Exhibit 10.2



 




EXHIBIT 10.2




 

 








      



      



      



Libbey Inc.




Waiver and Second Amendment to Parent Guaranty Agreement




Dated as of September 30, 2005




	 	 	 	 	 
	Re:

	 	Parent Guaranty Agreement dated as of March 31, 2003,
	 	 
	 

	 	Note Purchase Agreement dated as of March 31, 2003	 	 
	 

	 	and	 	 
	 

	 	$25,000,000 3.69% Senior Notes, Series 2003A-1, due March 31, 2008	 	 
	 

	 	$55,000,000 5.08% Senior Notes, Series 2003A-2, due March 31, 2013	 	 
	 

	 	$20,000,000 Floating Rate Senior Notes, Series 2003B, due March 31, 2010	 	 






      



      



      



 

 






 









 





Libbey Inc.




Waiver and Second Amendment to Parent Guaranty Agreement




Dated as of September 30, 2005




	 	 	 	 	 
	Re:

	 	Parent Guaranty Agreement dated as of March 31, 2003,
	 	 
	 

	 	Note Purchase Agreement dated as of March 31, 2003	 	 
	 

	 	and	 	 
	 

	 	$25,000,000 3.69% Senior Notes, Series 2003A-1, due March 31, 2008	 	 
	 

	 	$55,000,000 5.08% Senior Notes, Series 2003A-2, due March 31, 2013	 	 
	 

	 	$20,000,000 Floating Rate Senior Notes, Series 2003B, due March 31, 2010	 	 






To the
institutional investors (the “Noteholders”)

Named in Schedule I attached hereto




Ladies and Gentlemen:




     Reference is made to the Parent Guaranty Agreement dated as of March 31, 2003, as amended to
date (the “Guaranty Agreement”) between Libbey Inc., a Delaware corporation (the “Guarantor”), and
each of the institutional investors party thereto, pursuant to which the Guarantor has guaranteed
the obligations of Libbey Glass Inc., a Delaware corporation (the “Company”), under the Note
Purchase Agreement dated as of March 31, 2003 (the “Note Purchase Agreement”) between the Company
and the institutional investors party thereto, under and pursuant to which the Company originally
issued and sold its 3.69% Senior Notes, Series 2003A-1, due March 31, 2008 in an aggregate
principal amount of $25,000,000 (the “Series A-1 Notes”), 5.08% Senior Notes, Series 2003A-2, due
March 31, 2013 in an aggregate principal amount of $55,000,000
(the “Series A-2 Notes”), and
Floating Rate Senior Notes, Series 2003B, due March 31, 2010 in an aggregate principal amount of
$20,000,000 (the “Series 2003B Notes,” and together with the Series A-1 Notes and the Series A-2
Notes, the “Notes”). Terms used but not otherwise defined herein shall have the same meaning as
ascribed to such terms in the Guaranty Agreement.



     The Guarantor hereby agrees with you in this Waiver and Second Amendment to Parent Guaranty
Agreement (this or the “Second Amendment”) as follows:



Article1.




Waiver .




     Section 1.1. Waiver of Section 5.1(a) (Limitation on Debt). Compliance by the Guarantor
with Section 5.1(a) of the Guaranty Agreement is hereby waived for the period



 









 







beginning September 30, 2005 and ending December 31, 2005, provided that (i) the Consolidated
Leverage Ratio for the period ending September 30, 2005 shall not exceed 4.25 to 1.00, and (ii)
the Guarantor and its Restricted Subsidiaries shall not incur any Debt during such period from the
date of this Second Amendment through December 31, 2005, other than (A) Debt incurred under the
Bank Credit Agreement not to exceed at any time $195,000,000 in an aggregate principal amount
outstanding, (B) Debt incurred pursuant to a Euro working capital facility not to exceed at any
time 10,000,000 Euros in an aggregate principal amount outstanding, (C) Debt incurred pursuant to
a working capital facility not to exceed at any time $10,000,000 in an aggregate principal amount
outstanding, (D) a Guaranty of Debt of Libbey Glassware (China) Co., Ltd. relating to a
construction facility not to exceed at any time $30,000,000 (or the equivalent amount in foreign
currency) in an aggregate principal amount outstanding and (E) other Debt not to exceed at any
time $1,000,000 in an aggregate amount outstanding.



     Section 1.2. Limited Waiver; Reservation of Rights. The Guarantor acknowledges and agrees
that the waiver granted in Section 1.1 is valid only for the specific purpose for which it is
being given and shall not in any way obligate any Noteholder to agree to any additional waivers of
the provisions of the Guaranty Agreement or the Note Purchase Agreement, and shall not constitute
or operate as a waiver of any Noteholder’s rights under the Note Purchase Agreement to exercise
remedies resulting from any Default or Event of Default which may now exist or which may occur in
the future.



     Section 1.3. Amendment to Section 5.3 of Guaranty Agreement. Section 5.3 of the Guaranty
Agreement shall be amended by adding the following proviso at the end of subparagraph (m) thereof:




   “provided, further, that (i) no Liens shall be created,
incurred or assumed under this Section 5.3(m) if, at such time or
after giving effect thereto, any Default or Event of Default shall
have occurred and be continuing, and (ii) from the date of
September___, 2005 through December 31, 2005, the Guarantor will not
and will not permit any of its Restricted Subsidiaries to create,
incur or assume any Liens under this subsection (m) securing Debt in
excess of $1,000,000”.



     Section 1.4. Amendment to Section 5 of Guaranty Agreement. Section 5 of the Guaranty
Agreement shall be the addition of a new Section 5.8 that shall read as follows:




        Section 5.8. Notes and Guaranty Agreement to Rank Pari Passu.
The Notes and all other obligations under the Note Purchase
Agreement and this Guaranty Agreement are and at all times shall
remain direct and unsecured obligations of the Company and the
Guarantor, respectively, ranking pari passu with all Debt
outstanding under the Bank Credit Agreement and all other present
and future unsecured Debt (actual or contingent) of the Company and
the Guarantor which is not expressed to be



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subordinate or junior in rank to any other unsecured Debt of the Company or
the Guarantor.



Article2.




Representations and Warranties.




     The Guarantor represents and warrants that as of the date hereof and after giving effect hereto:




     (a) The execution and delivery of the Waiver by the Guarantor and
compliance by the Guarantor with all of the provisions of the Guaranty Agreement as
amended by this Second Amendment —




     (i) are within the corporate power and authority of the Guarantor; and




     (ii) will not violate any provisions of any law or any order of any court or
governmental authority or agency and will not conflict with or result in any breach
of any of the terms, conditions or provisions of, or constitute a default under the
certificate of incorporation or by-laws of the Guarantor, or any indenture or other
agreement or instrument to which the Guarantor is party or by which the Guarantor
may be bound or result in the imposition of any Liens or encumbrances on any
property of the Guarantor.




     (b) The execution and delivery of the Waiver has been duly authorized by all
necessary corporate action on the part of the Guarantor; and the Waiver has been duly
executed and delivered by the Guarantor, and the Guaranty Agreement, constitutes the
legal, valid and binding obligation, contract and agreement of the Guarantor
enforceable
in accordance with its terms, subject to bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance and similar laws affecting creditors’ rights
generally,
and general principles of equity (regardless of whether the application of such
principles
is considered in a proceeding in equity or at law).




     (c) Upon the effectiveness of this Second Amendment and that certain
Amendment No. 2 and Waiver to Credit Agreement, dated as of September 30, 2005 (the
“Credit Agreement Waiver”), in respect of the Credit Agreement dated as of June 24,
2004 (as amended, modified or waived as of the date hereof, the “Bank Credit
Agreement”) by and among the Company, Libbey Europe B.V. and the banks and
financial institutions named therein, no Default or Event of Default exists or shall be
continuing under the Guaranty Agreement or the Note Purchase Agreement.




     (d) Neither the Guarantor nor any Subsidiary has paid any fee or other
consideration or remuneration to any Lender (as defined in the Bank Credit Agreement),
in its capacity as such, or to any Noteholder, in its capacity as such, in connection with
the execution and delivery of the Credit Agreement Waiver or this Second Amendment
except (i) a Waiver fee equal to .05% of the commitment amount of each Lender party to



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the Credit Agreement Waiver, (ii) the fee referenced in Section 3.4 of this Second
Amendment, and (iii) routine fees of counsel.



Article 3.




Miscellaneous.




     Section 3.1. References to Guaranty Agreement. References in the Guaranty Agreement or the
Note Purchase Agreement or in any Note, certificate, instrument or other document delivered in
connection with or in respect of the Guaranty Agreement or the Note Purchase Agreement shall be
deemed to be references to the Guaranty Agreement as heretofore amended without making specific
reference to this Second Amendment.



     Section 3.2. Effect of Waiver; Reaffirmation of Guaranty Agreement. Except as expressly set
forth herein, the Guarantor agrees that the Guaranty Agreement and all other documents and
agreements executed by the Guarantor in connection with the Guaranty Agreement in favor of the
Noteholders are ratified and confirmed in all respects and continue unimpaired and shall remain in
full force and effect.



     Section 3.3. Successors and Assigns. This Waiver shall be binding upon the Guarantor and its
successors and assigns and shall inure to the benefit of the Noteholders and to the benefit of the
Noteholders’ successors and assigns, including each successive holder or holders of any Notes.



     Section 3.4. Requisite Approval; Expenses. This Waiver shall be effective as of the date first
written above upon the satisfaction of the following conditions precedent: (a) the Guarantor and
the Required Holders shall have executed this Second Amendment, (b) the Company shall have executed
and delivered the Acknowledgment and Consent in respect of the Note Purchase Agreement and this
Second Amendment in the form attached hereto as Exhibit A, (c) each of the Subsidiary Guarantors
shall have executed and delivered the Acknowledgment and Consent in respect of the Subsidiary
Guaranty Agreement and this Second Amendment in the form attached hereto as Exhibit B, (d) a copy
of the executed Credit Agreement Waiver shall have been delivered to the Noteholders, (e) the
Guarantor and the Company shall have paid a fee to each Noteholder in an amount equal to 0.05% of
the principal amount of the Notes held by such Noteholder, and (f) the Guarantor and the Company
shall have paid all reasonable fees and disbursements of Chapman and Cutler LLP which are reflected
in statements of such counsel rendered on or prior to the date of this Second Amendment.



     Section 3.5. Counterparts. This Waiver to Guaranty Agreement may be executed in any number of
counterparts, each executed counterpart constituting an original but all together only one
agreement.



     Section 3.6. Governing Law. This Waiver shall be construed and enforced in accordance with,
and the rights of the parties shall be governed by, the law of the State of New York excluding
choice-of-law principles of the law of such State that would require the application of the laws of
a jurisdiction other than such State.



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Remainder of Page Intentionally Left Blank




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     In Witness Whereof, the Guarantor has executed this Waiver and Second Amendment to
Parent Guaranty Agreement as of the day and year first above written.



	 	 	 	 	 
	 	Libbey Inc.

	 
	 	By:  	/s/ Kenneth A. Boerger	 
	 	 	Kenneth A. Boerger	 
	 	 	Its: VP and Treasurer 	 
	 	 	 	 
	 



 









 





     This Waiver and Second Amendment to Parent Guaranty is accepted and agreed to
as of the day and year first above written.



	 	 	 	 	 
	 	Metropolitan Life Insurance Company

 	 
	 	By:  	/s/ Judith A. Gulotta
 	 
	 	 	Name:  	Judith A. Gulotta 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	 	General American Life Insurance Company
	 
	 	 	 	 
	 

	 	By:
	 	Metropolitan Life Insurance Company, as

Investment Manager






	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Judith A. Gulotta	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Judith A. Gulotta	 	 
	 

	 	 	 	Title:
	 	Director	 	 






 









 






	 	 	 	 	 
	 	 	The Variable Annuity Life Insurance
	 	 	   Company
	 	 	AIG Life Insurance Company
	 	 	 SunAmerica Life Insurance Company
	 

	 	 	 	 
	 

	 	By:
	 	AIG Global Investment Corp., investment
	 

	 	 	 	adviser






	 	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ Gerald F. Herman	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Gerald F. Herman	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 






      



      



      




 









 








	 	 	 	 	 
	 	Banc of America Securities LLC 

 	 
	 	By:  	/s/ John J. DeCoursey
 	 
	 	 	Name:  	John J. DeCoursey 	 
	 	 	Title:  	Principal 	 
	 




      



      



      




 









 





	 	 	 	 	 
	 	

Monumental Life Insurance Company 

 	 
	 	By:  	/s/ Mary T. Pech
 	 
	 	 	Name:  	Mary T. Pech 	 
	 	 	Title:  	Vice President 	 
	 




      



      




 









 





	 	 	 	 	 
	 	 	Massachusetts Mutual LIfe Insurance
	 	 	   Company
	 
	 	 	 	 
	 

	 	By:
	 	Babson Capital Management LLC, as
	 

	 	 	 	Investment Adviser






	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Mark A. Ahmed	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Mark A. Ahmed	 	 
	 

	 	 	 	Title:
	 	Managing Director	 	 






	 	 	 	 	 
	 	 	C.M. Life Insurance Company
	 
	 	 	 	 
	 

	 	By:
	 	Babson Capital Management LLC, as
	 

	 	 	 	Investment Sub-Adviser






	 	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ Mark A. Ahmed	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Mark A. Ahmed	 	 
	 

	 	 	 	Title:
	 	Managing Director	 	 






	 	 	 	 	 
	 	 	MassMutual Asia Limited
	 
	 	 	 	 
	 

	 	By:
	 	Babson Capital Management LLC, as
	 

	 	 	 	Investment Adviser






	 	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ Mark A. Ahmed	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Mark A. Ahmed	 	 
	 

	 	 	 	Title:
	 	Managing Director	 	 






      



      




 









 





Noteholders




	 	 	 	 	 	 	 
	Names of Noteholders	 	Series of	 	Outstanding
	 	 	Notes	 	Principal Amount
	 
	 	 	 	 	 	 
	Metropolitan Life Insurance Company

	 	A-1
	 	$	25,000,000	 
	General American Life Insurance Company

	 	A-2
	 	$	4,000,000	 
	The Variable Annuity Life Insurance Company 

	 	A-2
	 	$	7,000,000	 
	AIG Life Insurance Company

	 	A-2
	 	$	6,000,000	 
	Hare & CO. (as Nominee for Banc of America

	 	A-2
	 	$	5,000,000	 
	Securities LLC)
	 	 	 	 	 	 
	 

	 	 	 	$	5,000,000	 
	 

	 	 	 	$	5,000,000	 
	Massachusetts Mutual Life Insurance Company

	 	A-2
	 	$	3,550,000	 
	 

	 	 	 	$	2,200,000	 
	 

	 	 	 	$	1,250,000	 
	 

	 	 	 	$	750,000	 
	 

	 	 	 	$	350,000	 
	C.M. Life Insurance Company

	 	A-2
	 	$	1,450,000	 
	MassMutual Asia Limited

	 	A-2
	 	$	450,000	 
	Nationwide Life Insurance Company

	 	A-2
	 	$	4,000,000	 
	Nationwide Life and Annuity Insurance Company

	 	A-2
	 	$	3,000,000	 
	Nationwide Mutual Fire Insurance Company

	 	A-2
	 	$	2,000,000	 
	The Canada Life Assurance Company

	 	A-2
	 	$	4,000,000	 
	SunAmerica Life Insurance Company

	 	B
	 	$	7,000,000	 
	Monumental Life Insurance Company

	 	B
	 	$	13,000,000	 
	 

	 	Total
	 	$	100,000,000	 






Schedule I

(to Second Amendment to Parent Guaranty Agreement)




 









 





Acknowledgment
and Consent




To the institutional investors named in

Schedule I to the Waiver (as hereinafter described)




     This Acknowledgment and Consent (this “Acknowledgment and Consent”), dated as of September 30,
2005, is being delivered by the undersigned, Libbey Glass Inc., a Delaware corporation (the
“Company”), in respect of that certain Note Purchase Agreement dated as of March 31, 2003 (the
“Note Purchase Agreement”) between the Company and the institutional investors party thereto and in
connection with the transactions contemplated by the Waiver and Second Amendment to Parent Guaranty
Agreement, effective as of even date herewith (the “Waiver”), between Libbey Inc., a Delaware
corporation (the “Guarantor”), and the institutional investors party thereto, in respect of the
original Parent Guaranty Agreement dated as of March 31, 2003 (as amended, modified or waived prior
to the date hereof, the “Guaranty Agreement”) between the Guarantor and the institutional investors
party thereto relating to the Note Purchase Agreement. Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to such terms in the Waiver.



     By executing this Acknowledgment and Consent as of the date hereof, the Company:




     (i) acknowledges receipt of a copy of, and hereby consents to the terms of, the
Waiver;




     (ii) ratifies and confirms the Note Purchase Agreement and the Notes thereunder;
and




     (iii) confirms that the Note Purchase Agreement and the Notes thereunder continue
unimpaired and in full force effect.



[Signature Pages for Acknowledgment and Consent Follow]




      



      



      



Exhibit A

(to First Amendment to Parent Guaranty Agreement)




 









 





     This Acknowledgment and Consent 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. Signatures to this Acknowledgment and Consent may be given by facsimile
or other electronic transmission, and such signatures shall be fully binding on the party
sending the same.



     In
Witness Whereof, the Company has caused this Acknowledgment and Consent
to be executed as of the day and year first above written.



	 	 	 	 	 
	 	Libbey Glass Inc.

	 
	 	By:  	/s/ Kenneth A. Boerger	 
	 	 	Kenneth A. Boerger	 
	 	 	Its: VP and Treasurer 	 
	 	 	 	 
	 



 









 





Acknowledgment
and Consent




To the institutional investors named in

Schedule I to the Waiver (as hereinafter described)




     This Acknowledgment and Consent (this “Acknowledgment and Consent”), dated as of September 30,
2005, is being delivered by each of the undersigned (each, a “Subsidiary Guarantor”), in respect of
that certain Subsidiary Guaranty dated as of March 31, 2003 (the “Subsidiary Guaranty”), given in
favor of the institutional investors referred to therein, and in connection with the transactions
contemplated by the Waiver and Second Amendment to Parent Guaranty Agreement, effective as of even
date herewith (the “Waiver”), between Libbey Inc., a
Delaware corporation (the “Guarantor”), and
the institutional investors party thereto, in respect of the original Parent Guaranty Agreement
dated as of March 31, 2003 (as amended, modified or waived prior to the date hereof, the “Guaranty
Agreement”) between the Guarantor and the institutional investors party thereto relating to the
original Note Purchase Agreement, dated as of March 31, 2003 between Libbey Glass Inc. and the
institutional investors party thereto. Capitalized terms used but not otherwise defined herein
shall have the meanings ascribed to such terms in the Waiver.



     By executing this Acknowledgment and Consent as of the date hereof, each Subsidiary
Guarantor:




     (i) acknowledges receipt of a copy of, and hereby consents to the terms of, the
Waiver;




     (ii) ratifies and confirms the Subsidiary Guaranty; and




     (iii) confirms that the Subsidiary Guaranty continues unimpaired and in full force
effect.



[Signature Pages for Acknowledgment and Consent Follow]




      



      



Exhibit B

(to Second Amendment to Parent Guaranty Agreement)




 









 





     This
Acknowledgment and Consent 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. Signatures to this Acknowledgment and Consent may be given by
facsimile or other electronic transmission, and such signatures shall be fully binding on
the party sending the same.



     In Witness Whereof, each Subsidiary Guarantor has caused this
Acknowledgment and Consent to be executed as of the day and year first above written.



	 	 	 	 	 
	 	The Drummond Glass Company

Syracuse China Company 

World Tableware Inc. 

LGA3 Corp.

LGA4 Corp.

LGFS Inc.

LGAC LLC

LGC Corp.

Traex Company

	 
	 	By:  	/s/ Kenneth A. Boerger	 
	 	 	Kenneth A. Boerger	 
	 	 	Its: Vice President 	 
	 	 	 	 
	 



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