Exhibit 10.1



 






Exhibit 10.1






      









Execution Version












AMENDMENT NO. 2 AND WAIVER TO CREDIT AGREEMENT




     THIS AMENDMENT NO. 2 AND WAIVER TO CREDIT AGREEMENT (this “Amendment Agreement”) is
made and entered into as of September 30, 2005, by and 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 SIGNATORY
HERETO, and BANK OF AMERICA, N.A., as the administrative agent for the Lenders (in such capacity,
the “Administrative Agent”), Swing Line Lender and an L/C Issuer.



WITNESSETH:




     WHEREAS, the Administrative Agent, the lenders party thereto (collectively, the
“Lenders” and individually, a “Lender”) and the Borrowers have entered into that
certain Credit Agreement dated as of June 24, 2004 (as amended by Amendment No. 1 and Waiver to
Credit Agreement dated as of December 21, 2004 and as hereby and from time to time amended,
restated, supplemented, modified or replaced, the “Credit Agreement”; capitalized terms
used herein but not otherwise defined herein shall have the meanings assigned to such terms in the
Credit Agreement), pursuant to which the Lenders have agreed to make and have made available to
the Borrowers a revolving credit facility in an aggregate principal amount of $250,000,000; and



     WHEREAS, the Borrowers anticipate that the Borrowers will be in default of the financial
covenant set forth in Section 7.14(a) of the Credit Agreement commencing as of September 30, 2005;
and



     WHEREAS, the Borrowers have requested that certain terms of the Credit Agreement be amended
in the manner set forth herein, and that the financial covenant default described above be waived
effective as of the date hereof and for a period from the date hereof through and including
December 29, 2005, and the Administrative Agent and the Lenders, subject to the terms and
conditions contained herein, have agreed to such amendment and waiver, to be effective as of the
date hereof; and



     WHEREAS, the Borrowers, the Administrative Agent and the Lenders acknowledge that the terms
of this Amendment Agreement constitute an amendment and modification of, and not a novation of,
the Credit Agreement;



     NOW, THEREFORE, in consideration of the mutual covenants and the fulfillment of the
conditions set forth herein, the parties hereby agree as follows:



     1. Definitions. The term “Credit Agreement” or “Agreement” (as the case may be) as
used herein, in the Credit Agreement and in the other Loan Documents shall mean the Credit
Agreement as hereby amended and modified, and as further amended, modified replaced or
supplemented from time to time as permitted thereby.



 









 





     2. Amendments to and Restatements of Terms of the Credit Agreement. Subject to
the conditions hereof and upon satisfaction of the terms set forth in Section 7, the Credit
Agreement is hereby amended, effective as of the date hereof, as follows:




     (a) Section 1.01 of the Credit Agreement is hereby amended by adding
the definition of “Available Amount”, in alphabetical order, to read as follows:




     “Available Amount” means,




     (a) through and including December 29, 2005, an amount
equal to the lesser of (A) $195,000,000 and (B) the
Aggregate
Commitments; and




     (b) thereafter, the Aggregate Commitments.




     (b) Section 1.01 of the Credit Agreement is hereby further amended to
restate the definition of “Letter of Credit Sublimit” in its entirety to read as
follows:




     “Letter of Credit Sublimit” means an amount equal to the lesser of (a)
$30,000,000 and (b) the Available Amount. The Letter of Credit Sublimit is part of,
and not in addition to, the Revolving Loan Commitments.




     (c) Section 1.01 of the Credit Agreement is hereby further amended to
restate the definition of “Negotiated Rate Loan Sublimit” in its entirety to read as
follows:




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




     (d) Section 1.01 of the Credit Agreement is hereby further amended to
restate the definition of “Offshore Currency Sublimit” in its entirety to read as
follows:




     “Offshore Currency Sublimit” means an amount equal to the lesser of
(a) $125,000,000 and (b) the Available Amount. The Offshore Currency Sublimit is a
part of, and not in addition to, the Revolving Loan Commitments.




     (e) Section 1.01 of the Credit Agreement is hereby further amended to
restate the definition of “Offshore Currency Swing Line Loan Sublimit” in its
entirety to read as follows:




     “Offshore Currency Swing Line Loan Sublimit” means the amount not at
any time to exceed the lesser of (a) $15,000,000 and (b) the Available Amount, 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 each month. The Offshore



- 2 -









 







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




     (f) Section 1.01 of the Credit Agreement is hereby further amended to
restate the definition of “US Swing Line Loan Sublimit” in its entirety to read as
follows:




     “US Swing Line Loan Sublimit” means an amount equal to (a) the lesser
of (i) $25,000,000 and (ii) the Available Amount 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.




     (g) Section 2.01 (a) of the Credit Agreement is hereby amended to restate
the first sentence of such Section in its entirety to read as follows:




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 Available Amount, and (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.




     (h) Section 2.01 (b) of the Credit Agreement is hereby amended to restate the
first sentence of subsection (i) of such Section in its entirety to read as follows:




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 Available Amount, (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.




     (i) Section 2.03(a) of the Credit Agreement is hereby amended to restate the
last sentence of such Section in its entirety to read as follows:



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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
Available Amount 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.




     (j) Section 2.04(a) of the Credit Agreement is hereby amended to restate the
first sentence of subsection (i) of such Section in its entirety to read as follows:




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 Available Amount, (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.




     (k) Section 2.04(c) of the Credit Agreement is hereby amended to restate the
fourth sentence of subsection (i) of such Section in its entirety to read as follows:




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 Available Amount.




     (1) Section 2.06(a) of the Credit Agreement is hereby amended to restate the
first sentence of such Section in its entirety to read as follows:




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



- 4 -









 






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 Available Amount, (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).




     (m) Section 2.06(c) of the Credit Agreement is hereby amended to restate the
third sentence of subsection (i) of such Section in its entirety to read as follows:




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
Available Amount and the Offshore Currency Sublimit, as applicable, and the
conditions set forth in Section 4.02.




     (n) Section 2.08(b) of the Credit Agreement is hereby amended to restate such
Section in its entirety to read as follows:




     (b) If for any reason, the Dollar Equivalent of the aggregate Outstanding
Revolving Credit Obligations exceed the Available Amount 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.




     (o) Section 7.01 of the Credit Agreement is hereby amended to add a proviso to
the end of such Section, to read as follows:




provided, further, however, that, notwithstanding the
Permitted Liens otherwise allowed pursuant to this Section 7.01, during the period
from September 30, 2005



- 5 -









 






through and including December 29, 2005 US Borrower shall not, nor shall it
permit any Restricted Subsidiary to, directly or indirectly create, incur or assume
(X) additional Liens under subsection (i) or (Y) additional Liens under
subsection (q) hereof securing obligations in excess of $1,000,000.




     (p) Section 7.03 of the Credit Agreement is hereby amended to restate subsection
(e) of such Section in its entirety to read as follows:




     (e) Receivables Facility Attributed Indebtedness in an aggregate amount not
to exceed $75,000,000 at any time; provided, however, that during
the period from September 30, 2005 through and including December 29, 2005,
Receivables Facility Attributed Indebtedness may not exceed $0 at any time;




     (q) Section 7.14 of the Credit Agreement is hereby amended to restate subsection
(a) of such Section in its entirety to read as follows:




     (a) Leverage Ratio. Without limiting the provisions of Section
7.14(c), permit the Leverage Ratio at any time to be greater than (i) from the
Effective Date through and including September 30, 2004, 3.50 to 1.00; (ii) from
October 1, 2004 through and including June 29 2005, 3.75 to 1.00; (iii) from June
30, 2005 through and including September 29, 2005, 3.50 to 1.00; (iv) from October
1, 2005 through and including March 30, 2006, 3.50 to 1.00; and (v) from March 31,
2006 and continuing thereafter, 3.25 to 1.00.




     (r) Section 7.14 of the Credit Agreement is hereby amended to add a new
subsection (c) to such Section to read as follows:




     (c) Specified Date Leverage Ratio. Without limiting the provisions of
Section 7.14(a), permit the Leverage Ratio to be greater than 4.25 to 1.00
on September 30, 2005.



     3. Waiver. Effective as of the date hereof and for a period from the date hereof
through and including December 29, 2005 (the “Waiver Period”), the Administrative Agent
and the undersigned Lenders hereby waive compliance with the provisions of Section 7.14(a) of the
Credit Agreement, as amended by this Amendment Agreement (the “Section 7.14(a) Leverage
Ratio”), at all times during the Waiver Period. Upon the expiration of the Waiver Period, any
Event of Default that would have occurred during the Waiver Period for a failure to comply with
the Section 7.14(a) Leverage Ratio but for the waiver set forth in this Section 3 shall be
deemed to be no longer subject to an effective waiver to the same extent as if the waiver
requested herein had never been in effect; provided, that the Borrowers shall not pay
interest at the Default Rate pursuant to Section 2.09(b) of the Credit Agreement for any Event of
Default declared upon the expiration of the Waiver Period for failure to comply with the Section
7.14(a) Leverage Ratio during the Waiver Period. The waiver set forth in this Section 3 is
limited to the extent specifically set forth above and shall in no way serve to waive compliance
with Section 7.14(a) of the Credit Agreement for any period other than the Waiver Period or as at
any other date or to



- 6 -









 




waive any other terms, covenants or provisions of the Credit Agreement or any other Loan
Document, or any obligations of any Borrower, other than as expressly set forth above.




     4. Consent of the Guarantors. Each Guarantor hereby consents, acknowledges and
agrees to the amendments set forth herein and hereby confirms, reaffirms and ratifies in all
respects the Guaranties to which such Guarantor is a party (including without limitation the
continuation of such Guarantor’s payment and performance obligations thereunder upon and
after the effectiveness of this Amendment Agreement and the amendments contemplated hereby)
and the enforceability of such Guaranty against such Guarantor in accordance with its terms.



     5. Full Force and Effect of Agreement. Except as hereby specifically amended,
modified or supplemented, each Borrower hereby acknowledges and agrees that the Credit
Agreement and all of the other Loan Documents are hereby confirmed and ratified in all
respects
and shall remain in full force and effect according to their respective terms.



     6. Representations and Warranties. The US Borrower hereby certifies that after
giving effect to this Amendment Agreement:




     (a) The representations and warranties of the US Borrower contained in
Article V of the Credit Agreement, or which are contained in any document furnished at
any time under or in connection with the Credit Agreement, that are qualified by
materiality are true and correct on and as of the date hereof, and each of the
representations and warranties of the US Borrower contained in Article V of the Credit
Agreement, or which are contained in any document furnished at any time under or in
connection with the Credit Agreement, that are not qualified by materiality are true
and
correct in all material respects on and as of the date hereof, 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;




     (b) The Persons appearing as Guarantors on the signature pages to this
Amendment Agreement constitute all Persons who are required to be Guarantors
pursuant to the terms of the Credit Agreement and the other Loan Documents, including
without limitation all Persons who became Subsidiaries or were otherwise required to
become Guarantors after the Effective Date, and each of such Persons has become and
remains a party to a Guaranty as a Guarantor;




     (c) This Amendment Agreement has been duly authorized, executed and
delivered by each Borrower and each Guarantor party hereto and constitutes a legal,
valid
and binding obligation of such parties, except as may be limited by general principles
of
equity or by the effect of any applicable bankruptcy, insolvency, reorganization,
moratorium or similar law affecting creditors’ rights generally; and




     (d) After giving effect to this Amendment Agreement, no Default or Event of
Default exists.



     7. Conditions to Effectiveness. This Amendment Agreement shall not be effective
until the Administrative Agent has received to its reasonable satisfaction each of the
following:



- 7 -









 






     (a) four (4) counterparts of this Amendment Agreement executed by the
Borrowers, the Administrative Agent and the Required Lenders;




     (b) payment of (i) all reasonable out of pocket fees and expenses of counsel to
the Administrative Agent incurred in connection with the execution and delivery of
this
Amendment Agreement to the extent invoiced prior to the date hereof; (ii) an upfront
fee
to each Lender executing this Amendment Agreement by 5:00 p.m. (New York, New
York time) on September 28, 2005, such upfront fee for each such Lender’s own account
in an amount as shall have been separately agreed upon in writing; and (iii) all other
fees
agreed to be paid;




     (c) an executed copy of an amendment to the guaranty agreement by Libbey
Inc. relating to the US Borrower’s note purchase agreement, dated as of March 31, 2003
and entered into with institutional investors covering the issuance of the US
Borrower’s
senior notes maturing on March 31, 2008, March 31, 2010 and March 31, 2013, in form
and substance satisfactory to the Administrative Agent; and




     (d) such other documents, instruments and certificates as reasonably requested
by the Agent.



     Upon the satisfaction of the conditions set forth in this Section 7, this Amendment
Agreement shall be effective as of the date hereof.



     8. Counterparts. This Amendment 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.



     9. Governing Law. This Amendment Agreement shall in all respects be governed
by, and construed in accordance with, the laws of the State of New York.



     10. Enforceability. Should any one or more of the provisions of this Amendment
Agreement be determined to be illegal or unenforceable as to one or more of the parties
hereto,
all other provisions nevertheless shall remain effective and binding on the parties hereto.



     11. No Novation. This Amendment Agreement is given as an amendment and
modification of, and not as a payment of, the Obligations of each Borrower under the Credit
Agreement and is not intended to constitute a novation of the Credit Agreement. All of the
indebtedness, liabilities and obligations owing by each Borrower under the Credit Agreement
shall continue.



     12. Successors and Assigns. This Amendment Agreement shall be binding upon and
inure to the benefit of each of the Borrowers, the Lenders and the Administrative Agent and
their
respective successors, assigns and legal representatives; provided, however,
that the Borrowers,
without the prior consent of the Administrative Agent, may not assign any rights, powers,
duties
or obligations hereunder.



     13. Expenses. Without limiting the provisions of Section 10.04 of the Credit
Agreement, the Borrowers agree to pay all reasonable out of pocket costs and expenses



- 8 -









 




(including without limitation reasonable legal fees and expenses) incurred before or after the
date hereof by the Administrative Agent and its Affiliates in connection with the preparation,
negotiation, execution, delivery and administration of this Amendment Agreement.




[Signature pages follow.]




- 9 -









 








     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2
and Waiver to Credit Agreement to be duly executed by their duly authorized officers, all
as of the day and year first above written.



	 	 	 	 	 
	 	 	BORROWERS:
	 
	 	 	 	 
	 	 	LIBBEY GLASS INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kenneth A. Boerger
	 

	 	 	 	 
	 

	 	Name:
	 	Kenneth A. Boerger
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President and Treasurer
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	LIBBEY EUROPE B.V.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ PJ Buch
	 

	 	 	 	 
	 

	 	Name:
	 	PJ. Buch
	 

	 	 	 	 
	 

	 	Title:
	 	Managing Director
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kenneth G. Wilkes
	 

	 	 	 	 
	 

	 	Name:
	 	Kenneth G. Wilkes
	 

	 	 	 	 
	 

	 	Title:
	 	Director
	 

	 	 	 	 
	 
	 	 	 	 





Signature Page




 









 








	 	 	 	 	 
	 	 	GUARANTORS:
	 
	 	 	 	 
	 	 	LIBBEY GLASS INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kenneth A. Boerger
	 

	 	 	 	 
	 

	 	Name:
	 	Kenneth A. Boerger
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President and Treasurer
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	LIBBEY INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kenneth A. Boerger
	 

	 	 	 	 
	 

	 	Name:
	 	Kenneth A. Boerger
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President and Treasurer
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	THE DRUMMOND GLASS COMPANY
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kenneth A. Boerger
	 

	 	 	 	 
	 

	 	Name:
	 	Kenneth A. Boerger
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	SYRACUSE CHINA COMPANY
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kenneth A. Boerger
	 

	 	 	 	 
	 

	 	Name:
	 	Kenneth A. Boerger
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	WORLD TABLEWARE INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kenneth A. Boerger
	 

	 	 	 	 
	 

	 	Name:
	 	Kenneth A. Boerger
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 





Signature Page




 









 








	 	 	 	 	 
	 	 	LGA3 CORP.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kenneth A. Boerger
	 

	 	 	 	 
	 

	 	Name:
	 	Kenneth A. Boerger
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	LGA4 CORP.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kenneth A. Boerger
	 

	 	 	 	 
	 

	 	Name:
	 	Kenneth A. Boerger
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	LGFS INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kenneth A. Boerger
	 

	 	 	 	 
	 

	 	Name:
	 	Kenneth A. Boerger
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	LGAC LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kenneth A. Boerger
	 

	 	 	 	 
	 

	 	Name:
	 	Kenneth A. Boerger
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	TRAEX COMPANY
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kenneth A. Boerger
	 

	 	 	 	 
	 

	 	Name:
	 	Kenneth A. Boerger
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	LGC CORP.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kenneth A. Boerger
	 

	 	 	 	 
	 

	 	Name:
	 	Kenneth A. Boerger
	 

	 	Title:
	 	Vice President






Signature Page




 









 








	 	 	 	 	 
	 	 	ADMINISTRATIVE AGENT:
	 
	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as Administrative Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Anthea Del Bianco
	 

	 	 	 	 
	 

	 	Name:
	 	Anthea Del Bianco
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 





Signature Page




 









 








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

	 	By:
	 	/s/ Thomas R. Durham
	 

	 	 	 	 
	 

	 	Name:
	 	Thomas R. Durham
	 

	 	 	 	 
	 

	 	Title:
	 	Senior Vice President
	 

	 	 	 	 





Libbey Glass, Inc. and Libbey Europe BV

Amendment No. 2 — Signature Page C742551




 









 








	 	 	 	 	 
	 	 	THE BANK OF NEW YORK, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kevin Higgins
	 

	 	 	 	 
	 

	 	Name:
	 	Kevin Higgins
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 





Signature Page




 









 








	 	 	 	 	 
	 	 	THE BANK OF TOKYO-MITSUBISHI, LTD.,

CHICAGO BRANCH, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Tsuguyuki Umene
	 

	 	 	 	 
	 

	 	Name:
	 	Tsuguyuki Umene
	 

	 	Title:
	 	Deputy General Manager






Libbey Glass, Inc. and Libbey Europe BV

Amendment No. 2 — Signature Page




 









 








	 	 	 	 	 
	 	 	PNC BANK NATIONAL ASSOCIATION, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Joseph G. Moran
	 

	 	 	 	 
	 

	 	Name:
	 	Joseph G. Moran
	 

	 	Title:
	 	Managing Director
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





Libbey Glass, Inc. and Libbey Europe BV

Amendment No. 2 — Signature Page




 









 








	 	 	 	 	 
	 	 	THE BANK OF NOVA SCOTIA, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Vicki Gibson
	 

	 	 	 	 
	 

	 	Name:
	 	Vicki Gibson
	 

	 	Title:
	 	Assistant Agent






Libbey Glass, Inc. and Libbey Europe BV

Amendment No. 2 — Signature Page




 









 








	 	 	 	 	 
	 	 	CITIZENS BANK OF PENNSYLVANIA, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Debra L. McAllons
	 

	 	 	 	 
	 

	 	Name:
	 	Debra L. McAllons
	 

	 	 	 	 
	 

	 	Title:
	 	Senior Vice President
	 

	 	 	 	 





Signature Page




 









 








	 	 	 	 	 
	 	 	CREDIT INDUSTRIEL ET COMMERCIAL, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Eric Dulot
	 

	 	 	 	 
	 

	 	Name:
	 	Eric Dulot
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Albert M. Calo
	 

	 	 	 	 
	 

	 	Name:
	 	Albert M. Calo
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 





Libbey Glass, Inc. and Libbey Europe BV

Amendment No. 2 — Signature Page




 









 








	 	 	 	 	 
	 	 	CALYON NEW YORK BRANCH, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ LEE E. GREVE
	 

	 	 	 	 
	 

	 	Name:
	 	LEE E. GREVE
	 

	 	 	 	 
	 

	 	Title:
	 	MANAGING DIRECTOR DEPUTY MANAGER
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Joseph A. Philbin
	 

	 	 	 	 
	 

	 	Name:
	 	Joseph A. Philbin
	 

	 	 	 	 
	 

	 	Title:
	 	DIRECTOR
	 

	 	 	 	 





Libbey Glass, Inc. and Libbey Europe BV

Amendment No. 2 — Signature Page




 









 








	 	 	 	 	 
	 	 	FIFTH THIRD BANK, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael R Miller
	 

	 	 	 	 
	 

	 	Name:
	 	Michael R Miller
	 

	 	 	 	 
	 

	 	Title:
	 	Executive Vice President
	 

	 	 	 	 





Libbey Glass, Inc. and Libbey Europe BV

Amendment No. 2 — Signature Page




 









 








	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Steven P. Sullivan
	 

	 	 	 	 
	 

	 	Name:
	 	Steven P. Sullivan
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 





Libbey Glass, Inc. and Libbey Europe BV

Amendment No. 2 — Signature Page




 









 








	 	 	 	 	 
	 	 	NATIONAL CITY BANK, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Thomas E. Redmond
	 

	 	 	 	 
	 

	 	Name
	 	Thomas E. Redmond
	 

	 	Title:
	 	Senior Vice President






Signature Page




 









 








	 	 	 	 	 
	 	 	THE NORTHERN TRUST COMPANY, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Preeti Jain
	 

	 	 	 	 
	 

	 	Name
	 	Preeti Jain
	 

	 	Title:
	 	Vice President






Libbey Glass, Inc. and Libbey Europe BV

Amendment No. 2 — Signature Page




 









 








	 	 	 	 	 
	 	 	LASALLE BANK MIDWEST NATIONAL ASSOCIATION, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Ronald R. Valentine
	 

	 	 	 	 
	 

	 	Name
	 	Ronald R. Valentine
	 

	 	 	 	 
	 

	 	Title:
	 	FVP
	 

	 	 	 	 





Libbey Glass, Inc. and Libbey Europe BV

Amendment No. 2 — Signature Page




 









 








	 	 	 	 	 
	 	 	BANK LEUMI USA, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Joung Hee Hong
	 

	 	 	 	 
	 

	 	Name
	 	Joung Hee Hong
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 





Libbey Glass, Inc. and Libbey Europe BV

Amendment No. 2 — Signature Page