVERING AN ADJUSTABLE
VOLUME OF FLOWABLE DRY MATERIAL
	 	 	 	 	 	6929158	 	 	 	USA
	DISPENSER FOR A PAPER PRODUCT
	 	 	 	 	 	6981610	 	 	 	USA







 











 





C. Copyrights




	 	 	 	 	 	 	 	 	 	 	 
	Copyright	 	Date Issued	 	Serial Number	 	 	Country	 
	 
	 	 	 	 	 	 	 	 	 	 
	Loan Party: Libbey Glass Inc.
	 	 	 	 	 	 	 	 	 	 
	COUNTRY GOOSE
	 	 	 	 	VA0000279220	 	 	USA
	LIBBEY TABLETOP SELLING PROGRAM
	 	 	 	 	TX0003362639	 	 	USA
	 
	 	 	 	 	 	 	 	 	 	 
	Loan Party: Syracuse China Company
	 	 	 	 	 	 	 	 	 	 
	TREVAL
	 	12/16/91	 	 	VA482052	 	 	USA
	RAVENNA
	 	12/16/91	 	 	VA482051	 	 	USA
	THE STYLUS COLLECTION
	 	12/16/91	 	 	TX3200044	 	 	USA
	SCOTTSDALE
	 	9/17/90	 	 	VA425366	 	 	USA
	BERKSHIRE PATTERN/TREMONT SHAPE
	 	9/17/90	 	 	VA424701	 	 	USA
	COMPTON, TURINA SHAPE
	 	1/9/91	 	 	VA435465	 	 	USA
	COLLETTE
	 	3/27/90	 	 	VA393501	 	 	USA
	JUDSON
	 	3/9/90	 	 	VA391832	 	 	USA
	SYRALITE BODY FROM SYRACUSE CHINA MATCHES
BRILLIANT BEAUTY WITH LASTING STRENGTH
	 	5/3/90	 	 	TX2789984	 	 	USA
	CHANTELLE
	 	10/13/89	 	 	VA370690	 	 	USA
	TAPESTRY
	 	 	 	 	VA370683	 	 	USA
	LENORE
	 	9/26/89	 	 	VA364209	 	 	USA
	MAYMONT
	 	9/26/89	 	 	VA364208	 	 	USA
	MARISA
	 	5/1/89	 	 	VA346512	 	 	USA
	HYATT ORLANDO
	 	5/1/89	 	 	VA346511	 	 	USA
	PONTE VERDE
	 	5/1/89	 	 	VA346510	 	 	USA
	KEY BISCAYNE GREAT PLATE
	 	9/21/82	 	 	VA211078	 	 	USA
	BEAUVAL FLORAL DESIGN
	 	9/21/82	 	 	VA139016	 	 	USA
	BEAUVAL FLORAL DESIGN
	 	 	 	 	VA139015	 	 	USA
	BEAUVAL FLORAL DESIGN
	 	 	 	 	VA139014	 	 	USA
	BEAUVAL FLORAL DESIGN
	 	 	 	 	VA139013	 	 	USA
	THE PERCEIVED VALUE OF TABLETOP ACHITECTURE
	 	 	 	 	TX1127211	 	 	USA
	CUSTOM BY SYRACUSE CHINA
	 	 	 	 	TX1127210	 	 	USA
	GIBRALTAR COOK N’SERVE CHINA: A HOSPITALITY
GROUP BY SYRACUSE CHINA: LET OVEN LOV
	 	 	 	 	TX1127209	 	 	USA
	303 MENU IDEAS
	 	 	 	 	TX1127208	 	 	USA
	THE PERCEIVED VALUE OF TABLETOP ARCHITECTURE
	 	 	 	 	TX1127207	 	 	USA
	THE FEATURE PLATE
	 	 	 	 	TX1116893	 	 	USA
	HOSPITALITY PORTFOLIO/BY SYRACUSE CHINA
	 	 	 	 	TX842460	 	 	USA
	MESA GRANDE
	 	 	 	 	TX842454	 	 	USA
	KING’S INN
	 	 	 	 	TX842453	 	 	USA
	OPERATION COST CONTAINMENT: ARE MANAGER
ACTION PROGRAM MANUAL
	 	 	 	 	TX94376	 	 	USA
	CARLTON NARROW RIM DINNERWARE
	 	 	 	 	VA245549	 	 	USA
	HOTEL DUPONT
	 	 	 	 	VA346513	 	 	USA
	ARTIFACTS
	 	 	 	VA 991-653	 	USA
	COMBO
	 	 	 	VA 991-654	 	USA






 









 






	 	 	 	 	 	 	 	 	 	 	 
	Copyright	 	Date Issued	 	Serial Number	 	 	Country	 
	ISLAND
	 	 	 	VA 991-652	 	USA
	FRIENDLYS I
	 	7/12/99	 	VA 996-589	 	USA
	FRIENDLYS II
	 	7/12/99	 	VA 996-590	 	USA






 









 






Schedule 3.06

Disclosed Matters





	1.	 	Owens-Illinois has been named as a potentially responsible party or other participant
in connection with certain waste disposal sites to which Libbey also may have shipped
wastes prior to June 24, 1993, the date of Libbey Inc.’s initial public offering and
separation from Owens-Illinois, Inc. (Owens-Illinois). Libbey may bear some responsibility
in connection with those shipments. Pursuant to an indemnification agreement between
Owens-Illinois and Libbey Inc., Owens-Illinois has agreed to defend and hold Libbey Inc.
and its subsidiaries harmless against any costs or liabilities they may incur in connection
with any such matters identified and pending as of June 24, 1993, and to indemnify Libbey
Inc. and its subsidiaries for any liability that results from these matters in excess of $3
million. We believe that if it is necessary to draw upon this indemnification, collection
is probable.
	 
	2.	 	Pursuant to the indemnification agreement referred to above, Owens-Illinois is
defending Libbey Glass with respect to the King Road landfill. In January 1999, the Board
of Commissioners of Lucas County, Ohio instituted a lawsuit against Owens-Illinois, Libbey
Glass and numerous other defendants. (Fifty-nine companies were named in the complaint as
potentially responsible parties.) In the lawsuit, which was filed in the United States
District Court for the Northern District of Ohio, the Board of Commissioners sought to
recover contribution for past and future costs incurred by the County in response to the
release or threatened release of hazardous substances at the King Road landfill formerly
operated and closed by the County. The Board of Commissioners dismissed the lawsuit without
prejudice in October 2000. At the time of the dismissal, the parties to the lawsuit
anticipated that the Board of Commissioners would refile the lawsuit after obtaining more
information as to the appropriate environmental remedy. As of this date, it does not appear
that refiling of the lawsuit is imminent. In view of the uncertainty as to refiling of the
suit, the numerous defenses that may be available against the County on the merits of its
claim for contribution, the uncertainty as to the environmental remedy, and the uncertainty
as to the number of potentially responsible parties, it currently is not possible to
quantify any exposure that Libbey Glass Inc. may have with respect to the King Road
landfill.
	 
	3.	 	In August of 2005, Libbey Glass Inc. received correspondence from the United States
Department of Interior Fish & Wildlife Service (the “DOI”) notifying Libbey Glass Inc. of
the DOI’s intent to conduct an assessment of injuries to natural resources resulting from
the release of hazardous substances into the Ottawa River and the Maumee Bay (the “Ottawa
Site”). The DOI invited Libbey Glass Inc. to participate in that assessment, and Libbey
Glass Inc. declined since it has no basis to believe that it contributed to any such
release. On September 4, 2007, the Ohio Environmental Protection Agency (“Ohio EPA”)
invited Libbey Glass Inc. to an informational session regarding contamination in the Ottawa
River sediments, recent developments with respect to the Ottawa Site, and possible
solutions to address the contamination. However, neither the DOI nor the Ohio EPA has made
any allegation that Libbey Glass Inc. was responsible for natural resource damages
associated with the Ottawa Site or made any demands upon Libbey Glass Inc..
	 
	4.	 	On October 10, 1995, Syracuse China Company, a wholly-owned subsidiary of Libbey Glass
Inc., acquired from The Pfaltzgraff Co. and certain of its subsidiary corporations, the
assets operated by them as Syracuse China, The Pfaltzgraff Co. and the New York State
Department of Environmental Conservation, referred to as the DEC, entered into an Order on
Consent that required Pfaltzgraff to develop a remedial action plan for and to remediate
the site. Although




 









 






	 	 	Syracuse China Company was not a party to the Order on Consent, as part of the Asset
Purchase Agreement with The Pfaltzgraff Co., referred to as the APA, Syracuse China Company
agreed to share a part of the remediation and related expense up to the lesser of 50% of
such costs or $1.35 million. The approved remedy has been implanted and Syracuse China
Company’s payment obligation under the APA has been satisfied with respect to the associated
costs has been satisfied. In addition, Syracuse China Company has been named as a
potentially responsible party by reason of its potential ownership of certain property that
adjoins its plant and that has been designated a sub-site of a superfund site. Libbey Glass
Inc. believes that any contamination of the sub-site was caused by and will be remediated by
owners of this site at no cost to Syracuse China Company or the other Loan Parties. Libbey
Glass Inc. believes that, even if Syracuse China Company were deemed to be responsible for
any expense in connection with the contamination of the Subsite, it is likely that a portion
of the expense would be paid by Pfaltzgraff pursuant to the APA. By letter dated October
31, 2008, the DEC and U.S. Environmental Protection Agency, referred to as the EPA, made a
demand upon Syracuse China Company and several other companies for recovery of approximately
$12.5 million of direct and indirect costs allegedly expended by the DEC and EPA in
connection with the clean-up of the Onondaga Lake Superfund Site. By letter dated October
30, 2009, the EPA notified Syracuse China Company and several other companies that they are
potentially responsible parties in connection with the Lower Ley Creek Subsite of the
Onondaga Lake Superfund Site. At this time it is not certain that there is a nexus between
Syracuse China Company and the Superfund Site. Under the APA, we and The Pfaltzgraff Co.
will share any costs for off-premise liability of this kind up to an aggregate of $7.5
million. Syracuse China Company has no reason to believe that the indemnification would not
be honored if it were to become necessary for us to draw upon that indemnification.




 









 











Schedule 3.14

Insurance





 











 





	 	 	 	 	 	 	 
	I. POLICY	 	INSURER/ POLICY #	 	COVERAGE	 	LIMITS/DEDUCTIBLES
	Property & Business

	 	Allianz
	 	All Risk including fire,
	 	Policy Limit: $400,000,000 Except:
	Insurance

	 	
Policy #: CLP3010579

AIG

C.N.A. 
(Continental Casualty Company)
	 	extended coverage, Boiler &
Machinery and DIC Perils. 


Coverage applies to all entities.
	 	1) $500,000,000 for Time Element

2) Flood — Sublimit $100,000,000

3) Earth Movement — Sublimit $100,000,000 Aggregate, but
Not to exceed:
    $10,000,000 in CA,
    $40,000,000 in China
4) Various Coverage Extensions are subject to Sublimits ranging from $250,000 to $25,000,000
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Deductibles:
	 

	 	 	 	 	 	All losses $250,000 combined all coverages except:
	 

	 	 	 	 	 	1) Glass Furnaces — $250,000/PD; 5 Days’ Equiv. Time
Element/Min. $500,000

2) Computer Systems-Non Physical Damage — $250,000 PD/BI; 2 Days Equivalent TE

3) Property in Transit — $100,000

4) CA Earth Movement — 5% of Values/Min $500,000

5) Named Storm Wind — 2% of Values/Min $500,000

6) Railroad Rolling Stock — $50,000






 









 






	 	 	 	 	 	 	 
	I. POLICY	 	INSURER/ POLICY #	 	COVERAGE	 	LIMITS/DEDUCTIBLES
	Public Liability 

Insurance

	 	ACE
	 	Premises operations for China
	 	Bodily injury — $200,000RMB pp, per accident
$150,000RMB — per occurrence

Property Damage: $1,5000,000RMB per occurrence
In Aggregate: $5,000,000 RMB
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Deductible: $10,000 RMB per occurrence for property damage
	 
	 	 	 	 	 	 
	Products Liability

	 	ACE
	 	Products liability for China
	 	Bodily Injury — $7,000,000 RMB limit on an occurrence basis
Deductible: $3,000.00 RMB per occurrence
	 
	 	 	 	 	 	 
	Worldwide 

Transportation

	 	Hartford Fire Ins Co.
Policy #: 45CTCPN7688
	 	Covers goods in transit between
Continental U.S. and points
outside the Continental U.S. for
which the insured has an
interest
	 	Policy Limit: $3,000,000 Any one loss disaster or casualty
$500,000 — Any one package by mail or parcel post


Deductible: $1,000 Per occurrence
	 
	 	 	 	 	 	 
	Insured Workers’

	 	Travelers Property
	 	Covers fully insured statutory
	 	Policy Limits:
	Comp.

	 	Casualty Company


Policy #: YJUB930K517709
	 	benefits such as compensation,
medical benefits and
rehabilitation costs incurred as
a result of work-related
injuries or diseases as defined
by state laws (All states except
LA, OH, WA)
	 	Workers’ Compensation — Statutory


Employers Liability — $1,000,000
	 
	 	 	 	 	 	 
	Self-Insured Excess

	 	ACE American Ins. Co.
	 	Covers self-insured benefits
	 	Policy Limit:
	Workers 

Compensation

	 	Policy #: WCUC45694070
	 	such as compensation, medical
benefits and rehabilitation
costs incurred as a result of
work-related injuries or
diseases as defined by state
laws (LA & OH)
	 	Workers’ Compensation — Statutory


Employers Liability — $1,000,000


Self-Inured Retention: $1,000,000 (LA & OH)
	General & Products

	 	ACE American Ins. Co.
	 	Covers liability for damage
	 	Policy Limit:
	Liability

	 	 	 	because of personal injury or
property damage caused by an
occurrence.
	 	$10,000,000 General Aggregate Limit

$800,000 Per Occurrence

$2,000,000 General Aggregate Per Location






 









 






	 	 	 	 	 	 	 
	I. POLICY	 	INSURER/ POLICY #	 	COVERAGE	 	LIMITS/DEDUCTIBLES
	 

	 	Policy #: PMIG23861033
	 	 	 	$800,000 Products Aggregate

$250,000 Catastrophe Mgmt. Coverage Each Occurrence (Not
subject to S.I.R.)
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Self Insured Retention: $200,000 Occurrence/
$700,000 Aggregate Indemnity and Allocated
	 
	 	 	 	 	 	 
	Business Auto —

	 	Travelers Prop Cas. Co.
	 	Covers liability arising out of
	 	Policy Limit:
	U.S.

	 	Policy#:Y810930K5177TIL09




TX: BA6609C20609CAG
	 	the ownership, maintenance or
use of Libbey Inc. vehicles in
the U.S. (doesn’t include
physical damage for owned or
leased vehicles)


Texas Auto Policy
	 	$1,000,000 — BI/PD per Occurrence

$500,000  — UM/UIM Each Accident
	 
	 	 	 	 	 	 
	Business Auto —
Canada 


Business Auto —
Canada

	 	ING Insurance Co. of Canada

Policy #: 730500294

Non fleet #: 564929547
	 	Libbey Canada Inc.
	 	$2,000,000 CAD — Per Occurrence

$2,000,000 CAD — 3rd Party Liability


$2,000,000 CAD  — Limit
	 
	 	 	 	 	 	 
	Foreign General &

	 	ACE American Ins Co
	 	Covers liability for damage
	 	Policy Limit:
	Products Liability,
Auto and Voluntary
compensation

	 	PHFD36913368
	 	because of personal injury or
property damage caused by an
occurrence outside of the U.S.,
including Excess & DIC coverage
for Royal Leerdam.
Covers Libbey Stand in Germany
	 	Voluntary Compensation -Statutory Per State/Country of Hire


General Liability — $1,000,000 per Occurrence and Aggregate


Auto: $1,000,000 — Combined limit any one accident
	 
	 	 	 	 	 	 
	Umbrella

	 	Continental
	 	Covers liability for damages
because of
	 	Total Policy Limit: $100,000,000






 









 






	 	 	 	 	 	 	 
	I. POLICY	 	INSURER/ POLICY #	 	COVERAGE	 	LIMITS/DEDUCTIBLES
	 

	 	Casualty

Policy #: L2057315977


Firemans Fund #:

SHX00091413443


Federal Insurance 79090414
	 	personal injury,
property damage or advertising
offense in excess of coverage
provided by scheduled underlying
policies
	 	$25MM first layer of coverage



$50MM part of $75MM



$25MM high excess
	 
	 	 	 	 	 	 
	Premises and
Operations Products
and Finished Works
in Mexico

	 	Chubb
	 	Premises and Operations Products
and Finished Works in Mexico. —
Please note that no coverage
applies for claims/suits outside
of Mexico Tenants Liability
Loading & Unloading Assumed
Liability
	 	Limit: $2,000,000 per Occurrence / $2,000,000 Aggregate
(U.S. Dollars) — Please note there is one aggregate shared
between Public and Products Liability
 

Deductible: 10% of loss, applicable only to Products &
Finished Works and Loading & Unloading. No deductible
applies to the rest.
	 
	 	 	 	 	 	 
	Directors &
Officers Liability


Effective:
8/1/09 — 8/1/10

	 	AIG

(National Union)


Policy # 05-505-41-74
	 	1) Pays the loss of Directors &
Officers (D&O) arising from a
claim made against the D&O for
any wrongful act.

2) Pays the loss of Libbey
arising from a securities claims
made against Libbey for a
wrongful act (Entity coverage)

3) Pays the loss of Libbey
arising from a claim made
against a D&O for any wrongful
act, but only to the extent that
Libbey has indemnified the D&O

4) Pays the loss of any D&O
serving
	 	Policy Limit: $10,000,000, Inclusive of Defense Costs


$50,000 — Crisis Fund Coverage

$250,000 — Investigative Costs coverage for derivative
demands on the board
 

Deductibles:
$0  — Non-Indemnifiable Loss
$1,000,000  — All other Loss






 









 






	 	 	 	 	 	 	 
	I. POLICY	 	INSURER/ POLICY #	 	COVERAGE	 	LIMITS/DEDUCTIBLES
	 

	 	 	 	at the direction of
Libbey on any not-for-profit
organization board or any
endorsed for profit organization
board, but only excess of any
coverage offered or
indemnification provided.	 	 
	 
	 	 	 	 	 	 
	Directors &

	 	Endurance
	 	Covers liability in excess of
	 	Policy Limit:
	Officers Liability
Excess 1


Effective: 8/1/09
— 8/1/10

	 	
Policy #: DOX10000760500
	 	primary D&O policy
	 	$10,000,000 excess $10,000,000
	 
	 	 	 	 	 	 
	Directors &

	 	Chubb
	 	Covers liability in excess of
	 	Policy Limit:
	Officers Liability
Excess 2


Effective: 8/1/09
— 8/1/10

	 	Policy #: 8210-5117
	 	primary D&O policy
	 	$10,000,000 excess $20,000,000
	 
	 	 	 	 	 	 
	Directors &

	 	Beazley
	 	Covers liability in excess of
	 	Policy Limit:
	Officers Liability
Excess
A-SIDE

Effective: 8/1/09
— 8/1/10

	 	
Policy #: V15UVC09PNDM
	 	primary D&O policy
	 	$15,000,000 excess $25,000,000
	 
	 	 	 	 	 	 
	Directors A- Side

	 	AWAC
	 	Covers liability in excess of
	 	Policy Limit:
	Coverage

Effective:
8/1/09 — 8/1/10

	 	
Policy #: 0304-8360
	 	primary D&O policy for
Independent Directors — No
coverage for Company or Officers
	 	$10,000,000 excess $40,000,000
	 
	 	 	 	 	 	 
	Directors A- Side

	 	AXIS
	 	Covers liability in excess of
	 	Policy Limit:
	 

	 	 	 	primary A-	 	 






 









 






	 	 	 	 	 	 	 
	I. POLICY	 	INSURER/ POLICY #	 	COVERAGE	 	LIMITS/DEDUCTIBLES
	Coverage

Effective:
8/1/09 — 8/1/10

	 	Policy:
 MCN719272/01/2009
	 	Side coverage for

Independent Directors
	 	$10,000,000 excess $50,000,000
	 
	 	 	 	 	 	 
	Directors A- Side

	 	Navigators
	 	Covers liability in excess of
	 	Policy Limit:
	Coverage


Effective: 

8/1/09 — 8/1/10

	 	
Policy: NY 09 DOL 631928 NV
	 	primary A-Side coverage for

Independent Directors
	 	$5,000,000 excess $60,000,000
	 
	 	 	 	 	 	 
	Directors A- Side

	 	AIG
	 	Covers liability in excess of
	 	Policy Limit:
	
Coverage
Effective:
8/1/09 — 8/1/10

	 	
Policy: 08-414-58-16
	 	primary A-Side coverage for

Independent Directors
	 	$5,000,000 excess $65,000,000
	 
	 	 	 	 	 	 
	Fiduciary Liability

	 	AIG
	 	Pays loss of an insured arising
	 	Policy Limit:
	Effective: 8/1/09
— 8/1/10

	 	(National Union)
	 	from a claim against the insured
for any actual or alleged breach
of fiduciary duty arising solely
	 	$10,000,000 Inclusive of Defense costs


Deductible:
	 

	 	Policy #:

05-505-43-30
 	 	out of the insured’s capacity as
a fiduciary as defined by ERISA.
	 	$1,000,000 Securities Claims

$500,000 All Other Claims
	 

	 	 	 	Coverage for any Voluntary
Compliance Loss.	 	 
	 
	 	 	 	 	 	 
	Fiduciary Liability
Excess Policy


Effective: 8/1/09
— 8/1/10

	 	C.N.A.
 (American Casualty
Company)

Policy #:
 287044212
	 	Covers liability for loss or
damage excess of underlying
Fiduciary Policy.
	 	Policy Limit: $10,000,000 excess $10,000,000






 









 






	 	 	 	 	 	 	 
	I. POLICY	 	INSURER/ POLICY #	 	COVERAGE	 	LIMITS/DEDUCTIBLES
	Fiduciary Liability
Excess Policy


Effective: 8/1/09
— 8/1/10

	 	AXIS


Policy #: MCN719268/01/2009
	 	Covers liability for loss or
damage excess of underlying
Fiduciary Policy.
	 	Policy Limit: $10,000,000 excess $20,000,000
	 
	 	 	 	 	 	 
	Fiduciary Liability
Excess Policy


Effective: 8/1/09
— 8/1/10

	 	Chubb

(Federal)

Policy #: 8210-5121
	 	Covers liability for loss or
damage excess of underlying
Fiduciary Policy.
	 	Policy Limit: $10,000,000 excess $30,000,000
	 
	 	 	 	 	 	 
	Fiduciary Liability
Excess Policy


Effective: 8/1/09
— 8/1/10

	 	Travelers

Policy # ECO3400386
	 	Covers liability for loss or
damage excess of underlying
Fiduciary Policy.
	 	Policy Limit: $10,000,000 excess $40,000,000
	 
	 	 	 	 	 	 
	Fiduciary Liability
Excess Policy


Effective: 8/1/09
— 8/1/10

	 	Endurance


Policy # FLX10000762000
	 	Covers liability for loss or
damage excess of underlying
Fiduciary Policy.
	 	Policy Limit: $5,000,000 excess $50,000,000
	 
	 	 	 	 	 	 
	Crime


Effective: 8/1/09
— 8/1/10

	 	Chubb


Policy#: 8210-8766
	 	Indemnifies Libbey for loss of
assets due to theft by an
employee.
	 	Policy Limit: $10,000,000


Deductible: $100,000






 









 






	 	 	 	 	 	 	 
	I. POLICY	 	INSURER/ POLICY #	 	COVERAGE	 	LIMITS/DEDUCTIBLES
	Crime Excess Policy


Effective: 8/1/09
— 8/1/10

	 	AIG

(National Union)


Policy#: 05-825-05-21
	 	Indemnifies Libbey for loss of
assets due to theft by an
employee excess of underlying
Crime Policy.
	 	Policy Limit: $5,000,000
	 
	 	 	 	 	 	 
	Special Crime

	 	AIG
	 	Insured events:
	 	Policy Limit:
	
Effective: 8/1/08
— 8/1/11

	 	
Policy #: 1063700
	 	1. Kidnapping or alleged
kidnapping of an insured person

2. Personal extortion upon the
insured person

3. Property damage extortion
upon the insured person

4. Wrongful detention of an
insured person

5. Hijacking of any aircraft,
vehicle or vessel on which
insured is traveling
	 	Ransom Monies- Annual Aggregate — $25,000,000

In-Transit/Delivery Expenses

Judgements, Settlements & Defense Cost

Death or Dismemberment — per person — $250,000

Death or Dismemberment — Per incident — $1,000,000

Recall expenses — $5,000,000

Business Interruption — Each loss & Aggregate — $5,000,000


Deductible:
	 

	 	 	 	 
	 	Kidnap & Ransom/Extortion  — None

Business Interruption — 6 Hours
	 
	 	 	 	 	 	 
	Employment
Practices Liability
Insurance


Effective: 8/1/09
— 8/1/10

	 	Travelers


Policy#:

ECO3400388
	 	Protects company from claims
resulting from wrongful acts
arising from employment
practices such as termination,
discrimination, sexual
harassment, failure to employ or
promote. 

Includes Third Party Claims.
	 	Policy Limit: $10,000,000


Deductible for any non-class action claim: $100,000

Deductible for Class Action: $250,000
	 
	 	 	 	 	 	 
	Group Travel 

Accident

	 	Hartford
	 	Provides scheduled benefits to
Officers, Salaried and Non-Union
	 	Policy Limit: $10,000,000
	 

	 	 	 	Hourly employees for accidents

while traveling	 	
Benefit Schedules: 







 











 





	 	 	 	 	 	 	 
	 	 	INSURER/	 	 	 	 
	I. POLICY	 	POLICY#	 	COVERAGE	 	LIMITS/DEDUCTIBLES
	 
	 	 	 	 	 	 
	4/30/09-4/30/12

	 	 	 	on company
business: excluding
every day travel to
and from work.
	 	1) $500,000 for all active, full time Officers
and Salaried employees with a job level over 10

2) $350,000 for all active, full time Salaried
employees with a job level between 7 and 10

3) $200,000 for all active, full time Salaried
and Non-Union Hourly employees and U.S.
employees of foreign subs. Or affiliates with
job level of 6 or less
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Deductible: None

Basis: Accidental Death or Dismemberment Schedule





Foreign Local Policies



Local coverages for B.V. Koninklijke Nederlandsche Glasfabriek Leerdam shown below:




	 	 	 	 	 	 	 	 	 
	Coverage:	 	INSURER/POLICY#	 	COVERAGE	 	LIMITS/DEDUCTIBLES
	 
	 	 	 	 	 	 
	Primary Liability —

	 	ACE
	 	Territory — World
	 	Limits: Third Party Liability:
	Claims Made 

Renewal Date: 

1/1/11

	 	 	621578804	 	 	3 Months Cancellation Requirement

Terrorism

Asbestos

Retroactive Clause
	 	€1,000,000 Bodily Injury — per
Claim
€2,000,000 Bodily Injury — Annual Aggregate
€1,000,000 Material Damage — per Claim
€2,000,000 Material Damage — Annual Aggregate
25,000 Deductible
Products Liability:
	 

	 	 	 	 	 	 	 	€1,000,000 Bodily Injury — per
Claim
€2,000,000 Bodily Injury — Annual Aggregate
€1,000,000 Material Damage — per Claim
€2,000,000 Material Damage — Annual Aggregate
















 






	 	 	 	 	 	 	 	 	 
	Coverage:	 	INSURER/POLICY#	 	COVERAGE	 	LIMITS/DEDUCTIBLES
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	25,000 Deductible 


Employer’s Liability

€1,000,000 per Claim, per
Person

€2,000,000 Annual Limit
25,000 Deductible 


Environmental Impairment
Liability

€1,000,000 per Claim

€2,000,000 Annual Limit
	 
	 	 	 	 	 	 	 	 
	WAO — Gap Insurance 
Renewal Date: 1/1/12
	 	Amersfoortse
22-0115957	 	Coverage: In case of sickness the employee receives
payment according to the disablement
act. This means for the first year
they will receive 70% of their latest
salary, even if the average minimum
wage is less then 70%. This insurance
will fill the gap.
	 	Conditions: 36 month policy term

2 month cancellation requirement
In some cases agreements have
been made between employers and
employees that the sick
employee receives 100% of the
salary last
earned. 

The second year of sickness the
maximum amount paid is 70% of
the last earned salary.
	 
	 	 	 	 	 	 	 	 
	WAO — Excess Insurance 

Renewal Date:
1/1/11

	 	Amersfoortse

22-0024307
	 	Coverage: Income in case of
disablement
Insurance is for employees with a
salary of more than €47,802
	 	Conditions: 60 month policy term
3 month cancellation requirement
Age of cancellation is 65 years
First two years are deductible
	 
	 	 	 	 	 	 	 	 
	Transit Marine Insurance 

Renewal Date:
1/1/11

	 	Meijers Pool

T101199
	 	Glass — Including Machinery &
Equipment; Raw Materials
€2,000,000


Major Exclusions: 

Terrorism
Profit commission
	 	Territory — Worldwide
Advance Premium based on total
estimated turnover 

Deductible: 900
















 






	 	 	 	 	 	 	 	 	 
	Coverage:	 	INSURER/POLICY#	 	COVERAGE	 	LIMITS/DEDUCTIBLES
	 
	 	 	 	 	 	 	 	 
	Group Accident Insurance 

Renewal Date:
2/28/13

	 	W.A. Hienfeld

525,403
	 	All employees on the payroll of the
insured not older than 70 years,
provided that they are living in the
Netherlands 

Sum Insured:
	 	3 month cancellation

Territory — Netherlands
	 

	 	 	 	 	 	€125,000 Death due to Accident

€250,000 Permanent Disablement	 	 
	 
	 	 	 	 	 	 	 	 
	Travel Insurance 

Renewal Date:
1/1/11

	 	W.A. Hienfeld

525815
	 	Coverage:

€15,000 Death, except for:

€3,000 Death, persons younger than 14

or older than 69

€60,000 Disability, except for:

€75,000 Disability, persons younger
than 14 years 

€7,500 Disability, person older than
69 years 

€Actual Cost Medical costs, except US
& Canada

€250,000 Medical costs; US & Canada


€ Actual Cost Extra costs, including
Replacement Transportation — nil
SOS Assistance

€Actual Cost Repatriation

€3,000 Theft — loss or damage to
luggage

€750 Money
	 	3 month cancellation requirement 

Territory — World
	 
	 	 	 	 	 	 	 	 
	Group Survivor’s Pension Scheme
Renewal Date:
1/1/11

	 	 Goudes

7064
	 	Group Survivor’s Pension Scheme
Every Employee has their own policy
	 	3 month cancellation requirement
	 
	 	 	 	 	 	 	 	 
	Employer’s Liability for
Drivers of Auto

	 	Meijers

251110311
	 	If an employee is involved in an
accident when driving a car for
business reasons and the loss is not
	 	2 month cancellation requirement
















 






	 	 	 	 	 	 	 	 	 
	Coverage:	 	INSURER/POLICY#	 	COVERAGE	 	LIMITS/DEDUCTIBLES
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	insured via any other coverage, the
employee can claim the losses /damages
on the employer. In the
Netherlands this type of loss is
excluded from the general liability
and third party liability on motor
vehicles.	 	 
	 
	 	 	 	 	 	 	 	 
	Group Health Care 

1/1/11

	 	CZ

1481622
	 	Every employee has its own policy	 	 






Local coverages for Portugal




	 	 	 	 	 	 	 	 	 
	Coverage:	 	INSURER/POLICY#	 	COVERAGE	 	LIMITS/DEDUCTIBLES
	 
	 	 	 	 	 	 
	Workers’ Compensation

	 	Imperio

22101672
	 	As stated by Law 100-97 (Required Coverage)
Treatments in Consequence of Accident
Death or Disablement in Consequence of Accident
Employer Gross Negligence Exclusion	 	 
	 
	 	 	 	 	 	 	 	 
	Motor Insurance

	 	Generali

10001040
	 	Required Coverage
Territory — Europe-Green Card Agreement
Persons Entitled to Drive — Any Person
	 	€50,000,000

Full Comprehensive

2% Deductible
	 
	 	 	 	 	 	 	 	 
	Primary Liability —

	 	Liberty
	 	Third Party Liability:
	 	Products Liability:
	Claims Made

	 	 	936495	 	 	€2,500,000 Bodily Injury — per claim / Annual
Aggregate

€2,500,000 Material Damage — per claim/Annual
Aggregate
10% min 1,000 Deductible
	 	€2,500,000 Bodily
Injury — per claim /Annual
Aggregate

€2,500,000 Property
Damage — per
claim/Annual Aggregate
10% min 2,500 Deductible
	 
	 	 	 	 	 	 	 	 
	Collective Accident

& Dismemberment

	 	Alico
5020000244
	 	All employees on Payroll
	 	€150,000 or €100,000 —
In case of death or
dismemberment due to
Accident






Local coverages for Mexico




	 	 	 	 	 	 	 
	COVERAGE	 	INSURER/POLICY#	 	COVERAGE	 	LIMITS/DEDUCTIBLES
	 
	 	 	 	 	 	 
	General Liability

	 	Chubb de Mexico
	 	Premises and
Operations
	 	$2,000,000 per
Occurrence/
















 






	 	 	 	 	 	 	 
	COVERAGE	 	INSURER/POLICY#	 	COVERAGE	 	LIMITS/DEDUCTIBLES
	 
	 	 	 	 	 	 
	 

	 	 	 	Products and
Finished Works in
Mexico

-Note no coverage
applies for
claims/suits
outside of Mexico
Tenants Liability 

Loading and
Unloading
Assumed Liability 


Extensions: 

Salesmen as
Additional Insureds
Contamination,
$200,000 US 

Sublimit 

Cross Liability 

Liability due to
the use of vehicles
not owned, rented
or leased by the
Insured in excess
of the primary
limits; minimum
excess levels:
	 	$2,000,000
Aggregate

-Note: There is one
aggregate shared
between Public and
Products Liability 

Deductible: 10% of
loss, applicable
only to Products &
Finished Works and
Loading &
Unloading. No
deductible for the
rest.
	 

	 	 	 	$50,000 USD for

light vehicles

-Each event limit:	 	 
	 

	 	 	 	$500,000 USD
-Annual Aggregate
limit: $1,000,000
USD 

Liquor Liability 

Damage due to
railroad spurs
within the insureds
locations	 	 



















 





Schedule 3.15

Capitalization and Subsidiaries




Part A:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Ownership by
	 	 	Jurisdiction of	 	 	 	 	 	Libbey Inc.
	Entity	 	Incorporation	 	Type of Entity	 	Direct Parent(s)	 	(Direct/Indirect)
	 
	 	 	 	 	 	 	 	 
	Libbey Glass Inc.

	 	Delaware
	 	Corporation
	 	Libbey Inc.
	 	Direct 100%
	 
	 	 	 	 	 	 	 	 
	The Drummond Glass 

Company

	 	Delaware
	 	Corporation
	 	Libbey Glass Inc.
	 	Indirect 100%
	 
	 	 	 	 	 	 	 	 
	World Tableware Inc.

	 	Delaware
	 	Corporation
	 	Libbey Glass Inc.
	 	Indirect 100%
	 
	 	 	 	 	 	 	 	 
	LGA3 Corp.

	 	Delaware
	 	Corporation
	 	Libbey Glass Inc.
	 	Indirect 100%
	 
	 	 	 	 	 	 	 	 
	LGA4 Corp.

	 	Delaware
	 	Corporation
	 	Libbey Glass Inc.
	 	Indirect 100%
	 
	 	 	 	 	 	 	 	 
	Libbey Canada Inc.

	 	Ontario, Canada
	 	Corporation
	 	Libbey Glass Inc.
	 	Indirect 100%
	 
	 	 	 	 	 	 	 	 
	Syracuse China Company

	 	Delaware
	 	Corporation
	 	Libbey Glass Inc.
	 	Indirect 100%
	 
	 	 	 	 	 	 	 	 
	Libbey.com LLC

	 	Delaware
	 	Limited Liability

Company
	 	Libbey Glass Inc.
	 	Indirect 100%
	 
	 	 	 	 	 	 	 	 
	LGFS Inc.

	 	Delaware
	 	Corporation
	 	Libbey Glass Inc.
	 	Indirect 100%
	 
	 	 	 	 	 	 	 	 
	LGAC LLC

	 	Delaware
	 	Limited Liability

Company
	 	Libbey Glass Inc.
	 	Indirect 100%
	 
	 	 	 	 	 	 	 	 
	Traex Company

	 	Delaware
	 	Corporation
	 	Libbey Glass Inc.
	 	Indirect 100%
	 
	 	 	 	 	 	 	 	 
	LGC Corp

	 	Delaware
	 	Corporation
	 	Libbey Glass Inc.
	 	Indirect 100%
	 
	 	 	 	 	 	 	 	 
	Libbey International C.V.

	 	The Netherlands
	 	Limited Partnership
	 	Libbey Glass Inc.
LGA3 Corp.
	 	Indirect 100%
	 
	 	 	 	 	 	 	 	 
	Libbey Europe B.V.

	 	The Netherlands
	 	Private Company
	 	Libbey
International C.V.
	 	Indirect 100%
	 
	 	 	 	 	 	 	 	 
	B.V. Koninklijke
Nederlandsche
Glasfabriek Leerdam

	 	The Netherlands
	 	Private Company
	 	Libbey Europe B.V.
	 	Indirect 100%
	 
	 	 	 	 	 	 	 	 
	Libbey Europe Finance
Company B.V.

	 	The Netherlands
	 	Private Company
	 	Libbey
International C.V.
	 	Indirect 100%
	 
	 	 	 	 	 	 	 	 
	Libbey Mexico Holdings
B.V.

	 	The Netherlands
	 	Private Company
	 	Libbey Europe B.V.
	 	Indirect 100%
	 
	 	 	 	 	 	 	 	 
	Crisa Libbey Comercial,
S. de R.L. de C.V.

	 	Mexico
	 	Limited Liability

Company
	 	Libbey Mexico
Holdings B.V. 

B.V. Koninklijke
	 	Indirect 100%
	 
	 	 	 	 	 	 	 	 
	Crisa Libbey Holding, S
de R.L. de C.V.

	 	Mexico
	 	Limited Liability

Company
	 	Crisa Libbey
Commercial 

Libbey Europe B.V.
	 	Indirect 100%
	 
	 	 	 	 	 	 	 	 
	Crisa Libbey Mexico, S

	 	Mexico
	 	Limited Liability
	 	Crisa Libbey Holding
	 	Indirect 100%






 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Ownership by
	 	 	Jurisdiction of	 	 	 	 	 	Libbey Inc.
	Entity	 	Incorporation	 	Type of Entity	 	Direct Parent(s)	 	(Direct/Indirect)
	 
	 	 	 	 	 	 	 	 
	de R.L. de C.V.

	 	 	 	Company
	 	Libbey Europe B.V.	 	 
	 
	 	 	 	 	 	 	 	 
	Crisa Libbey S.A. de C.V.

	 	Mexico
	 	Corporation
	 	LGA4 Corp. 

LGA3 Corp.
	 	Indirect 100%
	 
	 	 	 	 	 	 	 	 
	Crisa Industrial LLC

	 	Delaware
	 	Limited Liability

Company
	 	LGA4 Corp. 

LGA3 Corp.
	 	Indirect 100%
	 
	 	 	 	 	 	 	 	 
	Crisal Cristalaria
Automática, S.A.

	 	Portugal
	 	Corporation
	 	Libbey Europe B.V.
	 	Indirect 100%
	 
	 	 	 	 	 	 	 	 
	Libbey Asia Limited

	 	Hong Kong
	 	Private Company
	 	Libbey Glass Inc.
	 	Indirect 100%
	 
	 	 	 	 	 	 	 	 
	Libbey Glassware (China)
Co., Ltd.

	 	China
	 	Wholly Owned

Foreign Entity
	 	Libbey Asia Limited
	 	Indirect 100%
	 
	 	 	 	 	 	 	 	 
	Libbey Trading (Beijing)
Co., Ltd.

	 	China
	 	Wholly Owned

Foreign Entity
	 	Libbey Asia Limited
	 	Indirect 100%
	 
	 	 	 	 	 	 	 	 
	Printglass Transformacao
de Vidro LDA

	 	Portugal
	 	Limited Liability

Company
	 	Crisal Cristalaria
Automatica, S.A.
Libbey Europe B.V.
	 	Indirect 19%






Part B:



1.




	 	 	 
	Borrower	 	Authorized Equity Interests
	 
	 	 
	Libbey Inc.

	 	50,000,000 shares of common stock
5,000,000 shares of preferred stock
	 
	 	 
	Libbey Glass Inc.

	 	1,000 shares of common stock
	 
	 	 
	The Drummond Glass Company

	 	1,000 shares of common stock
	 
	 	 
	World Tableware Inc.

	 	1,000 shares of common stock
	 
	 	 
	LGC Corp.

	 	1,000 shares of common stock
	 
	 	 
	LGA4 Corp.

	 	1,000 shares of common stock
	 
	 	 
	Syracuse China Company

	 	1,000 shares of common stock
	 
	 	 
	Traex Company

	 	1,000 shares of common stock
	 
	 	 
	LGFS Inc.

	 	1,000 shares of common stock
	 
	 	 
	LGA3 Corp.

	 	1,000 shares of common stock
	 
	 	 
	Liberty Canada Inc.

	 	unlimited number of shares of common
stock
unlimited number of shares of preferred
stock
	 
	 	 
	Libbey Europe B.V.

	 	21,000 shares of common stock
	 
	 	 
	B.V. Koninklijke Nederlandsche
Glasfabriek Leerdam

	 	4,100 shares of common stock
	 
	 	 
	Libbey Europe Finance Company
B.V.

	 	900 shares of common stock






 









 






	 	 	 
	Borrower	 	Authorized Equity Interests
	 
	 	 
	Libbey Mexico Holdings B.V.

	 	900 shares of common stock






 









 






Schedule 6.01

Existing Indebtedness

at February 8, 2010





	1.	 	Loan from Libbey Glass Inc. to Libbey Europe B.V. in the amount of $10,084,025.
	 
	2.	 	Loan from Libbey Glass Inc. to Libbey Glassware (China) Co. Ltd. of $3,000,000.
	 
	3.	 	Loan from Libbey Europe B.V. to Crisal Cristalaria Automatica S.A. of $12,974,897.
	 
	4.	 	Loan from Libbey Europe B.V. to Libbey Europe Finance Company B.V. of $13,599.
	 
	5.	 	Loan from Libbey Europe B.V. to Libbey Mexico Holdings B.V. of $15,978,585.
	 
	6.	 	Loan from Libbey Europe B.V. to B.V. Koninklijke Nederlandsche Glasfabriek Leerdam
of $23,171,130.
	 
	7.	 	Loan from Libbey International C.V. to Libbey Europe B.V. of $48,662,064.
	 
	8.	 	Loan from Libbey International C.V. to Libbey Europe B.V. of $46,094,596.
	 
	9.	 	Loan from Libbey Mexico Holdings B.V. to Crisa Libbey Comercial, S. de R.L. de C.V. of
$50,268,221.
	 
	10.	 	Loan from Crisa Libbey Comercial, S. de R.L. de C.V. to Crisa Libbey Holding, S. de R.L. de
C.V. of $3,834,571.
	 
	11.	 	Loan from Crisa Libbey Comercial, S. de R.L. de C.V. to Crisa Libbey Mexico, S. de R.L. de
C.V. of $45,342,021.
	 
	12.	 	Loan from Crisa Libbey Mexico, S. de R.L. de C.V. to Crisa Libbey Holding, S. de R.L. de C.V.
of $8,800,000.
	 
	13.	 	Loan from Libbey Glass Inc. to Libbey Asia Limited of $25,408,000.
	 
	14.	 	Indebtedness of Libbey Glass Inc. in respect of the promissory note issued in connection with
the purchase of the warehouse facility located in Laredo, Texas of approximately $1,477,038 at
February 8, 2010.
	 
	15.	 	Indebtedness of Libbey Glassware (China) Co., Ltd. in respect of the RMB loan contract dated
January 23, 2006 between Libbey Glassware (China) Co., Ltd. and China Construction Bank
Corporation (CCB). The original 250 million RMB loan amount has the approximate US equivalent
of $36,675,000 at February 8, 2010 (and any related Guarantees by Libbey Inc. of such
Indebtedness).
	 
	16.	 	Indebtedness of Libbey Glassware (China) Co. Ltd. in respect of the March 2007 RMB working
capital loan contract between Libbey Glassware (China) Co., Ltd. and China Construction Bank
Corporation (CCB). The original 50 million RMB loan amount has the approximate US equivalent
of $7,335,000 at February 8, 2010 (and any related Guarantees by Libbey Inc. of such
Indebtedness).




 









 












	17.	 	Indebtedness in respect of trade receivables due Libbey Glass Inc. from Libbey Glassware
(China) Co., Ltd. of approximately $18,667,472 at February 8, 2010.
	 
	18.	 	Guarantees by Libbey Inc. in respect of certain obligations under: (a) the Amended and
Restated Agreement for Provision of Electrical Power Generation Capacity and Associated
Electrical Energy, dated December 15, 1999, between Vitro Corporativo, S.A. de C.V., Enron
Energía Industrial de Mexico, S. de R.L. de C.V., and the capacity users named therein; (b)
the Electric Energy Supply Agreement, dated March 28, 2003, between Iberdrola Energía
Monterrey, S.A. de C.V., Vitrocrisa and Vidriera Monterrey, S.A. de C.V. and (c) the Lease
Agreement, dated February 17, 2004, between Constructora de Naves Industriales, S.A. de C.V.,
as lessor, and Fomento Inmobiliario y de la Construcción, S.A. de C.V., as lessee, in respect
of the plant, warehouse (47,288 sq. meters), distribution center and offices located the land
located at Av. San Nicolas No. 2121, Colonia Primero de Mayo, Monterrey, State of Nuevo Leon,
Mexico.
	 
	19.	 	Obligations of Libbey Inc. under Guaranty dated as of July ___, 2005 pursuant to which Libbey
Inc. has guaranteed to FR Caddo Parish LLC and its successors and assigns the obligations of
Libbey Glass Inc. under the Sublease dated July ___, 2005 with respect to the property located
at 5001 Greenwood Road, Shreveport, LA 71009.
	 
	20.	 	Obligations of Libbey Inc. under Corporate Guaranty of Tenant’s Obligations under Lease dated
May 13, 1998, pursuant to which Libbey Inc. has guaranteed the obligations of World Tableware
Inc. under the Lease dated May 13, 1998 between West Chicago Industrial, Ltd. and World
Tableware Inc., as amended.




 









 











Schedule 6.02

Existing Liens





	1.	 	Liens on property of Crisal Cristalaria Automática, S.A. in respect of Indebtedness Incurred
by it and outstanding as of the date of this Agreement.






	2.	 	Liens on the real property, improvements, fixtures and equipment located at 1600 Justo Penn
Road, Laredo, TX 78041 in respect of the Indebtedness described in Item 14 on Schedule 6.01.






	3.	 	Liens on property of Libbey Glassware (China) Co., Ltd. securing the Indebtedness of Libbey
Glassware (China) Co., Ltd. in respect of the Indebtedness described in Items 15 and 16 on
Schedule 6.01.






 












 






	I.	 	LIBBEY, INC.





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILING  NO. &	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	COLLATERAL
	Libbey Inc.

	 	Bank Financial F.S.B.
	 	Delaware
	 	 50971045


3/30/2005
	 	Various computer equipment (together
with all repairs, accessions,
accessories, and replacements) pursuant
to Equipment Schedule Seven to Master
Lease No. 186392; Amended to include
items listed in Exhibit A of 53375525
	 
	 	 	 	 	 	 	 	 
	Libbey Inc.

	 	Air Liquide Industrial US LP
	 	Delaware
	 	 51963389


6/27/2005
	 	Vertical Vessel 11000 Gallon Serial #A129
	 
	 	 	 	 	 	 	 	 
	Libbey Inc.

	 	General Electric Capital Corporation
	 	Delaware
	 	 52980028

 9/27/2005
	 	Various computer equipment (together
with all repairs, accessions,
accessories, and replacements) pursuant
to Equipment Schedule Eight to Master
Lease No. 186392; Amended to include
items listed in Exhibit A of 61586767
	 
	 	 	 	 	 	 	 	 
	Libbey Inc.

	 	National City Vendor Finance, LLC
	 	Delaware
	 	 61103134

 4/3/2006
	 	Various computer equipment (together
with all repairs, accessions,
accessories, and replacements) pursuant
to Equipment Schedule Nine to Master
Lease 186392; Amended to specify
equipment, quantities and serial numbers
for Equipment Schedule Nine to Master
Lease 186392
	 
	 	 	 	 	 	 	 	 
	Libbey Inc.

	 	National City Commercial Capital

Company, LLC
	 	Delaware
	 	 63796729

 10/31/06
	 	Various computer equipment (together
with all repairs, accessions,
accessories, and replacements) pursuant
to Equipment Schedule Ten to Master
Lease 186392; Amended to specify
equipment, quantities and serial numbers
for Equipment Schedule Ten to Master
Lease 186392
	 
	 	 	 	 	 	 	 	 
	Libbey Inc.

	 	National City Commercial Capital

Company, LLC
	 	Delaware
	 	 2007 1728301

 5/8/07
	 	Various computer equipment (together
with all repairs, accessions,
accessories, and replacements) pursuant
to Equipment Schedule Eleven to Master
Lease 186392; Amended to specify
equipment, quantities and serial numbers
for Equipment Schedule Eleven to Master
Lease 186392
	 
	 	 	 	 	 	 	 	 
	Libbey Inc.

	 	CSI Leasing, Inc.
	 	Delaware
	 	 2007 3833117


10/11/07
	 	Various computer equipment (together
with all repairs, accessions,
accessories, and replacements) pursuant
to Equipment Schedule Thirteen to Master
Lease 186392; Amended to specify
equipment and serial numbers pursuant
tot Equipment Schedule Thirteen to
Master Lease 186392
	 
	 	 	 	 	 	 	 	 
	Libbey Inc.

	 	De Lage Landen Financial Services, Inc.
	 	Delaware
	 	 2008 0578516


2/15/08
	 	Various computer equipment (together
with all repairs, accessions,
accessories, and replacements) pursuant
to Equipment Schedule Fourteen to Master
Lease 186392; Amended to specify
equipment and serial numbers pursuant
tot Equipment Schedule Fourteen to
Master Lease 186392
	 
	 	 	 	 	 	 	 	 
	Libbey Inc.

	 	OFC Capital Corporation
	 	Delaware
	 	 2008 1429446


4/24/08
	 	Various computer equipment (together
with all repairs, accessions,
accessories, and replacements) pursuant
to Equipment Schedule Fifteen to Master
Lease 186392; Amended to specify
equipment and serial numbers pursuant
tot Equipment Schedule Fifteen to Master
Lease 186392
	 
	 	 	 	 	 	 	 	 
	Libbey Inc.

	 	OFC Capital Corporation
	 	Delaware
	 	 2008 3453717
	 	Various computer equipment (together
with all repairs, accessions,
accessories, and replacements) pursuant
to Equipment Schedule Sixteen to






 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILING  NO. &	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	COLLATERAL
	 

	 	 	 	 	 	10/14/08
	 	Master
Lease 186392; Amended to specify
equipment and serial numbers pursuant
tot Equipment Schedule Sixteen to Master
Lease 186392
	 
	 	 	 	 	 	 	 	 
	Libbey Inc.

	 	Toyota Motor Credit Corporation
	 	Delaware
	 	 2008 3503065


10/10/08
	 	Leased equipment
	 
	 	 	 	 	 	 	 	 
	Libbey Inc.

	 	Toyota Motor Credit Corporation
	 	Delaware
	 	 2008 3503115


10/10/08
	 	Leased equipment
	 
	 	 	 	 	 	 	 	 
	Libbey Inc.

	 	Toyota Motor Credit Corporation
	 	Delaware
	 	 2008 3503123


10/10/08
	 	Leased equipment
	 
	 	 	 	 	 	 	 	 
	Libbey Inc.

	 	Toyota Motor Credit Corporation
	 	Delaware
	 	 2008 3503222


10/10/08
	 	Leased equipment
	 
	 	 	 	 	 	 	 	 
	Libbey Inc.

	 	Toyota Motor Credit Corporation
	 	Delaware
	 	 2008 3503339


10/10/08
	 	Leased equipment
	 
	 	 	 	 	 	 	 	 
	Libbey Inc.

	 	Toyota Motor Credit Corporation
	 	Delaware
	 	 2008 3503404


10/10/08
	 	Leased equipment
	 
	 	 	 	 	 	 	 	 
	Libbey Inc.

	 	Toyota Motor Credit Corporation
	 	Delaware
	 	 2009 3939656


12/9/09
	 	Leased equipment






II. LIBBEY GLASS, INC.




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILING  NO. &	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	COLLATERAL
	Libbey Glass, Inc.

	 	General Electric Capital Corporation
	 	Delaware
	 	 52980028


9/27/2005
	 	Various computer equipment (together with all
repairs, accessions, accessories, and replacements)
pursuant to Equipment Schedule Eight to Master Lease
No. 186392; Amended to include items listed in
Exhibit A of 61586767
	 
	 	 	 	 	 	 	 	 
	Libbey Glass, Inc.

	 	Bank Financial F.S.B.
	 	Delaware
	 	 53375475


10/25/2005
	 	Various computer equipment (together with all
repairs, accessions, accessories, and replacements)
pursuant to Equipment Schedule Seven to Master Lease
No. 186392 as amended to include items listed in
Exhibit A of this Filing






 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILING  NO. &	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	COLLATERAL
	Libbey Glass, Inc.

	 	National City Vendor Finance, LLC
	 	Delaware
	 	 61103134


4/3/2006
	 	Various computer equipment (together with all
repairs, accessions, accessories, and replacements)
pursuant to Equipment Schedule Nine to Master Lease
186392
	 
	 	 	 	 	 	 	 	 
	Libbey Glass, Inc.

	 	IBM Credit LLC
	 	Delaware
	 	 62198265
	 	Leased equipment
	 
	 	 	 	 	 	 	 	 
	Libbey Glass, Inc.

	 	IBM Credit LLC
	 	Delaware
	 	 62223279
	 	Leased equipment
	 
	 	 	 	 	 	 	 	 
	Libbey Glass, Inc.

	 	The Huntington National Bank
	 	Delaware
	 	 62513026


7/20/06
	 	Leased equipment
	 
	 	 	 	 	 	 	 	 
	Libbey Glass, Inc.

	 	xpedix, a division of International
Paper Company, a New York Corporation
	 	Delaware
	 	 64120796


11/27/06
	 	All packaging materials, including but not limited
to: stretch film & shrink of various sizes & types
	 
	 	 	 	 	 	 	 	 
	Libbey Glass Inc.

	 	Air Liquide Industrial US LP
	 	Delaware
	 	 2007 2677416


7/16/07
	 	An oxygen supply system, located at Libbey Glass,

4302 Jewella Rd, Shreveport, LA
	 
	 	 	 	 	 	 	 	 
	Libbey Glass Inc.

	 	National City Commercial Capital

Company, LLC
	 	Delaware
	 	 2007 2941754


8/2/07
	 	Leased equipment. Assigned and amended to specify
equipment, quantities and serial numbers for
Equipment Schedule No. Twelve to Master Lease
186392.
	 
	 	 	 	 	 	 	 	 
	Libbey Glass Inc.

	 	IBM Credit LLC
	 	Delaware
	 	 2007 4759600


12/17/07
	 	Leased equipment
	 
	 	 	 	 	 	 	 	 
	Libbey Glass Inc.

	 	DE Lage Landen Financial Services, Inc.
	 	Delaware
	 	 2008 0578524


2/15/08
	 	Various leased equipment pursuant to Equipment
Schedule Fourteen to Master lease 186392; Amended to
specify equipment and serial numbers pursuant to
equipment Schedule Fourteen to Master Lease No.
186392
	 
	 	 	 	 	 	 	 	 
	Libbey Glass Inc.

	 	OFC Capital Corporation
	 	Delaware
	 	 2008 1375797


4/21/08
	 	Various leased computer equipment pursuant to
Equipment Schedule Fifteen to Master lease 186392;
Amended to specify equipment and serial numbers
pursuant to equipment Schedule Fifteen to Master
Lease No. 186392
	 
	 	 	 	 	 	 	 	 
	Libbey Glass Inc.

	 	IBM Credit LLC
	 	Delaware
	 	 2008 1856721


5/30/08
	 	Leased equipment
	 
	 	 	 	 	 	 	 	 
	Libbey Glass Inc.

	 	IBM Credit LLC
	 	Delaware
	 	 2008 1877412


6/2/08
	 	Leased equipment






 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILING  NO. &	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	COLLATERAL
	Libbey Glass Inc.

	 	OFC Capital Corporation
	 	Delaware
	 	 2008 3453550
10/14/08
	 	Various leased computer equipment pursuant to
Equipment Schedule Sixteen to Master lease 186392;
Amended to specify equipment and serial numbers
pursuant to equipment Schedule Sixteen to Master
Lease No. 186392
	 
	 	 	 	 	 	 	 	 
	Libbey Glass Inc.

	 	Air Liquide Industrial U.S. LP
	 	Delaware
	 	 2009 0868544


3/18/09
	 	Leased equipment
	 
	 	 	 	 	 	 	 	 
	Libbey Glass Inc.

	 	IBM Credit LLC
	 	Delaware
	 	 5408437


12/28/05
	 	Leased equipment and related software
	 
	 	 	 	 	 	 	 	 
	Libbey Glass Inc.

	 	Banc of America Leasing & Capital, LLC
	 	Ohio
	 	 OH00118353896


8/20/07
	 	Leased equipment pursuant to contract 002-2295448-000
	 
	 	 	 	 	 	 	 	 
	Libbey Glass Inc.

	 	Banc of America Leasing & Capital, LLC
	 	Ohio
	 	 OH00121800466


12/7/07
	 	Leased equipment pursuant to contract 002-3009095-000






III. THE DRUMMOND GLASS COMPANY



None.




IV. SYRACUSE CHINA COMPANY



None.




V. WORLD TABLEWARE, INC.



None.




VI. TRAEX COMPANY




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILING  NO. &	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	COLLATERAL
	Traex Company

	 	Wisconsin Power and Light Company
	 	Wisconsin
	 	070017128827


1/14/07
	 	90-ton Water Chilled Cooler and attached piping
	 
	 	 	 	 	 	 	 	 
	Traex Company

	 	General Electric Capital Corporation
	 	Wisconsin
	 	20009691025


5/15/2002
	 	Milacron model: MM725-179 plastic injection
molding machine S/N: H44A0100004 and Milacron
model: MM725-116 plastic injection molding
machine S/N: H44A0100002; Amended to change
the address of the Debtor; Continuation filed
1/30/07






 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FILING  NO. &	 	 
	DEBTOR	 	SECURED PARTY	 	JURISDICTION	 	DATE	 	COLLATERAL
	Traex Company

	 	General Electric Capital Corporation
	 	Delaware
	 	20070379908


1/30/07
	 	Leased equipment.






VII. LGC CORP.



None.




VIII. LGFS INC.



None.




IX. LGA3 CORP.



None.




X. LGA4 CORP.



None.




XI. LGAC LLC



None.




XII. LIBBEY.COM LLC



None.





 











 





Schedule 6.04

Existing Investments





	1.	 	The Indebtedness described in #’s 1 through 14 and Guarantees by Libbey Inc. of the
Indebtedness relating to 15 and 16 on Schedule 6.01.
	 
	2.	 	Investments in Printglass-Transformacao de Vidro LDA by Crisal-Cristataria Automatica, S.A.
representing approximately 19% of the outstanding sociedade por quotas of
Printglass-Transformacao de Vidro LDA.
	 
	3.	 	All equity investments in direct and indirect Subsidiaries of the U.S. Borrower, as of the
date of this Agreement, as depicted in the organization chart below.
















 









 








Schedule 6.10

Existing Restrictions





	1.	 	Provisions contained in the mortgage/deed of trust and assignment of leases and rents
securing the Indebtedness described in Item 14 of Schedule 6.01, to the extent that such
provisions purport to limit the ability of Libbey Glass Inc. to create or incur liens on the
real property, fixtures and equipment located at Laredo, Texas warehouse encumbered by those
documents.
	 
	2.	 	Provisions of documents evidencing or securing the Indebtedness described in Items 15 and 16
of Schedule 6.01 to the extent that such provisions purport to:






	 	a.	 	Require Libbey Glassware (China) Co., Ltd. to obtain the applicable lender’s
consent before granting any security interest to any third party if doing so may affect
Libbey Glassware (China) Co., Ltd.’s repayment capability under the loan contract;
	 
	 	b.	 	Trigger a default or event of default under the loan contract if Libbey Inc.,
the guarantor, provides a lien in excess of its capacity to guarantee the obligations
under the loan contract; or
	 
	 	c.	 	Limit the ability of Libbey Glassware (China) Co., Ltd. to create, incur or
permit to exist any lien on Libbey Glassware (China) Co., Ltd.’s property.






	3.	 	Provisions in the documents evidencing Indebtedness of Crisal-Cristalaria Automática, S.A. to
Banco Espírito Santo, S.a. in existence as of the date of this Agreement, to the extent such
provisions purport to limit the ability of Crisal-Cristalaria Automática, S.A to create,
incur or permit to exist any lien on the real property, improvements and equipment of
Crisal-Cristalaria Automática, S.A.




 









 











EXHIBIT A




FORM OF

ASSIGNMENT AND ASSUMPTION AGREEMENT




     This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the
Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the
“Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used
but not defined herein shall have the meanings given to them in the Credit Agreement identified
below (as amended, supplemented or otherwise modified, the “Credit Agreement”), receipt of
a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set
forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made
a part of this Assignment and Assumption as if set forth herein in full.



     For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the
Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s
rights and obligations in its capacity as a Lender under the Credit Agreement and any other
documents or instruments delivered pursuant thereto to the extent related to the amount and
percentage interest identified below of all of such outstanding rights and obligations of the
Assignor under the respective facilities identified below (including any letters of credit,
guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be
assigned under applicable law, all claims, suits, causes of action and any other right of the
Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under
or in connection with the Credit Agreement, any other documents or instruments delivered pursuant
thereto or the loan transactions governed thereby or in any way based on or related to any of the
foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all
other claims at law or in equity related to the rights and obligations sold and assigned pursuant
to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii)
above being referred to herein collectively as the “Assigned Interest”). Such sale and
assignment is without recourse to the Assignor and, except as expressly provided in this Assignment
and Assumption, without representation or warranty by the Assignor.




	 	 	 	 	 	 
	 	1.

	 	Assignor:
	 	                                        
	 
	 	 	 	 
	 	2.

	 	Assignee:
	 	                                        

[and is an Affiliate/Approved Fund of [identify Lender]]
	 
	 	 	 	 
	 	3.

	 	Borrower(s):
	 	                                        
	 
	 	 	 	 
	 	4.

	 	Administrative Agent(s):
	 	
                    
                    , as the administrative agents
under the Credit Agreement
	 
	 	 	 	 
	 	5.

	 	Credit Agreement:
	 	The Amended and Restated Credit Agreement dated as of
February 8, 2010 among Libbey Glass Inc. and Libbey Europe B.V., as Borrowers, Libbey
Inc., as a Loan Guarantor, the Lenders parties thereto, JPMorgan Chase Bank, N.A., as
Administrative Agent with respect to the US Loans, J.P. Morgan Europe Limited, as
Administrative Agent with respect to the Netherlands Loans, and the other agents
parties thereto






 









 






	 	 	 	 	 	 
	 	6.

	 	Assigned Interest:	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Aggregate Amount of	 	Amount of	 	 
	 	 	Commitment/Loans for	 	Commitment/Loans 	 	Percentage Assigned of
	Facility Assigned	 	 all Lenders	 	Assigned	 	 Commitment/Loans
	 
	 	$	 	 	 	$	 	 	 	 	                    	%
	 
	 	$	 	 	 	$	 	 	 	 	                    	%
	 
	 	$	 	 	 	$	 	 	 	 	                    	%





Effective Date:                           , 20      [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL
BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]



The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire
in which the Assignee designates on or more credit contacts to whom all syndicate-level information
(which may contain material non-public information about the Company, the Loan Parties and their
Affiliates or their respective securities) will be made available and who may receive such information in
accordance with the Assignee’s compliance procedures and applicable laws, including Federal and
state securities laws.



The terms set forth in this Assignment and Assumption are hereby agreed to:




	 	 	 	 	 
	 	ASSIGNOR



[NAME OF ASSIGNOR]

 	 
	 	By:  	
 	 
	 	 	Title: 	 
	 	 	 	 
	 
	 	ASSIGNEE



[NAME OF ASSIGNEE]

 	 
	 	By:  	
 	 
	 	 	Title: 	 
	 	 	 	 
	 



	 	 	 	 	 
	Consented to and Accepted:




JPMORGAN CHASE BANK, N.A., as an

Administrative Agent

 	 	 
	By  	
 	 	 
	 	Title: 	 	 
	 	 	 	 



-2-









 






	 	 	 	 	 



	 	 	 	 	 
	J.P. MORGAN EUROPE LIMITED, as an

Administrative Agent

 	 	 
	By  	
 	 	 
	 	Title: 	 	 
	 	 	 	 
	 
	Consented to:



[LIBBEY GLASS, INC., as

Borrower Representative

 	 	 
	By  	
 	 	 
	 	Title:] 	 	 
	 	 	 	 
	 
	[ISSUING BANK]

 	 	 
	By:  	
 	 	 
	 	Title: 	 	 
	 	 	 	 



-3-









 






	 	 	 	 	 



ANNEX 1




STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION




          1. Representations and Warranties.




          1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any
lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the Credit Agreement or any
other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of any Borrower, any of their Subsidiaries or Affiliates or any other Person obligated in
respect of any Loan Document or (iv) the performance or observance by any Borrower, any of its
Subsidiaries or Affiliates or any other Person of any of their respective obligations under any
Loan Document.




          1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power
and authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement
that are required to be satisfied by it in order to acquire the Assigned Interest and become a
Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit
Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the
obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together
with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as
applicable, and such other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Assignment and Assumption and to purchase the
Assigned Interest on the basis of which it has made such analysis and decision independently and
without reliance on the Administrative Agent or any other Lender, and (v) if it is a Foreign
Lender, attached to the Assignment and Assumption is any documentation required to be delivered by
it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and
(b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the
Assignor or any other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action
under the Loan Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Loan Documents are required to be performed by it as a
Lender.




          2. Payments. From and after the Effective Date, the Administrative Agent shall make
all payments in respect of the Assigned Interest (including payments of principal, interest, fees
and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective
Date and to the Assignee for amounts which have accrued from and after the Effective Date.




          3. General Provisions. This Assignment and Assumption shall be binding upon, and
inure to the benefit of, the parties hereto and their respective successors and assigns. This
Assignment and Assumption may be executed in any number of counterparts, which together shall
constitute one instrument. Delivery of an executed counterpart of a signature page of this
Assignment and Assumption by facsimile shall be effective as delivery of a manually executed
counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed
by, and construed in accordance with, the law of the State of New York.









-4- 









 








EXHIBIT B




[RESERVED]





 











 





EXHIBIT C




FORM OF

US BORROWING BASE CERTIFICATE




	 	 	 	 	 	 	 
	BORROWING BASE REPORT
	 	 	 	 	 	 	Rpt #
	Obligor Number:	 	 	 	 	 	Date:
	Loan Number:	 	 	 	 	 	Period Covered:                    to                    
	COLLATERAL CATEGORY	 	A/R	 	Inventory	 	TOTAL
	Description
	 	 	 	 	 	 
	1 Beginning Balance (Previous report — Line 8)
	 	 	 	 	 	 
	2 Additions to Collateral (Gross Sales or Purchases)
	 	 	 	 	 	 
	3 Other Additions (Add back any non-A/R cash in
line 3
	 	 	 	 	 	 
	4 Deductions to Collateral (Cash Received)
	 	 	 	 	 	 
	5 Deductions to Collateral (Discounts, other)
	 	 	 	 	 	 
	6 Deductions to Collateral (Credit Memos, all)
	 	 	 	 	 	 
	7 Other non-cash credits to A/R
	 	 	 	 	 	 
	8 Total Ending Collateral Balance
	 	 	 	 	 	 
	9 Less Ineligible — Past Due
	 	 	 	 	 	 
	10 Less Ineligible  — Cross-age (___%)
	 	 	 	 	 	 
	11 Less Ineligible — Foreign
	 	 	 	 	 	 
	12 Less Ineligible — Contra
	 	 	 	 	 	 
	13 Less Ineligible — Other (attached schedule)
	 	 	 	 	 	 
	14 Total Ineligibles — Accounts Receivable
	 	 	 	 	 	 
	15 Less Ineligible — Inventory Slow-moving
	 	 	 	 	 	 
	16 Less Ineligible — Inventory Offsite not covered
	 	 	 	 	 	 
	17 Less Ineligible — Inventory WIP
	 	 	 	 	 	 
	18 Less Ineligible — Consigned
	 	 	 	 	 	 
	19 Less Ineligible — Other (attached schedule)
	 	 	 	 	 	 
	20 Total Ineligibles Inventory
	 	 	 	 	 	 
	21 Total Eligible Collateral
	 	 	 	 	 	 
	22 Advance Rate Percentage
	 	 	 	 	 	 
	23 Net Available — Borrowing Base Value
	 	 	 	 	 	 
	24 Reserves
	 	 	 	 	 	 
	25 Total Borrowing Base Value
	 	 	 	 	 	 
	26 CAPS/Loan Limits

	 	 	 	 	 	Total CAPS/Loan Line
	27 Maximum Borrowing Limit (Lesser of 25. or 26.)*

	 	 	 	 	 	Total Available
	 
	 	 	 	 	 	 
	LOAN STATUS
	 	 	 	 	 	 
	28 Previous Loan Balance (Previous Report Line 31)
	 	 	 	 	 	 
	29 Less: A. Net Collections (Same as line 4)

	 	 	 	 	 	 
	
B. Adjustments/Other                     
	 	 	 	 	 	 
	30 Add: A. Request for Funds

	 	 	 	 	 	 
	
B. Adjustments/Other                     
	 	 	 	 	 	 
	31 New Loan Balance
	 	 	 	 	 	 
	32 Letter of Credit/BA’s outstanding
	 	 	 	 	 	 
	33 Availability Not Borrowed (Lines 27 less 31 & 32)
	 	 	 	 	 	 
	34 OVERALL EXPOSURE (line 31)
	 	 	 	 	 	 





Pursuant to, and in accordance with, the terms and provisions of that certain Amended and Restated Credit Agreement
(as modified, supplemented or otherwise modified, the “Agreement”), among JPMorgan Chase Bank, N.A., as
administrative agent for the Lenders with respect to US Loans, J.P. Morgan Europe Limited, as administrative agent
for the Lenders with respect to the Netherlands Loans, the Loan Parties party thereto, and Libbey Glass Inc.
(“Borrower Representative”) and Libbey Europe B.V., Borrower Representative is executing and delivering to
Administrative Agent this Collateral Report accompanied by supporting data (collectively referred to as the
“Report”). Borrower Representative represents and warrants to Administrative Agent that this Report is true and
correct, and is based on information contained in its own financial accounting records. Borrower Representative, by
the execution of this Report, hereby ratifies, confirms and affirms all of the terms, conditions and provisions of
the Agreement, and further certifies on this                      day of                                         , 20___, that it is in compliance with
said Agreement.




			
	 	 	 
	BORROWER REPRESENTATIVE’S NAME:
	 	AUTHORIZED SIGNATURE:
	Libbey Glass Inc.	 	 






 









 






EXHIBIT D




FORM OF

NETHERLANDS BORROWING BASE CERTIFICATE




	 	 	 	 	 	 	 
	BORROWING BASE REPORT
	 	 	 	 	 	 	Rpt #
	Obligor Number:	 	 	 	 	 	Date:
	Loan Number:	 	 	 	 	 	Period Covered:
                    
to
                    
	COLLATERAL CATEGORY	 	A/R	 	Inventory	 	TOTAL
	Description
	 	 	 	 	 	 
	1 Beginning Balance (Previous report — Line 8)
	 	 	 	 	 	 
	2 Additions to Collateral (Gross Sales or Purchases)
	 	 	 	 	 	 
	3 Other Additions (Add back any non-A/R cash in
line 3
	 	 	 	 	 	 
	4 Deductions to Collateral (Cash Received)
	 	 	 	 	 	 
	5 Deductions to Collateral (Discounts, other)
	 	 	 	 	 	 
	6 Deductions to Collateral (Credit Memos, all)
	 	 	 	 	 	 
	7 Other non-cash credits to A/R
	 	 	 	 	 	 
	8 Total Ending Collateral Balance
	 	 	 	 	 	 
	9 Less Ineligible — Past Due
	 	 	 	 	 	 
	10 Less Ineligible  — Cross-age (___%)
	 	 	 	 	 	 
	11 Less Ineligible — Foreign
	 	 	 	 	 	 
	12 Less Ineligible — Contra
	 	 	 	 	 	 
	13 Less Ineligible — Other (attached schedule)
	 	 	 	 	 	 
	14 Total Ineligibles — Accounts Receivable
	 	 	 	 	 	 
	15 Less Ineligible — Inventory Slow-moving
	 	 	 	 	 	 
	16 Less Ineligible — Inventory Offsite not covered
	 	 	 	 	 	 
	17 Less Ineligible — Inventory WIP
	 	 	 	 	 	 
	18 Less Ineligible — Consigned
	 	 	 	 	 	 
	19 Less Ineligible — Other (attached schedule)
	 	 	 	 	 	 
	20 Total Ineligibles Inventory
	 	 	 	 	 	 
	21 Total Eligible Collateral
	 	 	 	 	 	 
	22 Advance Rate Percentage
	 	 	 	 	 	 
	23 Net Available — Borrowing Base Value
	 	 	 	 	 	 
	24 Reserves
	 	 	 	 	 	 
	25 Total Borrowing Base Value
	 	 	 	 	 	 
	26 CAPS/Loan Limits

	 	 	 	 	 	Total CAPS/Loan Line
	27 Maximum Borrowing Limit (Lesser of 25. or 26.)*

	 	 	 	 	 	Total Available
	 
	 	 	 	 	 	 
	LOAN STATUS
	 	 	 	 	 	 
	28 Previous Loan Balance (Previous Report Line 31)
	 	 	 	 	 	 
	29 Less: A. Net Collections (Same as line 4)
	 	 	 	 	 	 
	B. Adjustments/Other                     
	 	 	 	 	 	 
	30 Add: A. Request for Funds
	 	 	 	 	 	 
	B. Adjustments/Other                     
	 	 	 	 	 	 
	31 New Loan Balance
	 	 	 	 	 	 
	32 Letter of Credit/BA’s outstanding
	 	 	 	 	 	 
	33 Availability Not Borrowed (Lines 27 less 31 & 32)
	 	 	 	 	 	 
	34 OVERALL EXPOSURE (lines31)
	 	 	 	 	 	 





Pursuant to, and in accordance with, the terms and provisions of that certain Amended and Restated Credit Agreement
(as amended, supplemented or otherwise modified, the “Agreement”), among JPMorgan Chase Bank, N.A., as administrative
agent for the Lenders with respect to US Loans, J.P. Morgan Europe Limited, as administrative agent for the Lenders
with respect to the Netherlands Loans, the Loan Parties party thereto, and Libbey Glass Inc. (“Borrower
Representative”) and Libbey Europe B.V., Borrower Representative is executing and delivering to Administrative Agent
this Collateral Report accompanied by supporting data (collectively referred to as the “Report”). Borrower
Representative represents and warrants to Administrative Agent that this Report is true and correct, and is based on
information contained in its own financial accounting records. Borrower Representative, by the execution of this
Report, hereby ratifies, confirms and affirms all of the terms, conditions and provisions of the Agreement, and
further certifies on this                      day of                                         , 20___, that it is in compliance with said Agreement.




			
	 	 	 
	BORROWER REPRESENTATIVE’S NAME:
	 	AUTHORIZED SIGNATURE:
	Libbey Glass Inc.	 	 






 









 






EXHIBIT E




[RESERVED]




 









 








EXHIBIT F




[RESERVED]





 











 





EXHIBIT G




COMPLIANCE CERTIFICATE





	To: 	 	 The Lenders parties to the 
Credit Agreement Described Below





     This Compliance Certificate (this “Certificate”) is furnished pursuant to that certain Amended
and Restated Credit Agreement dated as of February 8, 2010 (as amended, modified, renewed or
extended from time to time, the “Agreement”) among LIBBEY GLASS, INC. and LIBBEY EUROPE, B.V.
(collectively, the “Borrowers”), LIBBEY INC., as a Loan Guarantor (“Holdings”), the other Loan
Parties party thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative
Agent for the Lenders with respect to the US Loans, and J.P. Morgan Europe Limited, as
Administrative Agent for the Lenders with respect to the Netherlands Loans. Unless otherwise
defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed
thereto in the Agreement.



     THE UNDERSIGNED HEREBY CERTIFIES, ON ITS BEHALF AND ON BEHALF OF THE BORROWERS, THAT:



     1. I am the duly elected                      of the Borrower Representative;



     2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under
my supervision, a detailed review of the transactions and conditions of Holdings and its
consolidated Subsidiaries during the accounting period covered by the attached financial statements
[and such [quarterly][monthly] financial statements present fairly in all material respects the
financial condition and results of operations of Holdings and its consolidated Subsidiaries on a
consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit
adjustments and the absence of footnotes]; [To be included only in the case of monthly and
quarterly financial statements]



     3. Except as set forth below, I have no knowledge of (i) the existence of any condition or
event which constitutes a Default during or at the end of the accounting period covered by the
attached financial statements or as of the date of this Certificate or (ii) any change in GAAP or
in the application thereof that has occurred since the date of the audited financial statements
referred to in Section 3.04 of the Agreement that would affect the financial statements
accompanying this Compliance Certificate;



     4. I hereby certify that no Loan Party has changed (i) its name, (ii) its chief executive
office, (iii) principal place of business, (iv) the type of entity it is or (v) its state of
incorporation or organization without having given the Administrative Agent the notice required by
Section 4.15 of the U.S. Security Agreement and [applicable Section of applicable Netherlands
Security Agreement]; and



 









 





     Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the (i)
nature of the condition or event, the period during which it has existed and the action which the
Borrowers have taken, are taking, or propose to take with respect to each such condition or event
or (i) the change in GAAP or the application thereof and the effect of such change on the attached
financial statements:




 


 
 


 


 
 


 


 
 


 


     The foregoing certifications and the financial statements delivered with this Compliance
Certificate in support hereof, are made and delivered this            day of                     ,           .



	 	 	 	 	 
	 	LIBBEY GLASS INC., as

Borrower Representative

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



-2-









 






EXHIBIT H




JOINDER AGREEMENT





     THIS JOINDER AGREEMENT (this “Agreement”), dated as of                     , 20     , is entered
into between                                         , a                      (the “New Subsidiary”), and
JPMORGAN CHASE BANK, N.A., in its capacity as an administrative agent (the “US Administrative
Agent”) and J.P. MORGAN EUROPE LIMITED (the “Netherlands Administrative Agent”,
together with US Administrative Agent, each an “Administrative Agent” and collectively, the
“Administrative Agents”) under that certain Amended and Restated Credit Agreement, dated as
of February 8, 2010, among LIBBEY GLASS, INC. and LIBBEY EUROPE, B.V. (collectively, the
“Borrowers”), LIBBEY INC., as a Loan Guarantor, the Loan Parties party thereto, the Lenders
party thereto and the Administrative Agents (as the same may be amended, modified, extended or
restated from time to time, the “Credit Agreement”). All capitalized terms used herein and
not otherwise defined shall have the meanings set forth in the Credit Agreement.



     The New Subsidiary and the Administrative Agents, for the benefit of the Lenders, hereby agree
as follows:



     1. The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this
Agreement, the New Subsidiary will be deemed to be a Loan Party under the Credit Agreement and a
“Loan Guarantor” for all purposes of the Credit Agreement and shall have all of the obligations of
a Loan Party and a Loan Guarantor thereunder as if it had executed the Credit Agreement. The New
Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms,
provisions and conditions contained in the Credit Agreement, including without limitation (a) all
of the representations and warranties of the Loan Parties set forth in Article III of the Credit
Agreement, (b) all of the covenants set forth in Articles V and VI of the Credit Agreement and (c)
all of the guaranty obligations set forth in Article X of the Credit Agreement. Without limiting
the generality of the foregoing terms of this paragraph 1, the New Subsidiary, subject to the
limitations set forth in Section 10.10 of the Credit Agreement, hereby guarantees, jointly and
severally with the other Loan Guarantors, to the applicable Administrative Agent and the Lenders,
as provided in Article X of the Credit Agreement, the prompt payment and performance of the Secured
Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by
acceleration or otherwise) strictly in accordance with the terms thereof and agrees that if any of
the Secured Obligations are not paid or performed in full when due (whether at stated maturity, as
a mandatory prepayment, by acceleration or otherwise), the New Subsidiary will, jointly and
severally together with the other Loan Guarantors, promptly pay and perform the same, without any
demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of
any of the Secured Obligations, the same will be promptly paid in full when due (whether at
extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the
terms of such extension or renewal.



     2. If required, the New Subsidiary is, simultaneously with the execution of this Agreement,
executing and delivering such Collateral Documents (and such other documents and instruments) as
requested by the applicable Administrative Agent in accordance with the Credit Agreement.



     3. The address of the New Subsidiary for purposes of Section 9.01 of the Credit Agreement is
as follows:





 


 
 


 


 
 


 













 






 
 


 

 
 


 





     4. The New Subsidiary hereby waives acceptance by the Administrative Agents and the Lenders of
the guaranty by the New Subsidiary upon the execution of this Agreement by the New Subsidiary.



     5. This Agreement may be executed in any number of counterparts, each of which when so
executed and delivered shall be an original, but all of which shall constitute one and the same
instrument.



     6. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



     IN WITNESS WHEREOF, the New Subsidiary has caused this Agreement to be duly executed by its
authorized officer, and the applicable Administrative Agent, for the benefit of the Lenders, has
caused the same to be accepted by its authorized officer, as of the day and year first above
written.



	 	 	 	 	 
	 	[NEW SUBSIDIARY]

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Acknowledged and accepted:



JPMORGAN CHASE BANK, N.A., as Administrative 
Agent


 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	J.P. MORGAN EUROPE LIMITED, as Administrative

Agent

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




-2-











 





EXHIBIT I




FORM OF

AGGREGATE BORROWING BASE CERTIFICATE




	 	 	 	 	 	 	 
	AGGREGATE BORROWING BASE REPORT
	 	 	 	 	 	 	Rpt #
	Obligor Number:	 	 	 	 	 	Date:
	Loan Number:	 	 	 	 	 	Period Covered:
                    
to
                    
	COLLATERAL CATEGORY	 	A/R	 	Inventory	 	TOTAL
	Description
	 	 	 	 	 	 
	1 Beginning Balance (Previous report — Line 8)
	 	 	 	 	 	 
	2 Additions to Collateral (Gross Sales or Purchases)
	 	 	 	 	 	 
	3 Other Additions (Add back any non-A/R cash in
line 3
	 	 	 	 	 	 
	4 Deductions to Collateral (Cash Received)
	 	 	 	 	 	 
	5 Deductions to Collateral (Discounts, other)
	 	 	 	 	 	 
	6 Deductions to Collateral (Credit Memos, all)
	 	 	 	 	 	 
	7 Other non-cash credits to A/R
	 	 	 	 	 	 
	8 Total Ending Collateral Balance
	 	 	 	 	 	 
	9 Less Ineligible — Past Due
	 	 	 	 	 	 
	10 Less Ineligible  — Cross-age (___%)
	 	 	 	 	 	 
	11 Less Ineligible — Foreign
	 	 	 	 	 	 
	12 Less Ineligible — Contra
	 	 	 	 	 	 
	13 Less Ineligible — Other (attached schedule)
	 	 	 	 	 	 
	14 Total Ineligibles — Accounts Receivable
	 	 	 	 	 	 
	15 Less Ineligible — Inventory Slow-moving
	 	 	 	 	 	 
	16 Less Ineligible — Inventory Offsite not covered
	 	 	 	 	 	 
	17 Less Ineligible — Inventory WIP
	 	 	 	 	 	 
	18 Less Ineligible — Consigned
	 	 	 	 	 	 
	19 Less Ineligible — Other (attached schedule)
	 	 	 	 	 	 
	20 Total Ineligibles Inventory
	 	 	 	 	 	 
	21 Total Eligible Collateral
	 	 	 	 	 	 
	22 Advance Rate Percentage
	 	 	 	 	 	 
	23 Net Available — Borrowing Base Value
	 	 	 	 	 	 
	24 Reserves
	 	 	 	 	 	 
	25 Total Borrowing Base Value
	 	 	 	 	 	 
	26 CAPS/Loan Limits

	 	 	 	 	 	Total CAPS/Loan Line
	27 Maximum Borrowing Limit (Lesser of 25. or 26.)*

	 	 	 	 	 	Total Available
	 
	 	 	 	 	 	 
	LOAN STATUS
	 	 	 	 	 	 
	28 Previous Loan Balance (Previous Report Line 31)
	 	 	 	 	 	 
	29 Less: A. Net Collections (Same as line 4)
	 	 	 	 	 	 
	B. Adjustments/Other                     
	 	 	 	 	 	 
	30 Add: A. Request for Funds
	 	 	 	 	 	 
	B. Adjustments/Other                     
	 	 	 	 	 	 
	31 New Loan Balance
	 	 	 	 	 	 
	32 Letter of Credit/BA’s outstanding
	 	 	 	 	 	 
	33 Availability Not Borrowed (Lines 27 less 31 & 32)
	 	 	 	 	 	 
	34 OVERALL EXPOSURE (lines31
	 	 	 	 	 	 





Pursuant to, and in accordance with, the terms and provisions of that certain Amended and Restated Credit Agreement
(as amended, restated, supplemented or otherwise modified, the “Agreement”), among JPMorgan Chase Bank, N.A., as
administrative agent for the Lenders with respect to the US Loans, J.P. Morgan Europe Limited, as administrative
agent for the Lenders with respect to the Netherlands Loans, the Loan Parties party thereto, and Libbey Glass Inc.
(“Borrower Representative”) and Libbey Europe B.V. (collectively, “Borrowers”), Borrower Representative, on behalf of
the Borrowers, is executing and delivering to Administrative Agent this Collateral Report accompanied by supporting
data (collectively referred to as the “Report”). Borrower Representative, on behalf of the Borrowers, represents and
warrants to Administrative Agent that this Report is true and correct, and is based on information contained in the
Borrowers’ own financial accounting records. Borrower Representative, by the execution of this Report, hereby
ratifies, confirms and affirms all of the terms, conditions and provisions of the Agreement, and further certifies on
this                     
day of                            ,
20___, that the Borrowers are in compliance with said Agreement.




			
	 	 	 
	BORROWER REPRESENTATIVE’S NAME:
	 	AUTHORIZED SIGNATURE:
	Libbey Glass Inc.	 	 






 









 






EXHIBIT J




[RESERVED]






 









 








EXHIBIT K




[RESERVED]




 









 








EXHIBIT L




FORM OF BORROWING REQUEST




LIBBEY GLASS INC.



	 	 	 
	Borrowing Request

	 	Date:
	 





JPMorgan Chase Bank, N.A.

120 S. LaSalle Street

Chicago, IL 60603

Attention:                      - Operations1




Ladies and Gentlemen:



This Borrowing Request is furnished pursuant to Section 2.03 of that certain Amended and Restated
Credit Agreement dated as of February 8, 2010 (as amended, modified, renewed or extended from time
to time, the “Agreement”) among LIBBEY GLASS INC. (the “Borrower Representative”) and LIBBEY
EUROPE, B.V. as Borrowers, LIBBEY INC. as a Loan Guarantor, the other Loan Parties thereto, the
Lenders party thereto, JPMORGAN CHASE BANK, N.A. (“Chase”) as Administrative Agent for the Lenders
with respect to the US Loans and J.P. MORGAN EUROPE LIMITED as Administrative Agent with respect to
the Netherlands Loans. Unless otherwise defined herein, capitalized terms used in this Borrowing
Request have the meanings ascribed thereto in the Agreement. The Borrower Representative represents
that, as of this date, the conditions precedent set forth in Section 4.02 are satisfied.





	1.	 	The Borrower Representative hereby notifies Chase of its request of the following Borrowing:






	 	(1)	 	Borrower:                                         
	 
	 	(2)	 	The Borrowing shall be a ___ CBFR Borrowing or ______ Eurocurrency Borrowing
	 
	 	(3)	 	Borrowing Date of the Borrowing (must be a Business Day):                                         
	 
	 	(4)	 	Aggregate Amount of the Borrowing (specify whether in $ or €):                                         
	 
	 	(5)	 	Borrowing shall ___ shall not ___ be made pursuant to Revolving Netherlands
Sublimit
	 
	 	(6)	 	If a Eurocurrency Borrowing, the duration of Interest Period:





One Month                      Three Months                     





Two Months                      Six Months                     





	 	 	 	 	 
	 	LIBBEY GLASS INC., as

Borrower Representative

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	In the case of Borrowings in Euros, address
details are as follows: JPMorgan Europe Limited, 125 London Wall, London EC2Y 5
AJ, Attention: Steve Clarke.




 









 









Do not write below. For bank purposes only




	 	 	 	 	 	 	 	 	 
	___Customer’s signature(s) verified	 	 	 	___Call-back performed
	 
	 	 	 	 	 	 	 	 
	Holds

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	___CFC Used

	 	 	 	 	 	Phone Number:
	 	 
	 

	 	 	 	 	 	 	 	 
	___Hold Placed/Pre-Approved

	 	 	 	 	 	Spoke to:	 	 
	 

	 	 	 	 	 	 	 	 
	___Same-day Credit/Pre-Approved

	 	 	 	 	 	Date:	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Time:	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	RECEIVED BY (Print Name/Phone(Request Only))	 	INITIALS	 	PROCESSED BY
(Print name)            INITIALS
	 
	 	 	 	 	 	 	 	 
	AUTHORIZED APPROVAL (Print Name)	 	 	 	AUTHORIZED SIGNATURE
	 
	 	 	 	 	 	 	 	 
	AUTHORIZED APPROVAL (Print Name)	 	 	 	AUTHORIZED SIGNATURE







-2-