<PAGE>

                                                                    EXHIBIT 10.1

================================================================================

                                                        CUSIP No. Deal: 52989AA8
                                                 Revolving Commitment: 529897AB6

                                  $250,000,000

                                CREDIT AGREEMENT

                            Dated as of June 24, 2004

                                      among

                               LIBBEY GLASS INC.,

                                       and

                               LIBBEY EUROPE B.V.

                                as the Borrowers,

                             BANK OF AMERICA, N.A.,
                 as the Administrative Agent, Swing Line Lender
                              and as an L/C Issuer,

                              THE BANK OF NEW YORK,
                            as the Syndication Agent,

              THE BANK OF TOKYO - MITSUBISHI, LTD., CHICAGO BRANCH,
                           as the Documentation Agent,

                                       and

                         The Other Lenders Party Hereto

                         BANC OF AMERICA SECURITIES LLC,

                                       as

                       Lead Arranger and Lead Book Manager

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                                         PAGE
                                                                                                ----
<S>                                                                                             <C>
                                    ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

1.01    Defined Terms.........................................................................     1

1.02    Other Interpretive Provisions.........................................................    28

1.03    Accounting Terms......................................................................    28

1.04    Rounding..............................................................................    29

1.05    References to Agreements and Laws.....................................................    29

1.06    Exchange Rates; Currency Equivalents..................................................    29

1.07    Letter of Credit Amounts..............................................................    29

                               ARTICLE II
                  THE COMMITMENTS AND CREDIT EXTENSIONS

2.01    Amounts and Terms of Commitments......................................................    29

2.02    Borrowings, Conversions and Continuations of Loans....................................    31

2.03    Negotiated Rate Loans.................................................................    33

2.04    Letters of Credit.....................................................................    34

2.05    Prepayments...........................................................................    42

2.06    Swing Line Loans......................................................................    43

2.07    Reduction or Termination of Commitments...............................................    46

2.08    Repayment of Loans....................................................................    47

2.09    Interest..............................................................................    47

2.10    Fees..................................................................................    48

2.11    Computation of Interest and Fees......................................................    49

2.12    Evidence of Debt......................................................................    49

2.13    Payments Generally....................................................................    49

2.14    Sharing of Payments...................................................................    51

2.15    Increase in Commitments...............................................................    52

                               ARTICLE III
                 TAXES, YIELD PROTECTION AND ILLEGALITY

3.01    Taxes.................................................................................    53

3.02    Illegality............................................................................    55

3.03    Inability to Determine Rates..........................................................    55
</TABLE>

                                   i

<PAGE>

<TABLE>
<S>                                                                                               <C>
3.04    Increased Cost and Reduced Return; Capital Adequacy; Reserves on Fixed Rate Loans.....    55

3.05    Funding Losses........................................................................    57

3.06    Matters Applicable to all Requests for Compensation...................................    57

3.07    Survival..............................................................................    58

                                             ARTICLE IV
                             CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01    Conditions of Initial Credit Extension................................................    58

4.02    Conditions to all Credit Extensions...................................................    59

                                             ARTICLE V
                                   REPRESENTATIONS AND WARRANTIES

5.01    Existence, Qualification and Power; Compliance with Laws..............................    60

5.02    Authorization; No Contravention.......................................................    60

5.03    Governmental Authorization............................................................    60

5.04    Binding Effect........................................................................    60

5.05    Financial Statements; No Material Adverse Effect......................................    61

5.06    Litigation............................................................................    61

5.07    No Default............................................................................    61

5.08    Ownership of Property; Liens..........................................................    61

5.09    Environmental Compliance..............................................................    61

5.10    Insurance.............................................................................    63

5.11    Taxes.................................................................................    63

5.12    ERISA Compliance......................................................................    63

5.13    Subsidiaries..........................................................................    64

5.14    Margin Regulations; Public Utility Holding Company Act; Investment Company Act........    64

5.15    Disclosure............................................................................    64

5.16    Intellectual Property; Licenses, Etc..................................................    64

5.17    Representations as to the Dutch Borrower..............................................    64

                                             ARTICLE VI
                                       AFFIRMATIVE COVENANTS

6.01    Financial Statements..................................................................    65

6.02    Certificates; Other Information.......................................................    67

6.03    Notices...............................................................................    68

6.04    Payment of Obligations................................................................    68
</TABLE>

                                   ii

<PAGE>

<TABLE>
<S>                                                                                               <C>
6.05    Preservation of Existence, Etc........................................................    69

6.06    Maintenance of Properties.............................................................    69

6.07    Maintenance of Insurance..............................................................    69

6.08    Compliance with Laws..................................................................    69

6.09    Books and Records.....................................................................    69

6.10    Inspection Rights.....................................................................    69

6.11    Compliance with ERISA.................................................................    70

6.12    Use of Proceeds.......................................................................    70

6.13    Environmental Disclosure and Inspection...............................................    70

6.14    Borrower's Remedial Action Regarding Hazardous Materials..............................    71

6.15    Further Assurances....................................................................    71

                                            ARTICLE VII
                                         NEGATIVE COVENANTS

7.01    Liens.................................................................................    71

7.02    Investments...........................................................................    73

7.03    Indebtedness..........................................................................    75

7.04    Fundamental Changes...................................................................    76

7.05    Dispositions..........................................................................    77

7.06    Lease Obligations.....................................................................    78

7.07    Restricted Payments...................................................................    78

7.08    ERISA.................................................................................    80

7.09    Change in Nature of Business..........................................................    80

7.10    Transactions with Affiliates..........................................................    80

7.11    Burdensome Agreements.................................................................    80

7.12    Use of Proceeds.......................................................................    81

7.13    Contingent Obligations................................................................    81

7.14    Financial Covenants...................................................................    82

                                            ARTICLE VIII
                                   EVENTS OF DEFAULT AND REMEDIES

8.01    Events of Default.....................................................................    82

8.02    Remedies Upon Event of Default........................................................    84

8.03    Application of Funds..................................................................    85

8.04    Judgment Currency.....................................................................    85
</TABLE>

                                  iii

<PAGE>

<TABLE>
<S>                                                                                               <C>
                                             ARTICLE IX
                                        ADMINISTRATIVE AGENT

9.01    Appointment and Authority.............................................................    86

9.02    Rights as a Lender....................................................................    86

9.03    Exculpatory Provisions................................................................    86

9.04    Reliance by Administrative Agent......................................................    87

9.05    Delegation of Duties..................................................................    87

9.06    Resignation of Administrative Agent...................................................    88

9.07    Non-Reliance on Administrative Agent and Other Lenders................................    88

9.08    No Other Duties, Etc..................................................................    89

9.09    Guaranty Matters......................................................................    89

                                             ARTICLE X
                                           MISCELLANEOUS

10.01   Amendments, Etc.......................................................................    89

10.02   Notices; Effectiveness; Electronic Communication......................................    90

10.03   No Waiver; Cumulative Remedies........................................................    92

10.04   Expenses; Indemnity; Damage Waiver....................................................    92

10.05   Payments Set Aside....................................................................    94

10.06   Successors and Assigns................................................................    94

10.07   Confidentiality.......................................................................   100

10.08   Set-off...............................................................................   100

10.09   Interest Rate Limitation..............................................................   101

10.10   Counterparts..........................................................................   101

10.11   Integration...........................................................................   101

10.12   Survival of Representations and Warranties............................................   101

10.13   Severability..........................................................................   101

10.14   Foreign Lenders.......................................................................   102

10.15   Replacement of Lenders................................................................   103

10.16   Governing Law; Jurisdiction; Etc......................................................   104

10.17   Waiver of Right to Trial by Jury......................................................   106

10.18   Entire Agreement......................................................................   106

10.19   Unrestricted Subsidiaries.............................................................   106

10.20   Several Liability of Borrowers........................................................   107

10.21   USA PATRIOT Act Notice................................................................   107
</TABLE>

                                   iv

<PAGE>

<TABLE>
<S>                                                                                              <C>
10.22   Professional Market Party.............................................................   107
</TABLE>

SCHEDULES

   1.01          Mandatory Cost Formulae
   2.01          Revolving Loan Commitments and Pro Rata Shares
   2.04          Existing Letters of Credit
   5.09          Environmental Compliance
   5.12          ERISA
   5.13          Subsidiaries and Other Equity Investments
   7.01          Existing Liens
   7.02          Existing Investments
   7.03          Existing Indebtedness
   7.06          Existing Leases
   7.13          Existing Contingent Obligations
   10.02         Eurodollar, Offshore Currency and Domestic Lending Offices,
                 Addresses for Notices

EXHIBITS
 FORM OF

   A-1           Notice of Borrowing
   A-2           Notice of Conversion/Continuation
   B             Swing Line Loan Notice
   C-1           Revolving Loan Note
   C-2           Negotiated Rate Loan Note
   C-3           U.S. Swing Line Note
   C-4           Offshore Currency Loan Note
   C-5           Offshore Currency Swing Line Note
   D             Compliance Certificate
   E             Assignment and Assumption Agreement

                                       v

<PAGE>

                                CREDIT AGREEMENT

      This CREDIT AGREEMENT ("Agreement") is entered into as of June 24, 2004
among LIBBEY GLASS INC., a Delaware corporation (the "US Borrower"), LIBBEY
EUROPE B.V., a company organized and existing under the laws of the Netherlands
(the "Dutch Borrower", and together with the US Borrower, the "Borrowers"), each
lender from time to time party hereto (collectively, the "Lenders" and
individually, a "Lender"), BANK OF AMERICA, N.A., as the administrative agent,
Swing Line Lender and an L/C Issuer, and THE BANK OF NEW YORK, as the
syndication agent.

      The Borrowers have requested that the Lenders provide a revolving credit
facility, and the Lenders are willing to do so on the terms and conditions set
forth herein.

      In consideration of the mutual covenants and agreements herein contained,
the parties hereto covenant and agree as follows:

                                   ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

      1.01 DEFINED TERMS. As used in this Agreement, the following terms shall
have the meanings set forth below:

      "Accounts Receivable" means presently existing and hereafter arising or
acquired accounts receivable, general intangibles, choses in action and other
forms of obligations and receivables relating in any way to Inventory or arising
from the sale of Inventory or the rendering of services or howsoever otherwise
arising, and, with respect to any of the foregoing receivables or obligations,
(a) all of the interest of the US Borrower or any of its Subsidiaries in the
goods (including returned goods) the sale of which gave rise to such receivable
or obligation after the passage of title thereto to any obligor, (b) all other
Liens and property subject thereto from time to time purporting to secure
payment of such receivables or obligations, (c) all guarantees, insurance,
letters of credit and other agreements or arrangements of whatever character
from time to time supporting or securing payment of any such receivables or
obligations, (d) all interests of the Receivables Subsidiary under the documents
evidencing a Permitted Receivables Purchase Facility and any permitted
performance guaranty given in connection therewith, and (e) all records relating
to any of the foregoing and all proceeds and products of any of the foregoing.

      "Acquisition" means any transaction or series of related transactions for
the purpose of or resulting, directly or indirectly, in (a) the acquisition by
the US Borrower or a Subsidiary of all or substantially all of the assets of a
Person, or of any business or division of a Person, (b) the acquisition by the
US Borrower or a Subsidiary of in excess of 50% of the capital stock,
partnership interests, membership interests or equity of any Person (other than
a Person already a Subsidiary), or otherwise causing any Person to become a
Subsidiary, or (c) a merger or consolidation or any other combination by a
Borrower or a Subsidiary with another Person (other than a Person that is the US
Borrower or a Subsidiary), provided that the US Borrower or such Subsidiary is
the surviving entity.

<PAGE>

      "Adjusted Consolidated Net Income" means, for any period, for Holdings and
its Subsidiaries (other than any Unrestricted Subsidiaries) on a consolidated
basis, Consolidated Net Income excluding, if applicable, any after-tax
adjustment to Consolidated Net Income for the Restructuring Charge for such
period.

      "Administrative Agent" means Bank of America in its capacity as
administrative agent under any of the Loan Documents, or any permitted successor
administrative agent.

      "Administrative Agent's Office" means the Administrative Agent's address
and, as appropriate, account as set forth on Schedule 10.02, or such other
address or account as the Administrative Agent may from time to time notify the
US Borrower and the Lenders.

      "Affiliate" means, as to any Person, any other Person directly or
indirectly controlling, controlled by, or under direct or indirect common
control with, such Person. A Person shall be deemed to be "controlled by" any
other Person if such other Person possesses, directly or indirectly, power to
direct or cause the direction of the management and policies of such Person
whether through the ownership of voting securities or by contract or otherwise
other than any director, officer or employee of such Person.

      "Aggregate Commitments" has the meaning specified in the definition of
"Commitment".

      "Aggregate Receivables Discount Amount" has the meaning specified in the
definition of "Consolidated EBITDA."

      "Agreement" means this Credit Agreement.

      "Applicable Rate" means the following basis points per annum, based upon
the Leverage Ratio as set forth in the most recent Compliance Certificate
received by the Administrative Agent pursuant to Section 6.02(b):

                                 Applicable Rate

<TABLE>
<CAPTION>
                                                                 APPLICABLE RATE FOR
                                                                 EURODOLLAR RATE LOANS,
                                                                 OFFSHORE CURRENCY RATE       APPLICABLE       APPLICABLE RATE
PRICING                                            FACILITY       LOANS AND LETTER OF       RATE FOR BASE       FOR SWINGLINE
 LEVEL                 LEVERAGE RATIO                FEE              CREDIT FEE              RATE LOANS         LOANS IN EURO
<S>           <C>                                  <C>           <C>                        <C>                <C>
   1          Less than or equal to 1.75
              to 1.00                               15.0                 60.0                   -40.0                 110.0

   2          Less than or equal to 2.25
              to 1.00 but greater than
              1.75 to 1.00                          20.0                 80.0                   -20.0                 130.0

   3          Less than or equal to 2.75
              to 1.00 but greater than
              2.25 to 1.00                          25.0                100.0                     0.0                 150.0
</TABLE>

                                       2
<PAGE>

<TABLE>
<S>      <C>                            <C>     <C>       <C>    <C>
   4     Less than or equal to 3.25
         to 1.00 but greater than
         2.75 to 1.00                   30.0    120.0     20.0   170.0

   5     Greater than 3.25 to 1.00      40.0    135.0     35.0   185.0
</TABLE>

      Any increase or decrease in the Applicable Rate resulting from a change in
the Leverage Ratio shall become effective as of the fifth Business Day
immediately following the date a Compliance Certificate is delivered pursuant to
Section 6.02(b); provided, however, that if no Compliance Certificate is
delivered with respect to a fiscal quarter on or prior to the date when due in
accordance with such Section, then, until such time as the applicable Compliance
Certificate is delivered, with respect to the Facility Fee, Revolving Loans and
Offshore Currency Loans, Pricing Level 5 as set forth in the table above shall
apply as of the fifth Business Day after the Administrative Agent gives the US
Borrower notice that it has not received such certificate by the due date. Until
adjusted as provided above, the Applicable Rate shall be at the Pricing Level 4.

      "Applicable Swing Line Funding Office" means, initially, (a) for US Swing
Line Loans, the office specified for notices to the Swing Line Lender on
Schedule 10.02, and (b) for Offshore Currency Swing Line Loans, the office of
the London Branch of the Swing Line Lender as shall be designated by the Swing
Line Lender by notice to the Borrowers, and thereafter in each case such other
office or offices as the Swing Line Lender may designate by notice to the
Borrowers and the Administrative Agent.

      "Approved Fund" has the meaning specified in Section 10.06(h).

      "Assignment and Assumption Agreement" means an Assignment and Assumption
Agreement substantially in the form of Exhibit E.

      "Attorney Costs" means and includes all fees and disbursements of any law
firm or other external counsel and the allocated non-duplicative cost of
internal legal services and all disbursements of internal counsel.

      "Attributable Indebtedness" means, on any date, (a) in respect of any
capital lease of any Person, the capitalized amount thereof that would appear on
a balance sheet of such Person prepared as of such date in accordance with GAAP,
(b) in respect of any Synthetic Lease Obligation, the capitalized amount of the
remaining lease payments under the relevant lease that would appear on a balance
sheet of such Person prepared as of such date in accordance with GAAP if such
lease were accounted for as a capital lease, and (c) in respect of any Permitted
Receivables Purchase Facility, the amount of Receivables Facility Attributed
Indebtedness.

      "Audited Financial Statements" means the audited consolidated balance
sheet of Holdings and its Subsidiaries for the fiscal year ended December 31,
2003, and the related consolidated statements of income, shareholders' equity
and cash flows for such fiscal year of Holdings and its Subsidiaries.

      "Auto-Renewal Letter of Credit" has the meaning specified in Section
2.04(b)(iii).

                                       3
<PAGE>

      "Bank of America" means Bank of America, N.A.

      "Base Rate" means for any day a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest
in effect for such day as publicly announced from time to time by Bank of
America as its "prime rate." Such rate is a rate set by Bank of America based
upon various factors including Bank of America's costs and desired return,
general economic conditions and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above, or below such announced
rate. Any change in such rate announced by Bank of America shall take effect at
the opening of business on the day specified in the public announcement of such
change.

      "Base Rate Loan" means a Loan that bears interest based on the Base Rate.
All Base Rate Loans shall be denominated in Dollars.

      "Borrowers" has the meaning set forth in the introductory paragraph
hereto.

      "Borrowing" means a Revolving Borrowing, an Offshore Currency Borrowing, a
Negotiated Rate Loan Borrowing or a Swing Line Borrowing, as the context may
require.

      "Business Day" means (a) any day other than a Saturday, Sunday or other
day on which commercial banks are authorized to close under the Laws of, or are
in fact closed in, the state where the Administrative Agent's Office is located,
(b) if such day relates to any Eurodollar Rate Loan, any such day described in
clause (a) on which dealings in Dollar deposits are conducted by and between
banks in the London interbank eurodollar market and (c) if such day relates to
any Offshore Currency Loan or an Offshore Currency Swing Line Loan, means any
such day described in clause (a) which is also a TARGET Day.

      "Cash Collateralize" means to pledge and deposit with or deliver to the
Administrative Agent, for the benefit of the applicable L/C Issuer and the
Lenders, as collateral for the L/C Obligations, cash or deposit account balances
pursuant to documentation in form and substance satisfactory to the
Administrative Agent and the applicable L/C Issuer (which documents are hereby
consented to by the Lenders). Derivatives of such term shall have corresponding
meaning.

      "Change of Control" means, with respect to any Person, an event or series
of events by which:

      (a) any "person" or "group" (as such terms are used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit
plan of such person or its subsidiaries, and any person or entity acting in its
capacity as trustee, agent or other fiduciary or administrator of any such plan)
becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
Securities Exchange Act of 1934), directly or indirectly, of 30% or more of the
equity securities of such Person entitled to vote for members of the board of
directors or equivalent governing body of such Person; or

      (b) during any period of 12 consecutive months, a majority of the members
of the board of directors or other equivalent governing body of such Person
cease to be composed of individuals (i) who were members of that board or
equivalent governing body on the first day of

                                       4
<PAGE>

such period, (ii) whose election or nomination to that board or equivalent
governing body was approved by individuals referred to in clause (i) above
constituting at the time of such election or nomination at least a majority of
that board or equivalent governing body or (iii) whose election or nomination to
that board or other equivalent governing body was approved by individuals
referred to in clauses (i) and (ii) above constituting at the time of such
election or nomination at least a majority of that board or equivalent governing
body.

      "Code" means the Internal Revenue Code of 1986, as amended.

      "COLI Debt" means all Indebtedness of Holdings or any of its Subsidiaries
to the insurance company issuing the COLI Policies, if and for so long as: (a)
the aggregate principal amount of such Indebtedness is equal to or less than the
aggregate account value of all COLI Policies at the time such Indebtedness is
incurred by Holdings and such Subsidiaries and at all times thereafter; and (b)
the documentation with respect to such Indebtedness limits the recourse of the
insurance company issuing the COLI Policies, as lender, against Holdings and
such Subsidiaries for the payment of such Indebtedness to the ownership interest
of Holdings and its Subsidiaries in the COLI Policies.

      "COLI Policies" means all corporate-owned life insurance policies now or
hereafter purchased and maintained by Holdings or any of its Subsidiaries to
insure the lives of certain employees of Holdings and its Subsidiaries, which
policies name Holdings or such Subsidiary as the beneficiary upon the death of
such employee.

      "Commitment" means, as to each Lender, its obligation to (a) make
Revolving Loans to the US Borrower pursuant to Section 2.01(a), (b) make
Offshore Currency Loans to the Dutch Borrower pursuant to Section 2.01(b), (c)
purchase participations in L/C Obligations, and (d) purchase participations in
Swing Line Loans, in an aggregate principal amount not to exceed the amount set
forth opposite such Lender's name on Schedules 2.01(a), as such amount may be
reduced or adjusted from time to time in accordance with the terms of this
Agreement (collectively, the "Aggregate Commitments").

      "Compensation Period" has the meaning specified in Section 2.13(c)(ii).

      "Compliance Certificate" means a certificate substantially in the form of
Exhibit D.

      "Consolidated EBITDA" means, for any period, for Holdings and its
Subsidiaries (other than any Unrestricted Subsidiaries) on a consolidated basis,
an amount equal to (a) the sum of (i) Consolidated Net Income, (ii) Consolidated
Interest Charges, (iii) provisions for taxes, based on or measured by income,
included in the determination of such Consolidated Net Income, (iv) the amount
of depreciation and amortization expense deducted in determining such
Consolidated Net Income, (v) without duplication, non-cash charges as disclosed
in the financial statements or footnotes thereto of Holdings and its
Subsidiaries (other than any Unrestricted Subsidiaries) for such period included
in the determination of such Consolidated Net Income and (vi) the aggregate
amount of any discount on the sale of Accounts Receivable by Holdings and its
Subsidiaries (other than any Unrestricted Subsidiaries) in connection with a
Permitted Receivables Purchase Facility for such period included in the
determination of such Consolidated Net Income ("Aggregate Receivables Discount
Amount") minus (b) the sum of (i) amounts paid

                                       5
<PAGE>

in cash during such period in respect of non-cash charges taken in a prior
period and included in the calculation of Consolidated EBITDA pursuant to clause
(a)(v) above and (ii) non-cash gains as disclosed in the financial statements or
footnotes thereto of Holdings and its Subsidiaries (other than any Unrestricted
Subsidiaries) for such period, in each case, to the extent included in the
determination of such Consolidated Net Income; provided, however, that solely
for the purpose of the computation of the Leverage Ratio, if there has occurred
an Acquisition or Disposition during the relevant period, Consolidated EBITDA
shall be calculated on a Pro Forma Basis.

      "Consolidated Interest Charges" means, for any period, for Holdings and
its Subsidiaries (other than any Unrestricted Subsidiaries) on a consolidated
basis, the sum (without any netting of interest income) of (a) all interest,
premium payments and fees (excluding deferred financing fees payable to the
Lenders, the Agents or Lead Arranger in connection herewith or in connection
with other financing arrangements) of Holdings and its Subsidiaries (other than
any Unrestricted Subsidiaries) in connection with borrowed money (including
capitalized interest) or in connection with the deferred purchase price of
assets, in each case to the extent treated as interest in accordance with GAAP,
and (b) the portion of rent expense of Holdings and its Subsidiaries (other than
any Unrestricted Subsidiaries) with respect to such period under capital leases
that is treated as interest in accordance with GAAP.

      "Consolidated Net Income" means, for any period, for Holdings and its
Subsidiaries (other than any Unrestricted Subsidiaries) on a consolidated basis,
the net income of Holdings and its Subsidiaries (other than any Unrestricted
Subsidiaries) after extraordinary items for that period.

      "Consolidated Total Indebtedness" means, as of any date of determination,
for Holdings and its Subsidiaries (other than any Unrestricted Subsidiaries) on
a consolidated basis, the sum (without duplication) of (a) the outstanding
principal amount of all obligations, whether current or long-term, for borrowed
money (including Obligations hereunder but excluding COLI Debt), and all
obligations evidenced by bonds, debentures, notes, loan agreements or other
similar instruments, in each case determined in accordance with GAAP, (b)
Receivables Facility Attributed Indebtedness, (c) Attributable Indebtedness in
respect of capital leases and Synthetic Lease Obligations, and (d) without
duplication, all Guaranty Obligations with respect to Indebtedness of the types
specified in sections (a) through (c) above of Persons other than Holdings or
any Restricted Subsidiary to the extent the aggregate amount thereof exceeds
$30,000,000.

      "Contingent Obligation" means, as to any Person, any direct or indirect
liability of that Person, whether or not contingent, with or without recourse,
(a) in respect of any Guaranty Obligation, (b) with respect to any Surety
Instrument issued for the account of that Person or as to which that Person is
otherwise liable for reimbursement of drawings or payments, (c) to purchase any
materials, supplies or other property from, or to obtain the services of,
another Person if the relevant contract or other related document or obligation
requires that payment for such materials, supplies or other property, or for
such services, shall be made regardless of whether delivery of such materials,
supplies or other property is ever made or tendered, or such services are ever
performed or tendered, or (d) in respect of any Swap Contract. The amount of any
Contingent Obligation shall (a) in the case of Guaranty Obligations, be deemed
equal to the

                                       6
<PAGE>

stated or determinable amount of the primary obligation or portion thereof in
respect of which such Guaranty Obligation is made or, if less, to the amount to
which the Guaranty Obligation is limited or, if not stated or if indeterminable,
the maximum reasonably anticipated liability in respect thereof as determined by
the guarantying Person in good faith, and (b) in the case of other Contingent
Obligations, be equal to the maximum reasonably anticipated liability in respect
thereof.

      "Contractual Obligation" means, as to any Person, any provision of any
security issued by such Person or of any material agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.

      "Credit Extension" means each of the following: (a) a Revolving Borrowing,
(b) an Offshore Currency Borrowing, (c) a Negotiated Rate Loan Borrowing, (d) a
Swing Line Borrowing, and (e) an L/C Credit Extension.

      "Debtor Relief Laws" means the Bankruptcy Code of the United States of
America, and all other liquidation, conservatorship, bankruptcy, assignment for
the benefit of creditors, moratorium, rearrangement, receivership, insolvency,
reorganization, or similar debtor relief Laws of the United States of America or
other applicable jurisdictions from time to time in effect and affecting the
rights of creditors generally.

      "Default" means any event that, with the giving of any notice, the passage
of time, or both, would be an Event of Default.

      "Default Rate" means (a) when used with respect to Obligations other than
Letter of Credit fees, an interest rate equal to (i) the Base Rate plus (ii) the
Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum;
provided, however, that with respect to a Fixed Rate Loan or Offshore Currency
Swing Line Loan, the Default Rate shall be an interest rate equal to the
interest rate (including any Applicable Rate and any Mandatory Cost) otherwise
applicable to such Loan plus 2% per annum, and (b) when used with respect to
Letter of Credit fees, a rate equal to the Applicable Rate plus 2% per annum, in
each case to the fullest extent permitted by applicable Laws.

      "Defaulting Lender" means any Lender that (a) has failed to fund any
portion of the Revolving Loans, participations in L/C Obligations or
participations in Swing Line Loans required to be funded by it hereunder within
one Business Day of the date required to be funded by it hereunder, (b) 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 one Business Day of the
date when due, unless the subject of a good faith dispute, or (c) has been
deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

      "Disposition" or "Dispose" means the sale, assignment, exclusive (in all
jurisdictions) licensing or other transfer (including any sale and leaseback
transaction but excluding any ordinary course licensing arrangement and
excluding the sale of environmental credits to the extent the amount of proceeds
therefrom does not exceed $3,000,000 in the aggregate in any fiscal year of the
US Borrower) of any property by any Person, including any sale, assignment or
other transfer, with or without recourse, of any notes or accounts receivable or
any rights and

                                       7
<PAGE>

claims associated therewith (other than in connection with a Permitted
Receivables Purchase Facility).

      "Dollar" and "$" means lawful money of the United States of America.

      "Dollar Equivalent" means, at any time, (a) with respect to any amount
denominated in Dollars, such amount, and (b) with respect to any amount
denominated in euro, the equivalent amount thereof in Dollars as determined by
the Administrative Agent at such time on the basis of the Spot Rate (determined
in respect of the most recent Revaluation Date) for the purchases of Dollars
with euro.

      "Domestic Subsidiary" means a Subsidiary of a Borrower which is organized
under the laws of the United States or any political subdivision thereof.

      "Dutch Banking Act" means the Dutch Act on the Supervision of the Credit
System of 1992 (Wet toezicht kredietwezen 1992), as amended from time to time.

      "Dutch Borrower" has the meaning set forth in the introductory paragraphs
hereto.

      "Dutch Borrower Investment Amount" means, without duplication, the sum of
(a) all Investments pursuant to Section 7.02(r) by the US Borrower and the
Guarantors in the Dutch Borrower and (b) the fair market value, as determined in
good faith by the US Borrower or the applicable Restricted Subsidiary, of all
Dispositions pursuant to Section 7.05(l) by the US Borrower and the Guarantors
to the Dutch Borrower.

      "Dutch Central Bank" means the central bank of The Netherlands (De
Nederlandsche Bank).

      "Dutch Exemption Regulation" means the Exemption Regulation of the Dutch
Minister of Finance of June 26, 2002 (Vrijstellingsregeling Wtk 1992), as
amended from time to time.

      "Effective Date" means the date that all of the conditions precedent in
Section 4.01 are satisfied or waived in accordance with such Section 4.01.

      "Eligible Assignee" has the meaning specified in Section 10.06(h).

      "EMU" means the economic and monetary union in accordance with the Treaty
of Rome of 1957, as amended by the Single European Act of 1986, the Maastricht
Treaty of 1992 and the Amsterdam Treaty of 1998, as amended from time to time.

      "EMU Legislation" means the legislative measures of the European Council
for the introduction, changeover to or operation of a single or unified European
currency.

      "Environmental Claim" means any written accusation, allegation, notice of
violation, claim, demand, abatement order or other order or direction
(conditional or otherwise) by any Governmental Authority or any other Person for
any damage, including, without limitation, personal injury (including sickness,
disease or death), tangible or intangible property damage, contribution,
indemnity, indirect or consequential damages, damage to the environment,

                                       8
<PAGE>

nuisance, pollution, contamination or other adverse effects on the environment,
or for fines, penalties or restrictions, in each case relating to, resulting
from or in connection with Hazardous Materials and relating to any Loan Party,
any of its Restricted Subsidiaries or any Facility.

      "Environmental Laws" means all Laws relating to environmental, health, and
safety matters applicable to any property.

      "ERISA" means the Employee Retirement Income Security Act of 1974 and any
regulations issued pursuant thereto.

      "ERISA Affiliate" means any trade or business (whether or not
incorporated) under common control with either Borrower within the meaning of
Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for
purposes of provisions relating to Section 412 of the Code).

      "ERISA Event" means (a) a Reportable Event with respect to a Pension Plan;
(b) a withdrawal by the US Borrower or any ERISA Affiliate from a Pension Plan
subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by the US Borrower or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is
in reorganization (other than any withdrawal by the US Borrower from its
Syracuse China Multiemployer Plan to the extent such withdrawal could not
reasonably be expected to result in incremental liability in excess of the
Threshold Amount to any Loan Party); (d) the filing of a notice of intent to
terminate, the treatment of a Pension Plan amendment as a termination under
Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC
to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition
which might reasonably be expected to constitute grounds under Section 4042 of
ERISA for the termination of, or the appointment of a trustee to administer, any
Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under
Title IV of ERISA, other than PBGC premiums due but not delinquent under Section
4007 of ERISA, upon the US Borrower or any ERISA Affiliate.

      "euro" means the lawful currency of the each Participating Member
introduced in accordance with the EMU Legislation. All Loans denominated in euro
must be Offshore Currency Loans or Offshore Currency Swing Line Loans.

      "Eurodollar Rate" means for any Interest Period with respect to any
Eurodollar Rate Loan:

      (a) the rate per annum (rounded upward to the next 1/100th of 1%) equal to
the rate determined by the Administrative Agent to be the offered rate that
appears on the page of the Telerate screen (or any successor thereto) that
displays an average British Bankers Association Interest Settlement Rate for
deposits in Dollars (for delivery on the first day of such Interest Period) with
a term equivalent to such Interest Period, determined as of approximately 11:00
a.m., London time, two Business Days prior to the first day of such Interest
Period, or

      (b) if the rate referenced in the preceding subsection (a) does not appear
on such page or service or such page or service shall cease to be available, the
rate per annum (rounded

                                       9
<PAGE>

upward to the next 1/100th of 1%) equal to the rate determined by the
Administrative Agent to be the offered rate on such other page or other service
that displays an average British Bankers Association Interest Settlement Rate
for deposits in Dollars (for delivery on the first day of such Interest Period)
with a term equivalent to such Interest Period, determined as of approximately
11:00 a.m., London time, two Business Days prior to the first day of such
Interest Period, or

      (c) if the rates referenced in the preceding subsections (a) and (b) are
not available, the rate per annum (rounded upward to the next 1/100th of 1%)
determined by the Administrative Agent as the rate of interest at which deposits
in Dollars for delivery on the first day of such Interest Period in same day
funds in the approximate amount of the Eurodollar Rate Loan being made,
continued or converted by Bank of America and with a term equivalent to such
Interest Period would be offered by Bank of America's London Branch to major
banks in the London interbank eurodollar market at their request at
approximately 4:00 p.m., London time, two Business Days prior to the first day
of such Interest Period.

      "Eurodollar Rate Loan" means a Revolving Loan that bears interest at a
rate based on the Eurodollar Rate.

      "Event of Default" means any of the events or circumstances specified in
Article VIII.

      "Excluded Tax" means any of the following taxes, levies, imposts, duties,
deductions, withholdings or charges, and all liabilities with respect thereto:
(a) Taxes imposed on the net income or profits of a Lender or the Administrative
Agent (including without limitation branch profits taxes, minimum taxes and
taxes computed under alternative methods, at least one of which is based on net
income by (i) the jurisdiction under the laws of which such Lender or the
Administrative Agent is organized or any political subdivision thereof or (ii)
the jurisdiction of such Lender's or the Administrative Agent's applicable
lending office or any political subdivision thereof or (iii) any jurisdiction in
which the Lender or Administrative Agent is doing business or has a permanent
establishment (other than by virtue of being a Lender under this Agreement), (b)
franchise Taxes imposed on a Lender or the Administrative Agent in lieu of net
income Taxes, (c) any Taxes that would not have been imposed but for (i) the
failure by the Administrative Agent or such Lender, as applicable, to comply
with the requirements of Section 10.14 or otherwise provide and keep current any
certification or other documentation required to qualify for an exemption from
or reduced rate of any Tax or (ii) the gross negligence or willful misconduct of
Administrative Agent or such Lender, and (d) Taxes paid by a transferee or
assignee of a Lender to the extent such taxes exceed the amount that the Lender
would have paid with respect to the rights assigned, participated, or otherwise
transferred, unless (i) such assignment, participation or transfer shall have
been made when the circumstances giving rise to such greater payment did not
exist or had not yet occurred or (ii) such assignment, participation or transfer
shall have been made at the request of the US Borrower.

      "Existing Credit Agreement" means the Amended and Restated Revolving
Credit Agreement dated as of February 10, 2003 among the US Borrower and the
Dutch Borrower, as borrowers, each lender from time to time party thereto, as
lenders, Bank of America, as the administrative agent, swing line loan lender,
and a letter of credit issuer, and Bank One, NA and Fleet National Bank, as
syndication agents, as such agreement may have been amended, restated,
supplemented or otherwise modified from time to time.

                                       10
<PAGE>

      "Facilities" means any and all real property (including, without
limitation, all buildings, fixtures or other improvements located thereon) now
or hereafter owned, leased or operated by any Loan Party or any of its
Restricted Subsidiaries.

      "Facility Fee" has the meaning specified in Section 2.10(a).

      "Federal Funds Rate" means, for any day, the rate per annum equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank on the Business Day next
succeeding such day; provided that (a) if such day is not a Business Day, the
Federal Funds Rate for such day shall be such rate on such transactions on the
next preceding Business Day as so published on the next succeeding Business Day,
and (b) if no such rate is so published on such next succeeding Business Day,
the Federal Funds Rate for such day shall be the average rate charged to Bank of
America on such day on such transactions as determined by the Administrative
Agent.

      "Fee Letter" has the meaning specified in Section 2.10(b).

      "Fixed Rate" means the Eurodollar Rate and/or the Offshore Currency Rate,
as the context may require.

      "Fixed Rate Loan" means a Eurodollar Rate Loan and/or an Offshore Currency
Loan, as the context may require.

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

      "Foreign Subsidiary" means a Restricted Subsidiary of the US Borrower
which is not a Domestic Subsidiary.

      "Fund" has the meaning specified in Section 10.06(h).

      "FRB" means the Board of Governors of the Federal Reserve System of the
United States of America.

      "GAAP" means generally accepted accounting principles in the United States
of America set forth in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or
such other principles as may be approved by a significant segment of the
accounting profession, that are applicable to the circumstances as of the date
of determination.

      "Governmental Authority" means any nation or government, any state or
other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, administrative tribunal, central bank, or other public
entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.

                                       11
<PAGE>

      "Governmental Authorizations" means any permit, license, authorization,
plan, directive, consent order or consent decree of or from any foreign,
federal, state or local governmental authority, agency or court.

      "Granting Lender" has the meaning specified in Section 10.06(i).

      "Guaranteed Creditors" has the meaning specified in each of the Holdings
Guaranty and the Subsidiary Guaranty.

      "Guarantors" means, collectively, Holdings, US Borrower and the Restricted
Material Subsidiaries as identified with an asterisk on Schedule 5.13 and, after
the date hereof, any Subsidiary which may have joined in the Subsidiary Guaranty
pursuant to Section 6.15(b) hereof.

      "Guaranties" means, collectively, (a) the Subsidiary Guaranty, (b) the
Holdings Guaranty and (c) the Libbey Glass Guaranty.

      "Guaranty Obligation" means, as to any Person, (a) any obligation,
contingent or otherwise, of such Person guarantying or having the economic
effect of guarantying any Indebtedness or other obligation payable or
performable by another Person (the "primary obligor") in any manner, whether
directly or indirectly, and including any obligation of such Person, direct or
indirect, (i) to purchase or pay (or advance or supply funds for the purchase or
payment of) such Indebtedness or other obligation, (ii) to purchase or lease
property, securities or services for the purpose of assuring the obligee in
respect of such Indebtedness or other obligation of the payment or performance
of such Indebtedness or other obligation, (iii) 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 (iv) entered into for the purpose of assuring in any other
manner the obligee in respect of such Indebtedness or other obligation of the
payment or performance thereof or to protect such obligee against loss in
respect thereof (in whole or in part), or (b) any Lien on any assets of such
Person securing any Indebtedness or other obligation of any other Person,
whether or not such Indebtedness or other obligation is assumed by such Person.
The amount of any Guaranty Obligation shall be deemed to be an amount equal to
the stated or determinable amount of the related primary obligation, or portion
thereof, in respect of which such Guaranty Obligation is made or, if less, the
maximum amount to which the Contingent Obligation is limited or, if not stated
or determinable, the maximum reasonably anticipated liability in respect thereof
as determined by the guarantying Person in good faith.

      "Hazardous Materials" means (a) any chemical, material or substance at any
time defined as or included in the definition of "hazardous substances",
"hazardous wastes", "hazardous materials", "extremely hazardous waste",
"restricted hazardous waste", "infectious waste", "toxic substances" or any
other formulations intended to define, list or classify substances by reason of
deleterious properties such as ignitability, corrosivity, reactivity,
carcinogenicity, toxicity, reproductive toxicity, "TCLP toxicity" or "EP
toxicity" or words of similar import under any applicable Environmental Laws;
(b) any oil, petroleum, petroleum fraction or petroleum derived substance; (c)
any radioactive materials; (d) asbestos in any form; (e) urea formaldehyde foam

                                       12
<PAGE>

insulation; (f) electrical equipment which contains any oil or dielectric fluid
containing levels of polychlorinated biphenyls in excess of fifty parts per
million; and (g) pesticides.

      "Holdings" means Libbey Inc., a Delaware corporation, and the owner of
100% of the outstanding equity of the US Borrower.

      "Holdings Guaranty" means the Libbey Inc. Guaranty Agreement dated as of
the date hereof made by Holdings in favor of the Administrative Agent on behalf
of the Guaranteed Creditors.

      "Honor Date" has the meaning specified in Section 2.04(c)(i).

      "Indebtedness" means, as to any Person at a particular time, all of the
following, whether or not included as indebtedness or liabilities in accordance
with GAAP:

      (a) all obligations of such Person for borrowed money and all obligations
of such Person evidenced by bonds, debentures, notes, loan agreements or other
similar instruments;

      (b) all direct or contingent obligations of such Person arising under
letters of credit (including standby and commercial), bankers' acceptances, bank
guaranties, surety bonds and similar instruments;

      (c) all obligations of such Person to pay the deferred purchase price of
property or services payable more than six months after incurrence of the
obligation (other than trade accounts payable in the ordinary course of business
and contingent earn-outs payable with respect to Acquisitions otherwise
permitted hereunder);

      (d) indebtedness (excluding prepaid interest thereon) secured by a Lien on
property owned or being purchased by such Person (including indebtedness arising
under conditional sales or other title retention agreements), whether or not
such indebtedness shall have been assumed by such Person or is limited in
recourse;

      (e) capital leases to the extent classified as a liability on the balance
sheet in accordance with GAAP and Synthetic Lease Obligations;

      (f) Receivables Facility Attributed Indebtedness; and

      (g) all Guaranty Obligations of such Person in respect of any of the
foregoing.

      For all purposes hereof, the Indebtedness of any Person shall include the
Indebtedness of any partnership or Joint Venture (other than a Joint Venture
that is itself a corporation or limited liability company) in which such Person
is a general partner or a joint venturer, unless such Indebtedness is expressly
made non-recourse to such Person (subject only to customary exceptions) but only
to the extent such Person is liable therefor. The amount of any capital lease or
Synthetic Lease Obligation as of any date shall be deemed to be the amount of
Attributable Indebtedness in respect thereof as of such date.

      "Indemnitees" has the meaning set forth in Section 10.04.

                                       13
<PAGE>

      "Intercompany Indebtedness" means Indebtedness of the US Borrower or any
of its Subsidiaries which, in the case of the US Borrower, is owing to any
Restricted Subsidiary of the US Borrower and which, in the case of any
Subsidiary, is owing to the US Borrower or any of the US Borrower's other
Restricted Subsidiaries.

      "Interest Coverage Ratio" means, as of any date of determination, the
ratio of (a) of Consolidated EBITDA for the period of the four prior fiscal
quarters ending on such date to (b) Consolidated Interest Charges plus the
Aggregate Receivables Discount Amount for such period.

      "Interest Payment Date" means, (a) as to any Fixed Rate Loan, the last day
of each Interest Period applicable to such Loan; provided, however, that if any
Interest Period for a Fixed Rate Loan exceeds three months, the respective dates
that fall every three months after the beginning of such Interest Period shall
also be Interest Payment Dates; (b) as to any Base Rate Loan (including a US
Swing Line Loan), the first Business Day of each April, July, October and
January and the Revolving Loan Termination Date; (c) as to any Offshore Currency
Swing Line Loan, the first Business Day of each month and the Revolving Loan
Termination Date; and (d) as to any Negotiated Rate Loan, the first Business Day
of each month (or such other dates as are mutually agreed upon by the US
Borrower and the applicable Lender) and the Revolving Loan Termination Date.

      "Interest Period" means as to each Fixed Rate Loan the period commencing
on the date such Fixed Rate Loan is disbursed or converted to or continued as a
Fixed Rate Loan and ending on the date one, two, three or six months thereafter,
as selected by the US Borrower in its Notice of Borrowing or Notice of
Conversion/Continuation, as applicable (or, if all Lenders have agreed, nine or
12 months thereafter); provided that:

      (a) any Interest Period that would otherwise end on a day that is not a
Business Day shall be extended to the next succeeding Business Day unless, in
the case of a Fixed Rate Loan, such Business Day falls in another calendar
month, in which case such Interest Period shall end on the next preceding
Business Day;

      (b) any Interest Period pertaining to a Fixed Rate Loan that begins on the
last Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the calendar month at the end of such Interest
Period) shall end on the last Business Day of the calendar month at the end of
such Interest Period; and

      (c) no Interest Period with respect to any Loan shall extend beyond the
Revolving Loan Termination Date.

      "Inventory" means, inclusively, all inventory as defined in the UCC from
time to time and all goods, merchandise and other personal property wherever
located, now owned or hereafter acquired by the US Borrower or any of its
Subsidiaries of every kind or description which are held for sale or lease or
are furnished or to be furnished under a contract of service or are raw
materials, work-in-process or materials used or consumed or to be used or
consumed in the US Borrower's or any of its Subsidiaries' business.

      "Investment" means, as to any Person, any acquisition or investment by
such Person, whether by means of (a) the purchase or other acquisition of
capital stock or other securities of

                                       14
<PAGE>

another Person, (b) a loan, advance or capital contribution to, guaranty of debt
of, or purchase or other acquisition of any other debt or equity participation
or interest in, another Person, including any partnership or Joint Venture
interest in such other Person, or (c) the purchase or other acquisition (in one
transaction or a series of related transactions) of assets of another Person
that constitute a business unit. For purposes of covenant compliance, the amount
of any Investment shall be the amount actually invested by a Person minus cash
dividends, other cash returns and the fair market value of other distributions
received by such Person on or with respect to such Investment net of taxes
associated with such dividends and returns without adjustment for subsequent
increases or decreases in the value of such Investment.

      "IRS" means the United States Internal Revenue Service.

      "ISP" means, with respect to any Letter of Credit, the "International
Standby Practices 1998" published by the Institute of International Banking Law
& Practice (or such later version thereof as may be in effect at the time of
issuance).

      "Issuer Documents" means with respect to any Letter of Credit, the Letter
Credit Application, and any other document, agreement and instrument entered
into by an L/C Issuer and the US Borrower (or any Subsidiary) or in favor an L/C
Issuer and relating to any such Letter of Credit.

      "Joint Venture" means a corporation, partnership, limited liability
company, joint venture or other similar legal arrangement (whether created by
contract or conducted through a separate legal entity) which is not a Subsidiary
and which is now existing or hereafter formed by the US Borrower or any of its
Subsidiaries with another Person in order to conduct a common venture or
enterprise with such Person.

      "Laws" means, collectively, all international, foreign, Federal, state and
local statutes, treaties, rules, regulations, ordinances, codes and
administrative or judicial precedents or authorities, and all applicable
administrative orders, licenses, authorizations and permits of, and agreements
with, any Governmental Authority (and, in the case of each of the foregoing,
with respect to Section 3.04 only, whether or not having the force of law).

      "L/C Advance" means, with respect to each Lender, such Lender's
participation in any L/C Borrowing in accordance with its Pro Rata Share.

      "L/C Borrowing" means an extension of credit resulting from a drawing
under any Letter of Credit which has not been reimbursed on the date when made
or refinanced as a Revolving Borrowing.

      "L/C Credit Extension" means, with respect to any Letter of Credit, the
issuance thereof or extension of the expiry date thereof, or the renewal or
increase of the amount thereof.

      "L/C Issuer" means Bank of America in its capacity as an issuer of Letters
of Credit hereunder, any other Lender which agrees at the US Borrower's request
to serve as an issuer of Letters of Credit hereunder or any successor issuer of
the foregoing; provided, however, that at no time shall there be more than three
Lenders issuing Letters of Credit hereunder.

                                       15
<PAGE>

      "L/C Obligations" means, as at any date of determination, the aggregate
undrawn face amount of all outstanding Letters of Credit plus, without
duplication, the aggregate of all Unreimbursed Amounts, including all L/C
Borrowings.

      "Lead Arranger" means Banc of America Securities LLC, in its respective
capacity as lead arranger hereunder.

      "Lender" has the meaning specified in the introductory paragraph hereto
and, as the context requires, includes any L/C Issuer and the Swing Line Lender.

      "Lending Office" means, as to any Lender, the office or offices of such
Lender described as such on Schedule 10.02, or such other office or offices as a
Lender may from time to time notify the US Borrower and the Administrative
Agent.

      "Letter of Credit" means (a) the letters of credit previously issued by
Bank of America for the account of the US Borrower listed on Schedule 2.04
hereto and (b) any letter of credit issued hereunder. A Letter of Credit may be
a commercial letter of credit or a standby letter of credit but shall not
include provisions for the issuance of time drafts, issuance of bankers'
acceptances or issuance of other deferred payment obligations upon any drawing
thereunder.

      "Letter of Credit Application" means an application and agreement for the
issuance or amendment of a letter of credit in the form from time to time in use
by the applicable L/C Issuer.

      "Letter of Credit Expiration Date" means the day that is three days prior
to the Revolving Loan Termination Date (or, if such day is not a Business Day,
the next preceding Business Day).

      "Letter of Credit Sublimit" means an amount equal to the lesser of the
combined Revolving Loan Commitments and $30,000,000. The Letter of Credit
Sublimit is part of, and not in addition to, the Revolving Loan Commitments.

      "Leverage Ratio" means, as of any date of determination, for Holdings and
its Subsidiaries (other than any Unrestricted Subsidiaries) on a consolidated
basis, the ratio of (a) Consolidated Total Indebtedness as of such date to (b)
Consolidated EBITDA for the most recently ended period of four fiscal quarters.

      "Libbey Glass Guaranty" means the Guaranty dated as of the date hereof
made by the US Borrower in favor of the Administrative Agent on behalf of the
Lenders.

      "Lien" means any mortgage, pledge, hypothecation, assignment, encumbrance,
lien (statutory or other), charge, priority or other security interest
(including any conditional sale or other title retention agreement, any
financing lease having substantially the same economic effect as any of the
foregoing, and the filing of any financing statement under the UCC or comparable
Laws of any jurisdiction), including the interest of a purchaser of Accounts
Receivable under any Permitted Receivables Purchase Facility.

      "Loan" means an extension of credit by a Lender to a Borrower under
Article II in the form of a Revolving Loan, an Offshore Currency Loan, a Swing
Line Loan or a Negotiated Rate Loan.

                                       16
<PAGE>

      "Loan Documents" means this Agreement, each Note, the Fee Letter, each
Request for Credit Extension, each Compliance Certificate and the Guaranties.

      "Loan Parties" means, collectively, each Borrower and each Guarantor.

      "Mandatory Cost" means, with respect to any period, the percentage rate
per annum determined in accordance with Schedule 1.01.

      "Material Adverse Effect" means (a) a material adverse change in, or a
material adverse effect upon, the operations, business, assets, liabilities
(actual or contingent) or condition (financial or otherwise) of Holdings, the US
Borrower and its Restricted Subsidiaries taken as a whole; (b) a material
impairment of the ability of the Loan Parties to perform their obligations under
the Loan Documents taken as a whole; or (c) a material adverse effect upon the
legality, validity, binding effect or enforceability against the Loan Parties of
the Loan Documents taken as a whole.

      "Material Subsidiary" means (a) any Domestic Subsidiary and (b) solely for
the purposes of subsections 8.01(f) and (g), any Foreign Subsidiary, in each
case, whose (i) assets have a book value of at least $2,000,000 or (ii) annual
revenues exceed $10,000,000 for the most recently completed four fiscal quarters
of the US Borrower.

      "Maximum Non-Loan Party Investment Amount" means an aggregate amount not
to exceed (a) $75,000,000 or (b) $125,000,000 if at the time of such Investment
or Disposition, the Leverage Ratio is less than 2.25 to 1.00 (it being
understood that Investments permitted by this clause (b) shall not cease to be
allowed by virtue of changes in the Leverage Ratio subsequent to the time of
such Investment or Disposition), plus, in the case of either clause (a) or (b),
an amount (the "Incremental Amount") equal to any cash dividends, other cash
returns and the fair market value of other distributions received after the date
hereof with respect to the Investment described in Section 7.02(n) (such
Incremental Amount not to exceed the initial amount of such Investment).

      "Maximum Rate" has the meaning specified in Section 10.09.

      "Multiemployer Plan" means any employee benefit plan of the type described
in Section 4001(a)(3) of ERISA, to which the US Borrower or any ERISA Affiliate
makes or is obligated to make contributions, or during the preceding three
calendar years, has made or been obligated to make contributions.

      "Negotiated Rate" means, with respect to any Negotiated Rate Loan, the
fixed rate of interest per annum agreed upon by the US Borrower and the Lender
funding such Negotiated Rate Loan.

      "Negotiated Rate Loan" has the meaning specified in Section 2.03.

      "Negotiated Rate Loan Borrowing" means a borrowing of a Negotiated Rate
Loan pursuant to Section 2.03.

                                       17
<PAGE>

      "Negotiated Rate Loan Note" means a promissory note made by the US
Borrower in favor of a Lender evidencing Negotiated Rate Loans made by such
Lender, substantially in the form of Exhibit C-2.

      "Negotiated Rate Loan Sublimit" means an amount equal to the lesser of (a)
$125,000,000 and (b) the combined Revolving Loan Commitments. The Negotiated
Rate Loan Sublimit is part of, and not in addition to, the Revolving Loan
Commitments.

      "Net Proceeds" means, as to any Disposition by a Person, proceeds in cash,
checks or other cash equivalent financial instruments as and when received by
such Person, net of: (a) the direct costs relating to such Disposition excluding
amounts payable to such Person or any Affiliate of such Person, (b) sale, use or
other transaction taxes paid or payable by such Person as a direct result
thereof, and (c) amounts required to be applied to repay principal, interest and
prepayment premiums and penalties on Indebtedness secured by a Lien on the asset
which is the subject of such Disposition.

      "Non-Guarantor Investment Amount" means, without duplication, the sum of
(a) all Investments pursuant to Section 7.02(l) by the US Borrower, the Dutch
Borrower and the Guarantors in Restricted Subsidiaries that are not Guarantors
or Joint Ventures and (b) the fair market value, as determined in good faith by
the US Borrower or the applicable Restricted Subsidiary, of all Dispositions
pursuant to Section 7.05(j) by the US Borrower, the Dutch Borrower and the
Guarantors to Restricted Subsidiaries that are not Guarantors or Joint Ventures.

      "Nonrenewal Notice Date" has the meaning specified in Section
2.04(b)(iii).

      "Notes" means, collectively, the Revolving Loan Notes, the Offshore
Currency Loan Notes, the Swing Line Notes and the Negotiated Rate Loan Notes.

      "Notice of Borrowing" means a notice of a Revolving Borrowing, an Offshore
Currency Borrowing, or Negotiated Rate Loan Borrowing pursuant to Section 2.02
or 2.03, as applicable, which, if in writing, shall be substantially in the form
of Exhibit A-1.

      "Notice of Conversion/Continuation" means a notice of a conversion or
continuation of Loans pursuant to Section 2.02 which, if in writing, shall be
substantially in the form of Exhibit A-2.

      "Obligations" means all advances to, and debts, liabilities, obligations,
covenants and duties of, any Loan Party arising under any Loan Document, whether
direct or indirect (including those acquired by assumption), absolute or
contingent, due or to become due, now existing or hereafter arising and
including interest pursuant to the Loan Documents that accrues after the
commencement by or against any Loan Party or any Affiliate thereof of any
proceeding under any Debtor Relief Laws naming such Person as the debtor in such
proceeding.

      "Offshore Currency Borrowing" means a borrowing consisting of simultaneous
Offshore Currency Loans having the same Interest Period made by each of the
Lenders pursuant to Section 2.01(b).

                                       18
<PAGE>

      "Offshore Currency Equivalent" means at any time, with respect to any
amount denominated in Dollars, the equivalent amount thereof in euro as
determined by the Administrative Agent at such time on the basis of the Spot
Rate (determined in respect of the most recent Revaluation Date) for the
purchase of euro with Dollars.

      "Offshore Currency Loan" has the meaning set forth in Section 2.01(b).

      "Offshore Currency Loan Note" means a promissory note made by the
Borrowers in favor of a Lender evidencing Offshore Currency Loans made by such
Lender, substantially in the form of Exhibit C-4.

      "Offshore Currency Rate" means for any Interest Period with respect to any
Offshore Currency Loan:

      (a) the rate per annum (rounded upward to the next 1/100th of 1%) equal to
the rate determined by the Administrative Agent to be the offered rate that
appears on the page of the Telerate screen (or any successor thereto) that
displays an average British Bankers Association Interest Settlement Rate for
deposits in euro (for delivery on the first day of such Interest Period) with a
term equivalent to such Interest Period, determined as of approximately 11:00
a.m., London time, two Business Days prior to the first day of such Interest
Period, or

      (b) if the rate referenced in the preceding subsection (a) does not appear
on such page or service or such page or service shall cease to be available, the
rate per annum (rounded upward to the next 1/100th of 1%) equal to the rate
determined by the Administrative Agent to be the offered rate on such other page
or other service that displays an average British Bankers Association Interest
Settlement Rate for deposits in euro (for delivery on the first day of such
Interest Period) with a term equivalent to such Interest Period, determined as
of approximately 11:00 a.m., London time, two Business Days prior to the first
day of such Interest Period, or

      (c) if the rates referenced in the preceding subsections (a) and (b) are
not available, the rate per annum (rounded upward to the next 1/100th of 1%)
determined by the Administrative Agent as the rate of interest at which deposits
in euro for delivery on the first day of such Interest Period in same day funds
in the approximate amount of the Offshore Currency Loan being made, continued or
converted by Bank of America and with a term equivalent to such Interest Period
would be offered by Bank of America's London Branch to major banks in the London
interbank market for euro at their request at approximately 12:00 noon, London
time, two Business Days prior to the first day of such Interest Period.

      "Offshore Currency Sublimit" means an amount equal to the lesser of (a)
the combined Revolving Loan Commitments and (b) $100,000,000. The Offshore
Currency Sublimit is a part of, and not in addition to, the Revolving Loan
Commitments.

      "Offshore Currency Swing Line Loan" has the meaning specified in Section
2.06(a).

      "Offshore Currency Swing Line Loan Sublimit" means the amount not at any
time to exceed the lesser of the Revolving Loan Commitments or $15,000,000, as
designated by the US Borrower (by written notice to the Swing Line Lender at the
Applicable Swing Line Funding Office and to the Administrative Agent) from time
to time, but not more frequently than once

                                       19
<PAGE>

each month. The Offshore Currency Swing Line Loan Sublimit is part of, and not
in addition to, the Revolving Loan Commitments.

      "Offshore Currency Swing Line Note" means a promissory note dated as of
the Effective Date made by the Dutch Borrower in favor of the Swing Line Lender
evidencing Offshore Currency Swing Line Loans made by such Lender, substantially
in the form of Exhibit C-5.

      "Offshore Currency Swing Line Rate" means for any day with respect to
Offshore Currency Swing Line Loans the higher of (a) the rate of interest per
annum (rounded upward to the next 1/100th of 1%) at which overnight deposits in
the applicable offshore currency, in an amount approximately equal to the amount
with respect to which such rate is being determined, would be offered for such
day by the Swing Line Lender 's local branch to major banks in the local market
or other applicable offshore interbank market and (b) the cost of funds to the
Swing Line Lender's local branch with respect to such amount for such day,
expressed as a rate of interest per annum (rounded upward to the next 1/100th of
1%) plus, in each case, the Mandatory Cost associated with the Offshore Currency
Swing Line Loans.

      "Organization Documents" means, (a) with respect to any corporation, the
certificate or articles of incorporation, or the articles of association
(statuten), as applicable, and the bylaws; (b) with respect to any limited
liability company, the articles of formation and operating agreement; and (c)
with respect to any partnership, Joint Venture, trust or other form of business
entity, the partnership, Joint Venture or other applicable agreement of
formation and any agreement, instrument, filing or notice with respect thereto
filed in connection with its formation with the secretary of state or other
department in the state of its formation, in each case as amended from time to
time.

      "Other Taxes" has the meaning specified in Section 3.01(b).

      "Outstanding Amount" means (a) with respect to Loans on any date, the
aggregate outstanding principal amount thereof after giving effect to any
borrowings and prepayments or repayments of Loans, as the case may be, occurring
on such date; and (b) with respect to any L/C Obligations on any date, the
amount of such L/C Obligations on such date after giving effect to any L/C
Credit Extension occurring on such date and any other changes in the aggregate
amount of the L/C Obligations as of such date, including as a result of any
reimbursements of outstanding unpaid drawings under any Letters of Credit or any
reductions in the maximum amount available for drawing under Letters of Credit
taking effect on such date. Notwithstanding the foregoing, the Outstanding
Amount of Offshore Currency Loans and Offshore Currency Swing Line Loans shall
mean the Dollar Equivalent of the outstanding principal amount of such Offshore
Currency Loans and Offshore Currency Swing Line Loans.

      "Outstanding Offshore Currency Obligations" means the sum of the
Outstanding Amounts of all Offshore Currency Loans and Offshore Currency Swing
Line Loans.

      "Outstanding Revolving Credit Obligations" means the sum of the aggregate
Dollar Equivalent of the Outstanding Amount of all Revolving Loans, Offshore
Currency Loans, Negotiated Rate Loans, Swing Line Loans and L/C Obligations.

                                       20
<PAGE>

      "Overnight Rate" means, for any day, (a) with respect to any amount
denominated in Dollars, the Federal Funds Rate and (b) with respect to any
amount denominated in euro, the rate of interest per annum at which overnight
deposits in euro, in an amount approximately equal to the amount with respect to
which such rate is being determined, would be offered for such day by a branch
or Affiliate of Bank of America located in the applicable interbank market for
such currency to major banks in such interbank market.

      "Participant" has the meaning specified in Section 10.06(d).

      "Participating Member" means each state so described in any EMU
Legislation.

      "Participating Subsidiary" means any Subsidiary of the US Borrower that is
a participant in a Permitted Receivables Purchase Facility.

      "PBGC" means the Pension Benefit Guaranty Corporation.

      "Pension Plan" means any "employee pension benefit plan" (as such term is
defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA and is sponsored or maintained by the US Borrower
or any ERISA Affiliate or to which the US Borrower or any ERISA Affiliate
contributes or has an obligation to contribute, or in the case of a multiple
employer plan (as described in Section 4064(a) of ERISA) has made contributions
at any time during the immediately preceding five plan years.

      "Permitted Cost Savings" means, with respect to the determination of
Consolidated Net Income on a Pro Forma Basis, such cost savings as would be
permitted pursuant to Rule 11.02 of Regulation S-X, based on the US Borrower's
management's good faith estimate and as reviewed by certified public
accountants.

      "Permitted Liens" has the meaning specified in Section 7.01.

      "Permitted Receivables Purchase Facility" means any program entered into
by the US Borrower and/or its Participating Subsidiaries directly or indirectly
through a Receivables Subsidiary involving the sale or other financing, without
recourse based solely upon a default by one or more account debtors in the
payment of any Accounts Receivable included in the applicable Permitted
Receivables Purchase Facility, of Accounts Receivable arising in the ordinary
course of business; provided that any such transaction described in the
foregoing clause shall be consummated pursuant to documentation in form
reasonably satisfactory to the Administrative Agent, as evidenced by its written
approval thereof.

      "Permitted Swap Obligations" means any obligations (contingent or
otherwise) of the US Borrower or any Subsidiary existing or arising under any
Swap Contract, provided that such obligations are (or were) entered into by such
Person in the ordinary course of business for the purpose of directly mitigating
risks associated with liabilities, commitments, investments, assets, or property
held or reasonably anticipated by such Person, or changes in the value of
securities issued by such Person and not for purposes of speculation.

                                       21
<PAGE>

      "Person" means any individual, trustee, corporation, general partnership,
limited partnership, limited liability company, joint stock company, trust,
unincorporated organization, bank, business association, firm, Joint Venture or
Governmental Authority.

      "Plan" means any "employee benefit plan" (as such term is defined in
Section 3(3) of ERISA) established by the US Borrower or any ERISA Affiliate.

      "Professional Market Party" means a professional market party
(professionele marktpartij) as defined from time to time under the Dutch
Exemption Regulation. As of the date hereof, only the following are Professional
Market Parties: (a) banks, insurance companies, securities firms, investment
institutions and pension funds that are (i) supervised or licensed under Dutch
law or (ii) established and acting under supervision in a European Union member
state (other than The Netherlands), Australia, Canada, Japan, Mexico, New
Zealand, Puerto Rico, Saudi Arabia, South Korea, Switzerland, Turkey or the
United States of America; (b) investment institutions that offer their
participation rights exclusively to professional market parties and are not
required to be supervised or licensed under Dutch law; (c) the State of The
Netherlands, the Dutch Central Bank, a foreign central government body, a
foreign central bank, Dutch regional and local governments and comparable
foreign de-centralized government bodies, international treaty organizations and
supranational organizations; (d) enterprises or entities with total assets of at
least 500,000,000 euro (or the equivalent thereof in other currencies) as per
the balance sheet of such entity as of the year-end preceding the date of the
making of, or acceptance of an assignment of (as the case may be), any Loan
hereunder; (e) enterprises, entities or individuals with net assets (eigen
vermogen) within the meaning of the Dutch Exemption Regulation of at least
10,000,000 euro (or the equivalent thereof in other currencies) as of the
year-end preceding the date of the making of, or acceptance of an assignment of
(as the case may be), any Loan hereunder and who or which have been active in
the financial markets on average twice a month over a period of at least two
consecutive years preceding such date; (f) subsidiaries of the entities referred
to under clause (a) above; provided that such subsidiaries are subject to
supervision; and (g) an enterprise or institution that has a rating from or that
issues securities having a rating from a rating agency recognized for such
purposes by the Dutch Central Bank.

      "Pro Forma Basis" means, (a) with respect to the preparation of pro forma
financial statements for the purpose of the adjustment to Consolidated EBITDA
relating to any Acquisition and for any other purpose related to any
Acquisition, a pro forma on the basis that (i) any Indebtedness incurred or
assumed in connection with such Acquisition was incurred or assumed on the first
day of the applicable period, (ii) if such Indebtedness bears a floating
interest rate, such interest shall be paid over the pro forma period either at
the rate in effect on the date of such Acquisition or the applicable rate
experienced over the period, and (iii) all income and expense associated with
the assets or entity acquired in connection with such Acquisition for the most
recently ended four fiscal quarter period for which such income and expense
amounts are available shall be treated as being earned or incurred by Holdings
and its Restricted Subsidiaries on a pro forma basis for the portion of the
applicable period occurring prior to the date such Acquisition has occurred
without giving effect to any cost savings other than Permitted Cost Savings;
provided, however, that with respect to the amount of any Permitted Cost
Savings, 100% of such amount may be used in the first fiscal quarter ending
after the date the applicable Acquisition was consummated, 75% of such amount
may be used in the

                                       22
<PAGE>

second fiscal quarter ending after the date the applicable Acquisition was
consummated, 50% of such amount may be used in the third fiscal quarter ending
after the date the applicable Acquisition was consummated, and 25% of such
amount may be used in the fourth fiscal quarter ending after the date the
applicable Acquisition was consummated; and (b) with respect to the preparation
of pro forma financial statements for purpose of the permitted adjustment to
Consolidated EBITDA relating to any Disposition and for any other purpose
related to any Disposition, a pro forma on the basis that (i) any Indebtedness
prepaid out of the proceeds of such Disposition shall be deemed to have been
prepaid as of the first day of the applicable period, and (ii) all income and
expense (other than such expenses as the US Borrower, in good faith, estimates
will not be reduced or eliminated as a consequence of such Disposition)
associated with the assets or entity disposed of in connection with such
Disposition shall be deemed to have been eliminated as of the first day of the
applicable period.

      "Pro Rata Share" means, with respect to each Lender, the percentage
(carried out to the ninth decimal place) of the combined Revolving Loan
Commitments set forth opposite the name of that Lender on Schedule 2.01, as
adjusted to give effect to any assignments pursuant to Section 10.06(b),
increase in the combined Revolving Loan Commitments pursuant to Section 2.15 or
reduction or termination of the Revolving Loan Commitments pursuant to Section
2.07.

      "Qualified Accounting Firm" means any of Ernst & Young, LLP,
PricewaterhouseCoopers, LLP, Deloitte & Touche, LLP and KPMG, LLP.

      "Receivables Facility Attributed Indebtedness" at any time shall mean the
aggregate net outstanding amount theretofore paid to the Receivables Subsidiary
in respect of the Accounts Receivable sold, transferred or otherwise financed by
it in connection with a Permitted Receivables Purchase Facility.

      "Receivables Subsidiary" means a special purpose, bankruptcy remote,
direct or indirect, wholly-owned Restricted Subsidiary of the US Borrower which
may be formed for the sole and exclusive purpose of engaging in activities in
connection with the purchase, sale and financing of Accounts Receivable in
connection with and pursuant to a Permitted Receivables Purchase Facility.

      "Register" has the meaning set forth in Section 10.06(c).

      "Related Parties" means, with respect to any Person, such Person's
Affiliates and the partners, directors, officers, employees, agents and advisors
of such Person and of such Person's Affiliates.

      "Release" means any release, spill, emission, leaking, pumping, pouring,
injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching
or migration of Hazardous Materials into the indoor or outdoor environment
(including, without limitation, the abandonment of any barrels, containers or
other closed receptacles containing any Hazardous Materials), or into or out of
any Facility, including the movement of any Hazardous Material through the air,
soil, surface water, groundwater or property.

      "Reportable Event" means any of the events set forth in Section 4043(c) of
ERISA, other than events for which the 30-day notice period has been waived.

                                       23
<PAGE>

      "Request for Credit Extension" means (a) with respect to a Revolving
Borrowing, an Offshore Currency Borrowing, a borrowing of Negotiated Rate Loans,
a conversion or continuation of Revolving Loans, or a continuation of Offshore
Currency Loans, a Notice of Borrowing or Notice of Conversion/Continuation, as
applicable, (b) with respect to a Borrowing of a Swing Line Loan, a Swing Line
Loan Notice and (c) with respect to an L/C Credit Extension, a Letter of Credit
Application.

      "Required Lenders" means, as of any date of determination, Lenders whose
Voting Percentages aggregate more than 50%.

      "Responsible Officer" means the president, chief financial officer,
secretary or assistant secretary, treasurer or assistant treasurer of a Loan
Party. Any document delivered hereunder that is signed by a Responsible Officer
of a Loan Party shall be conclusively presumed to have been authorized by all
necessary corporate, partnership, limited liability company and/or other action
on the part of such Loan Party and such Responsible Officer shall be
conclusively presumed to have acted on behalf of such Loan Party.

      "Restricted Payment" means (a) any dividend or other distribution (whether
in cash, securities or other property) with respect to any capital stock of the
US Borrower or any Subsidiary thereof, 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 capital stock or of any option, warrant or other right
to acquire any such capital stock and (b) any Investment in an Unrestricted
Subsidiary (it being understood that on the date any Subsidiary is designated as
an Unrestricted Subsidiary, the US Borrower shall be deemed to have made an
Investment in such Subsidiary in the aggregate amount of all then outstanding
Investments previously made in such Subsidiary by the US Borrower or its
Restricted Subsidiaries).

      "Restricted Material Subsidiaries" means all Material Subsidiaries which
are also Restricted Subsidiaries.

      "Restricted Subsidiaries" means all the Subsidiaries of the US Borrower
other than the Unrestricted Subsidiaries.

      "Restructuring Charge" means the pre-tax charges of the US Borrower in an
aggregate amount not to exceed $20,000,000 on a cumulative basis from the
Effective Date relating to (a) capacity realignment charges, (b) goodwill
impairment charges pursuant to FASB Rule 141 or 142 or APB Rule 18 and/or (c)
asset impairment charges pursuant to FASB Rule 144.

      "Revaluation Date" means each of the following: (a) each date of a
Borrowing of an Offshore Currency Loan or an Offshore Currency Swing Line Loan,
(b) each date of a continuation of an Offshore Currency Loan, (c) the end of
each fiscal quarter of the US Borrower and (d) during any period in which the
Outstanding Revolving Credit Obligations exceeds 90% of the Aggregate
Commitments, such additional dates as the Administrative Agent shall specify.

      "Revolving Borrowing" means a borrowing consisting of simultaneous
Revolving Loans of the same Type and, as to Eurodollar Rate Loans, having the
same Interest Period made by each of the Lenders pursuant to Section 2.01(a).

                                       24
<PAGE>

      "Revolving Lender" means a Lender having a Revolving Loan Commitment.

      "Revolving Loan" has the meaning specified in Section 2.01(a).

      "Revolving Loan Commitment" means with respect to each Lender the amount
set forth in Schedule 2.01 with respect to such Lender (such amount, as the same
may be reduced or increased under Sections 2.07 or 2.15 or reduced as a result
of one or more assignments under Section 10.06).

      "Revolving Loan Note" means a promissory note dated as of the Effective
Date made by the US Borrower in favor of a Lender evidencing Revolving Loans
made by such Lender, substantially in the form of Exhibit C-1.

      "Revolving Loan Termination Date" means (a) June 24, 2009 or (b) such
earlier date upon which the Revolving Loan Commitments may be terminated in
accordance with the terms hereof.

      "SEC" means the Securities and Exchange Commission, or any Governmental
Authority succeeding to any of its principal functions.

      "SPC" has the meaning specified in Section 10.06(i).

      "Spot Rate" for a currency means the rate quoted by Bank of America as the
spot rate for the purchase by Bank of America of such currency with another
currency through its principal foreign exchange trading office at approximately
11:00 a.m., New York time, on the date two Business Days prior to the date as of
which the foreign exchange computation is made; provided that the Swing Line
Lender may use such spot rate quoted on the day of Borrowing of any Offshore
Currency Swing Ling Loan.

      "Subsidiary" of a Person means a corporation, partnership, joint venture,
limited liability company or other business entity of which a majority of the
shares of securities or other interests having ordinary voting power for the
election of directors or other governing body (other than securities or
interests having such power only by reason of the happening of a contingency)
are at the time beneficially owned, or the management of which is otherwise
controlled, directly, or indirectly through one or more intermediaries, or both,
by such Person. Unless otherwise specified, all references herein to a
"Subsidiary" or to "Subsidiaries" shall refer to a Subsidiary or Subsidiaries of
the US Borrower.

      "Subsidiary Guaranty" means the Subsidiary Guaranty Agreement dated as of
the date hereof made by the applicable Guarantors in favor of the Administrative
Agent on behalf of the Guaranteed Creditors.

      "Surety Instruments" means all letters of credit (including standby and
commercial), banker's acceptances, bank guaranties, shipside bonds, surety bonds
and similar instruments, including the Letters of Credit.

      "Swap Contract" means (a) any and all rate swap transactions, basis swaps,
credit derivative transactions, forward rate transactions, commodity swaps,
commodity options,

                                       25
<PAGE>

forward commodity contracts, equity or equity index swaps or options, bond or
bond price or bond index swaps or options or forward bond or forward bond price
or forward bond index transactions, interest rate options, forward foreign
exchange transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross-currency rate swap transactions,
currency options, spot contracts, or any other similar transactions or any
combination of any of the foregoing (including any options to enter into any of
the foregoing), whether or not any such transaction is governed by or subject to
any master agreement, and (b) any and all transactions of any kind, and the
related confirmations, which are subject to the terms and conditions of, or
governed by, any form of master agreement published by the International Swaps
and Derivatives Association, Inc., any International Foreign Exchange Master
Agreement, or any other master agreement (any such master agreement, together
with any related schedules, a "Master Agreement"), including any such
obligations or liabilities under any Master Agreement.

      "Swing Line" means the revolving credit facility made available by the
Swing Line Lender pursuant to Section 2.06.

      "Swing Line Borrowing" means a borrowing of a Swing Line Loan pursuant to
Section 2.06.

      "Swing Line Lender" means Bank of America in its capacity as provider of
Swing Line Loans, or any successor swing line lender hereunder.

      "Swing Line Loan" means a US Swing Line Loan or an Offshore Currency Swing
Line Loan, as the case may be.

      "Swing Line Notes" means, collectively, the US Swing Line Note and the
Offshore Currency Swing Line Note.

      "Swing Line Loan Notice" means a notice of a Swing Line Borrowing pursuant
to Section 2.06(b), which, if in writing, shall be substantially in the form of
Exhibit B.

      "Synthetic Lease Obligation" means the monetary obligation of a Person
under (a) a so-called synthetic, off-balance sheet or tax retention lease, or
(b) an agreement for the use or possession of property creating obligations that
do not appear on the balance sheet of such Person but which, upon the insolvency
or bankruptcy of such Person, would be characterized as the indebtedness of such
Person (without regard to accounting treatment).

      "Taxes" has the meaning specified in Section 3.01(a).

      "TARGET Day" means any day on which the Trans-European Automated Real-time
Gross Settlement Express Transfer (TARGET) System (or, if such clearing system
ceases to be operative, such other clearing system (if any) determined by the
Administrative Agent to be a suitable replacement) is operating.

      "Threshold Amount" means $20,000,000.

                                       26
<PAGE>

      "Type" means, with respect to a Revolving Loan, its character as a Base
Rate Loan or a Eurodollar Rate Loan, or, with respect to an Offshore Currency
Loan, its character as a Loan made using the Offshore Currency Rate.

      "UCC" means the Uniform Commercial Code as in effect in the State of New
York.

      "Unfunded Pension Liability" means the excess of a Pension Plan's benefit
liabilities under Section 4001(a)(16) of ERISA, over the current value of that
Pension Plan's assets, determined in accordance with the assumptions used for
funding the Pension Plan pursuant to Section 412 of the Code for the applicable
plan year.

      "Unreimbursed Amount" has the meaning set forth in Section 2.04(c)(i).

      "Unrestricted Subsidiary" means (a) any Subsidiary of the US Borrower
which is not a Domestic Subsidiary and which is designated as such in writing to
the Administrative Agent pursuant to Section 10.19 and (b) any Subsidiary of
Holdings (other than the US Borrower and any of its Subsidiaries) which is
formed after the date hereof.

      "US Borrower" has the meaning set forth in the introductory paragraphs
hereto.

      "US Swing Line Loan" has the meaning specified in Section 2.06(a).

      "US Swing Line Loan Sublimit" means an amount equal to (a) the lesser of
(i) $25,000,000 and (ii) the Revolving Loan Commitments minus (b) the Offshore
Currency Swing Line Loan Sublimit. The US Swing Line Loan Sublimit is part of,
and not in addition to, the Revolving Loan Commitments.

      "US Swing Line Note" means a promissory note dated as of the Effective
Date made by the US Borrower in favor of the Swing Line Lender evidencing US
Swing Line Loans made by such Lender, substantially in the form of Exhibit C-3.

      "Voting Percentage" means as to any Lender, (a) at the time when the
Aggregate Commitments are in effect, the percentage (carried out to the ninth
decimal place) which the sum of such Lender's Pro Rata Share of the combined
Revolving Loan Commitments then comprises of the Aggregate Commitments, and (b)
at any time after the termination of the Aggregate Commitments, the percentage
(carried out to the ninth decimal place) which (i) the sum of (A) the
Outstanding Amount of such Lender's Revolving Loans plus (B) the Outstanding
Amount of such Lender's Offshore Currency Loans, plus (C) such Lender's Pro Rata
Share of the Outstanding Amount of L/C Obligations, plus (D) such Lender's Pro
Rata Share of the Outstanding Amount of Swing Line Loans, then comprises of (ii)
the Outstanding Amount of all Loans and L/C Obligations; provided, however, that
any Defaulting Lender's Voting Percentage shall be deemed to be zero, and the
respective Pro Rata Shares and Voting Percentages of the other Lenders shall be
recomputed for purposes of this definition and the definition of "Required
Lenders" without regard to such Defaulting Lender's Commitment or the
outstanding amount of its Revolving Loans, Offshore Currency Loans, L/C Advances
and funded participations in Swing Line Loans, as the case may be.

                                       27
<PAGE>

      1.02 OTHER INTERPRETIVE PROVISIONS. With reference to this Agreement and
each other Loan Document, unless otherwise specified herein or in such other
Loan Document:

      (a) The meanings of defined terms are equally applicable to the singular
and plural forms of the defined terms.

      (b)   (i) The words "herein" and "hereunder" and words of similar import
when used in any Loan Document shall refer to such Loan Document as a whole and
not to any particular provision thereof.

            (ii) Article, Section, Exhibit and Schedule references are to the
      Loan Document in which such reference appears.

            (iii) The term "including" is by way of example and not limitation.

            (iv) The term "documents" includes any and all instruments,
      documents, agreements, certificates, notices, reports, financial
      statements and other writings, however evidenced, whether in physical or
      electronic form.

      (c) In the computation of periods of time from a specified date to a later
specified date, the word "from" means "from and including"; the words "to" and
"until" each mean "to but excluding"; and the word "through" means "to and
including".

      (d) Section headings herein and in the other Loan Documents are included
for convenience of reference only and shall not affect the interpretation of
this Agreement or any other Loan Document.

      1.03 ACCOUNTING TERMS.

      (a) All accounting terms not specifically or completely defined herein
shall be construed in conformity with, and all financial data required to be
submitted pursuant to this Agreement shall be prepared in conformity with, GAAP
applied on a consistent basis, as in effect from time to time, applied in a
manner consistent with that used in preparing the Audited Financial Statements,
except as otherwise specifically prescribed herein.

      (b) If at any time any change in GAAP would affect the computation of any
financial ratio or requirement set forth in any Loan Document, and either the US
Borrower or the Required Lenders shall so request, the Administrative Agent, the
Lenders and the US Borrower shall negotiate in good faith to amend such ratio or
requirement to preserve the original intent thereof in light of such change in
GAAP (subject to the approval of the Required Lenders); provided that, until so
amended, (i) such ratio or requirement shall continue to be computed in
accordance with GAAP prior to such change therein and (ii) the US Borrower shall
provide to the Administrative Agent and the Lenders financial statements and
other documents required under this Agreement or as reasonably requested
hereunder setting forth a reconciliation between calculations of such ratio or
requirement made before and after giving effect to such change in GAAP.

                                       28
<PAGE>

      1.04 ROUNDING. Any financial ratios required to be maintained by the US
Borrower pursuant to this Agreement shall be calculated by dividing the
appropriate component by the other component, carrying the result to one place
more than the number of places by which such ratio is expressed herein and
rounding the result up or down to the nearest number (with a rounding-up if
there is no nearest number).

      1.05 REFERENCES TO AGREEMENTS AND LAWS. Unless otherwise expressly
provided herein, (a) references to agreements (including the Loan Documents) and
other contractual instruments shall be deemed to include all subsequent
amendments, restatements, extensions, supplements and other modifications
thereto, but only to the extent that such amendments, restatements, extensions,
supplements and other modifications are not prohibited by any Loan Document; and
(b) references to any Law shall include all statutory and regulatory provisions
consolidating, amending, replacing, supplementing or interpreting such Law.

      1.06 EXCHANGE RATES; CURRENCY EQUIVALENTS.

      (a) The Administrative Agent shall determine the Spot Rates as of each
Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit
Extensions and Outstanding Amounts denominated in euro. Such Spot Rates shall
become effective as of such Revaluation Date and shall be the Spot Rates
employed in converting any amounts between Dollars and euro until the next
Revaluation Date to occur. Except for purposes of financial statements delivered
by Loan Parties hereunder or calculating financial covenants hereunder or except
as otherwise provided herein, the applicable amount of euro for purposes of the
Loan Documents shall be such Dollar Equivalent amount as so determined by the
Administrative Agent.

      (b) Wherever in this Agreement in connection with a Borrowing, conversion,
continuation or prepayment of a Loan or the issuance of a Letter of Credit, an
amount, such as a required minimum or multiple amount, is expressed in Dollars,
but such Borrowing, Loan or Letter of Credit is denominated in euro, such amount
shall be the relevant Offshore Currency Equivalent of such Dollar amount
(rounded to the nearest 1,000 units of euro).

      1.07 LETTER OF CREDIT AMOUNTS. Unless otherwise specified, all references
herein to the amount of a Letter of Credit at any time shall be deemed to mean
the Dollar Equivalent of the maximum face amount of such Letter of Credit after
giving effect to all increases thereof contemplated by such Letter of Credit or
the Issuer Documents related thereto, whether or not such maximum face amount is
in effect at such time.

                                   ARTICLE II

                      THE COMMITMENTS AND CREDIT EXTENSIONS

      2.01 AMOUNTS AND TERMS OF COMMITMENTS. (a) Subject to the terms and
conditions set forth herein, each Lender severally agrees to make loans in
Dollars (each such loan, a "Revolving Loan") to the US Borrower from time to
time on any Business Day during the period from the Effective Date to the
Revolving Loan Termination Date, in an aggregate amount not to exceed at any
time the Revolving Loan Commitment of such Lender; provided, however, that after
giving effect to any Revolving Borrowing, (i) the Dollar Equivalent of the
Outstanding Revolving Credit Obligations shall not exceed the combined Revolving
Loan Commitments, and

                                       29
<PAGE>

(ii) no Revolving Lender's Pro Rata Share of the Outstanding Revolving Credit
Obligations (excluding any Negotiated Rate Loans made by such Lender) shall
exceed such Lender's Revolving Loan Commitment. Within the limits of each
Lender's Revolving Loan Commitment, and subject to the other terms and
conditions hereof, the US Borrower may borrow under this Section 2.01(a), prepay
under Section 2.05, and reborrow under this Section 2.01(a). Revolving Loans may
be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. The
Dutch Borrower shall not be permitted to borrow Revolving Loans and shall not be
liable for Obligations incurred in connection with Loans made to the US
Borrower.

      (b) (i) Subject to the terms and conditions set forth herein, each Lender
severally agrees to make loans in euro (each such loan, a "Offshore Currency
Loan") to the Dutch Borrower from time to time on any Business Day during the
period from the Effective Date to the Revolving Loan Termination Date, in an
aggregate amount not to exceed at any time such Lender's Pro Rata Share of the
Offshore Currency Sublimit; provided, however, that after giving effect to any
Offshore Currency Borrowing, (x) the Dollar Equivalent of the Outstanding
Revolving Credit Obligations shall not exceed the combined Revolving Loan
Commitments, (y) the Dollar Equivalent of the Outstanding Offshore Currency
Obligations shall not exceed the Offshore Currency Sublimit and (z) no Lender's
Pro Rata Share of the Dollar Equivalent of the Outstanding Offshore Currency
Obligations shall exceed such Lender's Pro Rata Share of the Offshore Currency
Sublimit. Within the limits of each Lender's Pro Rata Share of the Offshore
Currency Sublimit, and subject to the other terms and conditions hereof, the
Dutch Borrower may borrow under this Section 2.01(b), prepay under Section 2.05,
and reborrow under this Section 2.01(b). Offshore Currency Loans must be Loans
made in euro at the Offshore Currency Rate.

      (ii) Because the operations and business activities of the Borrowers are
highly integrated and interdependent, at any particular time it is in the mutual
best interest of the Administrative Agent, the Lenders and the Borrowers for the
US Borrower, through a Responsible Officer, to deliver with respect to all
Offshore Currency Loans (or either Borrower, as the Borrowers shall determine
with respect to all Offshore Currency Swing Line Loans) all Requests for Credit
Extensions, and to take all other action of a Responsible Officer in this
Agreement or in any other Loan Document, on behalf of the Dutch Borrower. The
Dutch Borrower hereby directs the Administrative Agent to disburse the proceeds
of each Offshore Currency Loan as directed by the US Borrower through a
Responsible Officer, and such distribution will, in all circumstances, be deemed
to be made to the Dutch Borrower. The Dutch Borrower hereby irrevocably
designates, appoints, authorizes and (except with respect to the Borrowing of
Offshore Currency Swing Line Loans) directs the US Borrower (including each
Responsible Officer) to act on behalf of such Borrower for the purposes set
forth in this Section 2.01(b)(ii) and in Section 2.06, and to act on behalf of
such Borrower for purposes of giving notice to the Administrative Agent and/or
the Swing Line Lender of requests for Offshore Currency Borrowings or Offshore
Swing Line Loans, conversions, continuations and for otherwise giving and
receiving notices and certifications under this Agreement or any other Loan
Document, approving assignments by Lenders under Section 10.06 and otherwise for
taking all other action contemplated to be taken by the Dutch Borrower
(including each Responsible Officer) hereunder or under any other Loan Document.
The Administrative Agent and/or the Swing Line Lender is entitled to rely and
act on the instructions of the US Borrower, by and through any Responsible
Officer, on behalf of each Borrower. The US Borrower shall maintain

                                       30
<PAGE>

detailed accounting and records of all disbursements and payments made to the
Dutch Borrower with respect to proceeds of Offshore Currency Loans.
Notwithstanding any provision of this Section 2.01(b)(ii) to the contrary, (x)
neither Revolving Borrowings, US Swing Line Loans, Negotiated Rate Loan
Borrowings, nor Letters of Credit are available to the Dutch Borrower, and the
US Borrower shall not have the authority to request on behalf of the Dutch
Borrower Revolving Borrowings, US Swing Line Loans, Negotiated Rate Loan
Borrowings or the issuance of Letters of Credit and (y) without limiting the
authority conferred on the US Borrower in this subsection, the Dutch Borrower
through its Responsible Officers may make requests for Credit Extensions under
the Offshore Currency Swing Line.

      2.02 BORROWINGS, CONVERSIONS AND CONTINUATIONS OF LOANS.

      (a) Each Revolving Borrowing, each Offshore Currency Borrowing, each
conversion of Revolving Loans from one Type to the other, and each continuation
of Revolving Loans or Offshore Currency Loans as the same Type shall be made
upon the US Borrower's notice to the Administrative Agent, which notice shall be
irrevocable (subject to Section 3.03) and which may be given by telephone. Each
such notice must be received by the Administrative Agent not later than noon,
New York time, (i) three Business Days prior to the requested date of any
Revolving Borrowing of, conversion to or continuation of Eurodollar Rate Loans,
(ii) four Business Days prior to the requested date of any Offshore Currency
Borrowing or continuation of Offshore Currency Loans, and (iii) on the requested
date of any conversion of Eurodollar Rate Loans to Base Rate Loans, and of any
Revolving Borrowing of Base Rate Loans; provided, however, that if the US
Borrower wishes to request Eurodollar Rate Loans, or the US Borrower wishes to
request on behalf of the Dutch Borrower Offshore Currency Loans, having an
Interest Period other than one, two, three or six months in duration as provided
in the definition of "Interest Period", the applicable notice must be received
by the Administrative Agent not later than noon, New York time, four Business
Days prior to the requested date of Revolving Borrowing, Offshore Currency
Borrowing, conversion or continuation. Each such telephonic notice must be
confirmed promptly by delivery to the Administrative Agent of a written Notice
of Borrowing or Notice of Conversion/Continuation as the case may be,
appropriately completed and signed by a Responsible Officer of the US Borrower
or a Person designated in writing to the Administrative Agent by such
Responsible Officer to request Revolving Loans or Offshore Currency Loans (and
with respect to which specimen signatures have been provided), convert/continue
Revolving Loans or continue Offshore Currency Loans. Each Revolving Borrowing
of, Offshore Currency Borrowing of, and each conversion to or continuation of
Loans of any Type shall be in a principal Dollar Equivalent amount of $2,500,000
or a whole Dollar Equivalent multiple of $500,000 in excess thereof. Each Notice
of Borrowing or Notice of Conversion/Continuation, as applicable (whether
telephonic or written), shall specify (i) whether the US Borrower is requesting
a Revolving Borrowing, an Offshore Currency Borrowing, a conversion of Revolving
Loans from one Type to the other, or a continuation of Revolving Loans or
Offshore Currency Loans as the same Type, (ii) the requested date of the
Revolving Borrowing, Offshore Currency Borrowing, conversion or continuation, as
the case may be (which shall be a Business Day), (iii) the principal amount of
Loans to be borrowed, converted or continued, (iv) if applicable, the Type of
Revolving Loans to be borrowed or to which existing Revolving Loans are to be
converted, and (v) if applicable, the duration of the Interest Period with
respect thereto. With respect to Revolving Loans in Dollars, if the US Borrower
fails to specify a Type of Loan in a Notice of Borrowing or Notice of
Conversion/Continuation or if the US Borrower fails to give a

                                       31
<PAGE>

timely notice requesting a conversion or continuation, then the applicable
Revolving Loans shall be made or continued as, or converted to, Base Rate Loans.
Any such automatic conversion to Base Rate Loans shall be effective as of the
last day of the Interest Period then in effect with respect to the applicable
Eurodollar Rate Loans. If the US Borrower requests a Revolving Borrowing of,
conversion to, or continuation of Eurodollar Rate Loans or Offshore Currency
Borrowing of or continuation of Offshore Currency Loans in any such Notice of
Borrowing or Notice of Conversion/Continuation, but fails to specify an Interest
Period, it will be deemed to have specified an Interest Period of one month.

      (b) Following receipt of a Notice of Borrowing or Notice of Conversion/
Continuation, the Administrative Agent shall promptly notify each Lender of its
Pro Rata Share of the applicable Loans, and if no timely notice of a conversion
or continuation is provided by the US Borrower, the Administrative Agent shall
notify each Lender of the details of any automatic conversion to Base Rate Loans
described in the preceding subsection. In the case of a Revolving Borrowing or
Offshore Currency Borrowing, each Lender shall make the amount of its Revolving
Loan or Offshore Currency Loan available to the Administrative Agent in
immediately available funds at the Administrative Agent's Office not later than
1:00 p.m., New York time, on the Business Day specified in the applicable Notice
of Borrowing. Upon satisfaction of the applicable conditions set forth in
Section 4.02 (and, if such Borrowing is a Credit Extension made on the Effective
Date, Section 4.01), the Administrative Agent shall make all funds so received
available to the applicable Borrower in like funds as received by the
Administrative Agent either by (i) crediting the account of the applicable
Borrower on the books of Bank of America with the amount of such funds or (ii)
wire transfer of such funds, in each case in accordance with instructions
provided to the Administrative Agent by the US Borrower; provided, however, that
if, on the date of any Revolving Borrowing there are L/C Borrowings outstanding,
then the proceeds of such Borrowing shall be applied, first, to the payment in
full of any such L/C Borrowings, and second, to the US Borrower as provided
above.

      (c) Except as otherwise provided herein, a Eurodollar Rate Loan may be
continued or converted and an Offshore Currency Loan may be continued only on
the last day of an Interest Period for such Fixed Rate Loan. During the
existence of a Default or Event of Default, no Loans may be requested as,
converted to or continued as Eurodollar Rate Loans or Offshore Currency Loans
(whether in Dollars or euro) without the consent of the Required Lenders;
provided, however, that if the Required Lenders shall not consent to such
request, conversion or continuation of any Offshore Currency Loan, the then
outstanding Offshore Currency Loans denominated in euros shall be redenominated
into Dollars in the amount of the Dollar Equivalent thereof, on the last day of
the then current Interest Period with respect thereto.

      (d) The Administrative Agent shall promptly notify the US Borrower and the
Lenders of the interest rate applicable to any Eurodollar Rate Loan or any
Offshore Currency Loan, as applicable, upon determination of such interest rate.
The determination of the Eurodollar Rate or the Offshore Currency Rate by the
Administrative Agent shall be presumptively correct in the absence of manifest
error. The Administrative Agent shall notify the US Borrower and the Lenders of
any change in Bank of America's prime rate used in determining the Base Rate
promptly following the public announcement of such change.

                                       32
<PAGE>

      (e) After giving effect to any Borrowings, all conversions of Loans from
one Type to the other, and all continuations of Loans as the same Type, there
shall not be more than fifteen Interest Periods in effect with respect to
Eurodollar Rate Loans and Offshore Currency Loans, taken as a whole.

      (f) Negotiated Rate Loans may not be converted or continued but shall at
all times bear interest at the applicable Negotiated Rate.

      (g) Swing Line Loans may not be converted or continued but shall at all
times bear interest (i) with respect to US Swing Line Loans, at the Base Rate
plus the Applicable Rate for Revolving Loans that are Base Rate Loans and (ii)
with respect to Offshore Currency Swing Line Loans, the Offshore Currency Swing
Line Rate plus the Applicable Rate for Offshore Currency Swing Line Loans.

      (h) Offshore Currency Loans may not be converted, but may be continued,
and shall bear interest at the Offshore Currency Rate, plus the Applicable Rate
for Offshore Currency Loans.

      2.03 NEGOTIATED RATE LOANS.

      (a) Subject to the terms and conditions of this Agreement and in reliance
upon the representations and warranties of the Borrowers set forth herein, each
Revolving Lender hereby severally agrees that from time to time during the
period from and including the Effective Date to but excluding the Revolving Loan
Termination Date, the US Borrower may request one or more Revolving Lenders, in
the sole discretion of each, to make one or more Loans to the US Borrower on a
non-pro rata basis, each such Loan to remain outstanding for at least one day
and to mature no later than 180 days after the making thereof (or if earlier,
the Revolving Loan Termination Date) and to bear interest at such rate as shall
be agreed to by the US Borrower and the applicable Revolving Lender (each such
Loan being a "Negotiated Rate Loan"); provided that in no event shall (i) the
aggregate Outstanding Amount of Negotiated Rate Loans at any time exceed the
Negotiated Rate Loan Sublimit or (ii) the Outstanding Revolving Credit
Obligations exceed the Revolving Loan Commitment. All Negotiated Rate Loans
shall be in such minimum amounts as may be mutually agreed upon by the US
Borrower and the applicable Revolving Lender. The US Borrower and Revolving
Lenders acknowledge that (x) subject to the proviso in the first sentence of
this paragraph, notwithstanding the Revolving Loan Commitment of any Revolving
Lender, each Revolving Lender may, but shall not be obligated to, make
Negotiated Rate Loans as of any date in any aggregate amount that would not
cause the Outstanding Revolving Credit Obligations to exceed the combined
Revolving Loan Commitments then in effect (and for such purposes each Revolving
Lender may rely on the information provided by the US Borrower in the Notice of
Borrowing); and (y) Negotiated Rate Loans need not be made in accordance with
the Revolving Lenders' Pro Rata Shares.

      (b) Each Revolving Lender making any Negotiated Rate Loans shall, prior to
or concurrently with the making thereof, provide the Administrative Agent with
written notice of the amount, the date of Borrowing and maturity date of such
Negotiated Rate Loans, and the US Borrower and Revolving Lenders will, from time
to time, furnish such information to the Administrative Agent as the
Administrative Agent may reasonably request relating to the making

                                       33
<PAGE>

of Negotiated Rate Loans, including, without limitation, confirmation of
amounts, the date of Borrowing and maturities (and, upon the occurrence and
during the continuance of any Event of Default or Default only, applicable
interest rates), for the purpose of determining the Outstanding Revolving Credit
Obligations and the allocation of amounts received from the US Borrower for
payment of all amounts owing hereunder.

      (c) Whenever the US Borrower desires that a Revolving Lender make a
Negotiated Rate Loan, it shall deliver to the Administrative Agent and the
applicable Revolving Lender a Notice of Borrowing no later than 12:00 noon, New
York time, on the proposed Borrowing date. Promptly after receipt by the
Administrative Agent of a Notice of Borrowing (or telephonic notice in lieu
thereof) requesting Negotiated Rate Loans, the Administrative Agent shall
forward a copy of such notice to the applicable Revolving Lender(s) specified
therein. Upon satisfaction or waiver of the conditions precedent specified in
Article IV, the Revolving Lender funding any Negotiated Rate Loan shall make the
proceeds of such Negotiated Rate Loan available to the US Borrower on the
applicable Borrowing date by causing an amount equal to the proceeds of such
Loan in same day funds to be credited to such account of the US Borrower as may
be agreed to by the US Borrower and the Revolving Lender.

      (d) On the Effective Date, the US Borrower shall execute and deliver to
each Revolving Lender making a request therefor (or to the Administrative Agent
for that Revolving Lender) a Negotiated Rate Loan Note to evidence the
Negotiated Rate Loans which may be advanced by such Revolving Lender.

      (e) The US Borrower shall compensate each Revolving Lender, upon written
request by such Revolving Lender (which request shall set forth in reasonable
detail the basis for requesting such amounts), for all reasonable losses or
expenses (other than lost profits) arising from the liquidation or redeployment
of funds obtained by it to maintain such Loan or from fees payable to terminate
the deposits from which such funds were obtained, which such Revolving Lender
may actually incur with respect to Negotiated Rate Loans, (i) if for any reason
(other than a default or error by such Revolving Lender) a Borrowing of any
Negotiated Rate Loan does not occur on the date specified therefor in a Notice
of Borrowing, (ii) if any prepayment or other principal payment of any of such
Revolving Lender's Negotiated Rate Loans occurs on a date prior to the last day
of the interest period applicable to that Negotiated Rate Loan, (iii) if any
prepayment of any of such Revolving Lender's Negotiated Rate Loans is not made
on any date specified in a notice of prepayment given by the US Borrower and
consented to by such Revolving Lender, or (iv) as a consequence of any other
default by the US Borrower to repay such Revolving Lender's Negotiated Rate
Loans when required by the terms of this Agreement.

      (f) The US Borrower may not prepay any Negotiated Rate Loan without the
consent of the applicable Revolving Lender; provided that the US Borrower shall
deliver to the Administrative Agent a notice of any prepayment of any Negotiated
Rate Loan on or prior to the date of such prepayment.

      2.04 LETTERS OF CREDIT.

      (a) The Letter of Credit Commitment.

                                       34
<PAGE>

            (i) Subject to the terms and conditions set forth herein, (A) each
      L/C Issuer agrees, in reliance upon the agreements of the other Revolving
      Lenders set forth in this Section 2.04, (1) from time to time on any
      Business Day during the period from the Effective Date until the Letter of
      Credit Expiration Date, to issue Letters of Credit denominated in Dollars
      for the account of the US Borrower, and to amend or renew Letters of
      Credit previously issued by it, in accordance with subsection (b) below,
      and (2) to honor drafts under the Letters of Credit; and (B) the Revolving
      Lenders severally agree to participate in Letters of Credit issued for the
      account of the US Borrower; provided that no L/C Issuer shall be obligated
      to make any L/C Credit Extension with respect to any Letter of Credit, and
      no Lender shall be obligated to participate in, any Letter of Credit if as
      of the date of such L/C Credit Extension, (x) the Dollar Equivalent of the
      Outstanding Revolving Credit Obligations would exceed the combined
      Revolving Loan Commitments, (y) such Lender's Pro Rata Share of the Dollar
      Equivalent of the Outstanding Revolving Credit Obligations (excluding the
      Outstanding Amount of such Lender's Negotiated Rate Loans) would exceed
      such Lender's Revolving Loan Commitment, or (z) the Outstanding Amount of
      the L/C Obligations would exceed the Letter of Credit Sublimit. Within the
      foregoing limits, and subject to the terms and conditions hereof, the US
      Borrower's ability to obtain Letters of Credit shall be fully revolving,
      and accordingly the US Borrower may, during the foregoing period, obtain
      Letters of Credit to replace Letters of Credit that have expired or that
      have been drawn upon and reimbursed. As of the Effective Date, each of the
      letters of credit listed on Schedule 2.04 hereto shall be deemed to be
      Letters of Credit issued pursuant hereto and shall be subject to and
      governed by the terms and conditions hereof.

            (ii) An L/C Issuer shall be under no obligation to issue any Letter
      of Credit if:

                  (A) any order, judgment or decree of any Governmental
            Authority or arbitrator shall by its terms purport to enjoin or
            restrain such L/C Issuer from issuing such Letter of Credit, or any
            Law applicable to such L/C Issuer or any request or directive
            (whether or not having the force of law) from any Governmental
            Authority with jurisdiction over such L/C Issuer shall prohibit, or
            request that such L/C Issuer refrain from, the issuance of letters
            of credit generally or such Letter of Credit in particular or shall
            impose upon such L/C Issuer with respect to such Letter of Credit
            any restriction, reserve or capital requirement (for which such L/C
            Issuer is not otherwise compensated hereunder) not in effect on the
            Effective Date, or shall impose upon such L/C Issuer any
            unreimbursed loss, cost or expense which was not applicable on the
            Effective Date and which such L/C Issuer in good faith deems
            material to it;

                  (B) subject to Section 2.04(b)(iii), the expiry date of such
            requested Letter of Credit would occur more than twelve months after
            the date of issuance or last renewal, unless the applicable L/C
            Issuer has approved such expiry date;

                  (C) the expiry date of such requested Letter of Credit would
            occur after the Letter of Credit Expiration Date, unless all the
            Lenders have approved such expiry date;

                                       35
<PAGE>

                  (D) the purpose or form of such Letter of Credit would violate
            one or more policies of such L/C Issuer;

                  (E) such Letter of Credit is to be denominated in a currency
            other than Dollars;

                  (F) a default of any Lender's obligations to fund under
            Section 2.04(c) exists or any Lender is at such time a Defaulting
            Lender hereunder, unless such L/C Issuer has entered into
            satisfactory arrangements with the US Borrower or such Lender to
            eliminate such L/C Issuer's risk with respect to such Lender; or

                  (G) the US Borrower shall not have agreed to pay the
            applicable L/C Issuer such fees and expenses with respect to such
            Letter of Credit as such L/C Issuer is customarily paid in similar
            situations in connection with the issuance, negotiation, processing
            and/or administration of letters of credit or as otherwise agreed to
            by such L/C Issuer and the US Borrower.

            (iii) An L/C Issuer shall be under no obligation to amend any Letter
      of Credit if (A) such L/C Issuer would have no obligation at such time to
      issue such Letter of Credit in its amended form under the terms hereof, or
      (B) the beneficiary of such Letter of Credit does not accept the proposed
      amendment to such Letter of Credit.

      (b) Procedures for Issuance and Amendment of Letters of Credit;
Auto-Renewal Letters of Credit.

            (i) Each Letter of Credit shall be issued or amended, as the case
      may be, upon the request of the US Borrower delivered to the applicable
      L/C Issuer (with a copy to the Administrative Agent) in the form of a
      Letter of Credit Application, appropriately completed and signed by a
      Responsible Officer of the US Borrower. Such L/C Application must be
      received by such L/C Issuer and the Administrative Agent not later than
      noon, New York time, at least two Business Days (or such later date and
      time as such L/C Issuer may agree in a particular instance in its sole
      discretion) prior to the proposed issuance date or date of amendment, as
      the case may be. In the case of a request for an initial issuance of a
      Letter of Credit, such Letter of Credit Application shall specify in form
      and detail reasonably satisfactory to such L/C Issuer: (A) the proposed
      issuance date of the requested Letter of Credit (which shall be a Business
      Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name
      and address of the beneficiary thereof; (E) the documents to be presented
      by such beneficiary in case of any drawing thereunder; (F) the full text
      of any certificate to be presented by such beneficiary in case of any
      drawing thereunder; and (G) such other matters as such L/C Issuer may
      reasonably require. In the case of a request for an amendment of any
      outstanding Letter of Credit, such Letter of Credit Application shall
      specify in form and detail satisfactory to such L/C Issuer (1) the Letter
      of Credit to be amended; (2) the proposed date of amendment thereof (which
      shall be a Business Day); (3) the nature of the proposed amendment; and
      (4) such other matters as such L/C Issuer may reasonably require.

                                       36
<PAGE>

            (ii) Promptly after receipt of any Letter of Credit Application,
      each L/C Issuer will confirm with the Administrative Agent (by telephone
      or in writing) that the Administrative Agent has received a copy of such
      Letter of Credit Application from the US Borrower and, if not, such L/C
      Issuer will provide the Administrative Agent with a copy thereof. Upon
      receipt by such L/C Issuer of confirmation from the Administrative Agent
      that the requested issuance or amendment is permitted in accordance with
      the terms hereof, then, subject to the terms and conditions hereof, such
      L/C Issuer shall, on the requested date, issue a Letter of Credit for the
      account of the US Borrower or enter into the applicable amendment, as the
      case may be, in each case in accordance with such L/C Issuer's usual and
      customary business practices. Immediately upon the issuance of each Letter
      of Credit, each Revolving Lender shall be deemed to, and hereby
      irrevocably and unconditionally agrees to, purchase from such L/C Issuer a
      risk participation in such Letter of Credit in an amount equal to the
      product of such Lender's Pro Rata Share times the amount of such Letter of
      Credit.

            (iii) If the US Borrower so requests in any applicable Letter of
      Credit Application, any L/C Issuer may, in its sole and absolute
      discretion, agree to issue a Letter of Credit that has automatic renewal
      provisions (each, an "Auto-Renewal Letter of Credit"); provided that any
      such Auto-Renewal Letter of Credit must permit such L/C Issuer to prevent
      any such renewal at least once in each twelve-month period (commencing
      with the date of issuance of such Letter of Credit) by giving prior notice
      to the beneficiary thereof not later than a day (the "Nonrenewal Notice
      Date") in each such twelve-month period to be agreed upon at the time such
      Letter of Credit is issued. Unless otherwise directed by such L/C Issuer,
      the US Borrower shall not be required to make a specific request to such
      L/C Issuer for any such renewal. Once an Auto-Renewal Letter of Credit has
      been issued, the Revolving Lenders shall be deemed to have authorized (but
      may not require) such L/C Issuer to permit the renewal of such Letter of
      Credit at any time to a date not later than the Letter of Credit
      Expiration Date; provided, however, that such L/C Issuer shall not permit
      any such renewal if (A) such L/C Issuer would have no obligation at such
      time to issue such Letter of Credit in its renewed form under the terms
      hereof, or (B) it has received notice (which may be by telephone or in
      writing) on or before the Business Day immediately preceding the
      Nonrenewal Notice Date from the Administrative Agent, any Lender or the US
      Borrower that one or more of the applicable conditions specified in
      Section 4.02 is not then satisfied. Notwithstanding anything to the
      contrary contained herein, no L/C Issuer shall have any obligation to
      permit the renewal of any Auto-Renewal Letter of Credit at any time.

            (iv) Promptly after its delivery of any Letter of Credit or any
      amendment to a Letter of Credit to an advising bank with respect thereto
      or to the beneficiary thereof, the applicable L/C Issuer will also deliver
      to the US Borrower and the Administrative Agent a true and complete copy
      of such Letter of Credit or amendment.

      (c) Drawings and Reimbursements; Funding of Participations.

            (i) Upon any drawing under any Letter of Credit, the applicable L/C
      Issuer shall notify the US Borrower and the Administrative Agent thereof.
      Not later than noon, New York time, on the date of any payment by such L/C
      Issuer under a Letter of Credit

                                       37
<PAGE>

      or, if the US Borrower is not notified of such drawing under a Letter of
      Credit prior to noon, New York time, on the next Business Day after the
      date of payment (each such date, an "Honor Date"), the US Borrower shall
      reimburse such L/C Issuer through the Administrative Agent in Dollars in
      an amount equal to the amount of such drawing. If the US Borrower fails to
      so reimburse such L/C Issuer by such time, the Administrative Agent shall
      promptly notify each Revolving Lender of the Honor Date, the amount of the
      unreimbursed drawing (the "Unreimbursed Amount"), and such Lender's Pro
      Rata Share thereof. In such event, the US Borrower shall be deemed to have
      requested a Revolving Borrowing of Base Rate Loans to be disbursed on the
      Honor Date in an amount equal to the Unreimbursed Amount, without regard
      to the minimum and multiples specified in Section 2.02 for the principal
      amount of Base Rate Loans, but subject to the amount of the unutilized
      portion of the combined Revolving Loan Commitments. Any notice given by an
      L/C Issuer or the Administrative Agent pursuant to this Section 2.04(c)(i)
      may be given by telephone if immediately confirmed in writing; provided
      that the lack of such an immediate confirmation shall not affect the
      conclusiveness or binding effect of such notice.

            (ii) Each Revolving Lender (including each Lender acting as L/C
      Issuer) shall upon any notice pursuant to Section 2.04(c)(i) (and without
      respect to whether the conditions of Section 4.02 have been complied with)
      make funds available to the Administrative Agent for the account of the
      applicable L/C Issuer at the Administrative Agent's Office in an amount
      equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00
      p.m., New York time, on the Business Day specified in such notice by the
      Administrative Agent, whereupon, subject to the provisions of Section
      2.04(c)(iii), each Lender that so makes funds available shall be deemed to
      have made a Base Rate Loan to the US Borrower in such amount as part of a
      Revolving Loan Borrowing. The Administrative Agent shall remit the funds
      so received to the applicable L/C Issuer.

            (iii) With respect to any Unreimbursed Amount that is not fully paid
      or refinanced by a Revolving Borrowing of Base Rate Loans for any reason,
      the US Borrower shall be deemed to have incurred from the applicable L/C
      Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is
      not so paid or refinanced, which L/C Borrowing shall be due and payable on
      demand (together with interest) and shall bear interest at the Default
      Rate. In such event, each Revolving Lender's payment to the Administrative
      Agent for the account of the applicable L/C Issuer pursuant to Section
      2.04(c)(ii) shall be deemed payment in respect of its participation in
      such L/C Borrowing and shall constitute an L/C Advance from such Lender in
      satisfaction of its participation obligation under this Section 2.04.

            (iv) Until each Revolving Lender funds its Revolving Loan or L/C
      Advance pursuant to this Section 2.04(c) to reimburse the applicable L/C
      Issuer for any amount drawn under any Letter of Credit, interest in
      respect of such Lender's Pro Rata Share of such amount shall be solely for
      the account of such L/C Issuer.

            (v) Each Revolving Lender's obligation to make Revolving Loans or
      L/C Advances to reimburse the applicable L/C Issuer for amounts drawn
      under Letters of Credit, as contemplated by this Section 2.04(c), shall be
      absolute and unconditional and

                                       38
<PAGE>

      shall not be affected by any circumstance, including (A) any set-off,
      counterclaim, recoupment, defense or other right which such Lender may
      have against such L/C Issuer, the US Borrower or any other Person for any
      reason whatsoever; (B) the occurrence or continuance of a Default or Event
      of Default, or (C) any other occurrence, event or condition, whether or
      not similar to any of the foregoing. Any such reimbursement shall not
      relieve or otherwise impair the obligation of the US Borrower to reimburse
      such L/C Issuer for the amount of any payment made by such L/C Issuer
      under any Letter of Credit, together with interest as provided herein.

            (vi) If any Revolving Lender fails to make available to the
      Administrative Agent for the account of the applicable L/C Issuer any
      amount required to be paid by such Lender pursuant to the foregoing
      provisions of this Section 2.04(c) by the time specified in Section
      2.04(c)(ii), such L/C Issuer shall be entitled to recover from such Lender
      (acting through the Administrative Agent), on demand, such amount with
      interest thereon for the period from the date such payment is required to
      the date on which such payment is immediately available to such L/C Issuer
      at a rate per annum equal to the Federal Funds Rate from time to time in
      effect. A certificate of such L/C Issuer submitted to any Lender (through
      the Administrative Agent) with respect to any amounts owing under this
      clause (vi) shall be conclusive absent manifest error.

      (d) Repayment of Participations.

            (i) At any time after an L/C Issuer has made a payment under any
      Letter of Credit and has received from any Lender such Lender's Pro Rata
      Share of any Unreimbursed Amount or L/C Advance in respect of such payment
      in accordance with Section 2.04(c), if the Administrative Agent receives
      for the account of such L/C Issuer any payment related to such Letter of
      Credit (whether directly from the US Borrower or otherwise, including
      proceeds of cash collateral applied thereto by the Administrative Agent),
      or any payment of interest thereon, the Administrative Agent will promptly
      distribute to such Lender its Pro Rata Share thereof in the same funds as
      those received by the Administrative Agent.

            (ii) If any payment received by the Administrative Agent for the
      account of such L/C Issuer pursuant to Section 2.04(c)(i) is required to
      be returned, each Revolving Lender shall pay to the Administrative Agent
      for the account of the applicable L/C Issuer its Pro Rata Share thereof on
      demand of the Administrative Agent, plus interest thereon from the date of
      such demand to the date such amount is returned by such Lender, at a rate
      per annum equal to the Federal Funds Rate from time to time in effect. The
      obligations of the Lenders under this clause shall survive the payment in
      full of the Obligations and the termination of this Agreement.

      (e) Obligations Absolute. The obligation of the US Borrower to reimburse
an L/C Issuer for each drawing under each Letter of Credit, and to repay each
L/C Borrowing and each drawing under a Letter of Credit that is refinanced by a
Borrowing of Revolving Loans, shall be absolute, unconditional and irrevocable,
and shall be paid strictly in accordance with the terms of this Agreement under
all circumstances, including the following:

                                       39
<PAGE>

            (i) any lack of validity or enforceability of such Letter of Credit,
      this Agreement, or any other agreement or instrument relating thereto;

            (ii) the existence of any claim, counterclaim, set-off, defense or
      other right that the US Borrower may have at any time against any
      beneficiary or any transferee of such Letter of Credit (or any Person for
      whom any such beneficiary or any such transferee may be acting), the
      applicable L/C Issuer or any other Person, whether in connection with this
      Agreement, the transactions contemplated hereby or by such Letter of
      Credit or any agreement or instrument relating thereto, or any unrelated
      transaction;

            (iii) any draft, demand, certificate or other document presented
      under such Letter of Credit proving to be forged, fraudulent, invalid or
      insufficient in any respect or any statement therein being untrue or
      inaccurate in any respect; or any loss or delay in the transmission or
      otherwise of any document required in order to make a drawing under such
      Letter of Credit;

            (iv) any payment by the applicable L/C Issuer under such Letter of
      Credit against presentation of a draft or certificate that does not
      strictly comply with the terms of such Letter of Credit; or any payment
      made by the applicable L/C Issuer under such Letter of Credit to any
      Person purporting to be a trustee in bankruptcy, debtor-in-possession,
      assignee for the benefit of creditors, liquidator, receiver or other
      representative of or successor to any beneficiary or any transferee of
      such Letter of Credit, including any arising in connection with any
      proceeding under any Debtor Relief Law; provided that any such payment
      does not constitute bad faith on the part of such L/C Issuer or its
      officers, directors, employees or agents; or

            (v) any other circumstance or happening whatsoever, whether or not
      similar to any of the foregoing, including any other circumstance that
      might otherwise constitute a defense available to, or a discharge of, the
      US Borrower;

provided, that nothing herein shall constitute a waiver of liability of an L/C
Issuer or any other Person for gross negligence or willful misconduct.

      The US Borrower shall promptly examine a copy of each Letter of Credit and
each amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the US Borrower's instructions or other irregularity, the US
Borrower will promptly notify the applicable L/C Issuer.

      (f) Role of L/C Issuer. Each Lender and the US Borrower agree that, in
paying any drawing under a Letter of Credit, no L/C Issuer shall have any
responsibility to obtain any document (other than any sight draft, certificates
and documents expressly required by the Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document. None of the L/C Issuers,
the Administrative Agent, any of their respective Related Parties nor any
correspondent, participant or assignee of any L/C Issuer shall be liable to any
Lender for (i) any action taken or omitted in connection herewith at the request
or with the approval of the Lenders or the Required Lenders, as applicable; (ii)
any action taken or omitted in the absence of gross negligence or willful

                                       40
<PAGE>

misconduct; or (iii) the due execution, effectiveness, validity or
enforceability of any document or instrument related to any Letter of Credit or
Letter of Credit Application. The US Borrower hereby assumes all risks of the
acts or omissions of any beneficiary or transferee with respect to its use of
any Letter of Credit; provided, however, that this assumption is not intended
to, and shall not, preclude the US Borrower's pursuing such rights and remedies
as it may have against the beneficiary or transferee at law or under any other
agreement. None of the L/C Issuers, the Administrative Agent, any of their
respective Related Parties nor any correspondent, participant or assignee of any
L/C Issuer shall be liable or responsible for any of the matters described in
clauses (i) through (v) of Section 2.04(e); provided, however, that anything in
such clauses to the contrary notwithstanding, the US Borrower may have a claim
against an L/C Issuer, and an L/C Issuer may be liable to the US Borrower, to
the extent, but only to the extent, of any direct, as opposed to consequential
or exemplary, damages suffered by the US Borrower which the US Borrower proves
were caused by such L/C Issuer's willful misconduct or gross negligence or the
willful misconduct or gross negligence of the officers, directors, employees or
agents of the applicable L/C Issuer or such L/C Issuer's willful failure to pay
under any Letter of Credit after the presentation to it by the beneficiary of a
sight draft and certificate(s) strictly complying with the terms and conditions
of a Letter of Credit. In furtherance and not in limitation of the foregoing,
unless such actions constitute willful misconduct or gross negligence, an L/C
Issuer may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary, and such L/C Issuer shall not be responsible for
the validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason.

      (g) Cash Collateral. Upon the request of the Administrative Agent, if, as
of the Revolving Loan Termination Date, any Letter of Credit may for any reason
remain outstanding and partially or wholly undrawn, the US Borrower shall
immediately Cash Collateralize in Dollars the then Outstanding Amount of all L/C
Obligations (in an amount equal to such Outstanding Amount in Dollars determined
as of the date of the Revolving Loan Termination Date). Upon any such request,
or upon the delivery of any written notice delivered pursuant to Section 8.02,
the US Borrower shall be deemed, without further action or notice, to have
granted to the Administrative Agent, for the benefit of each L/C Issuer and the
Lenders, a security interest in all such cash, deposit accounts and all balances
therein and all proceeds of the foregoing. Cash collateral shall be maintained
in blocked, non-interest bearing deposit accounts at Bank of America.

      (h) Applicability of ISP and UCP. Unless otherwise expressly agreed by the
applicable L/C Issuer and the US Borrower when a Letter of Credit is issued
(including any such agreement applicable to an Existing Letter of Credit), (i)
the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the
rules of the Uniform Customs and Practice for Documentary Credits, as most
recently published by the International Chamber of Commerce at the time of
issuance shall apply to each commercial Letter of Credit.

      (i) Letter of Credit Fees. The US Borrower shall pay to the Administrative
Agent for the account of each Revolving Lender in accordance with its Pro Rata
Share a Letter of Credit fee for each Letter of Credit equal to the then
effective Applicable Rate (or, while any Event of Default exists under Section
8.01(a), the Default Rate with respect thereto) times the actual daily

                                       41
<PAGE>

maximum amount available to be drawn under each such Letter of Credit. Such fee
for each Letter of Credit shall be due and payable in arrears on the first
Business Day of each April, July, October and January, commencing with the first
such date to occur after the issuance of such Letter of Credit, and on the
Letter of Credit Expiration Date. If there is any change in the Applicable Rate
during any quarter, the actual daily amount of each Letter of Credit shall be
computed and multiplied by the Applicable Rate separately for each period during
such quarter that such Applicable Rate was in effect.

      (j) Fronting Fee and Administrative Fees to L/C Issuers. The US Borrower
shall pay directly to an L/C Issuer for its own account a fronting fee in such
amount and at such times as may be separately agreed to between the US Borrower
and such L/C Issuer from time to time, and such other fees and expenses as each
L/C Issuer and the US Borrower shall agree.

      (k) Conflict with Letter of Credit Application. In the event of any
conflict between the terms hereof and the terms of any Letter of Credit
Application, the terms hereof shall control.

      2.05 PREPAYMENTS.

      (a) The Borrowers may, upon notice to the Administrative Agent, at any
time or from time to time voluntarily prepay Revolving Loans or Offshore
Currency Loans as the US Borrower may direct in whole or in part without premium
or penalty; provided that (i) such notice must be received by the Administrative
Agent not later than noon, New York time, (A) three Business Days prior to any
date of prepayment of Eurodollar Rate Loans, (B) four Business Days prior to any
date of prepayment of Offshore Currency Loans and (C) on the date of prepayment
of Base Rate Loans and (ii) any prepayment of Loans of any Type shall be in a
Dollar Equivalent principal amount of $2,500,000 or a whole Dollar Equivalent
multiple of $500,000 in excess thereof or less if paying the applicable Loan in
full. Each such notice shall specify the date and amount of such prepayment and
the Type(s) of Loans to be prepaid. The Administrative Agent will promptly
notify each Lender of its receipt of each such notice, and of such Lender's Pro
Rata Share of such prepayment. Any prepayment of a Loan shall be accompanied by
all accrued interest thereon, together, in the case of any Fixed Rate Loan, with
any additional amounts required pursuant to Section 3.05. Each such prepayment
shall be applied to the applicable Loans of the Lenders in accordance with their
respective Pro Rata Shares thereof.

      (b) No Negotiated Rate Loan may be prepaid without the prior consent of
the applicable Lender.

      (c) Either Borrower may, upon notice to the Swing Line Lender (with a copy
to the Administrative Agent), at any time or from time to time, voluntarily
prepay its respective Swing Line Loans in whole or in part without premium or
penalty; provided that (i) such notice must be received by the Swing Line Lender
at the Applicable Swing Line Funding Office and the Administrative Agent not
later than (x) 1:00 p.m., New York time, for US Swing Line Loans and (y) 11:00
a.m., London time, for Offshore Currency Swing Line Loans, on the date of the
prepayment, and (ii) any such prepayment shall be in a minimum principal Dollar
Equivalent principal amount of $100,000 or less if paying the applicable Loan in
full. Each such notice shall specify the date and amount of such prepayment.

                                       42
<PAGE>

      (d) If the Administrative Agent notifies the US Borrower at any time that
the Dollar Equivalent of the Outstanding Offshore Currency Obligations at such
time exceeds an amount equal to 105% of the Offshore Currency Sublimit then in
effect, or the Swing Line Lender notifies the Dutch Borrower that the
Outstanding Amount of Offshore Currency Swing Line Loans exceeds the Offshore
Currency Swing Line Loan Sublimit then in effect, then within five Business Days
after receipt of such notice, either (i) the Dutch Borrower shall prepay
Offshore Currency Loans in an aggregate amount sufficient, together with any
corresponding prepayment described in clause (ii), to reduce the Dollar
Equivalent of such Outstanding Offshore Currency Obligations to an amount not to
exceed 100% of the Offshore Currency Sublimit then in effect or (ii) the Dutch
Borrower shall prepay Offshore Currency Swing Line Loans in an aggregate amount
sufficient (x) to reduce the Dollar Equivalent of such Outstanding Amount to an
amount not to exceed 100% of the Offshore Currency Swing Line Loan Sublimit then
in effect and/or (y) to reduce, together with any corresponding prepayments
described in clause (i), the Dollar Equivalent of Outstanding Offshore Currency
Obligations in an aggregate amount sufficient to reduce the Dollar Equivalent of
such Outstanding Offshore Currency Obligations to an amount not to exceed 100%
of the Offshore Currency Sublimit then in effect, or both, as applicable.

      2.06 SWING LINE LOANS.

      (a) The Swing Line. Subject to the terms and conditions set forth herein,
the Swing Line Lender agrees to make (i) loans in Dollars to the US Borrower
(each such Loan, a "US Swing Line Loan") and (ii) loans in euro to the Dutch
Borrower (each such Loan, an "Offshore Currency Swing Line Loan") from time to
time on any Business Day during the period from the Effective Date to the
Revolving Loan Termination Date in an aggregate amount not to exceed at any time
outstanding (x) as to all US Swing Line Loans, the amount of the US Swing Line
Loan Sublimit and (y) as to Offshore Currency Swing Line Loans, the Offshore
Currency Swing Line Loan Sublimit, notwithstanding the fact that such Swing Line
Loans, when aggregated with the Swing Line Lender's Pro Rata Share of the Dollar
Equivalent of the Outstanding Amount of Revolving Loans, Offshore Currency Loans
and Negotiated Rate Loans plus the Pro Rata Share of the Outstanding Amount of
L/C Obligations of the Swing Line Lender in its capacity as a Lender of
Revolving Loans and Negotiated Rate Loans, may exceed the amount of such
Lender's Revolving Loan Commitment; provided, however, that after giving effect
to any Swing Line Loan, (1) the Dollar Equivalent of the aggregate Outstanding
Revolving Credit Obligations shall not exceed the combined Revolving Loan
Commitments, (2) the Dollar Equivalent of the Outstanding Offshore Currency
Obligations shall not exceed the Offshore Currency Sublimit, and (3) other than
the Swing Line Lender, no Revolving Lender's Pro Rata Share of the Dollar
Equivalent of the aggregate Outstanding Revolving Credit Obligations shall
exceed such Lender's Revolving Loan Commitment (excluding the Outstanding Amount
of such Lender's Negotiated Rate Loans). Within the foregoing limits, and
subject to the other terms and conditions hereof, each of the US Borrower, as to
US Swing Line Loans, and the Dutch Borrower as to Offshore Currency Swing Line
Loans, may borrow under this Section 2.06, prepay under Section 2.05, and
reborrow under this Section 2.06. Each US Swing Line Loan shall bear interest at
the Base Rate plus the Applicable Rate for Revolving Loans that are Base Rate
Loans and each Offshore Currency Swing Line Loan shall bear interest at the
Offshore Currency Swing Line Rate plus the Applicable Rate for Offshore Currency
Swing Line Loans. Immediately upon the making of a Swing Line Loan, each
Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally
agrees to, purchase from the Swing Line Lender a

                                       43
<PAGE>

risk participation in such Swing Line Loan in an amount equal to the product of
such Lender's Pro Rata Share times the amount of such Swing Line Loan.

      (b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the
applicable Borrower's irrevocable notice to the Swing Line Lender at the
Applicable Swing Line Funding Office and to the Administrative Agent, which may
be given by telephone. Each such notice must be received by the Swing Line
Lender and the Administrative Agent not later than 1:00 p.m., New York time (or
as to Offshore Currency Swing Line Loans, 11:00 a.m., London time), on the
requested Borrowing date, and shall specify (i) the amount to be borrowed, which
shall be (x) in the case of a US Swing Line Loan, a minimum amount $100,000 and
(y) in the case of an Offshore Currency Swing Line Loan, a minimum Dollar
Equivalent amount of $500,000 or a whole Dollar Equivalent multiple of $100,000
in excess thereof, and (ii) the proposed Borrowing date, which shall be a
Business Day. Each such telephonic notice must be confirmed promptly by delivery
to the Swing Line Lender at the Applicable Swing Line Funding Office and to the
Administrative Agent of a written Swing Line Loan Notice, appropriately
completed and signed by a Responsible Officer of the applicable Borrower or a
Person designated in writing to the Administrative Agent by such Responsible
Officer (and with respect to which specimen signatures have been provided) to
request applicable Swing Line Loans. If requested to do so (either generally or
in a specific instance) by the Administrative Agent, promptly after receipt by
the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line
Lender will confirm with the Administrative Agent (by telephone or in writing)
that the Administrative Agent has also received such Swing Line Loan Notice and,
if not, the Swing Line Lender will notify the Administrative Agent (by telephone
or in writing) of the contents thereof. Unless the Swing Line Lender has
received notice (by telephone or in writing) from the Administrative Agent
(including at the request of any Lender) prior to 2:00 p.m., New York time (or
as to Offshore Currency Swing Line Loans, 11:00 a.m., London time), on the date
of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to
make such Swing Line Loan as a result of the limitations set forth in the
proviso to the first sentence of Section 2.06(a), or (B) that one or more of the
applicable conditions specified in Article IV is not then satisfied, then,
subject to the terms and conditions hereof, the Swing Line Lender will, not
later than 3:00 p.m., New York time (or as to Offshore Currency Swing Line
Loans, 12:00 noon, London time), on the borrowing date specified in such Swing
Line Loan Notice, make the amount of its Swing Line Loan available to the
applicable Borrower (x) in the case of a US Swing Line Loan, at the Applicable
Swing Line Funding Office by crediting the account of the US Borrower on the
books of the Swing Line Lender in immediately available funds or as otherwise
directed by the US Borrower, and (y) in the case of an Offshore Currency Swing
Line Loan, by transferring the amount of such Swing Line Loan to an account of
the Dutch Borrower in The Netherlands designated by the Dutch Borrower or
otherwise as directed by the Dutch Borrower. Notwithstanding the foregoing
provisions of this subsection (b), the Swing Line Lender and the Dutch Borrower
may make such arrangements with respect to borrowing procedures for Offshore
Currency Swing Line Loans as shall be mutually agreeable, subject in any event
to the Swing Line Lender not having received prior to the time of any such Swing
Line Borrowing a notice or direction described in clause (A) or (B) of the
preceding sentence.

                                       44
<PAGE>

      (c) Refinancing of Swing Line Loans.

            (i) The Swing Line Lender (A) at any time in its sole and absolute
      discretion may request and (B) unless otherwise directed in writing by the
      applicable Borrower, on the due date of any outstanding Swing Line Loan
      shall request, in each case, on behalf of the applicable Borrower (which
      hereby irrevocably requests the Swing Line Lender to so request on its
      behalf), that each Lender make a Revolving Loan, as to US Swing Line
      Loans, or an Offshore Currency Loan, as to Offshore Currency Swing Line
      Loans, in an amount equal to such Lender's Pro Rata Share of the amount of
      applicable Swing Line Loans then outstanding. Each such Revolving Loan
      shall be a Base Rate Loan, and each such Offshore Currency Loan shall have
      an interest period of one month. Such request shall be made in accordance
      with the requirements of Section 2.02, without regard to the minimum and
      multiples specified therein for the principal amount of Base Rate Loans,
      but subject to the unutilized portion of the Revolving Loan Commitments
      and the Offshore Currency Sublimit, as applicable, and the conditions set
      forth in Section 4.02. The Swing Line Lender shall furnish the applicable
      Borrower with a copy of the applicable Notice of Borrowing promptly after
      delivering such notice to the Administrative Agent. Each Revolving Lender
      shall make an amount equal to its Pro Rata Share of the amount specified
      in such Notice of Borrowing available to the Administrative Agent in
      immediately available funds for the account of the Swing Line Lender at
      the Administrative Agent's Office not later than 1:00 p.m., New York time,
      on the day specified in such Notice of Borrowing, whereupon, subject to
      Section 2.06(c)(ii), each Lender that so makes funds available shall be
      deemed to have made, as applicable, a Revolving Loan to the US Borrower in
      such amount or an Offshore Currency Loan to the Dutch Borrower in such
      amount. The Administrative Agent shall remit the funds so received to the
      Swing Line Lender.

            (ii) If for any reason any Borrowing cannot be requested in
      accordance with Section 2.06(c)(i) or any Swing Line Loan cannot be
      refinanced by such a Borrowing, the Notice of Borrowing submitted by the
      Swing Line Lender shall be deemed to be a request by the Swing Line Lender
      that each of the Lenders fund its risk participation in the relevant Swing
      Line Loan and each Lender's payment to the Administrative Agent for the
      account of the Swing Line Lender pursuant to Section 2.06(c)(i) shall be
      deemed payment in respect of such participation.

            (iii) If any Lender fails to make available to the Administrative
      Agent for the account of the Swing Line Lender any amount required to be
      paid by such Lender pursuant to the foregoing provisions of this Section
      2.06(c) by the time specified in Section 2.06(c)(i), the Swing Line Lender
      shall be entitled to recover from such Lender (acting through the
      Administrative Agent), on demand, such amount with interest thereon for
      the period from the date such payment is required to the date on which
      such payment is immediately available to the Swing Line Lender at a rate
      per annum equal to the applicable Overnight Rate from time to time in
      effect. A certificate of the Swing Line Lender submitted to any Lender
      (through the Administrative Agent) with respect to any amounts owing under
      this clause (iii) shall be conclusive absent manifest error.

                                       45
<PAGE>

            (iv) Each Lender's obligation to make Revolving Loans or Offshore
      Currency Loans, or to purchase and fund risk participations in Swing Line
      Loans, pursuant to this Section 2.06(c) shall be absolute and
      unconditional and shall not be affected by any circumstance, including (A)
      any set-off, counterclaim, recoupment, defense or other right which such
      Lender may have against the Swing Line Lender, either Borrower or any
      other Person for any reason whatsoever, (B) the occurrence or continuance
      of a Default or Event of Default, or (C) any other occurrence, event or
      condition, whether or not similar to any of the foregoing. Any such
      purchase of participations shall not relieve or otherwise impair the
      obligation of the applicable Borrower to repay Swing Line Loans, together
      with interest as provided herein.

      (d) Repayment of Participations.

            (i) At any time after any Lender has purchased and funded a
      participation in a Swing Line Loan, if the Swing Line Lender receives any
      payment on account of such Swing Line Loan, the Swing Line Lender will
      promptly distribute to such Lender its Pro Rata Share of such payment
      (appropriately adjusted, in the case of interest payments, to reflect the
      period of time during which such Lender's participation was outstanding
      and funded) in the same funds as those received by the Swing Line Lender.

            (ii) If any payment received by the Swing Line Lender in respect of
      principal or interest on any Swing Line Loan is required to be returned by
      the Swing Line Lender, each Lender shall pay to the Swing Line Lender its
      Pro Rata Share thereof on demand of the Administrative Agent, plus
      interest thereon from the date of such demand to the date such amount is
      returned, at a rate per annum equal to the applicable Overnight Rate. The
      Administrative Agent will make such demand upon the request of the Swing
      Line Lender.

      (e) Interest for Account of Swing Line Lender. The Swing Line Lender shall
be responsible for invoicing the applicable Borrower for interest on the Swing
Line Loans. Until each Lender funds its Base Rate Loan, Offshore Currency Loan
or participation pursuant to this Section 2.06 to refinance such Lender's Pro
Rata Share of any Swing Line Loan, interest in respect of such Pro Rata Share
shall be solely for the account of the Swing Line Lender.

      (f) Payments Directly to Swing Line Lender. Each of the Borrowers shall
make all payments of principal and interest in respect of their respective Swing
Line Loans directly to the Swing Line Lender at the Applicable Swing Line
Funding Office (x) with respect to US Swing Line Loans, in Dollars and in
immediately available funds not later than 1:00 p.m., New York time, and (y)
with respect to Offshore Currency Swing Line Loans, in euro in immediately
available funds not later than 11:00 a.m., London time, on the applicable dates
specified herein. All payments received by the Swing Line Lender after the
specified time shall in each case be deemed received on the next succeeding
Business Day and any applicable interest or fee shall continue to accrue.

      2.07 REDUCTION OR TERMINATION OF COMMITMENTS. The US Borrower may, upon
notice to the Administrative Agent, terminate the Revolving Loan Commitments, or
permanently reduce the Revolving Loan Commitments to an amount not less than the
Dollar Equivalent of the

                                       46
<PAGE>

then Outstanding Revolving Credit Obligations; provided that (i) any such notice
shall be received by the Administrative Agent not later than noon, two Business
Days prior to the date of termination or reduction, and (ii) any such partial
reduction shall be in an aggregate Dollar Equivalent amount of $5,000,000 or any
whole Dollar Equivalent multiple of $500,000 in excess thereof. The
Administrative Agent shall promptly notify the Lenders of any such notice of
reduction or termination of the Revolving Loan Commitments. Once reduced in
accordance with this Section, the Revolving Loan Commitments may not be
increased, except pursuant to Section 2.15 below. Any reduction of the Revolving
Loan Commitments shall be applied to the Commitment of each Lender according to
its Pro Rata Share. All Facility Fees accrued until the effective date of any
termination of the Revolving Loan Commitments shall be paid on the effective
date of such termination. If, after any reduction of the Revolving Loan
Commitments in accordance with this section, the aggregate Dollar Equivalent
amount of the Revolving Loan Commitments is less than the Dollar Equivalent
amount of the Offshore Currency Sublimit, the Offshore Currency Sublimit shall
be reduced to an amount not greater than the Dollar Equivalent of the Revolving
Loan Commitments.

      2.08 REPAYMENT OF LOANS.

      (a) The US Borrower shall repay to the Lenders on the Revolving Loan
Termination Date the aggregate principal amount of Revolving Loans outstanding
on such date and the Dutch Borrower shall repay to the Lenders on the Revolving
Loan Termination Date the aggregate principal amount of Offshore Currency Loans
outstanding on such date.

      (b) If for any reason, the Dollar Equivalent of the aggregate Outstanding
Revolving Credit Obligations exceed the combined Revolving Loan Commitments as
in effect from time to time in accordance with the terms hereof, the applicable
Borrower shall immediately prepay Revolving Loans, Offshore Currency Loans
and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to
such excess.

      (c) The US Borrower shall repay each Negotiated Rate Loan on the earlier
to occur of (i) the date agreed to by the US Borrower and the applicable Lender
but no later than 180 days after such Loan is made and (ii) the Revolving Loan
Termination Date.

      (d) The applicable Borrower shall repay each Swing Line Loan on the
earlier to occur of (i) the date seven Business Days after such Loan is made and
(ii) the Revolving Loan Termination Date.

      (e) Notwithstanding any of the foregoing terms of this Section 2.08 to the
contrary, the Dutch Borrower shall have no obligation to repay any Loans other
than Offshore Currency Loans and Offshore Currency Swing Line Loans.

      2.09 INTEREST.

      (a) Subject to the provisions of subsection (b) below, the applicable
Borrower shall pay interest on the unpaid principal amount of each Revolving
Loan and each Offshore Currency Loan from the date borrowed until paid in full
(whether by acceleration or otherwise) on each Interest Payment Date at a rate
per annum equal to the interest rate determined in accordance

                                       47
<PAGE>

with the definition of such Type of Loan plus the Applicable Rate for each such
Type of Loan. Each Negotiated Rate Loan shall bear interest at the Negotiated
Rate applicable thereto.

      (b) While any Event of Default exists under Section 8.01(a), the
applicable Borrower shall pay interest on the principal amount of all
outstanding Obligations at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable Law.
Accrued and unpaid interest on past due amounts (including interest on past due
interest) shall be due and payable upon demand.

      (c) Interest on each Loan shall be due and payable in arrears on each
Interest Payment Date applicable thereto and at such other times as may be
specified herein. Interest hereunder shall be due and payable in accordance with
the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.

      2.10 FEES. In addition to certain fees described in subsections (i) and
(j) of Section 2.04:

      (a) Facility Fee. The US Borrower shall pay to the Administrative Agent
for the account of each Lender in accordance with its Pro Rata Share a facility
fee in Dollars (the "Facility Fee") equal to the Applicable Rate times such
Lender's Pro Rata Share of the combined Revolving Loan Commitments (regardless
of utilization). The Facility Fee shall accrue at all times from the Effective
Date until the Revolving Loan Termination Date and shall be due and payable
quarterly in arrears on the first Business Day of each January, April, July and
October, commencing with the first such date to occur after the Effective Date,
and on the Revolving Loan Termination Date. The Facility Fee shall be calculated
quarterly in arrears, and if there is any change in the Applicable Rate during
any quarter, the actual daily amount shall be computed and multiplied by the
Applicable Rate separately for each period during such quarter that such
Applicable Rate was in effect.

      (b) Arrangement and Agency Fees. The US Borrower shall cause to be paid to
Bank of America fees in the amounts and at the times specified in the letter
agreement, dated May 5, 2004 (the "Fee Letter"), among Holdings, Bank of America
and Banc of America Securities LLC.

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<PAGE>

      2.11 COMPUTATION OF INTEREST AND FEES. Interest on Base Rate Loans shall
be calculated on the basis of a year of 365 or 366 days, as the case may be, and
the actual number of days elapsed. Interest on the Negotiated Rate Loans shall
be computed on such basis as is agreed by the US Borrower and the Lender
advancing such Loan. Computation of all other types of interest and all fees
shall be calculated on the basis of a year of 360 days and the actual number of
days elapsed, which results in a higher yield to the payee thereof than a method
based on a year of 365 or 366 days. Interest shall accrue on each Loan for the
day on which the Loan is made, and shall not accrue on a Loan, or any portion
thereof, for the day on which the Loan or such portion is paid; provided that
any Loan that is repaid on the same day on which it is made shall bear interest
for one day.

      2.12 EVIDENCE OF DEBT.

      (a) The Credit Extensions made by each Lender shall be evidenced by one or
more accounts or records maintained by such Lender and by the Administrative
Agent in the ordinary course of business. The accounts or records maintained by
the Administrative Agent and each Lender shall be presumptively correct absent
manifest error of the amount of the Credit Extensions made by the Lenders to the
Borrowers and the interest and payments thereon. Any failure to so record or any
error in doing so shall not, however, limit or otherwise affect the obligation
of the Borrowers hereunder to pay any amount owing with respect to the Loans or
L/C Obligations. In the event of any conflict between the accounts and records
maintained by any Lender and the accounts and records of the Administrative
Agent in respect of such matters, the accounts and records of the Administrative
Agent shall control in the absence of manifest error. Upon the request of any
Lender made through the Administrative Agent, such Lender's Loans may be
evidenced by a Revolving Loan Note, an Offshore Currency Loan Note, a Negotiated
Rate Loan Note and/or a Swing Line Note, as applicable, in addition to such
accounts or records. Each Lender may attach schedules to its Note(s) and endorse
thereon the date, Type (if applicable), amount and maturity of the applicable
Loans and payments with respect thereto.

      (b) In addition to the accounts and records referred to in subsection (a),
each Lender and the Administrative Agent shall maintain in accordance with its
usual practice accounts or records evidencing the purchases and sales by such
Lender of participations in Letters of Credit and Swing Line Loans. In the event
of any conflict between the accounts and records maintained by the
Administrative Agent and the accounts and records of any Lender in respect of
such matters, the accounts and records of the Administrative Agent shall control
in the absence of manifest error.

      2.13 PAYMENTS GENERALLY.

      (a) All payments to be made by the Borrowers shall be made without
condition or deduction for any counterclaim, defense, recoupment or setoff.
Except as otherwise expressly provided herein, all payments by the US Borrower
hereunder shall be made to the Administrative Agent, for the account of the
respective Lenders to which such payment is owed, at the Administrative Agent's
Office in Dollars and in immediately available funds not later than 1:00 p.m.,
New York time, on the date specified herein. Except as otherwise expressly
provided for herein, all payments made by the Dutch Borrower hereunder with
respect to principal and interest on Offshore Currency Loans shall be made to
the Administrative Agent, for the account

                                       49
<PAGE>

of the respective Lenders to which such payment is owed, at the applicable
Administrative Agent's Office in euro in immediately available funds not later
than 1:00 p.m., New York time, on the date specified herein. The Administrative
Agent will promptly distribute to each Lender its Pro Rata Share (or other
applicable share as provided herein) of such payment in like funds as received
by wire transfer to such Lender's Lending Office. All payments received by the
Administrative Agent after 1:00 p.m., New York time, shall in each case be
deemed received on the next succeeding Business Day and any applicable interest
or fee shall continue to accrue. All payments of principal and interest in
respect of (i) US Swing Line Loans shall be in Dollars and (ii) Offshore
Currency Swing Line Loans, shall be made in euro.

      (b) Subject to the definition of "Interest Period", if any payment to be
made by the Borrowers shall come due on a day other than a Business Day, payment
shall be made on the next following Business Day, and such extension of time
shall be reflected in computing interest or fees, as the case may be.

      (c) Unless the US Borrower or any Lender has notified the Administrative
Agent prior to the date any payment is required to be made by it to the
Administrative Agent hereunder, that the applicable Borrower or such Lender, as
the case may be, will not make such payment, the Administrative Agent may assume
that such Borrower or such Lender, as the case may be, has timely made such
payment and may (but shall not be so required to), in reliance thereon, make
available a corresponding amount to the Person entitled thereto. If and to the
extent that such payment was not in fact made to the Administrative Agent in
immediately available funds, then:

            (i) if a Borrower failed to make such payment, each Lender shall
      forthwith on demand repay to the Administrative Agent the portion of such
      assumed payment that was made available to such Lender in immediately
      available funds, together with interest thereon in respect of each day
      from and including the date such amount was made available by the
      Administrative Agent to such Lender to the date such amount is repaid to
      the Administrative Agent in immediately available funds, at the applicable
      Overnight Rate from time to time in effect; and

            (ii) if any Lender failed to make such payment, such Lender shall
      forthwith on demand pay to the Administrative Agent the amount thereof in
      immediately available funds, together with interest thereon for the period
      from the date such amount was made available by the Administrative Agent
      to the applicable Borrower to the date such amount is recovered by the
      Administrative Agent (the "Compensation Period") at a rate per annum equal
      to the applicable Overnight Rate from time to time in effect. If such
      Lender pays such amount to the Administrative Agent, then such amount
      shall constitute such Lender's Loan, included in the applicable Borrowing.
      If such Lender does not pay such amount forthwith upon the Administrative
      Agent's demand therefor, the Administrative Agent may make a demand
      therefor upon the applicable Borrower, and the applicable Borrower shall
      pay such amount to the Administrative Agent, together with interest
      thereon for the Compensation Period at a rate per annum equal to the rate
      of interest applicable to the applicable Borrowing. Nothing herein shall
      be deemed to relieve any Lender from its obligation to fulfill its
      Commitment or to prejudice any rights which the

                                       50
<PAGE>

      Administrative Agent or the applicable Borrower may have against any
      Lender as a result of any default by such Lender hereunder.

      A notice of the Administrative Agent to any Lender with respect to any
amount owing under this subsection (d) shall be conclusive, absent manifest
error.

      (d) If any Lender makes available to the Administrative Agent funds for
any Loan to be made by such Lender as provided in the foregoing provisions of
this Article II, and the conditions to the applicable Loan set forth in Article
IV are not satisfied or waived in accordance with the terms hereof, the
Administrative Agent shall return such funds (in like funds as received from
such Lender) to such Lender, without interest.

      (e) The obligations of the Lenders hereunder to make Loans and to fund
participations in Letters of Credit and Swing Line Loans are several and not
joint. The failure of any Lender to make any Loan or to fund any such
participation on any date required hereunder shall not relieve any other Lender
of its corresponding obligation to do so on such date, and no Lender shall be
responsible for the failure of any other Lender to so make its Loan or purchase
its participation.

      (f) Nothing herein shall be deemed to obligate any Lender to obtain the
funds for any Loan in any particular place or manner or to constitute a
representation by any Lender that it has obtained or will obtain the funds for
any Loan in any particular place or manner.

      2.14 SHARING OF PAYMENTS. If, other than as expressly provided elsewhere
herein, any Lender shall obtain on account of the Loans made by it, or the
participations in L/C Obligations or in Swing Line Loans held by it, any payment
(whether voluntary, involuntary, through the exercise of any right of set-off,
or otherwise) in excess of its ratable share (or other share contemplated
hereunder) thereof, such Lender shall immediately (a) notify the Administrative
Agent of such fact, and (b) purchase from the other Lenders such participations
in the Loans made by them and/or such subparticipations in the participations in
L/C Obligations or in Swing Line Loans held by them, as the case may be, as
shall be necessary to cause such purchasing Lender to share the excess payment
in respect of such Loans or such participations, as the case may be, pro rata
with each of them; provided, however, that if all or any portion of such excess
payment is thereafter recovered from the purchasing Lender, such purchase shall
to that extent be rescinded and each other Lender shall repay to the purchasing
Lender the purchase price paid therefor, together with an amount equal to such
paying Lender's ratable share (according to the proportion of (i) the amount of
such paying Lender's required repayment to (ii) the total amount so recovered
from the purchasing Lender) of any interest or other amount paid or payable by
the purchasing Lender in respect of the total amount so recovered. The Borrowers
agrees that any Lender so purchasing a participation from another Lender may, to
the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off, but subject to Section 10.08) with respect to
such participation as fully as if such Lender were the direct creditor of the
applicable Borrower in the amount of such participation. The Administrative
Agent will keep records (which shall be conclusive and binding in the absence of
manifest error) of participations purchased under this Section and will in each
case notify the Lenders following any such purchases or repayments. Each Lender
that purchases a participation pursuant to this Section shall from and after
such purchase have the right to give all notices, requests, demands,

                                       51
<PAGE>

directions and other communications under this Agreement with respect to the
portion of the Obligations purchased to the same extent as though the purchasing
Lender were the original owner of the Obligations purchased.

      2.15 INCREASE IN COMMITMENTS.

      (a) Request for Increase. Provided that no Default or Event of Default has
occurred and is continuing, upon notice to the Administrative Agent (which shall
promptly notify the Lenders), the Borrowers may, from time to time, request an
increase in the Aggregate Commitments by an amount (for all such requests) not
exceeding $100,000,000; provided that (i) any such request for an increase shall
be in a minimum amount of $15,000,000, and (ii) the Borrowers may, on a combined
basis, make a maximum of two such requests in any single calendar year. At the
time of sending such notice, the Borrowers (in consultation with the
Administrative Agent) shall specify the time period within which each Lender is
requested to respond (which shall in no event be less than ten Business Days
from the date of delivery of such notice to the Lenders).

      (b) Lender Elections to Increase. Each Lender shall notify the
Administrative Agent within such time period whether or not it agrees to
increase its Commitment and, if so, whether by an amount equal to, greater than,
or less than its Pro Rata Share of such requested increase. Any Lender not
responding within such time period shall be deemed to have declined to increase
its Commitment.

      (c) Notification by Administrative Agent; Additional Lenders. The
Administrative Agent shall notify the Borrowers and each Lender of the Lenders'
responses to each request made hereunder. To achieve the full amount of a
requested increase and subject to the approval of the Administrative Agent and
each L/C Issuer (which approvals shall not be unreasonably withheld), the
Borrowers may also invite additional Eligible Assignees to become Lenders
pursuant to a joinder agreement in form and substance reasonably satisfactory to
the Administrative Agent.

      (d) Effective Date and Allocations. If the Aggregate Commitments are
increased in accordance with this Section, the Administrative Agent and the
Borrowers shall determine the effective date (the "Increase Effective Date") and
the final allocation of such increase. The Administrative Agent shall promptly
notify the Borrowers and the Lenders of the final allocation of such increase
and the Increase Effective Date.

      (e) Conditions to Effectiveness of Increase. As a condition precedent to
such increase, the Borrowers shall deliver to the Administrative Agent a
certificate of each Loan Party dated as of the Increase Effective Date (in
sufficient copies for each Lender) signed by a Responsible Officer of such Loan
Party (i) certifying and attaching the resolutions adopted by such Loan Party
approving or consenting to such increase, and (ii) in the case of the Borrowers,
certifying that, before and after giving effect to such increase, (A) the
representations and warranties contained in Article V and the other Loan
Documents that are qualified by materiality are true and correct on and as of
the Increase Effective Date, and the representations and warranties contained in
Article V and the other Loan Documents that are not qualified by materiality are
true and correct in all material respects on and as of the Increase Effective
Date,

                                       52
<PAGE>

except to the extent that such representations and warranties specifically refer
to an earlier date, in which case they are true and correct, or true and correct
in all material respects, as the case may be, as of such earlier date, and
except that for purposes of this Section 2.15, the representations and
warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed
to refer to the most recent statements furnished pursuant to clauses (a) and
(b), respectively, of Section 6.01, and (B) no Default exists. The Borrowers
shall prepay any Loans outstanding on the Increase Effective Date (and pay any
additional amounts required pursuant to Section 3.05) to the extent necessary to
keep the outstanding Loans ratable with any revised Pro Rata Shares of the
Lenders arising from any nonratable increase in the Commitments under this
Section.

      (f) Conflicting Provisions. This Section shall supersede any provisions in
Sections 2.14 or 10.01 to the contrary.

                                  ARTICLE III
                     TAXES, YIELD PROTECTION AND ILLEGALITY

      3.01 TAXES.

      (a) Except as otherwise provided in this Agreement, any and all payments
by the Borrowers to or for the account of the Administrative Agent or any Lender
under any Loan Document shall be made free and clear of and without deduction
for any and all present or future taxes, duties, levies, imposts, deductions,
assessments, fees, withholdings or similar charges, and all liabilities with
respect thereto, excluding, in the case of the Administrative Agent and each
Lender, Excluded Taxes (all such non-Excluded Taxes, duties, levies, imposts,
deductions, assessments, fees, withholdings or similar charges, and liabilities
being hereinafter referred to as "Taxes"). Subject to Section 10.14 of this
Agreement, if a Borrower shall be required by any Laws to deduct any Taxes from
or in respect of any sum payable under any Loan Document to the Administrative
Agent or any Lender, (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 and such
Lender receives an amount equal to the sum it would have received had no such
deductions been made, (ii) such Borrower shall make such deductions, (iii) such
Borrower shall pay the full amount deducted to the relevant taxation authority
or other authority in accordance with applicable Laws, and (iv) within 30 days
after the date of such payment, such Borrower shall furnish to the
Administrative Agent (which shall forward the same to such Lender) the original
or a certified copy of a receipt evidencing payment thereof if reasonably
available; provided, however, that no such additional amount shall be required
to be paid to any Lender under clause (i) above except to the extent that the
Tax resulted from any change after the date hereof in any requirement
(including, without limitation, any introduction of or enactment of or
interpretation of or other change in any Law after the date hereof) for a
deduction, withholding or payment.

      (b) In addition, the Borrowers agree to pay any and all present or future
stamp, court or documentary taxes and any other excise or property taxes or
charges or similar levies which arise from any payment made under any Loan
Document or from the execution, delivery, performance, enforcement or
registration of, or otherwise with respect to, any Loan Document (hereinafter
referred to as "Other Taxes").

                                       53
<PAGE>

      (c) If a Borrower shall be required to deduct or pay any Taxes or Other
Taxes from or in respect of any sum payable under any Loan Document to the
Administrative Agent or any Lender, such Borrower shall also pay to the
Administrative Agent (for the account of such Lender) or to such Lender, at the
time interest is paid, such additional amount that such Lender reasonably
specifies is necessary to preserve the after-tax yield (after factoring in all
taxes), including taxes imposed on or measured by net income) such Lender would
have received if such Taxes or Other Taxes had not been imposed.

      (d) Subject to Section 10.14 of this Agreement, the Borrowers agree to
indemnify the Administrative Agent and each Lender for (i) the full amount of
Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by
any jurisdiction on amounts payable under this Section) paid by the
Administrative Agent and such Lender, (ii) amounts payable under Section 3.01(c)
and (iii) unless resulting from the gross negligence or willful misconduct of
the applicable Lender, any liability (including penalties, interest and
expenses) arising therefrom or with respect thereto, in each case whether or not
such Taxes or Other Taxes were correctly or legally imposed or asserted by the
relevant Governmental Authority; provided, however, that the Dutch Borrower
shall only have indemnification obligations under this Section 3.01(a), (b), (c)
or (d) for Taxes and Other Taxes in connection with Offshore Currency Loans and
Offshore Currency Swing Line Loans made to the Dutch Borrower. Payment under
subsection (c) and this subsection (d) shall be made within 30 days after the
date the Lender or the Administrative Agent makes a reasonably detailed written
demand therefor and, as to payments under Section 3.01(d) only, delivers to the
relevant Borrower (with a copy to the Administrative Agent) either (x) a copy of
the receipt issued by the Governmental Authority evidencing payment of such
Taxes or Other Taxes or (y) if the Administrative Agent or the Lender, as the
case may be, determines that it is unable to provide a copy of such receipt
without making its tax returns available to such Borrower, a certificate as to
the amount of such payment prepared in good faith.

      (e) If either Borrower determines in good faith that a reasonable basis
exists for contesting a Tax, the relevant Lender or the Administrative Agent, as
applicable, shall (unless the Lender or the Administrative Agent determines in
good faith that contesting a Tax will have an adverse effect on the Lender)
cooperate with such Borrower (but shall have no obligation to disclose any
confidential information, unless arrangements satisfactory to the relevant
Lender or the Administrative Agent, in each case, in its reasonable discretion,
have been made to preserve the confidential nature of such information) in
challenging such Tax at the Borrowers' expense if requested by the Borrowers (it
being understood and agreed that neither the Administrative Agent nor any Lender
shall have any obligation to contest, or any responsibility for contesting, any
Tax). If any Lender or the Administrative Agent, as applicable, receives a
refund (whether by way of a direct payment, credit or by offset) of any Tax for
which a payment has been made pursuant to this Section 3.01 which, in the good
faith judgment of such Lender or the Administrative Agent, as the case may be,
is allocable to such payment made under Section 3.01, the amount of such refund
(together with any interest received thereon) shall be paid to the Borrowers to
the extent payment has been made in full as and when required pursuant to this
Section 3.01. The Borrowers agree to return any refund to any Lender or the
Administrative Agent at the request of such party (together with any interest,
penalties, or other charges thereon) in the event the Lender or the
Administrative Agent is required to return such refund to the applicable taxing
authority.

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      3.02 ILLEGALITY. If any Lender determines in good faith that any Law has
made it unlawful, or that any Governmental Authority has asserted that it is
unlawful, for such Lender or its applicable Lending Office to make, maintain or
fund any Fixed Rate Loans or Offshore Currency Swing Line Loans, or to determine
or charge interest rates based upon any Fixed Rate or the Offshore Currency
Swing Line Rate, then, on notice thereof by such Lender to the Borrowers through
the Administrative Agent, any obligation of such Lender to make or continue such
Fixed Rate Loans or Offshore Currency Swing Line Loans or to convert Base Rate
Loans to Eurodollar Rate Loans (if such Eurodollar Loans are so affected) shall
be suspended until such Lender notifies the Administrative Agent and the
Borrowers that the circumstances giving rise to such determination no longer
exist (which such Lender shall do promptly after such circumstances no longer
exist). Upon receipt of such notice, the applicable Borrower shall, upon demand
from such Lender (with a copy to the Administrative Agent), prepay all affected
Fixed Rate Loans and Offshore Currency Swing Line Loans or, if applicable,
convert all affected Eurodollar Rate Loans of such Lender to Base Rate Loans,
either on the last day of the Interest Period thereof, if such Lender may
lawfully continue to maintain such Fixed Rate Loans to such day, or immediately,
if such Lender may not lawfully continue to maintain such Fixed Rate Loans. Upon
any such prepayment or conversion, the applicable Borrower shall also pay
accrued interest on the amount so prepaid or converted. Each Lender agrees to
designate a different Lending Office if such designation will avoid the need for
such notice and will not, in the good faith judgment of such Lender, otherwise
be materially disadvantageous to such Lender.

      3.03 INABILITY TO DETERMINE RATES. If the Administrative Agent or, as to
Offshore Currency Swing Line Loans, the Swing Line Lender, determines in
connection with any request for a Fixed Rate Loan or Offshore Currency Swing
Line Loans, a continuation thereof, or a conversion of a Eurodollar Rate Loan
that (a) deposits in Dollars or euro are not being offered to banks in the
applicable offshore interbank market for such currency for the applicable amount
and Interest Period of such Fixed Rate Loan, (b) adequate and reasonable means
do not exist for determining the Fixed Rate for such Fixed Rate Loan or Offshore
Currency Swing Line Rate for such Offshore Currency Swing Line Loan, or (c) the
Fixed Rate for such Fixed Rate Loan or Offshore Currency Swing Line Rate for
such Offshore Currency Swing Line Loan does not adequately and fairly reflect
the cost to the applicable Lenders of funding such Loan, the Administrative
Agent will promptly notify the affected Borrower and all Lenders. Thereafter,
the obligation of the Lenders to make or maintain affected Fixed Rate Loans or
Offshore Currency Swing Line Loans shall be suspended until the Administrative
Agent or Swing Line Lender revokes such notice which it shall do promptly once
such circumstances no longer exist. Upon receipt of such notice, the Borrowers
may revoke any pending request for a Borrowing, conversion or continuation of
affected Fixed Rate Loans or Offshore Currency Swing Line Loans, failing that,
with respect to Eurodollar Rate Loans in Dollars, the Borrowers will be deemed
to have converted such request into a request for a Revolving Borrowing of Base
Rate Loans in the amount specified therein and, with respect to Offshore
Currency Loans or Offshore Currency Swing Line Loans in euro, the Borrowers will
be deemed to have revoked such pending request for a Borrowing.

      3.04 INCREASED COST AND REDUCED RETURN; CAPITAL ADEQUACY; RESERVES ON
FIXED RATE LOANS.

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      (a) If any Lender (including the Swing Line Lender, as applicable)
determines that as a result of the introduction of or any change in or in the
interpretation of any Law, in each case first made after the date hereof, or
such Lender's compliance therewith, there shall be any increase in the cost to
such Lender of agreeing to make or making, funding or maintaining Fixed Rate
Loans or Offshore Currency Swing Line Loans or (as the case may be) issuing or
participating in Letters of Credit, or shall have the effect that the Mandatory
Cost, as calculated hereunder, does not represent the cost to the Swing Line
Lender of complying with the requirements of the Bank of England and/or the
Financial Services Authority in relation to its making, funding or maintaining
Offshore Currency Swing Line Loans or a reduction in the amount received or
receivable by such Lender in connection with any of the foregoing (excluding for
purposes of this subsection (a) any such increased costs or reduction in amount
resulting from (i) Taxes or Other Taxes or Excluded Taxes (as to which Section
3.01 shall govern), (ii) changes in the basis of taxation of overall net income
or overall gross income by the United States or any foreign jurisdiction or any
political subdivision of either thereof under the Laws of which such Lender is
organized or has its Lending Office, (iii) reserve requirements contemplated by
Section 3.04(c) and (iv) the requirements of the Bank of England and the
Financial Services Authority reflected in the Mandatory Cost, other than as set
forth above), then within ten Business Days after receipt of a reasonably
detailed written notice from such Lender (with a copy of such notice to the
Administrative Agent), the US Borrower with respect to Eurodollar Rate Loans,
and the Dutch Borrower with respect to Offshore Currency Loans and Offshore
Currency Swing Line Loans, shall pay to such Lender such additional amounts as
will compensate such Lender for such increased cost or reduction.

      (b) If any Lender determines that the introduction of any Law regarding
capital adequacy or any change therein or in the interpretation thereof, in each
case first made after the date hereof, or compliance by such Lender (or its
Lending Office) therewith, has the effect of reducing the rate of return on the
capital of such Lender or any corporation controlling such Lender as a
consequence of such Lender's obligations hereunder (taking into consideration
its policies with respect to capital adequacy) then within ten Business Days
after receipt of a reasonably detailed written notice from such Lender (with a
copy of such notice to the Administrative Agent), the applicable Borrower shall
pay to such Lender such additional amounts as will compensate such Lender for
such reduction.

      (c) The applicable Borrower shall pay to each Lender, as long as such
Lender shall be required to maintain reserves with respect to liabilities or
assets consisting of or including Eurocurrency funds or deposits (currently
known as "Eurocurrency liabilities"), additional interest on the unpaid
principal amount of each applicable Fixed Rate Loan and Offshore Currency Swing
Line Loan (to the extent not reflected in the determination of the Offshore
Currency Swing Line Rate) equal to the actual costs of such reserves allocated
to such Loan by such Lender (as determined by such Lender in good faith, which
determination shall be presumptively correct absent manifest error), which shall
be due and payable on each date on which interest is payable on such Loan;
provided that the US Borrower on behalf of the applicable Borrower shall have
received at least 15 days' prior notice (with a copy to the Administrative
Agent) of such additional interest from such Lender. If a Lender fails to give
notice 15 days prior to the relevant Interest Payment Date, such additional
interest shall be due and payable 15 days from receipt of such notice.

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<PAGE>

      (d) Failure or delay on the part of any Lender to demand compensation
pursuant to the foregoing provisions of this Section shall not constitute a
waiver of such Lender's right to demand such compensation, provided that no
Borrower shall be required to compensate a Lender pursuant to the foregoing
provisions of this Section for any increased costs incurred or reductions
suffered more than nine months prior to the date that such Lender, as the case
may be, notifies such Borrower of the change in or in the interpretation of, or
the introduction of, any Law giving rise to such increased costs or reductions
and of such Lender's intention to claim compensation therefor (except that, if
such change in or in the interpretation of, or the introduction of, such Law
giving rise to such increased costs or reductions is retroactive, then the
nine-month period referred to above shall be extended to include the period of
retroactive effect thereof).

      3.05 FUNDING LOSSES. Within ten Business Days following receipt of a
reasonably detailed written notice from any Lender (with a copy to the
Administrative Agent), the applicable Borrower shall promptly compensate such
Lender for and hold such Lender harmless from any loss, cost or expense (other
than lost profits) actually incurred by it (giving effect to the following
paragraph) as a result of:

      (a) any continuation, conversion, payment or prepayment of any Loan other
than a Base Rate Loan on a day other than the last day of the Interest Period
for such Loan (whether voluntary, mandatory, automatic, by reason of
acceleration, or otherwise);

      (b) any failure by the applicable Borrower (for a reason other than the
failure of such Lender to make a Loan) to prepay, borrow, continue or convert
any Loan other than a Base Rate Loan on the date or in the amount notified by
the applicable Borrower; or

      (c) any assignment of a Fixed Rate Loan on a day other than the last day
of the Interest Period therefor as a result of a request by the applicable
Borrower pursuant to Section 10.15;

including any loss or expense (other than lost profits) arising from the
liquidation or reemployment of funds obtained by it to maintain such Loan or
from fees payable to terminate the deposits from which such funds were obtained.

For purposes of calculating amounts payable by the applicable Borrower to the
Lenders under this Section 3.05, each Lender shall be deemed to have funded each
Fixed Rate Loan made by it at the Fixed Rate for such Loan by a matching deposit
or other borrowing in the applicable interbank market for Dollars or euro for a
comparable amount and for a comparable period, whether or not such Fixed Rate
Loan was in fact so funded.

      3.06 MATTERS APPLICABLE TO ALL REQUESTS FOR COMPENSATION.

      (a) A certificate of the Administrative Agent or any Lender claiming
compensation under this Article III and setting forth the additional amount or
amounts to be paid to it hereunder shall be presumptively correct in the absence
of manifest error. In determining such amount, the Administrative Agent or such
Lender may use any reasonable averaging and attribution methods.

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<PAGE>

      (b) Upon any Lender's making a claim for compensation under Section 3.01
or 3.04 or refusing to make or maintain Loans pursuant to Section 3.02, the US
Borrower may replace such Lender in accordance with Section 10.15.

      3.07 SURVIVAL. All of the Borrowers' obligations under this Article III
shall survive termination of the Aggregate Commitments and repayment of all
other Obligations.

                                   ARTICLE IV
                    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

      4.01 CONDITIONS OF INITIAL CREDIT EXTENSION. The effectiveness of this
Agreement and the obligation of each L/C Issuer and each Lender to make its
initial Credit Extension hereunder are subject to satisfaction of the following
conditions precedent:

      (a) The Administrative Agent's receipt of the following, each of which
shall be originals or facsimiles (followed promptly by originals) unless
otherwise specified, each properly executed by a Responsible Officer of the
signing Loan Party, each dated the Effective Date (or, in the case of
certificates of governmental officials, a recent date before the Effective Date)
and each in form reasonably satisfactory to the Administrative Agent:

            (i) executed counterparts of this Agreement, sufficient in number
      for distribution to the Administrative Agent, each Lender and the
      Borrowers;

            (ii) executed counterparts of the Holdings Guaranty, the Libbey
      Glass Guaranty and the Subsidiary Guaranty, in such number as the
      Administrative Agent may request;

            (iii) (a) Revolving Loan Notes executed by the US Borrower in favor
      of each Lender requesting such a Note, (b) Offshore Currency Loan Notes
      executed by the Dutch Borrower in favor of each Lender requesting such a
      Note, (c) Swing Line Notes executed by (i) the US Borrower in favor the
      Swing Line Lender and (ii) the Dutch Borrower in favor of the Swing Line
      Lender, and (d) Negotiated Rate Loan Notes executed by the US Borrower in
      favor of each Lender requesting such a Note;

            (iv) certificates of resolutions or other action, incumbency
      certificates and/or other certificates of Responsible Officers of each
      Loan Party, all in form and substance reasonably satisfactory to the
      Administrative Agent, which establish the identity and verify the
      authority and capacity of each Responsible Officer thereof authorized to
      act as a Responsible Officer in connection with this Agreement and the
      other Loan Documents to which such Loan Party is a party;

            (v) with respect to the Dutch Borrower, (A) a copy of its deed of
      incorporation (akte van oprichting) as filed with the trade register at
      the applicable chamber of commerce, and (B) a copy of its articles of
      association (statuten) as currently in force and as filed with the trade
      register at the applicable chamber of commerce and certified by one of its
      directors;

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<PAGE>

            (vi) with respect to each Loan Party other than the Dutch Borrower,
      such documents and certifications as the Administrative Agent may
      reasonably require to evidence that each such Loan Party is duly organized
      or formed, and that each such Loan Party is validly existing, in good
      standing and qualified to engage in business in each jurisdiction where
      its ownership, lease or operation of properties or the conduct of its
      business requires such qualification, except to the extent that failure to
      do so could not reasonably be expected to have a Material Adverse Effect;

            (vii) a certificate signed by a Responsible Officer on behalf of
      each Borrower certifying (A) that the conditions specified in Sections
      4.01 and 4.02 have been satisfied, and (B) that there has been no event or
      circumstance since December 31, 2003 which has or could be reasonably
      expected to have a Material Adverse Effect;

            (viii) opinions of (A) Latham & Watkins LLP, US counsel to each Loan
      Party, and (B) General Counsel of the US Borrower, each in substance
      reasonably satisfactory to the Administrative Agent;

            (ix) an opinion of Cleary, Gottlieb, Steen & Hamilton, Dutch counsel
      to the Dutch Borrower, in substance reasonably satisfactory to the
      Administrative Agent; and

            (x) evidence that the Existing Credit Agreement has been or
      concurrently with the Effective Date is being terminated and all
      obligations and liabilities thereunder (other than continuing obligations
      in the nature of indemnities for amounts not yet due and payable) shall
      have been or are concurrently with the Effective Date being paid and
      satisfied in full.

      (b) Any fees required to be paid on or before the Effective Date shall
have been paid.

      (c) Unless waived by the Administrative Agent, the Borrowers shall have
paid all Attorney Costs of the Administrative Agent relating to this Agreement
to the extent invoiced prior to the Effective Date.

      4.02 CONDITIONS TO ALL CREDIT EXTENSIONS. The obligation of each Lender to
honor any Request for Credit Extension (other than a Notice of Borrowing
requesting only a conversion of Loans to a different Type, or a continuation of
Loans as the same Type) is subject to the following conditions precedent:

      (a) The representations and warranties of the US Borrower contained in
Article V, or which are contained in any document furnished at any time under or
in connection herewith, that are qualified by materiality shall be true and
correct on and as of the date of such Credit Extension, and each of the
representations and warranties of the US Borrower contained in Article V, or
which are contained in any document furnished at any time under or in connection
herewith, that are not qualified by materiality shall be true and correct in all
material respects on and as of the date of such Credit Extension, except to the
extent that such representations and warranties specifically refer to an earlier
date, in which case they shall be true and correct, or true and correct in all
material respects, as the case may be, as of such earlier date.

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<PAGE>

      (b) No Default or Event of Default shall exist, or would result from such
proposed Credit Extension.

      (c) The Administrative Agent and, if applicable, the applicable L/C
Issuer, the Swing Line Lender or the Negotiated Lender shall have received a
Request for Credit Extension in accordance with the requirements hereof.

      Each Request for Credit Extension (other than a Notice of Borrowing
requesting only a conversion of Loans to the other Type or a continuation of
Loans as the same Type) submitted by a Borrower shall be deemed to be a
representation and warranty that the conditions specified in Section 4.02 have
been satisfied on and as of the date of the applicable Credit Extension.

                                   ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

      The US Borrower represents and warrants to the Administrative Agent and
the Lenders that as of the Effective Date and as of each Credit Extension
thereafter:

      5.01 EXISTENCE, QUALIFICATION AND POWER; COMPLIANCE WITH LAWS. Each Loan
Party (a) is a corporation or limited liability company, as applicable, duly
organized or formed, validly existing and in good standing under the Laws of the
jurisdiction of its incorporation or organization, (b) has all requisite power
and authority and all governmental licenses, authorizations, consents and
approvals to own its assets, carry on its business and to execute, deliver, and
perform its obligations under the Loan Documents to which it is a party, (c) is
duly qualified and is licensed and in good standing under the Laws of each
jurisdiction where its ownership, lease or operation of properties or the
conduct of its business requires such qualification or license, and (d) is in
compliance with all Laws, except in each case referred to in clause (b), (c) or
this clause (d), to the extent that failure to do so could not reasonably be
expected to have a Material Adverse Effect.

      5.02 AUTHORIZATION; NO CONTRAVENTION. The execution, delivery and
performance by each Loan Party of each Loan Document to which such Person is
party have been duly authorized by all necessary corporate or other
organizational action, and do not and will not (a) contravene the terms of any
of such Person's Organization Documents, (b) conflict with or result in any
breach or contravention of, or the creation of any Lien under, any material
Contractual Obligation to which such Person is a party or any order, injunction,
writ or decree of any Governmental Authority to which such Person or its
property is subject except as would not have a Material Adverse Effect, or (c)
violate any Law applicable to such Person except as would not have a Material
Adverse Effect.

      5.03 GOVERNMENTAL AUTHORIZATION. No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any
Governmental Authority (other than the routine filing of any Loan Document with
the SEC) is necessary or required in connection with the execution, delivery or
performance by, or enforcement against, any Loan Party of this Agreement or any
other Loan Document.

      5.04 BINDING EFFECT. This Agreement has been, and each other Loan
Document, when delivered hereunder, will have been, duly executed and delivered
by each Loan Party that is

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<PAGE>

party thereto. This Agreement constitutes, and each other Loan Document when so
delivered will constitute, a legal, valid and binding obligation of such Loan
Party, enforceable against each Loan Party that is party thereto in accordance
with its terms except as may be limited by any applicable bankruptcy,
insolvency, reorganization, moratorium, or similar laws affecting the
enforcement of creditors' rights generally which may be in effect and to general
principles of equity.

      5.05 FINANCIAL STATEMENTS; NO MATERIAL ADVERSE EFFECT.

      (a) The Audited Financial Statements (i) were prepared in accordance with
GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein; and (ii) fairly present in all material
respects the financial condition of Holdings and its Subsidiaries as of the date
thereof and their results of operations for the period covered thereby in
accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein.

      (b) Since December 31, 2003, there has been no event or circumstance that
has had a Material Adverse Effect.

      5.06 LITIGATION. There are no actions, suits, proceedings, claims or
disputes pending or, to the knowledge of the US Borrower, threatened, at law, in
equity, in arbitration or before any Governmental Authority, by or against any
Loan Party or any of its Subsidiaries or against any of their properties or
revenues that (a) enjoin or restrict the consummation or performance of this
Agreement or any other Loan Document, or (b) could reasonably be expected to
have a Material Adverse Effect.

      5.07 NO DEFAULT. No Default or Event of Default has occurred and is
continuing or would result from the making of the Credit Extensions hereunder.

      5.08 OWNERSHIP OF PROPERTY; LIENS. Each of the Loan Parties has good
record and marketable title in fee simple to, or valid leasehold interests in,
all real property necessary in the ordinary conduct of its business, except for
such defects in title as could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect. As of the Effective Date, the
property of each of the Loan Parties is subject to no Liens, other than
Permitted Liens.

      5.09 ENVIRONMENTAL COMPLIANCE. Except as set forth in Schedule 5.09 hereto
or as could not reasonably be expected to have a Material Adverse Effect:

      (a) the operations of each Loan Party and each of its Restricted
Subsidiaries comply in all material respects with all Environmental Laws;

      (b) each Loan Party and each of its Restricted Subsidiaries have obtained
all Governmental Authorizations under Environmental Laws necessary to their
respective operations, and all such Governmental Authorizations are in good
standing, and each Loan Party and each of its Restricted Subsidiaries are in
compliance with all material terms and conditions of such Governmental
Authorizations;

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<PAGE>

      (c) (i) no Loan Party nor any of its Restricted Subsidiaries has received
(A) any written notice or claim to the effect that it is or may be liable to any
Person as a result of or in connection with any Hazardous Materials or (B) any
letter or request for information under Section 104 of the Comprehensive
Environmental Response, Compensation, and Liability Act (42 U.S.C. Section 9604)
or comparable state laws, and (ii) to the best of the US Borrower's knowledge,
none of the operations of any Loan Party or any of its Restricted Subsidiaries
is the subject of any federal or state investigation relating to or in
connection with any Hazardous Materials at any Facility or at any other
location;

      (d) none of the operations of any Loan Party or any of its Restricted
Subsidiaries is subject to any judicial or administrative proceeding alleging
the violation of or liability under any Environmental Laws;

      (e) no Loan Party nor any of its Restricted Subsidiaries nor any of their
respective Facilities or operations are subject to any outstanding written order
or agreement with any governmental authority or private party relating to (a)
any Environmental Laws or (b) any Environmental Claims;

      (f) no Loan Party nor any of its Restricted Subsidiaries nor, to the best
knowledge of the US Borrower, any predecessor of any Loan Party or any of its
Restricted Subsidiaries has filed any notice under any Environmental Law
indicating past or present treatment or Release of Hazardous Materials at any
Facility;

      (g) no Hazardous Materials exist on, under or about any Facility in a
manner that would reasonably be expected to result in an Environmental Claim,
and no Loan Party nor any of its Restricted Subsidiaries has filed any notice or
report of a Release of any Hazardous Materials that could reasonably be expected
to result in an Environmental Claim;

      (h) no Loan Party nor any of its Restricted Subsidiaries nor, to the best
knowledge of the US Borrower, any of their respective predecessors has disposed
of any Hazardous Materials in a manner that could reasonably be expected to
result in an Environmental Claim;

      (i) no underground storage tanks or surface impoundments are on or at any
Facility currently owned/or operated by any Loan Party or any of its Restricted
Subsidiaries; and

      (j) no Lien in favor of any Person relating to or in connection with any
Environmental Claim has been filed or has been attached to any Facility.

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<PAGE>

      5.10 INSURANCE. The properties of the Loan Parties (and, in the case of
any Restricted Subsidiary which is not a Loan Party, only to the extent that the
failure to be so insured could reasonably be expected to have a Material Adverse
Effect) are insured with financially sound and reputable insurance companies not
Affiliates of any Loan Party, in such amounts, with such deductibles and
covering such risks as are customarily carried by companies engaged in similar
businesses and owning similar properties in localities where the Loan Parties
operate (subject to self-insurance with respect to workers' compensation and
related health benefits in a manner consistent with past practice but subject to
modifications based upon current market conditions).

      5.11 TAXES. The Loan Parties and their respective Restricted Subsidiaries
have filed all Federal, state and other material tax returns and reports
required to be filed, and have paid all Federal, state and other material taxes,
assessments, fees and other governmental charges shown on such returns, reports
or final assessments as due and payable, except those which would not have a
Material Adverse Effect or which are being contested in good faith by
appropriate proceedings and for which adequate reserves have been provided to
the extent required by GAAP.

      5.12 ERISA COMPLIANCE. Except as set forth on Schedule 5.12 hereto or as
could not reasonably be expected to have a Material Adverse Effect:

      (a) Each Plan is in compliance in all material respects with the
applicable provisions of ERISA, the Code and other Federal or state Laws. Each
Plan that is intended to qualify under Section 401(a) of the Code has received a
favorable determination letter from the IRS or an application for such a letter
is currently being processed by the IRS with respect thereto or the remedial
amendment period applicable thereto has not yet expired, and, to the best
knowledge of the US Borrower, nothing has occurred which would prevent, or cause
the loss of, such qualification. The US Borrower and each ERISA Affiliate have
made all required contributions to each Plan subject to Section 412 of the Code,
and no application for a funding waiver or an extension of any amortization
period pursuant to Section 412 of the Code has been made with respect to any
Plan.

      (b) There are no pending or, to the best knowledge of the US Borrower,
threatened claims, actions or lawsuits, or action by any Governmental Authority,
with respect to any Plan. There has been no prohibited transaction or violation
of the fiduciary responsibility rules with respect to any Plan.

      (c) (i) No ERISA Event has occurred or is reasonably expected to occur;
(ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither Borrower
nor any ERISA Affiliate has incurred, or reasonably expects to incur, any
liability under Title IV of ERISA with respect to any Pension Plan (other than
premiums due and not delinquent under Section 4007 of ERISA); (iv) neither
Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur,
any liability (and no event has occurred which, with the giving of notice under
Section 4219 of ERISA, would result in such liability) under Sections 4201 or
4243 of ERISA with respect to a Multiemployer Plan; and (v) neither Borrower nor
any ERISA Affiliate has engaged in a transaction that could be subject to
Sections 4069 or 4212(c) of ERISA.

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<PAGE>

      5.13 SUBSIDIARIES. As of the date hereof, the US Borrower has no
Subsidiaries other than those specifically disclosed in Part (a) of Schedule
5.13 and has no equity investments in any other corporation or entity other than
those specifically disclosed in Part (b) of Schedule 5.13. As of the date
hereof, there are no Unrestricted Subsidiaries.

      5.14 MARGIN REGULATIONS; PUBLIC UTILITY HOLDING COMPANY ACT; INVESTMENT
COMPANY ACT.

      (a) Neither Borrower is engaged nor will engage, in each case, principally
or as one of its important activities, in the business of purchasing or carrying
margin stock (within the meaning of Regulation U issued by the FRB), or
extending credit for the purpose of purchasing or carrying margin stock.

      (b) None of the Loan Parties is subject to regulation under the Public
Utility Holding Company Act of 1935 or under the Investment Company Act of 1940.

      5.15 DISCLOSURE. The statements, information, reports, representations, or
warranties made by the Loan Parties in the Loan Documents or furnished to the
Administrative Agent or any Lender by or on behalf of any Loan Party in
connection with the Loan Documents, taken as a whole, do not contain any untrue
statement of a material fact or omit any material fact (known to the Loan
Parties) required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading.

      5.16 INTELLECTUAL PROPERTY; LICENSES, ETC. Except as could not reasonably
be expected to have a Material Adverse Effect, the Loan Parties and their
respective Restricted Subsidiaries own, or possess the right to use, all of the
trademarks, service marks, trade names, copyrights, patents, patent rights,
franchises, licenses and other intellectual property rights that are reasonably
necessary for the operation of their respective businesses, without, to the
knowledge of the US Borrower, conflict with the rights of any other Person. To
the best knowledge of the US Borrower, no slogan or other advertising device,
product, process, method, substance, part or other material now employed by any
Loan Party or any Restricted Subsidiary of any Loan Party infringes upon any
rights held by any other Person, which infringement could reasonably be expected
to have a Material Adverse Effect. No claim or litigation regarding any of the
foregoing is pending or, to the best knowledge of the US Borrower, threatened,
and no patent, invention, device, application or principle is pending or, to the
knowledge of the US Borrower, proposed, which, in either case, could reasonably
be expected to have a Material Adverse Effect.

      5.17 REPRESENTATIONS AS TO THE DUTCH BORROWER.

      (a) The Dutch Borrower is subject to civil and commercial Laws with
respect to its obligations under this Agreement and the other Loan Documents to
which it is a party (collectively, the "Applicable Foreign Obligor Documents"),
and the execution, delivery and performance by the Dutch Borrower of the
Applicable Foreign Obligor Documents constitute and will constitute private and
commercial acts and not public or governmental acts. Neither the Dutch Borrower
nor any of its property has any immunity from jurisdiction of any court or from
any legal process (whether through service or notice, attachment prior to
judgment, attachment in

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aid of execution, execution or otherwise) under the laws of the jurisdiction in
which the Dutch Borrower is organized and existing in respect of its obligations
under the Applicable Foreign Obligor Documents.

      (b) There is no tax, levy, impost, duty, fee, assessment or other
governmental charge, or any deduction or withholding, imposed by any
Governmental Authority in or of the jurisdiction in which the Dutch Borrower is
organized and existing either (i) on or by virtue of the execution or delivery
of the Applicable Foreign Obligor Documents or (ii) on any payment to be made by
the Dutch Borrower pursuant to the Applicable Foreign Obligor Documents, except
as has been disclosed to the Administrative Agent.

      (c) The execution, delivery and performance of the Applicable Foreign
Obligor Documents executed by the Dutch Borrower are, under applicable foreign
exchange control regulations of the jurisdiction in which the Dutch Borrower is
organized and existing, not subject to any notification or authorization except
(i) such as have been made or obtained, (ii) such as cannot be made or obtained
until a later date (provided that any notification or authorization described in
clause (ii) shall be made or obtained as soon as is reasonably practicable) or
(iii) notification requirements to the Dutch Central Bank with respect to
payments made to and by Persons inside The Netherlands from and to Persons
outside The Netherlands pursuant to the 1994 Act on Financial Foreign Relations
(Wet financiele betrekkingen buitenland 1994) and the General Reporting
Obligations 2003 (Rapportagevoorschriften betalingsbalansrapportages 2003).

                                   ARTICLE VI
                              AFFIRMATIVE COVENANTS

      So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation shall remain unpaid or unsatisfied, or any Letter of Credit
shall remain outstanding, the US Borrower shall, and shall (except in the case
of the covenants set forth in Sections 6.01, 6.02 and 6.03) cause each
Restricted Subsidiary to:

      6.01 FINANCIAL STATEMENTS. Deliver to the Administrative Agent and each
Lender, in form and detail satisfactory to the Administrative Agent and the
Required Lenders:

      (a) (i) as soon as available, but in any event within 90 days after the
end of each fiscal year of the US Borrower, a consolidated balance sheet of
Holdings and its Subsidiaries as at the end of such fiscal year, and the related
consolidated statements of income, shareholders' equity and cash flows for such
fiscal year, setting forth in each case in comparative form the figures for the
previous fiscal year, all in reasonable detail, audited and accompanied by a
report and opinion of Ernst & Young LLP, any Qualified Accounting Firm or any
other independent certified public accountant of nationally recognized standing
reasonably acceptable to the Required Lenders, which report and opinion shall be
prepared in accordance with GAAP and shall not be subject to any qualifications
or exceptions as to the scope of the audit nor to any qualifications and
exceptions not reasonably acceptable to the Required Lenders. Notwithstanding
the foregoing, in the event that the US Borrower delivers an Annual Report on
Form 10-K of Holdings for such fiscal year as filed with the SEC to each Lender
within 105 days

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<PAGE>

after the end of such fiscal year, such Form 10-K shall satisfy all requirements
of this Section 6.01(a)(i); and

      (ii) at any time that an Unrestricted Subsidiary is in existence at the
end of the applicable period, as soon as available, but in any event within 90
days after the end of each fiscal year of the US Borrower, a consolidated
balance sheet of Holdings and its Subsidiaries (excluding the Unrestricted
Subsidiaries) as at the end of such fiscal year, and the related consolidated
statements of income, shareholders' equity and cash flows for such fiscal year
setting forth in each case in comparative form the figures for the previous
fiscal year, all in reasonable detail, audited and accompanied by a report and
opinion of Ernst & Young LLP, any Qualified Accounting Firm or any other
independent certified public accountant of nationally recognized standing
reasonably acceptable to the Required Lenders, which report and opinion shall be
prepared in accordance with GAAP and shall not be subject to any qualifications
or exceptions as to the scope of the audit nor to any qualifications and
exceptions not reasonably acceptable to the Required Lenders;

      (b) (i) as soon as available, but in any event within 55 days after the
end of each of the first three fiscal quarters of each fiscal year of the US
Borrower, a consolidated balance sheet of Holdings and its Subsidiaries as at
the end of such fiscal quarter, and the related consolidated statements of
income, shareholders' equity and cash flows for such fiscal quarter and for the
portion of the US Borrower's fiscal year then ended, setting forth in each case
in comparative form the figures for the corresponding fiscal quarter of the
previous fiscal year and the corresponding portion of the previous fiscal year,
all in reasonable detail and certified by a Responsible Officer of the US
Borrower on behalf of the US Borrower as fairly presenting the financial
condition, results of operations and cash flows of Holdings and its Subsidiaries
in accordance with GAAP, subject only 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 as filed with the SEC to each Lender within 60 days after the end of
such fiscal quarter, such Form 10-Q shall satisfy all requirements of this
Section 6.01(b)(i); and

      (ii) at any time that an Unrestricted Subsidiary is in existence at the
end of the applicable period, as soon as available, but in any event within 55
days after the end of each of the first three fiscal quarters of each fiscal
year of the US Borrower, a consolidated balance sheet of Holdings and its
Subsidiaries (excluding the Unrestricted Subsidiaries) as at the end of such
fiscal quarter, and the related consolidated statements of income, shareholders'
equity and cash flows for such fiscal quarter and for the portion of the US
Borrower's fiscal year then ended, setting forth in each case in comparative
form the figures for the corresponding fiscal quarter of the previous fiscal
year and the corresponding portion of the previous fiscal year all in reasonable
detail and certified by a Responsible Officer of the US Borrower on behalf of
the US Borrower as fairly presenting the consolidated financial condition,
results of operations and cash flows of Holdings and its Subsidiaries (excluding
the Unrestricted Subsidiaries) in accordance with GAAP, subject only to normal
year-end audit adjustments and the absence of footnotes.

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<PAGE>

      6.02 CERTIFICATES; OTHER INFORMATION. Deliver to the Administrative Agent
for its delivery to each Lender, in form and detail satisfactory to the
Administrative Agent:

      (a) concurrently with the delivery of the financial statements referred to
in Section 6.01(a), a certificate of its independent certified public
accountants certifying such financial statements and stating that in making the
examination necessary therefor no knowledge was obtained of any Default or Event
of Default or, if any such Default or Event of Default shall exist, stating the
nature and status of such event, provided that such accountants shall not be
liable by reason of any failure to obtain knowledge of any such Default or Event
of Default;

      (b) concurrently with the delivery of the financial statements referred to
in Sections 6.01(a) and (b), a duly completed Compliance Certificate signed by a
Responsible Officer of the US Borrower on behalf of the US Borrower;

      (c) promptly after the same are available, to the extent not previously
provided to the Administrative Agent for its delivery to each Lender, copies of
each annual report, proxy or financial statement or other report or
communication made generally available to the stockholders of Holdings, and
copies of all annual, regular, periodic and special reports and registration
statements which Holdings may file with the SEC under Section 13 or 15(d) of the
Securities Exchange Act of 1934, and not otherwise required to be delivered to
the Administrative Agent pursuant hereto; and

      (d) promptly, such additional information regarding the business,
financial or corporate affairs of Holdings or any Subsidiary as the
Administrative Agent may from time to time request.

      Documents required to be delivered pursuant to Section 6.01(a) or (b) or
Section 6.02(b), (c) or (d) (to the extent any such documents are included in
materials otherwise filed with the SEC) may be delivered electronically and if
so delivered, shall be deemed to have been delivered on the earlier of the date
(i) on which the US Borrower posts such documents, or provides a link thereto on
the US Borrower's website on the Internet at the website address listed on
Schedule 10.02; or (ii) on which such documents are posted on the US Borrower's
behalf on an Internet or intranet website, if any, to which each Lender and the
Administrative Agent have access (whether a commercial, third-party website or
whether sponsored by the Administrative Agent); provided that: (x) with respect
to documents required to be delivered pursuant to Section 6.01(a) or (b), the US
Borrower shall deliver paper copies of such documents to the Administrative
Agent or any Lender that requests the US Borrower to deliver such paper copies
until a written request to cease delivering paper copies is given by the
Administrative Agent or such Lender and (y) the US Borrower shall notify the
Administrative Agent and each Lender (by telecopier or electronic mail) of the
posting of any such documents and provide to the Administrative Agent by
electronic mail electronic versions (i.e., soft copies) of such documents.
Notwithstanding anything contained herein, in every instance the US Borrower
shall be required to provide paper copies of the Compliance Certificates
required by Section 6.02(b) to the Administrative Agent. Except for such
Compliance Certificates, the Administrative Agent shall have no obligation to
request the delivery or to maintain copies of the documents referred to above,
and in any event shall have no responsibility to monitor compliance by the US
Borrower with any such request for

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<PAGE>

delivery, and each Lender shall be solely responsible for requesting delivery to
it or maintaining its copies of such documents.

      The Borrowers acknowledge that (a) the Administrative Agent will make
available to the Lenders materials and/or information provided by or on behalf
of the Borrowers hereunder (collectively, "Borrower Materials") by posting the
Borrower Materials on IntraLinks or another similar electronic system (the
"Platform") and (b) certain of the Lenders may be "public-side" Lenders, (i.e.,
Lenders that do not wish to receive material non-public information with respect
to the Borrowers and its securities) (each, a "Public Lender"). The Borrowers
hereby agree that (w) all Borrower Materials that are to be made available to
Public Lenders shall be clearly and conspicuously marked "PUBLIC" which, at a
minimum, shall mean that the word "PUBLIC" shall appear prominently on the first
page thereof; (x) by marking the Borrower Materials "PUBLIC", the Borrowers
shall be deemed to have authorized the Administrative Agent and the Lenders to
treat such Borrower Materials as either publicly available information or not
material information (although it may be sensitive and proprietary) with respect
to the Borrowers or its securities for purposes of United States federal and
state securities laws; (y) all Borrower Materials marked "PUBLIC" are permitted
to be made available through a portion of the Platform designated as "Public";
and (z) the Administrative Agent shall be entitled to treat any Borrower
Materials that are not marked "PUBLIC" as being suitable only for posting on a
portion of the Platform not marked as "Public".

      6.03 NOTICES. Promptly upon any Responsible Officer of Holdings or the US
Borrower obtaining knowledge thereof, notify the Administrative Agent (and the
Administrative Agent shall promptly provide copies of such notices to the
Lenders):

      (a) of the occurrence of any Default or Event of Default;

      (b) of any matter including without limitation any dispute, litigation,
investigation, proceeding or suspension between any Loan Party and any
Governmental Authority that has resulted or could reasonably be expected to
result in a Material Adverse Effect;

      (c) of any litigation, investigation or proceeding affecting any Loan
Party, including pursuant to any applicable Environmental Laws, in which the
amount involved exceeds the Threshold Amount, or in which injunctive relief or
similar relief is sought, which relief, if granted, could reasonably be expected
to have a Material Adverse Effect; and

      (d) of the occurrence of any ERISA Event.

      Each notice pursuant to this Section shall be accompanied by a statement
of a Responsible Officer on behalf of the US Borrower setting forth details of
the occurrence referred to therein and stating what action the US Borrower has
taken and proposes to take with respect thereto.

      6.04 PAYMENT OF OBLIGATIONS. Pay and discharge prior to the expiration of
any applicable grace or cure periods all material tax liabilities, assessments
and governmental charges or levies upon it or its properties or assets shown on
federal, state or other material tax returns, reports or final assessments
unless the same are being contested in good faith by

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<PAGE>

appropriate proceedings and adequate reserves to the extent required by GAAP are
being maintained by the US Borrower or such Restricted Subsidiary.

      6.05 PRESERVATION OF EXISTENCE, ETC. (a) Preserve, renew and maintain in
full force and effect its legal existence and good standing under the Laws of
the jurisdiction of its organization, except in a transaction permitted by
Section 7.04 or 7.05; (b) take all reasonable action to maintain all rights,
privileges, permits, licenses and franchises necessary in the normal conduct of
its business, except in a transaction permitted by Section 7.04 or 7.05 or where
failure to maintain such rights, privileges, permits, licenses or franchises
could not reasonably be expected to have a Material Adverse Effect; (c) preserve
or renew all of its registered patents, trademarks, trade names and service
marks, the non-preservation of which could reasonably be expected to have a
Material Adverse Effect; and (d) maintain with each Governmental Authority in
the jurisdiction in which the Dutch Borrower is organized and existing all
authorizations, consents, approvals and licenses from, exemptions of, and
filings and registrations, in each case that are required in connection with the
Dutch Borrower's capacity and ability to perform as a Borrower under the Loan
Documents.

      6.06 MAINTENANCE OF PROPERTIES. Maintain, preserve and protect all of its
material properties and equipment necessary in the operation of its business in
good working order and condition, ordinary wear and tear excepted; and make all
necessary repairs thereto and renewals and replacements thereof, in each case,
except where the failure to do so could not reasonably be expected to have a
Material Adverse Effect.

      6.07 MAINTENANCE OF INSURANCE. Maintain with financially sound and
reputable insurance companies not Affiliates of the US Borrower insurance with
respect to its properties and business against loss or damage of the kinds
customarily insured against by Persons engaged in the same or similar business,
of such types and in such amounts as are customarily carried under similar
circumstances by such other Persons, subject to self-insurance with respect to
workers compensation and related health benefits in a manner consistent with
past practice but subject to modifications based upon current market conditions.

      6.08 COMPLIANCE WITH LAWS. Comply in all material respects with the
requirements of all Laws applicable to it or to its business or property, except
in such instances in which the failure to comply therewith could not reasonably
be expected to have a Material Adverse Effect.

      6.09 BOOKS AND RECORDS. Maintain proper books of record and account, in
which full, true and correct entries in all material respects in conformity with
GAAP consistently applied shall be made of all financial transactions and
material matters involving the assets and business of the US Borrower or such
Restricted Subsidiary, as the case may be.

      6.10 INSPECTION RIGHTS. Permit agents and representatives of the
Administrative Agent and each Lender to visit and inspect any of its properties,
to examine its corporate, financial and operating records, and make copies
thereof or abstracts therefrom, and to discuss its affairs, finances and
accounts with its directors, officers, and independent public accountants, and
at such reasonable times during normal business hours and as often as may be
reasonably desired, upon reasonable advance notice to the US Borrower; provided,
however, that when an Event of Default exists the Administrative Agent or any
Lender (or any of their respective agents

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<PAGE>

or representatives) may do any of the foregoing at the expense of the Borrowers
at any time during normal business hours and with reasonable (or, in the case of
the Administrative Agent, with or without) advance notice.

      6.11 COMPLIANCE WITH ERISA. Do, and cause each of its ERISA Affiliates to
do, each of the following except where the failure to take such action or cause
any ERISA Affiliate to take such action would not have a Material Adverse
Effect: (a) maintain each Plan in compliance in all material respects with the
applicable provisions of ERISA, the Code and other Federal or state law; (b)
cause each Plan which is qualified under Section 401(a) of the Code to maintain
such qualification; and (c) make all required contributions to any Plan subject
to Section 412 of the Code.

      6.12 USE OF PROCEEDS. Use the proceeds of the Loans (a) to refinance
Indebtedness outstanding under, and replace, the Borrowers' Existing Credit
Agreement and (b) for other general corporate purposes including stock buy
backs, Acquisitions, working capital and capital expenditures not in violation
of any Loan Document.

      6.13 ENVIRONMENTAL DISCLOSURE AND INSPECTION.

      (a) Exercise reasonable diligence in order to comply and cause all tenants
under any leases or occupancy agreements with the US Borrower or any of its
Restricted Subsidiaries and all other Persons on or occupying such property, to
comply with all Environmental Laws except where such failure could not
reasonably be expected to have a Material Adverse Effect.

      (b) Except for the disclosure of matters as to which a legal privilege is
asserted in good faith by the US Borrower or any of its Subsidiaries, promptly
advise the Administrative Agent in writing and in reasonable detail of (i) any
Release of any Hazardous Materials which is material and required to be reported
to any federal, state or local governmental or regulatory agency under any
applicable Environmental Laws, (ii) any and all written communications with
respect to any Environmental Claims that would reasonably be expected to result
in a Material Adverse Effect or with respect to any Release of Hazardous
Materials which is material in nature and is required to be reported to any
federal, state or local governmental or regulatory agency, (iii) any remedial
action taken by the US Borrower or any other Person in response to (x) any
Hazardous Materials on, under or about any Facility, the existence of which
would reasonably be expected to result in an Environmental Claim having a
Material Adverse Effect, or (y) any Environmental Claim that would reasonably be
expected to result in a Material Adverse Effect, (iv) the US Borrower's
discovery of any occurrence or condition on any real property adjoining or in
the vicinity of any Facility that has caused such Facility or any part thereof
to be subject to any restrictions on the ownership, occupancy, transferability
or use thereof under any Environmental Laws that could reasonably be expected to
result in a Material Adverse Effect, and (v) any notice from a governmental
agency stating that the US Borrower or any of its Restricted Subsidiaries has
been named as a potentially responsible party under applicable Environmental
Laws or any other request for information from any governmental agency that
indicates such agency is investigating whether the US Borrower or any of its
Restricted Subsidiaries may be potentially responsible for a Release of
Hazardous Materials in either case that could reasonably be expected to result
in a Material Adverse Effect.

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<PAGE>

      (c) Provide copies of such documents or information as Agent may
reasonably request in relation to any matters disclosed pursuant to this Section
6.13.

      6.14 BORROWER'S REMEDIAL ACTION REGARDING HAZARDOUS MATERIALS. Promptly
take, and cause each of its Restricted Subsidiaries promptly to take, any and
all necessary remedial action in connection with the presence, storage, use,
disposal, transportation or Release of any Hazardous Materials on, under or
about any Facility in order to comply with all applicable material Environmental
Laws and Governmental Authorizations. In the event the US Borrower or any of its
Restricted Subsidiaries undertakes any remedial action with respect to any
Hazardous Materials on, under or about any Facility, the US Borrower or such
Subsidiary shall conduct and complete such remedial action in material
compliance with all applicable material Environmental Laws except when, and only
to the extent that, the US Borrower's or such Subsidiary's liability, including
with respect to such presence, storage, use, disposal, transportation or
discharge of any Hazardous Materials, is being contested in good faith by either
Borrower or such Subsidiary.

      6.15 FURTHER ASSURANCES.

      (a) Cause each wholly-owned Subsidiary which is a Guarantor to remain a
wholly-owned Subsidiary, except as a result of a transaction permitted by
Section 7.04 or Section 7.05 hereunder.

      (b) Promptly after any Person becomes a Restricted Material Subsidiary,
cause such Person to join as a Guarantor under the Subsidiary Guaranty pursuant
to joinder agreements in form and substance reasonably satisfactory to the
Administrative Agent. The US Borrower shall promptly notify the Administrative
Agent at any time at which, in accordance with this Section 6.15, any Material
Subsidiary shall be required to join as a Guarantor under the Subsidiary
Guaranty.

      (c) At the time of any request for Offshore Currency Borrowing or a Swing
Line Borrowing of an Offshore Currency Swing Line Loan, and at all times when
there are Offshore Currency Loans or Offshore Currency Swing Line Loans
outstanding, cause the Dutch Borrower to be a Restricted Subsidiary.

                                  ARTICLE VII
                               NEGATIVE COVENANTS

      Commencing on the Effective Date, so long as any Lender shall have any
Commitment hereunder, any Loan or other Obligation shall remain unpaid or
unsatisfied, or any Letter of Credit shall remain outstanding, the US Borrower
shall not, nor shall it permit any Restricted Subsidiary to, directly or
indirectly:

      7.01 LIENS. Create, incur or assume any Lien upon any of its property,
assets or revenues, whether now owned or hereafter acquired, other than the
following ("Permitted Liens"):

      (a) Liens pursuant to any Loan Document;

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<PAGE>

      (b) Liens other than those permitted by subsections (c) through (q) that
are existing on the date hereof and listed on Schedule 7.01 and any renewals or
extensions thereof; provided that the property covered thereby is not increased
and any renewal or extension of the obligations secured or benefited thereby is
permitted by Section 7.03(b);

      (c) Liens for taxes, assessments or governmental charges not yet due or
which are being contested in good faith and by appropriate proceedings, if
adequate reserves with respect thereto are maintained on the books of the
applicable Person if and to the extent required by GAAP;

      (d) (i) carriers', warehousemen's, mechanics', materialmen's, repairmen's,
unpaid salaries or other like Liens and (ii) customs and revenue authority liens
securing payment of customs duties, in either case arising in the ordinary
course of business which are not overdue for a period of more than 45 days or
which are being contested in good faith and by appropriate proceedings, if
adequate reserves with respect thereto are maintained on the books of the
applicable Person;

      (e) pledges or deposits in the ordinary course of business in connection
with workers' compensation, unemployment insurance and other social security
legislation, other than any Lien imposed by ERISA;

      (f) deposits to secure the performance of bids, trade contracts (other
than for borrowed money), government contracts, tenders, leases, statutory
obligations, surety and appeal bonds, performance bonds and other obligations of
a like nature incurred in the ordinary course of business;

      (g) easements, rights-of-way, restrictions and other similar encumbrances
affecting real property which do not materially detract from the value of the
property subject thereto or materially interfere with the ordinary conduct of
the business of the applicable Person;

      (h) Liens securing judgments for the payment of money in an aggregate
amount not in excess of the Threshold Amount (except to the extent covered by
independent third-party insurance), unless any such judgment remains
undischarged for a period of more than 45 consecutive days during which
execution is not effectively stayed;

      (i) Liens securing Indebtedness permitted under Section 7.03(d); provided
that such Liens do not at any time encumber any property other than the property
financed by such Indebtedness and proceeds thereof;

      (j) Liens upon assets of any Receivables Subsidiary securing Indebtedness
permitted by Section 7.03(e);

      (k) Liens upon assets of entities which become Restricted Subsidiaries
after the date of this Agreement pursuant to Section 7.02 and securing
Indebtedness permitted by Section 7.03(g); provided that such Liens existed at
the time the respective entities became Restricted Subsidiaries, were not
created in anticipation thereof and are limited to assets and proceeds thereof
of the respective entity at the time acquired;

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<PAGE>

      (l) Liens on the interest of the US Borrower or any of its Restricted
Subsidiaries in the COLI Policies, which Liens secure COLI Debt permitted by
Section 7.03(j);

      (m) leases or subleases granted to others not interfering in any material
respect with the ordinary conduct of the business of the US Borrower or its
Restricted Subsidiaries;

      (n) any interest or title of a lessor or sublessor under any lease not
prohibited by this Agreement;

      (o) protective UCC filings with respect to personal property leased by, or
consigned to, either Borrower or any of its Restricted Subsidiaries;

      (p) Liens granted by the US Borrower securing Indebtedness permitted by
Section 7.03(k); and

      (q) other Liens securing obligations otherwise permitted hereunder which
do not exceed $15,000,000 in the aggregate at any one time outstanding.

      7.02 INVESTMENTS. Make any Investments, except:

      (a) Investments that are existing on the date hereof listed on Schedule
7.02;

      (b) Investments held by the US Borrower or such Restricted Subsidiary in
the form of cash equivalents;

      (c) advances to officers, directors and employees of the US Borrower and
Restricted Subsidiaries (i) in an aggregate amount not to exceed $5,000,000 at
any time outstanding, for travel, entertainment, relocation and analogous
ordinary business purposes and (ii) in an aggregate amount not to exceed
$10,000,000 at any time outstanding to enable such Persons to purchase stock of
Holdings;

      (d) Investments by any Subsidiary in the US Borrower or another Subsidiary
which is a Guarantor;

      (e) Investments by the US Borrower in any Subsidiary which is a Guarantor;

      (f) Investments consisting of extensions of credit in the nature of
accounts receivable or notes receivable arising from the sale or lease of goods
or services in the ordinary course of business, and Investments received in
satisfaction or partial satisfaction thereof from financially troubled account
debtors;

      (g) Guaranty Obligations permitted by Section 7.03 and Section 7.13;

      (h) Investments permitted by Section 7.04;

      (i) Investments incurred in order to consummate Acquisitions not otherwise
prohibited herein, including the Investment incurred in order to consummate the
Acquisition of Crisal-Cristalaria Automatica, S.A.; provided that (i) such
Acquisitions are undertaken in

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<PAGE>

accordance with all applicable Laws, (ii) the prior, effective written consent
or approval to such Acquisition of the board of directors or equivalent
governing body of the acquiree is obtained, (iii) the US Borrower provides the
Administrative Agent and the Lenders with a certificate at least five days prior
to the consummation of such Acquisition evidencing that, after giving effect to
such Acquisition, the US Borrower is in compliance with Section 7.14(a) and (b)
(as determined on a Pro Forma Basis as of the last day of the preceding fiscal
quarter), and (iv) after giving effect to such Acquisition, the US Borrower and
its Restricted Subsidiaries remain in compliance with Section 7.09;

      (j) loans to Holdings (i) in an amount equal to the income taxes
attributable to Holdings' Investment in the US Borrower and its Restricted
Subsidiaries and other taxes attributable to the US Borrower and its Restricted
Subsidiaries which are then due and payable and (ii) in an amount up to
$2,000,000 per calendar year to pay expenses, provided that such loans shall
reduce dollar-for-dollar the amounts permitted to be paid to Holdings pursuant
to Section 7.07(c)(i)(A) and (B), respectively;

      (k) the US Borrower may make and own Investments in Holdings' common stock
in connection with the administration of the 401K program for employees of the
US Borrower and its Affiliates and any deferred compensation plan for executive
officers of the US Borrower and its Affiliates, provided that the aggregate fair
value, as determined by the closing price on the New York Stock Exchange for
such equity securities on the Business Day prior to making the Investment, of
such equity securities at any one time held by the US Borrower shall not exceed
$10,000,000;

      (l) Investments by the US Borrower or any Restricted Subsidiary that is a
Loan Party in any Restricted Subsidiary that is not a Guarantor or in any Joint
Venture; provided that the amount of Investments made pursuant to this Section
7.02(l) plus the fair market value, as determined in good faith by the US
Borrower or the applicable Restricted Subsidiary, of all Dispositions made
pursuant to Section 7.05(j) shall not cause the Non-Guarantor Investment Amount
to exceed the Maximum Non-Loan Party Investment Amount;

      (m) Investments consisting of Permitted Swap Obligations;

      (n) direct or indirect Investments of the US Borrower and its Restricted
Subsidiaries in existence on the date hereof in Vitrocrisa Holding S. de R.L. de
C.V., Vitrocrisa S. de R.L de C.V., Crisa Libbey S.A. de C.V., Crisa Industrial
LLC, Vitrocrisa Comercial S. de R.L. de C.V. and any affiliated entities
therewith pursuant to a Joint Venture entered into by the US Borrower and Vitro
S.A. DE C.V. (it being understood that additional Investments therein may be
made to the extent otherwise permitted another subsection of Section 7.02);

      (o) Investments by the US Borrower or its Restricted Subsidiaries in
Unrestricted Subsidiaries to the extent such Investments are permitted by
Section 7.07(d) or (e);

      (p) Investments by the US Borrower or any Restricted Subsidiary that is a
Loan Party in any Restricted Subsidiary that is not a Guarantor consisting of
the equity capital contribution of the equity interests in Foreign Subsidiaries;

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<PAGE>

      (q) Investments by any Restricted Subsidiary that is not a Loan Party in
any other Restricted Subsidiary that is not Guarantor;

      (r) Investments not otherwise permitted by this Section 7.02 by the US
Borrower or any Guarantor in the Dutch Borrower; provided that the amount of
Investments made pursuant to this Section 7.02(r) plus the fair market value, as
determined in good faith by the US Borrower or the applicable Restricted
Subsidiary, of all Dispositions made pursuant to Section 7.05(l) shall not cause
the Dutch Borrower Investment Amount to exceed $15,000,000; and

      (s) other Investments not exceeding $35,000,000 in the aggregate at any
time.

      7.03 INDEBTEDNESS. Create, incur, assume or permit to exist any
Indebtedness of the US Borrower or such Restricted Subsidiary, as applicable,
except:

      (a) Indebtedness under the Loan Documents;

      (b) Indebtedness other than of the type permitted by subsections (c)
through (m) that is outstanding on the date hereof and listed on Schedule 7.03
and any refinancings, refundings, renewals or extensions thereof; provided that
the amount of such Indebtedness is not increased at the time of such
refinancing, refunding, renewal or extension except by an amount equal to a
reasonable premium or other reasonable amount paid, and fees and expenses
reasonably incurred, in connection with such refinancing and by an amount equal
to any existing commitments unutilized thereunder;

      (c) Indebtedness consisting of Permitted Swap Obligations;

      (d) Indebtedness in respect of capital leases, Synthetic Lease Obligations
and purchase money obligations for fixed or capital assets within the
limitations set forth in Section 7.01(i); provided, however, that the aggregate
amount of all such Indebtedness at any one time outstanding shall not exceed
$50,000,000;

      (e) Receivables Facility Attributed Indebtedness in an aggregate amount
not to exceed $75,000,000 at any time;

      (f) Indebtedness consisting of financial standby letters of credit (other
than any Letter of Credit) in which the US Borrower or any of its Restricted
Subsidiaries has any actual or contingent reimbursement obligations in an
aggregate amount not to exceed $15,000,000 at any time;

      (g) Indebtedness which is secured by Liens upon assets of entities which
become Restricted Subsidiaries after the date of this Agreement pursuant to
Section 7.02 and which Liens are permitted by Section 7.01(k); provided that
such Indebtedness existed at the time the respective entities became Restricted
Subsidiaries, was not created in anticipation thereof and is limited to assets
of the respective entity at the time acquired and proceeds thereof;

      (h) Intercompany Indebtedness to the extent permitted by Section 7.02;
provided, however, that in the event of any subsequent issuance or transfer of
any capital stock which results in the holder of such Indebtedness ceasing to be
a Restricted Subsidiary or any

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subsequent transfer of such Indebtedness (other than to the US Borrower or any
of its Restricted Subsidiaries) such Indebtedness shall be required to be
permitted under another clause of this Section 7.03; provided further, however,
that in the case of Intercompany Indebtedness consisting of a loan or advance to
either Borrower, each such loan or advance shall be subordinated to the
indefeasible payment in full of all of such Borrower's obligations pursuant to
this Agreement and the other Loan Documents;

      (i) Indebtedness permitted by Section 7.13;

      (j) COLI Debt in an aggregate amount not to exceed $20,000,000 at any time
outstanding;

      (k) Indebtedness evidenced by that certain Promissory Note dated August
31, 2001 executed by the US Borrower in favor of Wells Fargo Bank Nebraska
National Association, as trustee, in an aggregate principal amount not to exceed
$2,660,000 at any time outstanding;

      (l) Indebtedness of Subsidiaries arising out of an Investment permitted by
Section 7.02(l), (n), (o), (q), (r) or (s); and

      (m) other unsecured Indebtedness of the US Borrower and/or its Restricted
Subsidiaries.

      7.04 FUNDAMENTAL CHANGES. Merge, consolidate with or into, or convey,
transfer, lease or otherwise dispose of (whether in one transaction or in a
series of transactions) all or substantially all of its assets (whether now
owned or hereafter acquired) to or in favor of any Person, except that, so long
as no Default or Event of Default would result therefrom:

      (a) any Subsidiary may merge with (i) the US Borrower; provided that the
US Borrower shall be the continuing or surviving Person, or (ii) any one or more
Subsidiaries; provided that (A) when any wholly-owned Restricted Subsidiary is
merging with another Subsidiary, the wholly-owned Restricted Subsidiary shall be
the continuing or surviving Person, (B) when the Dutch Borrower is merging (x)
with any other Loan Party, such other Loan Party shall be the continuing or
surviving Person, and (y) with any other Subsidiary which is not a Loan Party,
the Dutch Borrower shall be the continuing or surviving Person, and (C) when any
other Subsidiary which is a Guarantor is merging with another Subsidiary, a
Subsidiary which is a Guarantor shall be the continuing or surviving Person;

      (b) any Subsidiary may sell any of its stock or all or substantially all
of its assets (upon voluntary liquidation or otherwise) to the US Borrower or to
another Subsidiary; provided that (i) if the seller in such a transaction is a
wholly-owned Restricted Subsidiary, then the purchaser must also be a
wholly-owned Restricted Subsidiary or the US Borrower, as applicable, and (ii)
if the seller in such a transaction is a Subsidiary which is a Loan Party, then
the purchaser must be a Subsidiary which is a Guarantor or the US Borrower, as
applicable;

      (c) in connection with any Acquisition permitted by Section 7.02, either
Borrower or any Subsidiary may merge with another Person; provided that (i) if a
Borrower is a party to such merger, then such Borrower shall be the continuing
or surviving Person thereof and (ii) if any

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Subsidiary which is a Guarantor is a party to such merger, then a Subsidiary
which is a Guarantor shall be the continuing or surviving Person thereof; and

      (d) either Borrower or any Subsidiary may Dispose of assets to the extent
such Disposition is permitted by Section 7.05.

      7.05 DISPOSITIONS. Make any Disposition or enter into any agreement to
make any Disposition (other than agreements making the applicable Disposition
subject to the prior payment in full of the Obligations and termination of this
Agreement or to being consented to by the Required Lenders), except:

      (a) Dispositions of obsolete or worn out property, whether now owned or
hereafter acquired, in the ordinary course of business;

      (b) Dispositions of inventory in the ordinary course of business;

      (c) Dispositions of equipment or real property to the extent that (i) such
property is exchanged for credit against the purchase price of similar
replacement property, (ii) the proceeds of such Disposition are reasonably
promptly applied to the purchase price of such replacement property or (iii) the
board of directors or senior management of the US Borrower or such Restricted
Subsidiary has determined in good faith that the failure to replace such
property will not be detrimental to the business of the US Borrower or such
Restricted Subsidiary;

      (d) Dispositions by the US Borrower and its Restricted Subsidiaries of
property pursuant to sale-leaseback transactions;

      (e) Dispositions permitted by Section 7.04;

      (f) Dispositions of Accounts Receivable pursuant to a Permitted
Receivables Purchase Facility;

      (g) Disposition of real property near the location of the US Borrower's
City of Industry plant, provided that the aggregate amount of the proceeds
derived from such Disposition permitted by this subsection 7.05(g) shall not
exceed $7,000,000;

      (h) Dispositions by any Loan Party to the US Borrower or any Guarantor;

      (i) Dispositions of property from Restricted Subsidiaries that are not
Loan Parties to Restricted Subsidiaries which are not Guarantors and
Dispositions of property by Restricted Subsidiaries which are not Guarantors to
any Loan Party;

      (j) Dispositions by the US Borrower or any Restricted Subsidiary that is a
Loan Party to any Restricted Subsidiary that is not a Guarantor or to any Joint
Venture; provided that the fair market value, as determined in good faith by the
US Borrower or the applicable Restricted Subsidiary, of all Dispositions made
pursuant to this Section 7.05(j) plus Investments made pursuant to Section
7.02(l) shall not cause the Non-Guarantor Investment Amount to exceed the
Maximum Non-Loan Party Investment Amount;

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      (k) Dispositions that are Investments permitted by Section 7.02 or
Restricted Payments permitted by Section 7.07;

      (l) Dispositions not otherwise permitted by this Section 7.05 by the US
Borrower or any Guarantor to the Dutch Borrower; provided that the fair market
value, as determined in good faith by the US Borrower or the applicable
Restricted Subsidiary, of all Dispositions made pursuant to this Section 7.05(l)
plus Investments pursuant to Section 7.02(r) shall not cause the Dutch Borrower
Investment Amount to exceed $15,000,000; and

      (m) other Dispositions of property not otherwise permitted hereunder;
provided that (i) the consideration received for such assets shall have a value
at least equal to the fair market value of such assets, in each case as
determined in good faith by the US Borrower or the applicable Restricted
Subsidiary; and (ii) if the amount of the Net Proceeds of such Dispositions in
any fiscal year of the US Borrower exceeds 15% of the assets of Holdings and its
Subsidiaries (other than the Unrestricted Subsidiaries) on a consolidated basis,
the Aggregate Commitments shall be permanently reduced by the amount of such
excess (and the US Borrower shall make the prepayment, if any, required in
connection with such commitment reduction pursuant to Section 2.08(b)).

      7.06 LEASE OBLIGATIONS. Create, incur or permit to exist any obligations
of the US Borrower or its Restricted Subsidiaries for the payment of rent for
any property under lease or agreement to lease, except: (a) Leases other than of
the type described in subsections (b) through (d) in existence on the date
hereof and listed on Schedule 7.06, and any renewal, extension or refinancing
thereof;

      (b) operating leases (other than those constituting Synthetic Lease
Obligations) entered into or assumed by either Borrower or any Restricted
Subsidiary in the ordinary course of business, provided that the aggregate lease
payments for all such operating leases in any fiscal year shall not exceed
$20,000,000;

      (c) leases in connection with any sale-leaseback arrangement permitted by
Section 7.05(d); and

      (d) capital leases and Synthetic Lease Obligations to the extent permitted
by Section 7.03.

      7.07 RESTRICTED PAYMENTS. Declare or make, directly or indirectly, any
Restricted Payment, or incur any obligation (contingent or otherwise) to do so,
except that:

      (a) each Restricted Subsidiary may make Restricted Payments to the US
Borrower and to wholly-owned Restricted Subsidiaries (and, in the case of a
Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the US
Borrower and any Restricted Subsidiary and to each other owner of capital stock
of such Subsidiary on a pro rata basis based on their relative ownership
interests);

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      (b) the US Borrower and each Restricted Subsidiary may purchase, redeem or
otherwise acquire shares of its common stock or warrants or options to acquire
any such shares with the proceeds received from the substantially concurrent
issue of new shares of its common stock;

      (c) the US Borrower may make Restricted Payments to Holdings (i) (A) in an
amount equal to the income taxes attributable to Holdings' Investment in the US
Borrower and its Restricted Subsidiaries and other taxes attributable to the US
Borrower and its Restricted Subsidiaries which are then due and payable and (B)
in an amount up to $2,000,000 per calendar year to pay expenses; provided that
such amounts shall reduce dollar-for-dollar the amounts permitted to be paid to
Holdings pursuant to Section 7.02(j)(i) and (ii), respectively, and (ii) in an
amount not in excess of the outstanding amount of loans previously made by the
US Borrower to Holdings pursuant to Section 7.02(j) so long as the proceeds of
such Restricted Payments are substantially contemporaneously used by Holdings to
repay such loans;

      (d) the US Borrower may make Restricted Payments to Holdings and the US
Borrower and its Subsidiaries may make Restricted Payments in the form of
Investments in Unrestricted Subsidiaries; provided that (i) no Default or Event
of Default shall have occurred and be continuing or would result therefrom; (ii)
after giving effect to any such Restricted Payment, the aggregate of all
Restricted Payments made pursuant to this clause (d) on a cumulative basis from
the Effective Date would not exceed the sum (without duplication) of (1) 50% of
Adjusted Consolidated Net Income for any fiscal quarter after March 31, 2004
plus (2) $50,000,000; and (iii) and if Holdings has transferred 100% of the
equity interests of the US Borrower to a wholly-owned Subsidiary of Holdings and
no Event of Default exists under Section 8.01(k), then the US Borrower may make
any Restricted Payment to such wholly-owned Subsidiary to the extent that, had
such transfer not occurred, the US Borrower could have made such Restricted
Payment to Holdings; and

      (e) so long as no Default or Event of Default shall have occurred and be
continuing or would result therefrom, the US Borrower and its Restricted
Subsidiaries may make Restricted Payments in the form of Investments in
Unrestricted Subsidiaries in addition to those permitted under clause (d) above
in an amount equal to all cash dividends, cash returns and the fair market value
of other distributions received in respect of such Investments (not to exceed
the initial amount of such Investments in Unrestricted Subsidiaries).

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      7.08 ERISA. At any time engage in a transaction which could be subject to
Section 4069 or 4212(c) of ERISA, or permit any Plan to (a) engage in any
non-exempt "prohibited transaction" (as defined in Section 4975 of the Code);
(b) fail to comply with ERISA or any other applicable Laws; or (c) incur any
material "accumulated funding deficiency" (as defined in Section 302 of ERISA),
which, with respect to each event listed above, could reasonably be expected to
have a Material Adverse Effect.

      7.09 CHANGE IN NATURE OF BUSINESS. Engage in any material line of business
such that the businesses of the US Borrower and its Subsidiaries taken as a
whole are substantially different from those lines of business conducted by the
US Borrower and its Subsidiaries on the date hereof and businesses reasonably
related thereto or reasonable extensions thereof.

      7.10 TRANSACTIONS WITH AFFILIATES. Enter into any material transaction
with any Affiliate of the US Borrower, other than (a) transactions between the
US Borrower and any Subsidiary of the US Borrower which is a Guarantor or
between Guarantors which are Subsidiaries of the US Borrower, (b) transactions
between the US Borrower and Holdings, (c) arm's-length transactions with
Affiliates that are otherwise permitted hereunder, (d) transactions which, taken
as a whole, are on an arm's-length basis or, as to the US Borrower or the
Guarantor involved, are more favorable than arm's length, (e) transactions
between Restricted Subsidiaries that are not Loan Parties, (f) transactions with
Libbey Foreign Sales Corporation in a manner consistent with past practices but
subject to modifications based upon then current market conditions and changes
in applicable Laws, or (g) Investments, Dispositions and Restricted Payments
otherwise permitted hereby. For the purpose of this Section 7.10 only,
"Affiliate" shall mean, as to any Person, any Affiliate (as defined in Article
I) and any other Person which possesses, directly or indirectly, power to vote
10% or more of the securities having ordinary voting power for the election of
directors or managing general partners.

      7.11 BURDENSOME AGREEMENTS. Enter into any Contractual Obligation (other
than the Loan Documents) that (a) limits the ability of any Restricted
Subsidiary to make Restricted Payments to the US Borrower or to otherwise
transfer property to the US Borrower, (b) limits the ability of the US Borrower
or any Restricted Subsidiary to create, incur or assume Liens on property of
such Person, or (c) requires the grant of a Lien to secure an obligation of such
Person if a Lien is granted to secure another obligation of such Person (other
than (x) in the case of (a) and (b), (1) limitations placed on the Dutch
Borrower or any of its Subsidiaries, or any of their respective assets, pursuant
to working capital facilities of up to 20,000,000 euro (the "Working Capital
Facilities") of the Dutch Borrower and/or its Subsidiaries or (2) property that
is financed in a transaction governed by such Contractual Obligations and not
otherwise prohibited hereby, (y) in the case of clause (b) only, limitations
entered into in connection with up to $135,000,000 of aggregate principal amount
of Indebtedness of (i) the US Borrower in connection with the US Borrower's
Senior Notes issued pursuant to a certain Note Purchase Agreement to which the
US Borrower is a party dated as of March 31, 2003 and any guaranties thereof and
(ii) any Foreign Subsidiary that is a Restricted Subsidiary in connection with
the private placement of Indebtedness and any guaranties thereof having
scheduled maturity greater than five years and permitted hereunder, and, in the
case of (i) and (ii) above, any replacements or refinancings thereof, including
any increases thereof up to the $135,000,000 limit, and (z) in the case of
clause (c) only, (i) existing limitations entered into in connection with
existing Indebtedness and any guaranties thereof, and any replacements or
refinancings thereof, which limitations shall not

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extend to any increase of such Indebtedness, (ii) limitations entered into in
connection with the Working Capital Facilities (iii) limitations entered into in
connection with Indebtedness pursuant to Swap Contracts permitted hereunder and
(iv) limitations entered into in connection with Indebtedness in an aggregate
principal amount not to exceed $60,000,000, and any refinancings thereof).

      7.12 USE OF PROCEEDS. Use the proceeds of any Credit Extension, whether
directly or indirectly, and whether immediately, incidentally or ultimately in
any manner that might cause the Credit Extension or the application of such
proceeds to violate Regulations T, U or X of the FRB, in each case as in effect
on the date or dates of such Credit Extension and such use of proceeds.

      7.13 CONTINGENT OBLIGATIONS. Create, incur, assume or permit to exist any
Contingent Obligations of the US Borrower or its Restricted Subsidiaries,
except:

      (a) Contingent Obligations of the US Borrower and its Restricted
Subsidiaries other than those permitted by subsections (b) through (j) that are
existing as of the date hereof and listed on Schedule 7.13;

      (b) Permitted Swap Obligations;

      (c) endorsements for collection or deposit in the ordinary course of
business;

      (d) Contingent Obligations with respect to Surety Instruments incurred in
the ordinary course of business; provided that the aggregate amount of such
Contingent Obligations consisting of financial standby letters of credit (other
than any Letter of Credit) in which either Borrower or any Restricted
Subsidiaries has any actual or contingent reimbursement obligations shall not
exceed $15,000,000 at any time;

      (e) Guaranty Obligations of the US Borrower and its Restricted
Subsidiaries in an aggregate amount not to exceed (excluding any Guaranty
Obligations permitted by another clause of this Section 7.13) $50,000,000 at any
time;

      (f) Guaranty Obligations of the US Borrower and its Restricted
Subsidiaries consisting of payment obligations incurred in connection with an
Acquisition permitted hereunder;

      (g) Guaranty Obligations (i) of the US Borrower consisting of a guarantee
by the US Borrower of obligations of Holdings or a Restricted Subsidiary or (ii)
of a Subsidiary consisting of a guarantee by such Subsidiary of obligations of
Holdings, the US Borrower or a Restricted Subsidiary of the US Borrower under
any agreement not otherwise prohibited hereby;

      (h) Guaranty Obligations that are Investments permitted under Section 7.02
or Indebtedness permitted under Section 7.03;

      (i) Guaranty Obligations of the US Borrower and its Restricted
Subsidiaries of suppliers, customers, franchisees and licensees in the ordinary
course of business in an aggregate amount not to exceed $5,000,000 at any time
outstanding pursuant to this clause (i);

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      (j) Guaranty Obligations of the US Borrower not to exceed $5,000,000
pursuant to the US Borrower's guaranty in existence on the date hereof in favor
of Tractebel Energia de Monterrey, S. de R. L. de C.V. and its successors and
assigns; and

      (k) Guaranty Obligations of the Guarantors pursuant to the Loan Documents.

      7.14 FINANCIAL COVENANTS.

      (a) Leverage Ratio. Permit the Leverage Ratio at any time to be greater
than (i) from the Effective Date through and including March 30, 2006, 3.50 to
1.00; and (ii) from March 31, 2006 and continuing thereafter, 3.25 to 1.00.

      (b) Interest Coverage Ratio. Permit the Interest Coverage Ratio as of the
end of any fiscal quarter to be less than 3.00 to 1.00.

                                  ARTICLE VIII
                         EVENTS OF DEFAULT AND REMEDIES

      8.01 EVENTS OF DEFAULT. Any of the following shall constitute an Event of
Default:

      (a) Non-Payment. Either Borrower fails to pay (i) when and as required to
be paid herein any amount of principal of any Loan, or (ii) within five days
after the same becomes due, any amount of interest on any Loan, or any L/C
Obligation, or any commitment or other fee due hereunder or any other amount
payable hereunder or under any other Loan Document; or

      (b) Specific Covenants. The US Borrower fails to perform or observe any
term, covenant or agreement contained in any of Section 6.03(a), 6.05(a) or 6.12
or Article VII; or

      (c) Other Defaults. Any Loan Party fails to perform or observe any other
covenant or agreement (not specified in subsection (a) or (b) above) contained
in any Loan Document on its part to be performed or observed and such failure
continues for 30 days (or, in the case of Section 6.01, 6.02 or 6.10, ten days)
after the date upon which written notice thereof is given to the US Borrower by
the Administrative Agent; or

      (d) Representations and Warranties. Any representation or warranty made or
deemed made by the US Borrower or any other Loan Party herein, in any other Loan
Document, or in any document delivered in connection herewith or therewith
proves to have been incorrect in any material respect when made or deemed made;
or

      (e) Cross-Default. Any Loan Party or any of its Restricted Subsidiaries
(i) fails to make any payment when due (after giving effect to any applicable
grace periods and whether by scheduled maturity, required prepayment,
acceleration, demand, or otherwise) in respect of any Indebtedness (other than
Indebtedness hereunder) having an aggregate principal amount (including amounts
owing to all creditors under any combined or syndicated credit arrangement) of
more than the Threshold Amount, or (ii) fails to observe or perform any other
agreement or condition relating to any such Indebtedness or contained in any
instrument or agreement evidencing, securing or relating thereto, or any other
event occurs, the effect of which default or other event is to cause, or to
permit the holder or holders of such Indebtedness (or a trustee or

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agent on behalf of such holder or holders) to cause, with the giving of notice
if required, such Indebtedness to be demanded or to become due or to be
repurchased or redeemed (automatically or otherwise) prior to its stated
maturity; or

      (f) Insolvency Proceedings, Etc. Any Loan Party or any of its Restricted
Material Subsidiaries institutes or consents to the institution of any
proceeding under any Debtor Relief Law, or makes an assignment for the benefit
of creditors; or applies for or consents to the appointment of any receiver,
trustee, custodian, conservator, liquidator, rehabilitator or similar officer
for it or for all or any material part of its property; or any receiver,
trustee, custodian, conservator, liquidator, rehabilitator or similar officer is
appointed without the application or consent of such Person and the appointment
continues undischarged or unstayed for 60 calendar days; or any proceeding under
any Debtor Relief Law relating to any such Person or to all or any part of its
property is instituted without the consent of such Person and continues
undismissed or unstayed for 60 calendar days, or an order for relief is entered
in any such proceeding; or

      (g) Inability to Pay Debts; Attachment. (i) Any Loan Party or any of its
Restricted Material Subsidiaries becomes unable or admits in writing its
inability or fails generally to pay its debts as they become due, or (ii) any
writ or warrant of attachment or execution or similar process is issued or
levied against all or any material part of the property of any such Person and
is not released, stayed, vacated or fully bonded within 30 days after its issue
or levy; or

      (h) Judgments. There is entered against any Loan Party or any of its
Restricted Subsidiaries a final judgment or order for the payment of money in an
aggregate amount exceeding the Threshold Amount (to the extent not covered by
independent third-party insurance) and there is a period of ten consecutive days
during which such judgment is not discharged or a stay of enforcement of such
judgment, by reason of a pending appeal or otherwise, is not in effect; or

      (i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or
Multiemployer Plan which has resulted or could reasonably be expected to result
in liability of the US Borrower under Title IV of ERISA to the Pension Plan,
Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold
Amount, or (ii) the US Borrower or any ERISA Affiliate fails to pay when due,
after the expiration of any applicable grace period, any installment payment
with respect to its withdrawal liability under Section 4201 of ERISA under a
Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or

      (j) Invalidity of Loan Documents, Etc. Any Loan Document, at any time
after its execution and delivery and for any reason other than by its terms or
the agreement of the Required Lenders (subject to Section 10.01) or satisfaction
in full of all the Obligations, ceases to be in full force and effect, or is
declared by a court of competent jurisdiction to be null and void, invalid or
unenforceable in any material respect; or any Loan Party denies that it has any
or further liability or obligation under any Loan Document, or purports to
revoke, terminate or rescind any Loan Document; or an "Event of Default" under
and as defined in any other Loan Document shall occur; or

      (k) Change of Control. There occurs any Change of Control of Holdings or
Holdings shall cease to own, directly or indirectly, 100% of the outstanding
equity interests in the US

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Borrower; provided, however, that the consummation of any transaction as a
result of which, or after giving effect to which, the US Borrower is not a
direct wholly-owned Subsidiary of Holdings shall constitute an Event of Default
unless, in connection therewith, each intermediate holding company shall have
become a Guarantor, in each case pursuant to documentation reasonably
satisfactory to the Administrative Agent.

      8.02 REMEDIES UPON EVENT OF DEFAULT. If any Event of Default occurs and is
continuing, the Administrative Agent shall, at the request of, or may, with the
consent of, the Required Lenders by written notice to the US Borrower:

      (a) declare the commitment of each Lender to make Loans and any obligation
of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon
such commitments and obligation shall be terminated;

      (b) declare the unpaid principal amount of all outstanding Loans, all
interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable,
without presentment, demand, protest or other notice of any kind except as
specified above, all of which are hereby expressly waived by the Borrowers;

      (c) if all outstanding Loans have been accelerated, require that the US
Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then
Outstanding Amount thereof); and

      (d) exercise on behalf of itself and the Lenders all rights and remedies
available to it and the Lenders under the Loan Documents or applicable law;

provided, however, that upon the occurrence of any event specified in subsection
(f) of Section 8.01, the obligation of each Lender to make Loans and any
obligation of the L/C Issuers to make L/C Credit Extensions shall automatically
terminate, the unpaid principal amount of all outstanding Loans and all interest
and other amounts as aforesaid shall automatically become due and payable, and
the obligation of the US Borrower to Cash Collateralize the L/C Obligations as
aforesaid shall automatically become effective, without presentment, demand,
protest or other notice of any kind, all of which are hereby expressly waived by
the Borrowers, in each case without further act of the Administrative Agent or
any Lender.

      Notwithstanding anything contained in the preceding paragraph, if at any
time within 60 days after an acceleration of the Loans pursuant to such
paragraph the applicable Borrower shall pay all arrears of interest and all
payments on account of principal which shall have become due otherwise than as a
result of such acceleration (with interest on principal and, to the extent
permitted by law, on overdue interest, at the rates specified in this Agreement)
and all Events of Default and Defaults (other than non-payment of the principal
of and accrued interest on the Loans, in each case which is due and payable
solely by virtue of acceleration) shall be remedied or waived pursuant to
Section 10.01, then the Required Lenders, by written notice to the US Borrower,
may at their option rescind and annul such acceleration and its consequences;
but such action shall not affect any subsequent Event of Default or Default or
impair any right consequent thereon. The provisions of this paragraph are
intended merely to bind the Lenders to a decision

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which may be made at the election of the Required Lenders and are not intended
to benefit the Borrowers and do not grant either Borrower the right to require
the Lenders to rescind or annul any acceleration hereunder, even if the
conditions set forth herein are met.

      8.03 APPLICATION OF FUNDS. After the exercise of remedies provided for in
Section 8.02 (or after the Loans have automatically become immediately due and
payable and the L/C Obligations have automatically been required to be Cash
Collateralized as set forth in the proviso to Section 8.02), any amounts
received on account of the Obligations shall be applied by the Administrative
Agent in the following order:

      First, to payment of that portion of the Obligations constituting fees,
indemnities, expenses and other amounts (including fees, charges and
disbursements of counsel to the Administrative Agent and amounts payable under
Article III) payable to the Administrative Agent in its capacity as such;

      Second, to payment of that portion of the Obligations constituting fees,
indemnities and other amounts (other than principal and interest) payable to the
Lenders and each L/C Issuer (including fees, charges and disbursements of
counsel to the respective Lenders and each L/C Issuer and amounts payable under
Article III), ratably among them in proportion to the amounts described in this
clause Second payable to them;

      Third, to payment of that portion of the Obligations constituting accrued
and unpaid interest on the Loans, L/C Borrowings and other Obligations, ratably
among the Lenders and each L/C Issuer in proportion to the respective amounts
described in this clause Third payable to them;

      Fourth, ratably among the following parties in proportion to their
respective amounts described in this clause Fourth payable to them: (A) to
payment of that portion of the Obligations constituting unpaid principal of the
Loans and L/C Borrowings, ratably among the Lenders and each L/C Issuer in
proportion to the respective amounts described in this clause Fourth held by
them; and (B) to the Administrative Agent for the account of each L/C Issuer, to
Cash Collateralize that portion of L/C Obligations comprised of the aggregate
undrawn amount of Letters of Credit; and

      (xi) Last, the balance, if any, after all of the Obligations have been
indefeasibly paid in full, to the Borrowers or as otherwise required by Law.

Subject to Section 2.04(c), amounts used to Cash Collateralize the aggregate
undrawn amount of Letters of Credit pursuant to clause Fourth above shall be
applied to satisfy drawings under such Letters of Credit as they occur. If any
amount remains on deposit as cash collateral after all Letters of Credit have
either been fully drawn or expired, such remaining amount shall be applied to
the other Obligations, if any, in the order set forth above.

      8.04 JUDGMENT CURRENCY. The Borrowers, the Administrative Agent and each
Lender hereby agree that if, in the event that a judgment is given in relation
to any sum due to the Agent or any Lender hereunder, such judgment is given in a
currency (the "Judgment Currency") other than that in which such sum was
originally denominated (the "Original Currency"), the

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applicable Borrower agrees to indemnify the Agent or such Lender, as the case
may be, to the extent that the amount of the Original Currency which could have
been purchased thereby in accordance with normal banking procedures on the
Business Day following receipt of such amount is less than the amount of the
Original Currency which could have been so purchased thereby had such purchase
been made on the day on which such judgment was given or, if such day is not a
Business Day, on the Business Day immediately preceding the giving of such
judgment, and if the amount so purchased exceeds the amount of the Original
Currency which could have been so purchased thereby had such purchase been made
on the day on which such judgment was given or, if such day is not a Business
Day, on the Business Day immediately preceding such judgment, the Agent or such
Lender agrees to remit such excess to the applicable Borrower. The agreements in
this Section 8.03 shall survive payment of any such judgment.

                                   ARTICLE IX
                              ADMINISTRATIVE AGENT

      9.01 APPOINTMENT AND AUTHORITY. Each of the Lenders and each L/C Issuer
hereby irrevocably appoints Bank of America to act on its behalf as the
Administrative Agent hereunder and under the other Loan Documents and authorizes
the Administrative Agent to take such actions on its behalf and to exercise such
powers as are delegated to the Administrative Agent by the terms hereof or
thereof, together with such actions and powers as are reasonably incidental
thereto. Except with respect to certain rights of the US Borrower specifically
provided in Sections 9.06 and 9.09, the provisions of this Article are solely
for the benefit of the Administrative Agent, the Lenders and each L/C Issuer,
and neither any Borrower nor any other Loan Party shall have rights as a third
party beneficiary of any of such provisions.

      9.02 RIGHTS AS A LENDER. The Person 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 the term "Lender" or "Lenders" shall, unless otherwise
expressly indicated or unless the context otherwise requires, include the Person
serving as the Administrative Agent hereunder in its individual capacity. Such
Person and its Affiliates may accept deposits from, lend money to, act as the
financial advisor or in any other advisory capacity for and generally engage in
any kind of business with the Borrowers or any Subsidiary or other Affiliate
thereof as if such Person were not the Administrative Agent hereunder and
without any duty to account therefor to the Lenders.

      9.03 EXCULPATORY PROVISIONS. The Administrative Agent shall not have any
duties or obligations except those expressly set forth herein and in the other
Loan Documents. Without limiting the generality of the foregoing, the
Administrative Agent:

      (a) shall not be subject to any fiduciary or other implied duties,
regardless of whether a Default has occurred and is continuing;

      (b) shall not have any duty to take any discretionary action or exercise
any discretionary powers, except discretionary rights and powers expressly
contemplated hereby or by the other Loan Documents that the Administrative Agent
is required to exercise as directed in writing by the Required Lenders (or such
other number or percentage of the Lenders as shall be expressly provided for
herein or in the other Loan Documents), provided that the Administrative

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Agent shall not be required to take any action that, in its opinion or the
opinion of its counsel, may expose the Administrative Agent to liability or that
is contrary to any Loan Document or applicable law; and

      (c) shall not, except as expressly set forth herein and in the other Loan
Documents, have any duty to disclose, and shall not be liable for the failure to
disclose, any information relating to any of the Borrowers or any of their
respective Affiliates that is communicated to or obtained by the Person serving
as the 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 (i) with the consent or at the request of the Required Lenders (or
such other number or percentage of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Sections 10.01 and 8.02) or (ii) 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 notice
describing such Default is given to the Administrative Agent by any Borrower, a
Lender or any L/C Issuer.

      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 this Agreement or any other Loan Document, (ii) the
contents of any certificate, report or other document delivered hereunder or
thereunder or in connection herewith or therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth herein or therein or the occurrence of any Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan
Document or any other agreement, instrument or document or (v) the satisfaction
of any condition set forth in Article IV or elsewhere herein, other than to
confirm receipt of items expressly required to be delivered to the
Administrative Agent.

      9.04 RELIANCE BY 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 (including any electronic message, Internet or intranet website posting
or other distribution) believed by it to be genuine and to have been signed,
sent or otherwise authenticated 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 have been made by the proper Person, and shall not incur any liability
for relying thereon. In determining compliance with any condition hereunder to
the making of a Loan, or the issuance of a Letter of Credit, that by its terms
must be fulfilled to the satisfaction of a Lender or each L/C Issuer, the
Administrative Agent may presume that such condition is satisfactory to such
Lender or such L/C Issuer unless the Administrative Agent shall have received
notice to the contrary from such Lender or such L/C Issuer prior to the making
of such Loan or the issuance of such Letter of Credit. The Administrative Agent
may consult with legal counsel, independent accountants and other experts
selected by it.

      9.05 DELEGATION OF DUTIES. The Administrative Agent may perform any and
all of its duties and exercise its rights and powers hereunder or under any
other Loan Document by or through any one or more sub agents appointed by the
Administrative Agent. The Administrative

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Agent and any such sub agent may perform any and all of its duties and exercise
its rights and powers by or through their respective Related Parties. The
exculpatory provisions of this Article 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.

      9.06 RESIGNATION OF ADMINISTRATIVE AGENT. The Administrative Agent may
resign as Administrative Agent upon 60 days' notice to the Lenders, each L/C
Issuer and the Borrowers. Upon receipt of any such notice of resignation, the
Required Lenders shall have the right, with the consent of the US Borrower at
all times other than during the existence of an Event of Default (which consent
of the US Borrower shall not be unreasonably withheld or delayed), to appoint a
successor, which shall be a bank with an office in the United States, or an
Affiliate of any such bank with an office in the United States. If no such
successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 60 days after the retiring Administrative Agent
gives notice of its resignation, then the retiring Administrative Agent may,
after consulting with the Lenders and the US Borrower and on behalf of the
Lenders and each L/C Issuer, appoint a successor Administrative Agent meeting
the qualifications set forth above; provided that if the Administrative Agent
shall notify the Borrowers and the Lenders that no qualifying Person has
accepted such appointment, then such resignation shall nonetheless become
effective in accordance with such notice and (a) the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder and under
the other Loan Documents and (b) all payments, communications and determinations
provided to be made by, to or through the Administrative Agent shall instead be
made by or to each Lender and each L/C Issuer directly, until such time as the
Required Lenders appoint a successor Administrative Agent as provided for above
in this Section. Upon the acceptance of a successor's appointment as
Administrative Agent hereunder, such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring (or
retired) Administrative Agent, and the retiring Administrative Agent shall be
discharged from all of its duties and obligations hereunder or under the other
Loan Documents (if not already discharged therefrom as provided above in this
Section). 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 retiring Administrative
Agent's resignation hereunder and under the other Loan Documents, the provisions
of this Article and Section 10.04 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 the retiring Administrative Agent was acting as Administrative Agent.

      9.07 NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS. Each Lender
and each L/C Issuer acknowledges that it has, independently and without reliance
upon the Administrative Agent or any other Lender or any of their Related
Parties 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 and each L/C Issuer also acknowledges that it will,
independently and without reliance upon the Administrative Agent or any other
Lender or any of their Related Parties 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

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based upon this Agreement, any other Loan Document or any related agreement or
any document furnished hereunder or thereunder.

      9.08 NO OTHER DUTIES, ETC. Anything herein to the contrary
notwithstanding, none of the Lead Book Manager, Lead Arranger, Syndication Agent
or Documentation Agent listed on the cover page hereof shall have any powers,
duties or responsibilities under this Agreement or any of the other Loan
Documents, except in its capacity, as applicable, as the Administrative Agent, a
Lender or an L/C Issuer hereunder.

      9.09 GUARANTY MATTERS. The Lenders and each L/C Issuer irrevocably
authorize the Administrative Agent, at its option and in its discretion, to
release any Guarantor from its obligations under any applicable Guaranty if such
Person ceases to be a Subsidiary as a result of a transaction permitted
hereunder.

      Upon request by the Administrative Agent at any time, the Required Lenders
will confirm in writing the Administrative Agent's authority to release any
Guarantor from its obligations under the applicable Guaranty pursuant to this
Section 9.09.

                                   ARTICLE X
                                  MISCELLANEOUS

      10.01 AMENDMENTS, ETC. No amendment or waiver of any provision of this
Agreement or any other Loan Document, and no consent to any departure by either
Borrower or any other Loan Party therefrom, shall be effective unless in writing
signed by the Required Lenders and the US Borrower or the applicable Loan Party,
as the case may be, and each such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given; provided,
however, that no such amendment, waiver or consent shall, unless in writing and
signed by each of the Lenders directly affected thereby and by the US Borrower,
do any of the following:

      (a) extend or increase the Commitment of any Lender (or reinstate any
Commitment terminated pursuant to Section 2.07 or Section 8.02) except as
provided in Section 2.15 or Section 8.02;

      (b) postpone any date fixed by this Agreement or any other Loan Document
for any scheduled payment of principal, interest, fees or other amounts due to
the Lenders (or any of them) hereunder or under any other Loan Document;

      (c) reduce the principal of, or the rate of interest specified herein on,
any Loan or L/C Borrowing, or (subject to clause (iv) of the proviso below) any
fees or other amounts payable hereunder or under any other Loan Document;
provided, however, that only the consent of the Required Lenders shall be
necessary to amend the definition of "Default Rate" or to waive any obligation
of the Borrowers to pay interest at the Default Rate;

      (d) change the percentage of the Aggregate Commitments or of the aggregate
unpaid principal amount of the Loans and L/C Obligations which is required for
the Lenders or any of them to take any action hereunder;

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      (e) change the Pro Rata Share or Voting Percentage of any Lender (except a
s provided in Section 2.15 or otherwise as a result of an increase or decrease
in commitments or loans or assignments hereunder);

      (f) amend this Section, or any provision herein providing for consent or
other action by all the Lenders; or

      (g) release any Guarantor from its obligations under its applicable
Guaranty (except pursuant to a transaction permitted by Sections 7.04 or 7.05);
provided, however, that at such time all Obligations of the Dutch Borrower,
including all Offshore Currency Loans and all Offshore Currency Swing Line
Loans, are paid and satisfied in full and both the Offshore Currency Sublimit
and Offshore Currency Swing Line Loan Sublimit are terminated, the Libbey Glass
Guaranty shall terminate automatically (subject to reinstatement upon certain
events as therein provided);

and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the L/C Issuers in addition to the Required Lenders or
each directly-affected Lender, as the case may be, affect the rights or duties
of the L/C Issuers under this Agreement or any Letter of Credit Application
relating to any Letter of Credit issued or to be issued by it; (ii) no
amendment, waiver or consent shall, unless in writing and signed by the Swing
Line Lender in addition to the Required Lenders or each directly-affected
Lender, as the case may be, affect the rights or duties of the Swing Line Lender
under this Agreement; (iii) no amendment, waiver or consent shall, unless in
writing and signed by the Administrative Agent in addition to the Required
Lenders or each directly-affected Lender, as the case may be, affect the rights
or duties of the Administrative Agent under this Agreement or any other Loan
Document; (iv) an amendment hereof (other than pursuant to Section 2.15)
increasing the Commitment of any Lender or adding a tranche of loans hereunder
may, notwithstanding the foregoing, be approved by the Required Lenders, the US
Borrower and the Lenders extending such additional credit; (v) the Fee Letter
may be amended, or rights or privileges thereunder waived, in a writing executed
only by the respective parties thereto; and (vi) notwithstanding the foregoing,
any matter which this Agreement expressly provides may be waived by the
Administrative Agent may be so waived. Notwithstanding anything to the contrary
herein, any Lender that has a Voting Percentage of zero shall not have any right
to approve or disapprove any amendment, waiver or consent hereunder, except that
the Pro Rata Share of such Lender may not be increased (except for any such
increase resulting from Section 3.06(b) or as otherwise set forth herein)
without the consent of such Lender.

      10.02 NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATION.

      (a) Notices Generally. Except in the case of notices and other
communications expressly permitted to be given by telephone (and except as
provided in subsection (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 telecopier as
follows, and all notices and other communications expressly permitted hereunder
to be given by telephone shall be made to the applicable telephone number, as
follows:

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            (i) if to the Borrowers, the Administrative Agent, an L/C Issuer or
      the Swing Line Lender, to the address, telecopier number, electronic mail
      address or telephone number specified for such Person on Schedule 10.02;
      and

            (ii) if to any other Lender, to the address, telecopier number,
      electronic mail address or telephone number specified in its
      Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or
registered mail, shall be deemed to have been given when received; notices sent
by telecopier shall be deemed to have been given when sent (except 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). Notices delivered through electronic communications to the extent
provided in subsection (b) below, shall be effective as provided in such
subsection (b).

      (b) Electronic Communications. Notices and other communications to the
Lenders and each L/C Issuer hereunder may be delivered or furnished by
electronic communication (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 to any Lender or any L/C Issuer pursuant to
Article II if such Lender or such L/C Issuer, as applicable, has notified the
Administrative Agent that it is incapable of receiving notices under such
Article by electronic communication. The Administrative Agent or the Borrowers
may, in their 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.

      Unless the Administrative Agent otherwise prescribes, (i) notices and
other communications 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 such notice or other communication is
not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on
the next business day for the recipient, and (ii) notices or communications
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 (i) of notification that such notice or communication is
available and identifying the website address therefor.

      (c) Change of Address, Etc. Each of the Borrowers, the Administrative
Agent, the L/C Issuers and the Swing Line Lender may change its address,
telecopier or telephone number for notices and other communications hereunder by
notice to the other parties hereto. Each other Lender may change its address,
telecopier or telephone number for notices and other communications hereunder by
notice to the Borrowers, the Administrative Agent, the L/C Issuers and the Swing
Line Lender.

      (d) Reliance by Administrative Agent, L/C Issuer and Lenders. The
Administrative Agent, each L/C Issuer and the Lenders shall be entitled to rely
and act upon any notices (including telephonic Requests for Credit Extensions)
purportedly given by or on behalf of any Borrower even if (i) such notices were
not made in a manner specified herein, were incomplete

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or were not preceded or followed by any other form of notice specified herein,
or (ii) the terms thereof, as understood by the recipient, varied from any
confirmation thereof; provided, however, without limiting the foregoing, the
Administrative Agent and/or the Lenders, as applicable, shall use their best
efforts to comply with any such confirmation upon receipt thereof but shall have
no other liability to any other Person in connection therewith. Each Borrower
shall indemnify the Administrative Agent, each L/C Issuer, each Lender and the
Related Parties of each of them from all losses, costs, expenses and liabilities
resulting from the reliance by such Person on each notice purportedly given by
or on behalf of any Borrower. All telephonic notices to and other telephonic
communications with the Administrative Agent may be recorded by the
Administrative Agent, and each of the parties hereto hereby consents to such
recording.

      10.03 NO WAIVER; CUMULATIVE REMEDIES. No failure by any Lender or the
Administrative Agent to exercise, and no delay by any such Person in exercising,
any right, remedy, power or privilege hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein or therein provided are cumulative and not
exclusive of any rights, remedies, powers and privileges provided by law.

      10.04 EXPENSES; INDEMNITY; DAMAGE WAIVER.

      (a) Costs and Expenses. The Borrowers shall pay (i) all reasonable out of
pocket expenses incurred by the Administrative Agent and its Affiliates
(including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent) within five Business Days of receipt of a reasonably
detailed written invoice, in connection with the syndication of (including due
diligence pertaining thereto) the credit facilities provided for herein, the
preparation, negotiation, execution, delivery and administration of this
Agreement and the other Loan Documents or any amendments, modifications or
waivers of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), (ii) all reasonable out of
pocket expenses incurred by each L/C Issuer in connection with the issuance,
amendment, renewal or extension of any Letter of Credit or any demand for
payment thereunder and (iii) all out of pocket expenses incurred by the
Administrative Agent, any Lender or any L/C Issuer (including the fees, charges
and disbursements of any counsel for the Administrative Agent, any Lender or any
L/C Issuer), in connection with the enforcement or protection of its rights (A)
in connection with this Agreement and the other Loan Documents, including its
rights under this Section, or (B) 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 negotiations in respect of such Loans or
Letters of Credit.

      (b) Indemnification by the Borrowers. The Borrowers shall indemnify the
Administrative Agent (and any sub-agent thereof), each Lender and each L/C
Issuer, 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, liabilities and related expenses (including
the fees, charges and disbursements of any counsel for any Indemnitee), incurred
by any Indemnitee or asserted against any Indemnitee by any third party or by
any Borrower or any other Loan Party arising out of, in connection with, or as a
result of any actual or prospective claim, litigation, investigation or
proceeding or any preparation of defense

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in connection therewith relating to (i) the execution or delivery of this
Agreement, any other Loan Document or any agreement or instrument contemplated
hereby or thereby, the performance by the parties hereto of their respective
obligations hereunder or thereunder or the consummation of the transactions
contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or
proposed use of the proceeds therefrom (including any refusal by any L/C Issuer
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), or (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 its Subsidiaries, or any Environmental Liability related in any way to
any Borrower or any of its Subsidiaries, in each instance whether based on
contract, tort or any other theory, whether brought by a third party or by the
Borrowers or any other Loan Party, 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, liabilities or
related expenses (x) are determined by a court of competent jurisdiction by
final and nonappealable judgment to have resulted from the gross negligence or
willful misconduct of such Indemnitee (or such Indemnitee shall expressly admit
that such conduct was grossly negligent or constituted willful misconduct on its
part in a written pleading by such Indemnitee in a proceeding (1) in which such
Indemnitee appears and actively participates as a party of record and in which
the characterization of the applicable conduct of such Indemnitee as grossly
negligent or constituting willful misconduct is actively litigated against such
Indemnitee and (2) before a court having jurisdiction over the subject matter
and the parties) or (y) result from a claim brought by any of the Borrowers or
any other Loan Party against an Indemnitee for breach in bad faith of such
Indemnitee's obligations hereunder or under any other Loan Document, if such
Borrower or such other Loan Party has obtained a final and nonappealable
judgment in its favor on such claim as determined by a court of competent
jurisdiction.

      (c) Reimbursement by Lenders. To the extent that any Borrower for any
reason fails to indefeasibly pay any amount required under subsection (a) or (b)
of this Section to be paid by it to the Administrative Agent (or any sub-agent
thereof), any L/C Issuer or any Related Party of any of the foregoing, each
Lender severally agrees to pay to the Administrative Agent (or any such
sub-agent), each L/C Issuer or such Related Party, as the case may be, such
Lender's Pro Rate Share (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,
liability or related expense, as the case may be, was incurred by or asserted
against the Administrative Agent (or any such sub-agent) or any L/C Issuer in
its capacity as such, or against any Related Party of any of the foregoing
acting for the Administrative Agent (or any such sub-agent) or any L/C Issuer in
connection with such capacity. The obligations of the Lenders under this
subsection (c) are subject to the provisions of Section 2.13(f).

      (d) Waiver of Consequential Damages, Etc. To the fullest extent permitted
by applicable law, no Borrower shall assert, and 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, any other
Loan Document or any agreement or instrument contemplated hereby, the
transactions contemplated hereby or thereby, any Loan or Letter of Credit or the
use of the proceeds thereof. No Indemnitee referred to in subsection (b) above
shall be liable for any damages arising from

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the use by unintended recipients of any information or other materials
distributed by it through telecommunications, electronic or other information
transmission systems in connection with this Agreement or the other Loan
Documents or the transactions contemplated hereby or thereby.

      (e) Payments. All amounts due under this Section shall be payable not
later than five Business Days after demand therefor.

      (f) Survival. The agreements in this Section shall survive the resignation
of the Administrative Agent and any L/C Issuer, the replacement of any Lender,
the termination of the Aggregate Commitments and the repayment, satisfaction or
discharge of all the other Obligations.

      10.05 PAYMENTS SET ASIDE. To the extent that the Borrowers make a payment
to the Administrative Agent or any Lender, or the Administrative Agent or any
Lender exercises its right of set-off, and such payment or the proceeds of such
set-off or any part thereof (or the Dollar Equivalent amount thereof) is
subsequently invalidated, declared to be fraudulent or preferential, set aside
or required (including pursuant to any settlement entered into by the
Administrative Agent or such Lender in its discretion) to be repaid to a
trustee, receiver or any other party, in connection with any proceeding under
any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the
obligation or part thereof originally intended to be satisfied shall be revived
and continued in full force and effect as if such payment had not been made or
such set-off had not occurred, and (b) each Lender severally agrees to pay to
the Administrative Agent upon demand its applicable share of any amount so
recovered from or repaid by the Administrative Agent, plus interest thereon from
the date of such demand to the date such payment is made at a rate per annum
equal to the applicable Overnight Rate from time to time in effect, in the
applicable currency of such recovery or payment.

      10.06 SUCCESSORS AND ASSIGNS.

      (a) Successors and Assigns Generally. 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, except that no Borrower may
assign or otherwise transfer any of its rights or obligations hereunder without
the prior written consent of the Administrative Agent and each Lender, and no
Lender may assign or otherwise transfer any of its rights or obligations
hereunder except (i) to an Eligible Assignee in accordance with the provisions
of subsection (b) of this Section, (ii) by way of participation in accordance
with the provisions of subsection (d) of this Section, (iii) by way of pledge or
assignment of a security interest subject to the restrictions of subsection (f)
of this Section, or (iv) to an SPC in accordance with the provisions of
subsection (h) of this Section (and any other attempted assignment or transfer
by any party hereto shall be null and void). 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,
Participants to the extent provided in subsection (d) of this Section and, to
the extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent, each L/C Issuer and the Lenders) any legal or equitable
right, remedy or claim under or by reason of this Agreement.

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      (b) Assignments by Lenders. Any Lender may at any time assign to one or
more Eligible Assignees all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitment and the Loans
(including for purposes of this subsection (b) participations in L/C Obligations
and in Swing Line Loans) at the time owing to it); provided that:

            (i) except in the case of an assignment of the entire remaining
      amount of the assigning Lender's Commitment and the Loans at the time
      owing to it or in the case of an assignment to a Lender or an Affiliate of
      a Lender or an Approved Fund with respect to a Lender, the aggregate
      amount of the Commitment (which for this purpose includes Loans
      outstanding thereunder) or, if the Commitment is not then in effect, the
      principal outstanding balance of the 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 or, if "Trade Date" is specified in the Assignment
      and Assumption, as of the Trade Date, shall not be less than $5,000,000
      unless each of the Administrative Agent and, so long as no Event of
      Default has occurred and is continuing, the US Borrower for itself and on
      behalf of the Dutch Borrower otherwise consents (each such consent not to
      be unreasonably withheld or delayed);

            (ii) 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 with respect to the Loans or the Commitment assigned,
      except that this clause (ii) shall not apply to rights in respect of Swing
      Line Loans;

            (iii) 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 (to be paid by or on account of
      the assigning Lender or the Eligible Assignee, as agreed upon between such
      parties), and the Eligible Assignee, if it shall not be a Lender, shall
      deliver to the Administrative Agent an Administrative Questionnaire.

Subject to acceptance and recording thereof by the Administrative Agent pursuant
to subsection (c) of this Section, from and after the effective date specified
in each Assignment and Assumption, the Eligible Assignee thereunder shall be a
party to this Agreement 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 3.01, 3.04, 3.05, and 10.04(a) with
respect to facts and circumstances occurring prior to the effective date of such
assignment. Upon request, each Borrower (at its expense) shall execute and
deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this
subsection 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
subsection (d) of this Section. Notwithstanding anything herein to the contrary,

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no Lender shall have the right to sell, assign, transfer, negotiate or sell
participations in all or any part of any Negotiated Rate Loan or Negotiated Rate
Loans made by such Lender; provided, however, in the event that a Lender assigns
the full amount of its Revolving Loans, Offshore Currency Loans, Revolving Loan
Commitments and other Obligations and such Lender has any outstanding Negotiated
Rate Loans at the time of such assignment, such Lender must also assign the full
amount of such Negotiated Rate Loans to such Eligible Assignee.

      (c) Register. The Administrative Agent, acting solely for this purpose as
an agent of the Borrowers, shall maintain at the Administrative Agent's Office 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 Commitments of,
and principal amounts of the Loans and L/C Obligations owing to, each Lender
pursuant to the terms hereof from time to time (the "Register"). The entries in
the Register shall be presumptively correct absent manifest error, and the
Borrowers, the Administrative Agent 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 each of the
Borrowers and each L/C Issuer at any reasonable time and from time to time upon
reasonable prior notice. In addition, at any time that a request for a consent
for a material or substantive change to the Loan Documents is pending, any
Lender wishing to consult with other Lenders in connection therewith may request
and receive from the Administrative Agent a copy of the Register.

      (d) Participations. Any Lender may at any time, without the consent of, or
notice to, any Borrower or the Administrative Agent, sell participations to any
Person (other than a natural person or any Borrower or any of the Borrowers'
Affiliates or Subsidiaries) (each, a "Participant") in all or a portion of such
Lender's rights and/or obligations under this Agreement (including all or a
portion of its Commitment and/or the Loans (including such Lender's
participations in L/C Obligations and/or Swing Line Loans) owing to it);
provided that (i) such Lender's obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) the Borrowers, the
Administrative Agent, the Lenders and each L/C Issuer 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, waiver or other modification described in the first proviso to
Section 10.01 that affects such Participant. Subject to subsection (e) of this
Section, each Borrower agrees that each Participant shall be entitled to the
benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to subsection (b) of
this Section. To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 10.08 as though it were a Lender, provided
that such Participant agrees to be subject to Section 2.14 as though it were a
Lender.

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      (e) Limitation upon Participant Rights. A Participant shall not be
entitled to receive any greater payment under Section 3.01 or 3.04 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 US Borrower'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 3.01 unless the US Borrower is notified of
the participation sold to such Participant and such Participant agrees, for the
benefit of the Borrowers, to comply with Section 10.14 as though it were a
Lender.

      (f) Certain Pledges. Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement
(including under its Note(s), if any) to secure obligations of such Lender,
including any pledge or assignment to secure obligations to a Federal Reserve
Bank; provided that no such pledge or assignment shall release such Lender from
any of its obligations hereunder or substitute any such pledgee or assignee for
such Lender as a party hereto.

      (g) Electronic Execution of Assignments. The words "execution", "signed",
"signature", and words of like import in any Assignment and Assumption shall be
deemed to include electronic signatures or the keeping of records in electronic
form, each of which shall be of the same legal effect, validity or
enforceability as a manually executed signature or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in
any applicable law, including the Federal Electronic Signatures in Global and
National Commerce Act, the New York State Electronic Signatures and Records Act,
or any other similar state laws based on the Uniform Electronic Transactions
Act.

      (h) As used herein, the following terms have the following meanings:

            "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a
      Lender; (c) an Approved Fund; and (d) any other Person (other than a
      natural Person) approved by (i) the Administrative Agent, in the case of
      any assignment of a Loan, (ii) any L/C Issuer, in the case of any
      assignment of a Revolving Loan Commitment or any portion thereof, (iii)
      the Swing Line Lender, in the case of any assignment of a Revolving Loan
      Commitment or any portion thereof, and (iv) unless an Event of Default has
      occurred and is continuing, the US Borrower (each such approval referred
      to in clauses (i) through (iv) not to be unreasonably withheld or delayed;
      provided, however, that the US Borrower's failure to consent to any
      Eligible Assignee that results in increased costs under Section 3.01 or
      Section 3.04 herein shall be deemed to be reasonable for purposes herein);
      provided that notwithstanding the foregoing, "Eligible Assignee" shall not
      include any Borrower or any of the its Affiliates or Subsidiaries;
      provided, further, that any such Eligible Assignee must also be able to
      lend in euro and in Dollars; and, provided, further, that any such
      Eligible Assignee must also be a Professional Market Party, for so long as
      it is a requirement under Dutch law.

            "Fund" means any Person (other than a natural Person) that is (or
      will be) engaged in making, purchasing, holding or otherwise investing in
      commercial loans and similar extensions of credit in the ordinary course
      of its business.

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            "Approved Fund" means any Fund 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.

      (i) Special Purpose Funding Vehicles. Notwithstanding anything to the
contrary contained herein, any Lender (a "Granting Lender") may grant to a
special purpose funding vehicle identified as such in writing from time to time
by the Granting Lender to the Administrative Agent and the Borrowers (an "SPC")
the option to provide all or any part of any Revolving Loan or any Offshore
Currency Loan that such Granting Lender would otherwise be obligated to make
pursuant to this Agreement; provided that (i) nothing herein shall constitute a
commitment by any SPC to fund any Revolving Loan or Offshore Currency Loan, and
(ii) if an SPC elects not to exercise such option or otherwise fails to make all
or any part of such Revolving Loan or Offshore Currency Loan, the Granting
Lender shall be obligated to make such Revolving Loan or Offshore Currency Loan
pursuant to the terms hereof or, if it fails to do so, to make such payment to
the Administrative Agent as is required under Section 2.13(d). Each party hereto
hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC
of such option shall increase the costs or expenses or otherwise increase or
change the obligations of the Borrowers under this Agreement (including their
obligations under Section 3.04), (ii) no SPC shall be liable for any indemnity
or similar payment obligation under this Agreement for which a Lender would be
liable, and (iii) the Granting Lender shall for all purposes, including the
approval of any amendment, waiver or other modification of any provision of any
Loan Document, remain the lender of record hereunder. The making of a Revolving
Loan or Offshore Currency Loan by an SPC hereunder shall utilize the Commitment
of the Granting Lender to the same extent, and as if, such Revolving Loan or
Offshore Currency Loan were made by such Granting Lender. In furtherance of the
foregoing, each party hereto hereby agrees (which agreement shall survive the
termination of this Agreement) that, prior to the date that is one year and one
day after the payment in full of all outstanding commercial paper or other
senior debt of any SPC, it will not institute against, or join any other Person
in instituting against, such SPC any bankruptcy, reorganization, arrangement,
insolvency, or liquidation proceeding under the laws of the United States or any
State thereof. Notwithstanding anything to the contrary contained herein, any
SPC may (i) with notice to, but without prior consent of the Borrowers and the
Administrative Agent and with the payment of a processing fee of $1,000, assign
all or any portion of its right to receive payment with respect to any Revolving
Loan or Offshore Currency Loan to the Granting Lender and (ii) subject to
Section 10.07, disclose on a confidential basis any non-public information
relating to its funding of Revolving Loans or Offshore Currency Loans to any
rating agency, commercial paper dealer or provider of any surety or Guarantee or
credit or liquidity enhancement to such SPC.

      (j) Resignation as L/C Issuer or Swing Line Lender after Assignment.
Notwithstanding anything to the contrary contained herein, if at any time Bank
of America assigns all of its Commitment and Loans pursuant to subsection (b)
above, Bank of America may, (i) upon 30 days' notice to the US Borrower and the
Lenders, resign as an L/C Issuer and/or (ii) upon 30 days' notice to the US
Borrower, resign as Swing Line Lender. In the event of any such resignation as
an L/C Issuer or Swing Line Lender, the US Borrower shall be entitled to appoint
from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder;
provided, however, that no failure by the US Borrower to appoint any such
successor shall affect the resignation of Bank of America as an L/C Issuer or
Swing Line Lender, as the case may be.

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If Bank of America resigns as an L/C Issuer, it shall retain all the rights and
obligations of an L/C Issuer hereunder with respect to all Letters of Credit
outstanding as of the effective date of its resignation as an L/C Issuer and all
L/C Obligations with respect thereto (including the right to require the Lenders
to make Base Rate Loans or fund risk participations in Unreimbursed Amounts
pursuant to Section 2.04(c)(i)). If Bank of America resigns as Swing Line
Lender, it shall retain all the rights of the Swing Line Lender provided for
hereunder with respect to Swing Line Loans made by it and outstanding as of the
effective date of such resignation, including the right to require the Lenders
to make Base Rate Loans or fund risk participations in outstanding Swing Line
Loans pursuant to Section 2.06(c).

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      10.07 CONFIDENTIALITY. Each of the Administrative Agent and the Lenders
agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (a) to its Affiliates and to its and
its Affiliates' respective partners, 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 (with
prior notice of such disclosure to the US Borrower to the extent practicable and
not in violation of any Laws); (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process (with prior notice of
such disclosure to the US Borrower to the extent practicable and not in
violation of any Laws); (d) to any other party to this Agreement; (e) in
connection with the exercise of any remedies hereunder or any suit, action or
proceeding relating to this Agreement or the enforcement of rights hereunder;
(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 direct or indirect contractual counterparty or
prospective counterparty (or such contractual counterparty's or prospective
counterparty's professional advisor) to any credit derivative transaction
relating to obligations of the Borrowers; (g) with the consent of the US
Borrower; (h) to the extent such Information becomes publicly available other
than as a result of a breach of this Section; or (i) to the National Association
of Insurance Commissioners or any other similar organization or any nationally
recognized rating agency that requires access to information about a Lender's or
its Affiliates' investment portfolio in connection with ratings issued with
respect to such Lender or its Affiliates. In addition, the Administrative Agent
and the Lenders may disclose the existence of this Agreement and the terms
hereof and information about this Agreement to market data collectors, similar
service providers to the lending industry, and service providers to the
Administrative Agent and the Lenders in connection with the administration and
management of this Agreement, the other Loan Documents, the Commitments, and the
Credit Extensions. For the purposes of this Section, "Information" means all
information received from the Borrowers relating to either Borrower or any
Subsidiary or any of their respective businesses, other than any such
information that is available to the Administrative Agent or any Lender on a
nonconfidential basis prior to disclosure by such Borrower. 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.

      10.08 SET-OFF. In addition to any rights and remedies of the Lenders
provided by law, upon the occurrence and during the continuance of any Event of
Default, each Lender is authorized at any time and from time to time, without
prior notice to either of the Borrowers or any other Loan Party, any such notice
being waived by each of the Borrowers (on its own behalf and on behalf of each
Loan Party) 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 not
trust accounts)) at any time held by, and other indebtedness at any time owing
by, such Lender to or for the credit or the account of the applicable Loan Party
against any and all Obligations then due and owing to such Lender by such Loan
Party, now or hereafter existing, irrespective of whether or not the
Administrative Agent or such Lender shall have made demand under this Agreement
or any other Loan Document. Each Lender agrees promptly to notify the US
Borrower and the

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Administrative Agent after any such set-off and application made by such Lender;
provided, however, that the failure to give such notice shall not affect the
validity of such set-off and application.

      10.09 INTEREST RATE LIMITATION. Notwithstanding anything to the contrary
contained in any Loan Document, the interest paid or agreed to be paid under the
Loan Documents shall not exceed the maximum rate of non-usurious interest
permitted by applicable Law (the "Maximum Rate"). If the Administrative Agent or
any Lender shall receive interest in an amount that exceeds the Maximum Rate,
the excess interest shall be applied to the principal of the Loans or, if it
exceeds such unpaid principal, refunded to the applicable Borrower. In
determining whether the interest contracted for, charged, or received by the
Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to
the extent permitted by applicable Law, (a) characterize any payment that is not
principal as an expense, fee, or premium rather than interest without prejudice
to the rights of the Loan Parties under the Loan Documents, (b) exclude
voluntary prepayments and the effects thereof, and (c) amortize, prorate,
allocate, and spread in equal or unequal parts the total amount of interest
throughout the contemplated term of the Obligations.

      10.10 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

      10.11 INTEGRATION. This Agreement, together with the other Loan Documents,
comprises the complete and integrated agreement of the parties on the subject
matter hereof and thereof and supersedes all prior agreements, written or oral,
on such subject matter. In the event of any conflict between the provisions of
this Agreement and those of any other Loan Document, the provisions of this
Agreement shall control; provided that the inclusion of supplemental rights or
remedies in favor of the Administrative Agent or the Lenders in any other Loan
Document shall not be deemed a conflict with this Agreement. Each Loan Document
was drafted with the joint participation of the respective parties thereto and
shall be construed neither against nor in favor of any party, but rather in
accordance with the fair meaning thereof.

      10.12 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and
warranties made hereunder and in any other Loan Document or other document
delivered pursuant hereto or thereto or in connection herewith or therewith
shall survive the execution and delivery hereof and thereof. Such
representations and warranties have been or will be relied upon by the
Administrative Agent and each Lender, regardless of any investigation made by
the Administrative Agent or any Lender or on their behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of
any Default or Event of Default at the time of any Credit Extension, and shall
continue in full force and effect as long as any Loan or any other Obligation
shall remain unpaid or unsatisfied or any Letter of Credit shall remain
outstanding.

      10.13 SEVERABILITY. Any provision of this Agreement and the other Loan
Documents to which either Borrower is a party that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions thereof, and any such prohibition or unenforceability in

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any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.

      10.14 FOREIGN LENDERS. 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 is resident for tax purposes, or any treaty to which such
jurisdiction is a party, with respect to payments hereunder or under any other
Loan Document shall deliver to such Borrower (with a copy to the Administrative
Agent), at the time or times prescribed by applicable law or reasonably
requested by such Borrower or the Administrative Agent, such properly completed
and duly executed documentation prescribed by applicable law as will permit such
payments to be made without withholding or at a reduced rate of withholding. In
addition, any Lender, if requested by the Borrowers or the Administrative Agent,
shall deliver such other documentation prescribed by applicable law or
reasonably requested by the Borrowers or the Administrative Agent as will enable
the Borrowers or the Administrative Agent to determine whether or not such
Lender is subject to backup withholding or information reporting requirements.

      In the event that a Borrower is resident for tax purposes in the United
States, any Foreign Lender that is not a "United States person" within the
meaning of Section 7701(a)(30) of the Code shall deliver to such Borrower and
the Administrative Agent (in such number of copies as shall be requested by the
recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the request of the
Borrowers or the Administrative Agent, but only if such Foreign Lender is
legally entitled to do so), whichever of the following is applicable:

      (a) two accurate and complete original signed copies of Internal Revenue
Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to
which the United States is a party,

      (b) two accurate and complete original signed copies of Internal Revenue
Service Form W-8ECI,

      (c) in the case of a Foreign Lender claiming the benefits of the exemption
for portfolio interest under section 881(c) of the Code, (i) a duly executed
certificate to the effect that such Foreign Lender is not (A) a "bank" within
the meaning of section 881(c)(3)(A) of the Code, (B) a "10 percent shareholder"
of the applicable Borrower within the meaning of section 881(c)(3)(B) of the
Code, or (C) a "controlled foreign corporation" described in section
881(c)(3)(C) of the Code and (ii) two accurate and complete original signed
copies of Internal Revenue Service Form W-8BEN, or

      (d) any other form prescribed by applicable law as a basis for claiming
exemption from or a reduction in United States Federal withholding tax duly
completed together with such supplementary documentation as may be prescribed by
applicable law to permit the Borrowers to determine the withholding or deduction
required to be made.

Without limiting the obligations of the Lenders set forth above regarding
delivery of certain forms and documents to establish each Lender's status for
U.S. withholding tax purposes, each Lender agrees promptly to deliver to the
Administrative Agent or the Borrowers, as the

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Administrative Agent or the Borrowers shall reasonably request, on or prior to
the Effective Date, and in a timely fashion thereafter, such other documents and
forms required by any relevant taxing authorities under the Laws of any other
jurisdiction, duly executed and properly completed by such Lender, as are
required under such Laws to confirm such Lender's entitlement to any available
exemption from, or reduction of, applicable withholding taxes in respect of all
payments to be made to such Lender outside of the U.S. by the Borrowers pursuant
to any Loan Document or otherwise to establish such Lender's status for
withholding tax purposes in such other jurisdiction. Each Lender shall promptly
(i) notify the US Borrower and the Administrative Agent of any change in
circumstances which would modify or render invalid any such claimed exemption or
reduction, and (ii) take such steps as shall not be materially disadvantageous
to it, in the reasonable judgment of such Lender, and as may be reasonably
necessary (including the re-designation of its Lending Office) to avoid any
requirement of applicable Laws of any such jurisdiction that any Borrower make
any deduction or withholding for taxes from amounts payable to such Lender.
Additionally, each of the Borrowers shall promptly deliver to the Administrative
Agent or any Lender, as the Administrative Agent or such Lender shall reasonably
request, on or prior to the Effective Date, and in a timely fashion thereafter,
such documents and forms required by any relevant taxing authorities under the
Laws of any jurisdiction, duly executed and completed by such Borrower, as are
required to be furnished by such Lender or the Administrative Agent under such
Laws in connection with any payment by the Administrative Agent or any Lender of
Taxes or Other Taxes, or otherwise in connection with the Loan Documents, with
respect to such jurisdiction.

      10.15 REPLACEMENT OF LENDERS.

      (a) In the event any Lender fails to approve any amendment, waiver or
consent requested by the Borrowers pursuant to Section 10.01 that has received
the written approval of not less than the Required Lenders but also requires the
approval of such Lender (any such Lender, a "Restricted Lender"), so long as no
Default or Event of Default shall have occurred and be continuing and the
Borrowers have obtained a commitment (in an amount not less than the entire
amount of such Restricted Lender's Commitment) from one or more Lenders or
Eligible Assignees to become a Lender for all purposes hereunder (such Lender or
Lenders referred to as the "Replacement Lender"), the US Borrower may cause such
Restricted Lender to be replaced by, and to assign all its rights and
obligations under this Agreement (including its Commitment and its outstanding
Credit Extensions) pursuant to Section 10.06 to, such Replacement Lender. Such
Restricted Lender agrees to execute and to deliver to the Administrative Agent
one or more Assignment and Assumption Agreements with such Replacement Lender as
provided in Section 10.06 upon payment at par of all principal, accrued
interest, accrued fees and other amounts accrued or owing under this Agreement
to such Restricted Lender, and such Replacement Lender shall pay to the
Administrative Agent the processing fee required by Section 10.07 in connection
with such assignment. The Restricted Lender making such assignment will be
entitled to compensation for any expenses or other amounts which would be owing
to such Restricted Lender pursuant to any indemnification provision hereof
(including, if applicable, Section 3.05) as if the Borrowers had prepaid the
Loans of such Lender (and terminated its Commitment, if applicable) rather than
such Restricted Lender having assigned its interest hereunder.

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      (b) Notwithstanding the foregoing, under any other circumstances set forth
herein providing that the Borrowers shall have the right to replace a Lender as
a party to this Agreement, the US Borrower may, upon notice to such Lender and
the Administrative Agent replace such Lender by causing such Lender to assign
its Commitment (without payment of any assignment fee) pursuant to Section
10.06(b) to one or more other Lenders or Eligible Assignees procured by the
Borrowers; provided, however, that if the US Borrower elects to exercise such
right with respect to any Lender pursuant to Section 3.06(b), it shall be
obligated to replace all Lenders that have made similar requests for similar
relative amounts of compensation pursuant to Section 3.01 or 3.04. The
applicable Borrower shall (x) pay in full all principal, interest, fees and
other amounts owing to such Lender through the date of replacement (including
any amounts payable pursuant to Section 3.05), (y) provide appropriate
assurances and indemnities (which may include letters of credit) to the L/C
Issuers and the Swing Line Lender as each may reasonably require with respect to
any continuing obligation to purchase participation interests in any L/C
Obligations or any Swing Line Loans then outstanding, and (z) release such
Lender from its obligations under the Loan Documents. Any Lender being replaced
shall execute and deliver an Assignment and Assumption Agreement with respect to
such Lender's Commitment and outstanding Credit Extensions.

      (c) In each case of clause (a) and (b) above, the Administrative Agent
shall distribute an amended Schedule 2.01, which shall be deemed incorporated
into this Agreement, to reflect changes in the identities of the Lenders and
adjustments of their respective Commitments and/or Pro Rata Shares resulting
from any such replacement.

      (d) This section shall supersede any provision in Section 10.01 to the
contrary.

      10.16 GOVERNING LAW; JURISDICTION; ETC.

      (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE AGENT,
EACH LENDER AND EACH LOAN PARTY SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL
LAW.

      (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK
SITTING IN NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH
STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH BORROWER, THE
ADMINISTRATIVE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH BORROWER, THE
ADMINISTRATIVE AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING
ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR
PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER
DOCUMENT RELATED THERETO. EACH BORROWER, THE ADMINISTRATIVE AGENT AND EACH
LENDER WAIVES PERSONAL SERVICE OF

                                      104
<PAGE>

ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS
PERMITTED BY THE LAW OF SUCH STATE.

      Pursuant to the above submission to jurisdiction, the Dutch Borrower
agrees that service of all pleadings, complaints, writs, process or summonses in
any such suit, action or proceeding brought in such forum may be made upon the
U.S. Borrower at the address provided for such notices under this Agreement (the
"Process Agent"), and the Dutch Borrower hereby irrevocably appoints the Process
Agent as its agent and true and lawful attorney-in-fact in its name, place and
stead to accept and acknowledge on its behalf such service brought in any such
court. The Dutch Borrower agrees and consents that any such service upon the
Dutch Borrower shall be taken and held to be valid personal service upon the
Dutch Borrower and that the failure of the Process Agent to actually give notice
of any such service to the Dutch Borrower shall not impair or affect the
validity of such service or of any judgment based thereon, and the Dutch
Borrower waives all claim of error by reason of any such service. Any notice,
process, pleadings or other papers served upon the Process Agent for the Dutch
Borrower shall, at the same time, be sent by an authorized method described
above for the giving of notice hereunder to the Dutch Borrower at its address
set forth herein. The Dutch Borrower hereby further irrevocably consents to the
service of process in any suit, action or proceeding in said courts by the
mailing thereof by the Agent by registered or certified mail, postage prepaid,
to the Dutch Borrower at the address for the Dutch Borrower specified herein.
The Dutch Borrower acknowledges that, in appointing said agent, it is its
intention that such service shall be deemed to satisfy the requirements of all
laws and rules of each country in which the Dutch Borrower is organized and in
which it maintains its chief executive office governing service of process,
whether now or hereafter in effect.

                                      105
<PAGE>

      10.17 WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT
HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION
OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH
OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM
WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH
CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT
OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT
A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR
A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

      10.18 ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT
MATTER HEREOF OR THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR OR
CONTEMPORANEOUS WRITTEN AGREEMENTS, OR SUBSEQUENT ORAL AGREEMENTS, OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

      10.19 UNRESTRICTED SUBSIDIARIES.

      (a) Subject to Section 6.15(c), the US Borrower may from time to time
after the Effective Date designate any Subsidiary which is not a Domestic
Subsidiary as an Unrestricted Subsidiary provided that (i) such designation
shall be made in writing to the Administrative Agent, (ii) no such designation
may be made if, as a result thereof, there would exist a breach of Section
7.07(c) or (d), (iii) no such designation may be made without the consent of the
Administrative Agent with respect to any Material Subsidiary, (iv) no Subsidiary
which holds any direct or indirect equity Investment in the US Borrower or any
Restricted Subsidiary may be designated as an Unrestricted Subsidiary, and (v)
no Subsidiary which has been designated as a Restricted Subsidiary pursuant to
the following sentence or any successor thereto may be designated as an
Unrestricted Subsidiary without the consent of the Administrative Agent. A
Subsidiary designated as an Unrestricted Subsidiary may be subsequently
redesignated as a Restricted Subsidiary only upon written notice to the
Administrative Agent.

      (b) Notwithstanding any provision herein to the contrary, including any
requirement that relevant determinations be made in accordance with GAAP, all
financial calculations hereunder and financial statements delivered pursuant to
Section 6.01(a)(ii) and Section 6.01(b)(ii) (including all calculations relevant
to financial covenant compliance and Leverage Ratio levels) shall be made or
prepared, as applicable, excluding entirely the assets, liabilities, income,
loss, results of operations or other items of financial accounting of any
Unrestricted Subsidiary or the value of any Investment therein.

                                      106
<PAGE>

      10.20 SEVERAL LIABILITY OF BORROWERS. The parties hereto acknowledge and
agree that the respective obligations of the Borrowers under this Agreement and
the Notes are several and not joint, and the Dutch Borrower shall not be liable
for Obligations other than those arising out of or relating to the Offshore
Currency Loans or Offshore Currency Swing Line Loans made to the Dutch Borrower.

      10.21 USA PATRIOT ACT NOTICE. Each Lender that is subject to the Act (as
hereinafter defined) and the Administrative Agent (for itself and not on behalf
of any Lender) hereby notifies the Borrowers that pursuant to the requirements
of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the "Act"), it is required to obtain, verify and record information that
identifies the Borrowers, which information includes the name and address of
each Borrower and other information that will allow such Lender or the
Administrative Agent, as applicable, to identify such Borrower in accordance
with the Act.

      10.22 PROFESSIONAL MARKET PARTY. Each Lender hereunder hereby confirms
that, as of the date hereof, it is either (a) a Professional Market Party or (b)
exempted from the requirement to be a Professional Market Party because it forms
a closed circle (besloten kring), within the meaning of the Dutch Exemption
Regulation, with the Dutch Borrower.

                 [Remainder of page intentionally left blank.]

                                      107
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.

                                 LIBBEY GLASS, INC.

                                 By:    /s/ Kenneth A. Boerger
                                        -------------------------------
                                 Name:      Kenneth A. Boerger
                                 Title:     Vice President

                                 LIBBEY EUROPE B.V.

                                 By:    /s/ Kenneth G. Wilkes
                                        -------------------------------
                                 Name:      Kenneth G. Wilkes
                                 Title:     Director

                                 By:    /s/ Tom Buch
                                        -------------------------------
                                 Name:      Tom Buch
                                 Title:     Director

                                      108

<PAGE>

                                 BANK OF AMERICA, N.A., as Administrative
                                 Agent

                                 By:    /s/ Cassandra McCain
                                        -------------------------------
                                 Name:      Cassandra McCain
                                 Title:     Officer

                                      109

<PAGE>

                                 BANK OF AMERICA, N.A., as a Lender, Swing
                                 Line Lender and an L/C Issuer

                                 By:    /s/ Thomas Durham
                                        ---------------------------
                                 Name:      Thomas Durham
                                 Title:     Managing Director

                                      110

<PAGE>

                                 THE BANK OF NEW YORK

                                 By:    /s/ Russell Burr
                                        -------------------------------
                                 Name:      Russell Burr
                                 Title:     Senior Vice President

                                      111

<PAGE>

                                 THE BANK OF TOKYO-MITSUBISHI, LTD.,
                                 CHICAGO BRANCH

                                 By:    /s/ Shinichiro Munechika
                                        -------------------------------
                                 Name:      Shinichiro Munechika
                                 Title:     Deputy General Manager

                                      112

<PAGE>

                                 PNC BANK NATIONAL ASSOCIATION

                                 By:    /s/ Joseph G. Moran
                                        -------------------------------
                                 Name:      Joseph G. Moran
                                 Title:     Managing Director

                                      113

<PAGE>

                                 THE BANK OF NOVA SCOTIA

                                 By:    /s/ V. Gibson
                                        -------------------------------
                                 Name:      V. Gibson
                                 Title:     Assistant Agent

                                      114

<PAGE>

                                 CITIZENS BANK

                                 By:    /s/ Debra L. McAllonis
                                        -------------------------------
                                 Name:      Debra L. McAllonis
                                 Title:     Senior Vice President

                                      115

<PAGE>

                                 CREDIT INDUSTRIEL ET COMMERCIAL

                                 By:    /s/ Eric Dulot
                                        -------------------------------
                                 Name:      Eric Dulot
                                 Title:     Vice President

                                 By:    /s/ Eric Longuet
                                        -------------------------------
                                 Name:      Eric Longuet
                                 Title:     Vice President

                                      116

<PAGE>

                                 CALYON NEW YORK BRANCH

                                 By:    /s/ Lee E. Greve
                                        -------------------------------
                                 Name:      Lee E. Greve
                                 Title:     Managing Director

                                 By:    /s/ Joseph Philbin
                                        -------------------------------
                                 Name:      Joseph Philbin
                                 Title:     Director

                                      117

<PAGE>

                                 FIFTH THIRD BANK

                                 By:    /s/ Michael R. Miller
                                        -------------------------------
                                 Name:      Michael R. Miller
                                 Title:     Executive Vice President

                                      118

<PAGE>

                                 JPMORGAN CHASE BANK

                                 By:    /s/ Beth Grossman
                                        -------------------------------
                                 Name:      Beth Grossman
                                 Title:     Vice President

                                      119

<PAGE>

                                 NATIONAL CITY BANK

                                 By:    /s/ Thomas E. Redmond
                                        -------------------------------
                                 Name:      Thomas E. Redmond
                                 Title:     Senior Vice President

                                      120

<PAGE>

                                 THE NORTHERN TRUST COMPANY

                                 By:    /s/ Melissa A. Whitson
                                        -------------------------------
                                 Name:      Melissa A. Whitson
                                 Title:     Vice President

                                      121

<PAGE>

                                 STANDARD FEDERAL BANK N.A.

                                 By:    /s/ Chris Thompson
                                        -------------------------------
                                 Name:      Chris Thompson
                                 Title:     Vice President

                                      122