EX-4.10






Exhibit 4.10




Execution Copy




AMENDMENT AND WAIVER




          AMENDMENT AND WAIVER, dated as of November 7, 2008 (this “Amendment”), to the Credit
Agreement, dated as of June 16, 2006 (the “Credit Agreement”) among Libbey Glass Inc. and
Libbey Europe B.V., each as a Borrower and together, the Borrowers, Libbey Inc., as a Loan
Guarantor, the other Loan Parties party thereto, the Lenders party thereto, JPMorgan Chase Bank,
N.A., as Administrative Agent with respect to the US Loans, J.P. Morgan Europe Limited, as
Administrative Agent with respect to the Netherlands Loans, Bank of America, N.A. (f/k/a LaSalle
Bank Midwest National Association), as Syndication Agent, Wells Fargo Foothill, LLC and Fifth Third
Bank, as Co-Documentation Agents and J.P. Morgan Securities Inc., as Sole Bookrunner and Sole Lead
Arranger.




W I T N E S S E T H:




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




          WHEREAS, the Borrowers and the Lenders are willing to agree to amend and waive certain
provisions of the Credit Agreement, including Section 5.09 of the Credit Agreement, as set forth
herein, subject to the terms and conditions set forth herein;




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




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




          SECTION 2. Amendments to the Credit Agreement.





     (a) Amendments to Section 1.01 of the Credit Agreement. (i) The following
definitions shall be added to Section 1.01 of the Credit Agreement in the appropriate
alphabetical location:




     ““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 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.”




     ““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.”



 









 





2




     ““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.”




     (ii) Section 1.01 of the Credit Agreement is hereby further amended by deleting the
definitions of “ABR” and “Alternate Base Rate” each in its entirety.




     (iii) Section 1.01 of the Credit Agreement is hereby further amended by deleting the
definition of “LIBO Rate” in its entirety and replacing it with the following new
definition:




     ““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 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.”



          (b) Amendment to Section 2.13(a) of the Credit Agreement. Section 2.13(a) of the
Credit Agreement is hereby amended by deleting it in its entirety and replacing it with the
following:





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



          (c) Amendment to Section 5.09 of the Credit Agreement. Section 5.09 of the Credit
Agreement is hereby amended by deleting the term “A+” and substituting in lieu thereof the term
“A-”.




          (d) Amendment to the Credit Agreement. The Credit Agreement is hereby amended by (i)
deleting all references therein to the term “ABR” and substituting in lieu thereof the term “CBFR”,
and (ii) deleting all references therein to the term “Alternate Base Rate” and substituting in lieu
thereof the term “CB Floating Rate”.




          SECTION 3. Waiver to the Credit Agreement. The Lenders hereby waive any
Default arising prior to the Amendment Effective Date solely by reason of the failure of the
Company to comply with the covenant of the Company, under Section 5.09 of the Credit Agreement, to
maintain insurance with a carrier having a financial strength rating of at least A+.




          
SECTION 4. Conditions to Effectiveness. (a) This Amendment shall become effective as of the day set forth above (the
“Amendment Effective Date”) on the date that (a) the Administrative Agent
(through its counsel) shall have received from the Borrowers and the Required
Lenders counterparts of



 









 




3



this Amendment (or a copy thereof by facsimile or electronic
transmission) signed on behalf of each such party, (b) the Administrative Agent
shall have received from the Borrowers an amendment fee in an amount equal to
$15,000.00 for the account of each Lender that has executed and delivered this
Amendment on or prior to 12:00 p.m. (Chicago time) on November 7, 2008, and (c) the
Administrative Agent shall have received from the Borrowers the fee set forth in the
fee letter dated as of November 7, 2008, among the Borrowers and the Administrative
Agent.




          SECTION 5. Representation and Warranties; No Default or Event of Default.
(a) To induce the Lenders to enter into this Amendment, the Borrowers hereby represent and warrant
to the Administrative Agent and the Lenders as of the Amendment Effective Date that the
representations and warranties made by each of the Borrowers in and pursuant to the Loan Documents
are true and correct in all material respects on and as of the Amendment Effective Date, after
giving effect to the effectiveness of this Amendment, as if made on and as of the Amendment
Effective Date, except to the extent that such representations and warranties expressly relate to
an earlier date, in which case such representations and warranties shall have been true and correct
in all material respects on and as of such earlier date.




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




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




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




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




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




[Remainder of Page Intentionally Left Blank]




 









 





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




	 	 	 	 	 	 	 
	 	 	LIBBEY GLASS INC.,	 	 
	 	 	as a Borrower	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kenneth A. Boerger	 	 
	 

	 	 	 	 

Name: Kenneth A. Boerger
	 	 
	 

	 	 	 	Title: VP and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	LIBBEY EUROPE B.V.,	 	 
	 	 	as a Borrower	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ P.T. Buch	 	 
	 

	 	 	 	 

Name: P.T. Buch
	 	 
	 

	 	 	 	Title: Managing Director	 	 





SIGNATURE PAGE  – LIBBEY AMENDMENT




 









 





	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.,	 	 
	 	 	as Administrative Agent with respect to the US Loans 


and as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Lynne Ciaccia	 	 
	 

	 	 	 	 

Name: Lynne Ciaccia
	 	 
	 

	 	 	 	Title: Vice President	 	 





SIGNATURE PAGE  – LIBBEY AMENDMENT


 









 






	 	 	 	 	 	 	 
	 	 	J.P. MORGAN EUROPE LIMITED,	 	 
	 	 	as Administrative Agent with respect to the
Netherlands Loans
 and as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Helen Mathie	 	 
	 

	 	 	 	 

Name: Helen Mathie
	 	 
	 

	 	 	 	Title:	 	 





SIGNATURE PAGE  – LIBBEY AMENDMENT



 









 






	 	 	 	 	 	 	 
	 	 	WELLS FARGO FOOTHILL, LLC,	 	 
	 	 	as Co-Documentation Agent and as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Matt Harbour	 	 
	 

	 	 	 	 

Name: Matt Harbour
	 	 
	 

	 	 	 	Title: Vice President	 	 





SIGNATURE PAGE  – LIBBEY AMENDMENT


 









 






	 	 	 	 	 	 	 
	 	 	FIFTH THIRD BANK,	 	 
	 	 	as Co-Documentation Agent and as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Andrew P. Arton	 	 
	 

	 	 	 	 

Name: Andrew P. Arton
	 	 
	 

	 	 	 	Title: Vice President	 	 





SIGNATURE PAGE  – LIBBEY AMENDMENT


 









 





	 	 	 	 	 
	 	BANK OF AMERICA, N.A.,

as Syndication Agent and as a Lender

 	 
	 	By:  	/s/ Monirah J. Masud
 	 
	 	 	Name:  	Monirah J. Masud 	 
	 	 	Title:  	SVP 	 
	 
















 






	 	 	 	 	 	 	 
	 	 	UBS LOAN FINANCE LLC,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Mary E. Evans	 	 
	 

	 	 	 	 

Name: Mary E. Evans
	 	 
	 

	 	 	 	Title: Associate Director	 	 






	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Irja R. Otsa	 	 
	 

	 	 	 	 

Name: Irja R. Otsa
	 	 
	 

	 	 	 	Title: Associate Director	 	 





SIGNATURE PAGE  – LIBBEY AMENDMENT


 









 






	 	 	 	 	 	 	 
	 	 	GE BUSINESS FINANCIAL SERVICES, INC.,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Dwayne Coker	 	 
	 

	 	 	 	 

Name: Dwayne Coker
	 	 
	 

	 	 	 	Title: Duly Authorized Signatory	 	 





SIGNATURE PAGE  – LIBBEY AMENDMENT