Registration Rights Agreement, dated May 18, 2012



 Exhibit 4.4 
 EXECUTION VERSION 
 REGISTRATION RIGHTS AGREEMENT 

This REGISTRATION RIGHTS AGREEMENT, dated May 18, 2012 (the “Agreement”), is entered into by and among Libbey Glass
Inc., a Delaware corporation (the “Company”), Libbey Inc., a Delaware corporation, (“Holdings”), the subsidiary guarantors listed in Schedule 1 hereto (together with Holdings, the “Guarantors”) and
the several initial purchasers listed in Schedule 2 hereto (the “Initial Purchasers”). 
 The Company, the
Guarantors and the Initial Purchasers are parties to the Purchase Agreement dated May 11, 2012 (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchasers of $450,000,000 aggregate principal
amount of 6.875% Senior Secured Notes due 2020 of the Company (the “Securities”), which will be guaranteed on an secured senior basis by each of the Guarantors. As an inducement to the Initial Purchasers to enter into the Purchase
Agreement, the Company and the Guarantors have agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to
the closing under the Purchase Agreement. 
 In consideration of the foregoing, the parties hereto agree as follows: 

1. Definitions. As used in this Agreement, the following terms shall have the following meanings: 

“Additional Guarantor” shall mean any subsidiary of the Company that executes a Subsidiary Guarantee under the Indenture
after the date of this Agreement. 
 “Agreement” shall have the meaning set forth in the preamble. 

“Business Day” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City
are authorized or required by law to remain closed. 
 “Company” shall have the meaning set forth in the
preamble and shall also include any successor entity. 
 “Exchange Act” shall mean the Securities Exchange Act
of 1934, as amended from time to time. 
 “Exchange Dates” shall have the meaning set forth in
Section 2(a)(ii) hereof. 
 “Exchange Offer” shall mean the exchange offer by the Company and the
Guarantors of Exchange Securities for Transfer Restricted Securities pursuant to Section 2(a) hereof. 
 “Exchange
Offer Registration” shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof. 

“Exchange Offer Registration Statement” shall mean an exchange offer registration statement on Form S-4 (or, if
applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by
reference therein. 
 “Exchange Securities” shall mean senior secured notes issued by the Company and
guaranteed by the Guarantors under the Indenture containing terms identical to the Securities (except that the Exchange Securities will not be subject to restrictions on transfer or to any increase in annual interest rate for failure to comply with
this Agreement) and to be offered to Holders of Securities in exchange for Securities pursuant to the Exchange Offer. 







 “FINRA” shall mean the Financial Industry Regulatory Authority. 

“Free Writing Prospectus” shall mean a free writing prospectus, as defined in Rule 405 under the Securities Act.

 “Guarantors” shall have the meaning set forth in the preamble and shall also include any Guarantor’s
successors and any Additional Guarantors. 
 “Holder” shall mean each Initial Purchaser, for so long as it owns
any Transfer Restricted Securities, and each of the Initial Purchasers’ successors, assigns and direct and indirect transferees who becomes an owner of Transfer Restricted Securities under the Indenture; provided that for purposes of Sections 4
and 5 of this Agreement, the term “Holders” shall include Participating Broker-Dealers. 
 “Indemnified
Person” shall have the meaning set forth in Section 5(c) hereof. 
 “Indemnifying Person” shall
have the meaning set forth in Section 5(c) hereof. 
 “Indenture” shall mean the indenture relating to the
Securities, dated as of May 18, 2012, among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee, and as the same may be amended from time to time in accordance with the terms thereof. 

“Initial Purchasers” shall have the meaning set forth in the preamble. 

“Inspector” shall have the meaning set forth in Section 3(a)(xiii) hereof. 

“Issuer Free Writing Prospectus” shall mean an issuer free writing prospectus, as defined in Rule 433 under the
Securities Act. 
 “Participating Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof.

 “Permitted Free Writing Prospectus” shall have the meaning set forth in Section 6(k) hereof.

 “Person” shall mean an individual, partnership, limited liability company, corporation, trust or
unincorporated organization, or a government or agency or political subdivision thereof. 
 “Prospectus” shall
mean the prospectus included in, or, pursuant to the rules and regulations of the Securities Act, deemed a part of, a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus
supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Transfer Restricted Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus,
and in each case including any document incorporated by reference therein. 
 “Purchase Agreement” shall have
the meaning set forth in the preamble. 
 “Registration Expenses” shall mean any and all expenses incident to
performance of or compliance by the Company and the Guarantors with this Agreement, including without limitation: (i) all SEC, stock exchange or FINRA registration and filing fees, (ii) all fees and expenses incurred in connection with


  
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compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for any Underwriters or Holders in connection with blue sky qualification of any Exchange
Securities or Transfer Restricted Securities), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus and any amendments or supplements
thereto, any underwriting agreements, securities sales agreements or other similar agreements and any other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and
disbursements relating to the qualification of the Indenture under applicable securities laws, (vi) the reasonable fees and disbursements of the Trustee and its counsel, (vii) the reasonable fees and disbursements of counsel for the
Company and the Guarantors and, in the case of a Shelf Registration Statement, the reasonable fees and disbursements of one counsel for the Holders (which counsel shall initially be Cahill Gordon & Reindel LLP, subject to
replacement upon action by a majority of Holders) and (viii) the fees and disbursements of the independent public accountants of the Company and the Guarantors, including the expenses of any special audits or “comfort” letters
required by or incident to the performance of and compliance with this Agreement, but excluding fees and expenses of counsel to the Underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and underwriting
discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of Transfer Restricted Securities by a Holder. 
 “Registration Statement” shall mean any registration statement of the Company and the Guarantors that covers any of the Exchange Securities or Transfer Restricted Securities pursuant to
the provisions of this Agreement and all amendments and supplements to any such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and
any document incorporated by reference therein. 
 “SEC” shall mean the United States Securities and Exchange
Commission. 
 “Securities” shall have the meaning set forth in the preamble. 

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time. 

“Shelf Additional Interest Date” shall have the meaning set forth in Section 2(d) hereof. 

“Shelf Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof. 

“Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof. 

“Shelf Registration Statement” shall mean a “shelf” registration statement of the Company and the Guarantors
filed under the Securities Act providing for the registration on a continuous or delayed basis of the Transfer Restricted Securities pursuant to Rule 415 under the Securities Act, or any similar rule that may be adopted by the SEC, and all
amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference
therein. 
 “Shelf Request” shall have the meaning set forth in Section 2(b) hereof. 

“Subsidiary Guarantees” shall mean the guarantees of the Securities and Exchange Securities by the Guarantors under the
Indenture. 
 “Staff” shall mean the staff of the SEC. 

“Target Registration Date” shall have the meaning set forth in Section 2(d) hereof. 

  
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 “Transfer Restricted Securities” shall mean the Securities; provided that
such Securities shall cease to be Transfer Restricted Securities (i) when such Securities cease to be outstanding or (ii) when a Registration Statement with respect to such Securities has become effective under the Securities Act and such
Securities have been exchanged or disposed of pursuant to such Registration Statement. 
 “Trust Indenture Act”
shall mean the Trust Indenture Act of 1939, as amended from time to time. 
 “Trustee” shall mean the trustee
with respect to the Securities under the Indenture. 
 “Underwriter” shall have the meaning set forth in
Section 3(e) hereof. 
 “Underwritten Offering” shall mean an offering in which Transfer Restricted
Securities are sold to an Underwriter for reoffering to the public. 
 2. Registration Under the Securities Act.
(a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, the Company and the Guarantors shall use commercially reasonable efforts to (i) cause to be filed an Exchange Offer Registration Statement
covering an offer to the Holders to exchange all the Transfer Restricted Securities for Exchange Securities, (ii) have such Registration Statement remain effective until 180 days after the last Exchange Date for use by one or more Participating
Broker-Dealers, (iii) commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and (iv) complete the Exchange Offer within 365 days after the date hereof (other than with respect
to (ii) above). 
 The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus,
appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following: 

 

	 	(i)	that the Exchange Offer is being made pursuant to this Agreement and that all Transfer Restricted Securities validly tendered and not properly withdrawn will be
accepted for exchange; 

  

	 	(ii)	the dates of acceptance for exchange (which shall be a period of at least 20 Business Days from the date such notice is mailed) (the “Exchange Dates”);


  

	 	(iii)	that any Transferred Restricted Security not tendered will remain outstanding and continue to accrue interest but will not retain any rights under this Agreement,
except as otherwise specified herein; 

  

	 	(iv)	that any Holder electing to have a Transferred Restricted Security exchanged pursuant to the Exchange Offer will be required to (A) surrender such Transfer
Restricted Security, together with the appropriate letters of transmittal, to the institution and at the address (located in the Borough of Manhattan, The City of New York) and in the manner specified in the notice, or (B) effect such exchange
otherwise in compliance with the applicable procedures of the depositary for such Transfer Restricted Security, in each case prior to the close of business on the last Exchange Date; and 


 

	 	(v)	 that any Holder will be entitled to withdraw its election, not later than the close of business on the last Exchange Date, by (A) sending to the
institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice, a telegram, telex, 



  
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	 	facsimile transmission or letter setting forth the name of such Holder, the principal amount of Transfer Restricted Securities delivered for exchange and a statement
that such Holder is withdrawing its election to have such Securities exchanged or (B) effecting such withdrawal in compliance with the applicable procedures of the depositary for the Transfer Restricted Securities. 


As a condition to participating in the Exchange Offer, a Holder will be required to represent to the Company and the Guarantors that
(i) any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (ii) at the time of the commencement of the Exchange Offer it has no arrangement or understanding with any Person to participate in
the distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act, (iii) it is not an “affiliate” (within the meaning of Rule 405 under the Securities Act) of
the Company or any Guarantor and (iv) if such Holder is a broker-dealer that will receive Exchange Securities for its own account in exchange for Transfer Restricted Securities that were acquired as a result of market-making or other trading
activities, then such Holder will deliver a Prospectus (or, to the extent permitted by law, make available a Prospectus to purchasers) in connection with any resale of such Exchange Securities. 

As soon as practicable after the last Exchange Date, the Company and the Guarantors shall: 

 

	 	(i)	accept for exchange Transfer Restricted Securities or portions thereof validly tendered and not properly withdrawn pursuant to the Exchange Offer; and


  

	 	(ii)	deliver, or cause to be delivered, to the Trustee for cancellation all Transfer Restricted Securities or portions thereof so accepted for exchange by the Company and
issue, and cause the Trustee to promptly authenticate and deliver to each Holder, Exchange Securities equal in principal amount to the principal amount of the Transfer Restricted Securities tendered by such Holder. 


The Company and the Guarantors shall use commercially reasonable efforts to complete the Exchange Offer as provided above and shall
comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable federal and state securities laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to any conditions,
other than that the Exchange Offer does not violate such applicable law or applicable interpretations of the Staff. 
 (b) In
the event that (i) the Company and the Guarantors determine that the Exchange Offer Registration provided for in Section 2(a) above is not permitted under any applicable law or applicable interpretations of the Staff, (ii) the
Exchange Offer is not for any other reason consummated by the last Exchange Date or (iii) upon receipt of a written request (a “Shelf Request”) from any Initial Purchaser within 90 days after the Exchange Offer representing
that it holds Transfer Restricted Securities that are or were ineligible to be exchanged in the Exchange Offer, the Company and the Guarantors shall use commercially reasonable efforts to cause to be filed and become effective, a Shelf Registration
Statement providing for the sale of all the Transfer Restricted Securities by the Holders thereof and to have such Shelf Registration Statement become effective. 
 In the event that the Company and the Guarantors are requested to file a Shelf Registration Statement pursuant to clause (iii) of the preceding sentence, the Company and the Guarantors shall use
commercially reasonable efforts to file and have become effective both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Transfer Restricted Securities and a Shelf Registration Statement (which may be a
combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Transfer Restricted Securities held by the Initial Purchasers after completion of the Exchange Offer. 

  
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 The Company and the Guarantors agree to use commercially reasonable efforts to keep the
Shelf Registration Statement continuously effective until the earlier of (x) the date when there are no longer any Transfer Restricted Securities outstanding and (y) two years from the date of this Agreement (such period, the
“Shelf Effectiveness Period”). The Company and the Guarantors further agree to supplement or amend the Shelf Registration Statement and the related Prospectus if required by the rules, regulations or instructions applicable to the
registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Holder of Transfer Restricted Securities with respect to
information relating to such Holder, and to use commercially reasonable efforts to cause any such amendment to become effective, if required, and such Shelf Registration Statement and Prospectus to become usable as soon as thereafter practicable.
The Company and the Guarantors agree to furnish to the Holders of Transfer Restricted Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC. 

(c) The Company and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a)
or Section 2(b) hereof. Each Holder shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Transfer Restricted Securities pursuant to the
Shelf Registration Statement. 
 (d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof will not be
deemed to have become effective unless it has been declared effective by the SEC. A Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC or is
automatically effective upon filing with the SEC as provided by Rule 462 under the Securities Act. 
 In the event that the
Exchange Offer is not completed on or before the date on which the Exchange Offer is required to be completed pursuant to Section 2(a) and a Shelf Registration Statement has not been filed or if the Shelf Registration Statement, if required
pursuant to Section 2(b)(i) or 2(b)(ii) hereof, has been filed but has not been declared effective within 90 days after such filing (each such date, a “Target Registration Date”), the interest rate on the Transfer Restricted
Securities will be increased by (i) 0.25% per annum for the first 90-day period immediately following the Target Registration Date and (ii) an additional 0.25% per annum with respect to each subsequent 90 day period thereafter,
in each case until the Exchange Offer is completed or the Shelf Registration Statement, if required hereby, becomes effective, up to a maximum increase of 1.00% per annum. In the event that the Company receives a Shelf Request pursuant to
Section 2(b)(iii), and the Shelf Registration Statement required to be filed thereby has not become effective 120 days after delivery of such Shelf Request (such later date, the “Shelf Additional Interest Date”), then the
interest rate on the Transfer Restricted Securities will be increased by (i) 0.25% per annum for the first 90 day period payable commencing from one day after the Shelf Additional Interest Date and (ii) an additional 0.25% per
annum with respect to each subsequent 90 day period thereafter, in each case until the Shelf Registration Statement becomes effective, up to a maximum increase of 1.00% per annum. 

If the Shelf Registration Statement, if required hereby, has become effective and thereafter either ceases to be
effective or the Prospectus contained therein ceases to be usable, in each case whether or not permitted by this Agreement, at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 30
consecutive days or up to 60 days in the aggregate in any 12-month period, then the interest rate on the Transfer Restricted Securities will be increased by (i) 0.25% per annum for the first 90 day period commencing on the 31st day in such 12-month period that such Shelf Registration Statement
ceases to be effective or the Prospectus contained therein ceases to be usable and (ii) an additional 0.25% per annum with respect to each subsequent 90 day period thereafter, in each case until the Shelf Registration Statement has again
become effective or the Prospectus again becomes usable, up to a maximum increase of 1.00% per annum. 

  
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 Additional interest payable resulting from the registration defaults described in this
Section 2(d) shall accrue and be payable only with respect to a single registration default at any given time, notwithstanding the fact that multiple registration defaults may exist at such time. 

(e) Without limiting the remedies available to the Initial Purchasers and the Holders, the Company and the Guarantors acknowledge that
any failure by the Company or the Guarantors to comply with their obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate
remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the
Company’s and the Guarantors’ obligations under Section 2(a) and Section 2(b) hereof. 
 (f) The Company
represents, warrants and covenants that it (including its agents and representatives) will not prepare, make, use, authorize, approve or refer to any Free Writing Prospectus. 
 3. Registration Procedures.  
 (a) In connection with their
obligations pursuant to Section 2(a) and Section 2(b) hereof, the Company and the Guarantors shall: 
  

	 	(i)	use commercially reasonable efforts to prepare and file with the SEC a Registration Statement on the appropriate form under the Securities Act, which form
(x) shall be selected by the Company and the Guarantors, (y) shall, in the case of a Shelf Registration, be available for the sale of the Transfer Restricted Securities by the Holders thereof and (z) shall comply as to form in all
material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith; and use commercially reasonable efforts to cause such Registration Statement to become effective and
remain effective for the applicable period in accordance with Section 2 hereof; 

  

	 	(ii)	use commercially reasonable efforts to prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to
keep such Registration Statement effective for the applicable period in accordance with Section 2 hereof and cause each Prospectus to be supplemented by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule
424 under the Securities Act; and keep each Prospectus current during the period described in Section 4(3) of and Rule 174 under the Securities Act that is applicable to transactions by brokers or dealers with respect to the Transfer Restricted
Securities or Exchange Securities; 

  

	 	(iii)	 in the case of a Shelf Registration, use commercially reasonable efforts to furnish to each Holder of Transfer Restricted Securities, to counsel for
the Initial Purchasers, to counsel for such Holders and to each Underwriter of an Underwritten Offering of Transfer Restricted Securities, if any, without charge, as many copies of each Prospectus or preliminary prospectus, and any amendment or
supplement thereto, as such Holder, counsel or Underwriters may reasonably request in order to facilitate the sale or other disposition of the Transfer Restricted Securities thereunder; and the Company and the Guarantors consent to the use of such
Prospectus, preliminary prospectus and any amendment or supplement 



  
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thereto in accordance with applicable law by each of the Holders of Transfer Restricted Securities and any such Underwriters in connection with the offering and sale of the Transfer Restricted
Securities covered by and in the manner described in such Prospectus, preliminary prospectus or any amendment or supplement thereto in accordance with applicable law; 


 

	 	(iv)	use commercially reasonable efforts to register or qualify the Transfer Restricted Securities under all applicable state securities or “blue sky” laws of such
jurisdictions as any Holder of Transfer Restricted Securities covered by a Registration Statement shall reasonably request in writing by the time the applicable Registration Statement becomes effective; cooperate with such Holders in connection with
any filings required to be made with FINRA; and do any and all other acts and things that may be reasonably necessary or advisable to enable each Holder to complete the disposition in each such jurisdiction of the Transfer Restricted Securities
owned by such Holder; provided that neither the Company nor any Guarantor shall be required to (1) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be
required to so qualify, (2) file any general consent to service of process in any such jurisdiction or (3) subject itself to taxation in any such jurisdiction if it is not so subject; 


 

	 	(v)	notify counsel for the Initial Purchasers and, in the case of a Shelf Registration, notify each Holder of Transfer Restricted Securities and counsel for such Holders
promptly and, if requested by any such Holder or counsel, confirm such advice in writing (1) when a Registration Statement has become effective, when any post-effective amendment thereto has been filed and becomes effective and when any
amendment or supplement to the Prospectus has been filed, (2) of any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement or Prospectus or for additional information after the
Registration Statement has become effective, (3) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose,
including the receipt by the Company of any notice of objection of the SEC to the use of a Shelf Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act, (4) if, between the applicable
effective date of a Shelf Registration Statement and the closing of any sale of Transfer Restricted Securities covered thereby, the representations and warranties of the Company or any Guarantor contained in any underwriting agreement, securities
sales agreement or other similar agreement, if any, relating to an offering of such Transfer Restricted Securities cease to be true and correct in all material respects or if the Company or any Guarantor receives any notification with respect to the
suspension of the qualification of the Transfer Restricted Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, (5) of the happening of any event during the period a Registration Statement is effective
that makes any statement made in such Registration Statement or the related Prospectus untrue in any material respect or that requires the making of any changes in such Registration Statement or Prospectus in order to make the statements therein, in
light of the circumstances under which they were made, not misleading and (6) of any determination by the Company or any Guarantor that a post-effective amendment to a Registration Statement or any amendment or supplement to the Prospectus
would be appropriate; 

  

	 	(vi)	use commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement or, in the case of a Shelf
Registration, the resolution of any objection of the SEC pursuant to Rule 401(g)(2), including by filing an amendment to such Shelf Registration Statement on the proper form, at the earliest possible moment and provide immediate notice to each
Holder of the withdrawal of any such order or such resolution; 


  
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	 	(vii)	in the case of a Shelf Registration, furnish to each Holder of Transfer Restricted Securities, without charge, at least one conformed copy of each Registration
Statement and any post-effective amendment thereto (without any documents incorporated therein by reference or exhibits thereto, unless requested); 

  

	 	(viii)	in the case of a Shelf Registration, cooperate with the Holders of Transfer Restricted Securities to facilitate the timely preparation and delivery of certificates
representing Transfer Restricted Securities to be sold and not bearing any restrictive legends and enable such Transfer Restricted Securities to be issued in such denominations and registered in such names (consistent with the provisions of the
Indenture) as such Holders may reasonably request at least one Business Day prior to the closing of any sale of Transfer Restricted Securities; 

  

	 	(ix)	in the case of a Shelf Registration, upon the occurrence of any event contemplated by Section 3(a)(v)(5) hereof, use commercially reasonable efforts to prepare and
file with the SEC a supplement or post-effective amendment to such Shelf Registration Statement or any related Prospectus or Issuer Free Writing Prospectus or any document incorporated therein by reference or file any other required document so
that, as thereafter delivered (or, to the extent permitted by law, made available) to purchasers of the Transfer Restricted Securities, such Prospectus or Issuer Free Writing Prospectus will cease to have the identified deficiencies and will not
contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Company and the Guarantors shall notify
the Holders of Transfer Restricted Securities to suspend use of the Prospectus or Issuer Free Writing Prospectus as promptly as practicable after the occurrence of such an event, and such Holders hereby agree to suspend use of the Prospectus or
Issuer Free Writing Prospectus until the Company and the Guarantors have amended or supplemented the Prospectus or Issuer Free Writing Prospectus to correct such misstatement or omission; 


 

	 	(x)	a reasonable time prior to the filing of any Registration Statement, any Prospectus, any Issuer Free Writing Prospectus, any amendment to a Registration Statement or
amendment or supplement to a Prospectus or Issuer Free Writing Prospectus or of any document that is to be incorporated by reference into a Registration Statement or a Prospectus after initial filing of a Registration Statement, provide copies of
such document to the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, to the Holders of Transfer Restricted Securities and their counsel) and make such of the representatives of the Company and the Guarantors
as shall be reasonably requested by the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders of Transfer Restricted Securities or their counsel) available for discussion of such document; and the
Company and the Guarantors shall not, at any time after initial filing of a Registration Statement, use or file any Prospectus, any Issuer Free Writing Prospectus, any amendment of or supplement to a Registration Statement or a Prospectus, or any
document that is to be incorporated by reference into a Registration Statement or a Prospectus, of which the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, the Holders of Transfer Restricted Securities and
their counsel) shall not have previously been advised and furnished a copy or to which the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders of Transfer Restricted Securities or their counsel) shall
reasonably object within five Business Days after the receipt thereof provided that the immediately foregoing sentence shall not prohibit the Company from making any filing that is, in the opinion of counsel to the Company, necessary to
comply with applicable law; 


  
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	 	(xi)	obtain a CUSIP number for all Exchange Securities or Transfer Restricted Securities, as the case may be, not later than the initial effective date of a Registration
Statement; 

  

	 	(xii)	cause the Indenture to be qualified under the Trust Indenture Act in connection with the registration of the Exchange Securities or Transfer Restricted Securities, as
the case may be; cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and execute, and use commercially
reasonable efforts to cause the Trustee to execute, all documents as may be required to effect such changes and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner;


  

	 	(xiii)	in the case of a Shelf Registration, make available for inspection by a representative of the Holders of the Transfer Restricted Securities (an “Inspector”),
any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, any attorneys and accountants designated by a majority of the Holders of Transfer Restricted Securities to be included in such Shelf Registration and any
attorneys and accountants designated by such Underwriter, at reasonable times and in a reasonable manner, all pertinent financial and other records, documents and properties of the Company and its subsidiaries, and cause the respective officers,
directors and employees of the Company and the Guarantors to supply all information reasonably requested by any such Inspector, Underwriter, attorney or accountant in connection with a Shelf Registration Statement; provided that if any such
information is identified by the Company or any Guarantor as being confidential or proprietary, each Person receiving such information shall take such actions as are reasonably necessary to protect the confidentiality of such information to the
extent such action is otherwise not inconsistent with, an impairment of or in derogation of the rights and interests of any Inspector, Holder or Underwriter; 


 

	 	(xiv)	in the case of a Shelf Registration, use commercially reasonable efforts to cause all Transfer Restricted Securities to be listed on any securities exchange or any
automated quotation system on which similar securities issued or guaranteed by the Company or any Guarantor are then listed if requested by the majority of Holders, to the extent such Transfer Restricted Securities satisfy applicable listing
requirements; 

  

	 	(xv)	if reasonably requested by any Holder of Transfer Restricted Securities covered by a Shelf Registration Statement, promptly include in a Prospectus supplement or
post-effective amendment such information with respect to such Holder as such Holder reasonably requests to be included therein and make all required filings of such Prospectus supplement or such post-effective amendment as soon as reasonably
practicable after the Company has received notification of the matters to be so included in such filing; 

  

	 	(xvi)	 in the case of a Shelf Registration, enter into such customary agreements and take all such other actions in connection therewith (including those
requested by a majority of the Holders) in order to expedite or facilitate the disposition of such Transfer Restricted Securities including, but not limited to, an Underwritten Offering and in such connection, (1) to the extent possible, make
such representations and warranties to the Holders and any Underwriters of such Transfer Restricted Securities with respect to the business of the Company and its subsidiaries and the Registration Statement, Prospectus and documents




  
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incorporated by reference or deemed incorporated by reference, if any, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings and
confirm the same if and when requested, (2) obtain opinions of counsel to the Company and the Guarantors (which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to such Underwriters and their respective
counsel) addressed to each Underwriter of Transfer Restricted Securities, covering the matters customarily covered in opinions requested in underwritten offerings, (3) obtain “comfort” letters from the independent certified public
accountants of the Company and the Guarantors (and, if necessary, any other certified public accountant of any subsidiary of the Company or any Guarantor, or of any business acquired by the Company or any Guarantor for which financial statements and
financial data are or are required to be included in the Registration Statement) addressed to each selling Holder (to the extent permitted by applicable professional standards) and Underwriter of Transfer Restricted Securities, such letters to be in
customary form and covering matters of the type customarily covered in “comfort” letters in connection with underwritten offerings, including but not limited to financial information contained in any preliminary prospectus or Prospectus
and (4) deliver such documents and certificates as may be reasonably requested by the Holders of a majority in principal amount of the Transfer Restricted Securities being sold or the Underwriters, and which are customarily delivered in
underwritten offerings, to evidence the continued validity of the representations and warranties of the Company and the Guarantors made pursuant to clause (1) above and to evidence compliance with any customary conditions contained in an
underwriting agreement; and 

  

	 	(xvii)	prior to the completion of the Exchange Offer, or, in the case of a Shelf Registration Statement, prior to the date on which such Shelf Registration Statement is
declared effective, and so long as any Transfer Restricted Securities remain outstanding, cause each Additional Guarantor upon the creation or acquisition by the Company of such Additional Guarantor, to execute a counterpart to this Agreement in the
form attached hereto as Annex A and to deliver such counterpart to the Initial Purchasers no later than five Business Days following the execution thereof. 

 (b) In the case of a Shelf Registration Statement, the Company may require each Holder of Transfer Restricted Securities to furnish to the Company such information regarding such Holder and the proposed
disposition by such Holder of such Transfer Restricted Securities as the Company and the Guarantors may from time to time reasonably request in writing. No Holder shall be entitled to be named as a selling securityholder in the Shelf Registration
Statement or to use the Prospectus forming a part thereof for resales of Transfer Restricted Securities unless such Holder provides the information reasonably requested by the Company. 

(c) In the case of a Shelf Registration Statement, each Holder of Transfer Restricted Securities covered in such Shelf Registration
Statement agrees that, upon receipt of any notice from the Company and the Guarantors of the happening of any event of the kind described in Section 3(a)(v)(3) or 3(a)(v)(5) hereof, such Holder will forthwith discontinue disposition of Transfer
Restricted Securities pursuant to the Shelf Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 3(a)(ix) hereof and, if so
directed by the Company and the Guarantors, such Holder will deliver to the Company and the Guarantors all copies in its possession, other than permanent file copies then in such Holder’s possession, of the Prospectus and any Issuer Free
Writing Prospectuses covering such Transfer Restricted Securities that are current at the time of receipt of such notice. 

  
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 (d) If the Company and the Guarantors shall give any notice to suspend the disposition of
Transfer Restricted Securities pursuant to a Registration Statement, the Company and the Guarantors shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days
during the period from and including the date of the giving of such notice to and including the date when the Holders of such Transfer Restricted Securities shall have received copies of the supplemented or amended Prospectus necessary to resume
such dispositions. Any such suspensions shall not exceed more than 30 consecutive days or up to 60 days in the aggregate in any 12-month period and there shall not be more than two suspensions in effect during any 12-month period. 

(e) The Holders of Transfer Restricted Securities covered by a Shelf Registration Statement who desire to do so may sell such Transfer
Restricted Securities in an Underwritten Offering. In any such Underwritten Offering, the investment bank or investment banks and manager or managers (each, an “Underwriter”) that will administer the offering will be selected by the
Holders of a majority in principal amount of the Transfer Restricted Securities included in such offering. 
 4.
Participation of Broker-Dealers in Exchange Offer.  
 (a) The Staff has taken the position that any broker-dealer
that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a “Participating
Broker-Dealer”) may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities.

 The Company and the Guarantors understand that it is the Staff’s position that if the Prospectus contained in the
Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers
or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy their prospectus delivery obligation under
the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act. 
 (b) In light of the above, and notwithstanding the other provisions of this Agreement, the Company and the Guarantors agree to amend or supplement the Prospectus contained in the Exchange Offer
Registration Statement for a period of up to 180 days after the last Exchange Date (as such period may be extended pursuant to Section 3(d) of this Agreement), in order to expedite or facilitate the disposition of any Exchange Securities by
Participating Broker-Dealers consistent with the positions of the Staff recited in Section 4(a) above. The Company and the Guarantors further agree that Participating Broker-Dealers shall be authorized to deliver such Prospectus (or, to the
extent permitted by law, make available) during such period in connection with the resales contemplated by this Section 4. 

5. Indemnification and Contribution.  
 (a) The Company and each Guarantor, jointly and severally, agree to indemnify and hold harmless each Initial Purchaser and each Holder, their respective affiliates, directors and officers and each
Person, if any, who controls any Initial Purchaser or any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including,
without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or 

  
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several, that arise out of, or are based upon, (1) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or any omission or alleged
omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus
or any Issuer Free Writing Prospectus, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case
except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information provided by any
Initial Purchaser or Holder expressly for use therein. In connection with any Underwritten Offering permitted by Section 3, the Company and the Guarantors, jointly and severally, will also indemnify the Underwriters, if any, selling brokers,
dealers and similar securities industry professionals participating in the distribution, their respective affiliates and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as
provided above with respect to the indemnification of the Holders, if requested in connection with any Registration Statement, any Prospectus or any Issuer Free Writing Prospectus. 

(b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantors, the Initial Purchasers and
the other selling Holders, the directors of the Company and the Guarantors, each officer of the Company and the Guarantors who signed the Registration Statement and each Person, if any, who controls the Company, the Guarantors, any Initial Purchaser
and any other selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims,
damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Holder furnished to the Company in
writing by such Holder expressly for use in any Registration Statement, any Prospectus or any Issuer Free Writing Prospectus. 

(c) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or
asserted against any Person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such Person (the “Indemnified Person”) shall promptly notify the Person against whom such
indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under paragraph (a) or
(b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not
relieve it from any liability that it may have to an Indemnified Person otherwise than under paragraph (a) or (b) above. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the
Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 5 that the
Indemnifying Person may designate in such proceeding and shall pay the fees and expenses of such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person
shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the
contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses
available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified
Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests 

  
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between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and
expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm (x) if designated for one or more
Initial Purchasers or affiliates, directors, officers or control Persons of one or more Initial Purchasers shall be designated in writing by Barclays Capital Inc. unless such representation is to include Holders that are not Initial Purchasers,
(y) if designated for one or more Holders or directors, officers or control Persons of any Holder, in each case including one or more Holders other than Initial Purchasers, shall be designated in writing by a majority of the Holders to be
represented and (z) in all other cases shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its prior written consent, but if settled with such consent
or if there is a final non-appealable judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing
sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any
settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by the Indemnifying Person of such request, (ii) the Indemnifying Person shall not have reimbursed the
Indemnified Person for such amounts as are not in dispute in accordance with such request prior to the date of such settlement and (iii) the Indemnifying Person shall not have notified the Indemnified Person in writing (and in reasonable
detail) of its good faith belief that such reimbursement is not required. No Indemnifying Person shall, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which
any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (A) includes an unconditional release of such Indemnified Person, in form and substance
reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (B) does not include any statement as to or any admission of fault, culpability or a failure to act by or on
behalf of any Indemnified Person. 
 (d) If the indemnification provided for in paragraphs (a) and (b) above is
unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall
contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors
from the offering of the Securities and the Exchange Securities, on the one hand, and by the Holders from receiving Securities or Exchange Securities registered under the Securities Act, on the other hand, or (ii) if the allocation provided by
clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and the Guarantors on the one hand and the
Holders on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company and the Guarantors on the one
hand and the Holders on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied
by the Company and the Guarantors or by the applicable Holders, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. 

(e) The Company, the Guarantors and the Holders agree that it would not be just and equitable if contribution pursuant to this
Section 5 were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph
(d) above. The amount paid or payable by an 

  
 14 









 
Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section 5, in no event shall a Holder be required to contribute any amount in excess of the amount
by which the total price at which the Securities or Exchange Securities sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or
alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The
Holders’ obligations to contribute pursuant to this Section 5 are several and not joint. 
 (f) The remedies provided
for in this Section 5 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity. 
 (g) The indemnity and contribution provisions contained in this Section 5 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any
investigation made by or on behalf of the Initial Purchasers or any Holder or any Person controlling any Initial Purchaser or any Holder, or by or on behalf of the Company or the Guarantors or the officers or directors of or any Person controlling
the Company or the Guarantors, (iii) acceptance of any of the Exchange Securities and (iv) any sale of Transfer Restricted Securities pursuant to a Shelf Registration Statement. 

6. General. 
 (a) No Inconsistent Agreements. The Company and the Guarantors represent, warrant and agree that (i) the rights granted to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of any other outstanding securities issued or guaranteed by the Company or any Guarantor under any other agreement and (ii) neither the Company nor any Guarantor has entered into, or on or
after the date of this Agreement will enter into, any agreement that is inconsistent with the rights granted to the Holders of Transfer Restricted Securities in this Agreement or otherwise conflicts with the provisions hereof. 

(b) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company and the Guarantors have obtained the written consent of a majority of the Holders affected by such amendment,
modification, supplement, waiver or consent; provided that no amendment, modification, supplement, waiver or consent to any departure from the provisions of Section 5 hereof shall be effective as against any Holder of Transfer Restricted
Securities unless consented to in writing by such Holder. Any amendments, modifications, supplements, waivers or consents pursuant to this Section 6(b) shall be by a writing executed by each of the parties hereto. 

(c) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery,
registered first-class mail, telex, or any courier guaranteeing overnight delivery or by facsimile (including delivery by electronic mail) (i) if to a Holder, at the most current address given by such Holder to the Company by means of a notice
given in accordance with the provisions of this Section 6(c), which address initially is, with respect to the Initial Purchasers, the addresses set forth in the Purchase Agreement; (ii) if to the Company and the Guarantors, initially at
the Company’s address set forth in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c); and (iii) to such other persons at their respective
addresses as provided in the Purchase Agreement and thereafter at such other address, 

  
 15 









 
notice of which is given in accordance with the provisions of this Section 6(c). All such notices and communications shall be deemed to have been duly given: at the time delivered by hand,
if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged, if transmitted by facsimile; and on the next Business Day if timely delivered to an air courier guaranteeing
overnight delivery. Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in the Indenture 

(d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and
transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of
Transfer Restricted Securities in violation of the terms of the Purchase Agreement or the Indenture. If any transferee of any Holder shall acquire Transfer Restricted Securities in any manner, whether by operation of law or otherwise, such Transfer
Restricted Securities shall be held subject to all the terms of this Agreement, and by taking and holding such Transfer Restricted Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and
provisions of this Agreement and such Person shall be entitled to receive the benefits hereof. The Initial Purchasers (in their capacity as Initial Purchasers) shall have no liability or obligation to the Company or the Guarantors with respect to
any failure by a Holder to comply with, or any breach by any Holder of, any of the obligations of such Holder under this Agreement. 
 (e) Third Party Beneficiaries. Each Holder shall be a third party beneficiary to the agreements made hereunder between the Company and the Guarantors, on the one hand, and the Initial Purchasers,
on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of other Holders hereunder. 

(f) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 
 (g) Headings. The headings in this Agreement are for convenience of reference only, are not a part of this Agreement and shall not limit or otherwise affect the meaning hereof. 

(h) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without
regard to principles of conflict of laws that would require the application of laws of another jurisdiction. 
 (i) Waiver of
Jury Trial. The Company, the Guarantors and each of the Initial Purchasers hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to
this Agreement or the transactions contemplated hereby. 
 (j) Entire Agreement; Severability. This Agreement contains
the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto. If any term, provision, covenant or restriction contained in this Agreement is held by a court
of competent jurisdiction to be invalid, void or unenforceable or against public policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated. The Company, the Guarantors and the Initial Purchasers shall endeavor in good faith negotiations to replace the invalid, void or unenforceable provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, void or unenforceable provisions. 

  
 16 









 (k) Free Writing Prospectuses. Each Holder represents that it has not prepared or had
prepared on its behalf or used or referred to, and agrees that it will not prepare or have prepared on its behalf or use or refer to, any Free Writing Prospectus, and has not distributed and will not distribute any written materials in connection
with the offer or sale of the Transfer Restricted Securities without the prior express written consent of the Company. Any such Free Writing Prospectus consented to by the Company is hereinafter referred to as a “Permitted Free Writing
Prospectus.” The Company represents and agrees that it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, including in respect of timely filing with the SEC, legends
and record-keeping. 
 (l) Majorities. Any reference herein to a majority of Holders shall be deemed to refer to a
majority of the relevant aggregate principal amount of the outstanding Transfer Restricted Securities; provided that whenever the consent or approval of Holders is required hereunder, any Transfer Restricted Securities owned directly or
indirectly by the Company or any of its affiliates shall not be counted in determining whether such consent or approval was given by the required majority. 
 [Signature Page Follows] 

  
 17 









 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above. 
  

			
	LIBBEY GLASS INC.
		
	By:	 	 /s/ Susan Allene Kovach

	Name: Susan Allene Kovach
	Title Vice President, General Counsel and Secretary
	
	LIBBEY INC.
		
	By:	 	 /s/ Susan Allene Kovach

	Name: Susan Allene Kovach
	Title Vice President, General Counsel and Secretary
	
	SUBSIDIARY GUARANTORS
	
	SYRACUSE CHINA COMPANY
	WORLD TABLEWARE INC.
	LGA4 CORP.
	LGA3 CORP.
	THE DRUMMOND GLASS COMPANY
	LGC CORP.
	LIBBEY.COM LLC
	LGFS INC.
	LGAC LLC
		
	By:	 	 /s/ Susan Allene Kovach

	Name: Susan Allene Kovach
	Title Vice President, General Counsel and Secretary



  
 18 









 Confirmed and accepted as of the date first above written: 

For itself and on behalf of the 
 other Initial
Purchasers 
  

			
	 CITIGROUP GLOBAL MARKETS INC.

		
	By:	 	 /s/ Michael Zieari

	 Name: Michael Zieari

	 Title: Managing Director

	
	 BARCLAYS CAPITAL INC.

		
	By:	 	 /s/ Benjamin J. Burton

	 Name: Benjamin J. Burton

	 Title: Managing Director

	
	 J.P. MORGAN SECURITES LLC

		
	By:	 	 /s/ James McHugh

	 Name: James McHugh

	 Title: Executive Director



  
 19 









 Schedule 1 
 Subsidiary Guarantors 
 Syracuse China Company 

World Tableware Inc. 
 LGA4 Corp. 

LGA3 Corp. 
 The Drummond Glass Company

 LGC Corp. 
 Libbey.com LLC

 LGFS Inc. 
 LGAC LLC 

  
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 Schedule 2 
 Initial Purchasers 
 Citigroup Global Markets Inc. 

Barclays Capital Inc. 
 J.P. Morgan Securities
LLC 
 CJS Securities, Inc. 
 Fifth
Third Securities, Inc. 

  
 21 









 Annex A 
 Counterpart to Registration Rights Agreement 
 The undersigned hereby
absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement, dated as of May 18, 2012 by and among the Company, the guarantors party thereto and Barclays Capital Inc., on behalf of itself
and the other Initial Purchasers) to be bound by the terms and provisions of such Registration Rights Agreement. 
 IN WITNESS
WHEREOF, the undersigned has executed this counterpart as of                    . 

 

	
	 [GUARANTORS NAMES]

	
	  

	 By:

	 Name:

	 Title:




  
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