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EXHIBIT 10.1
SECOND AMENDMENT TO AMENDED AND RESTATED DISTRIBUTION AGREEMENT
This Second Amendment ("Amendment") to Amended and Restated
Distribution
Agreement is made this 2nd day of April, 2006 among Vitro, S.A. de
C.V.
(formerly Vitro, S.A.), a sociedad anonima de capital variable
organized under
the laws of the United Mexican States ("Vitro"); Crisa Texas Ltd
DBA Crisa Ltd.,
a limited partnership organized under the laws of the state of
Texas ("Crisa
Ltd."), as successor to Crisa Corporation, a corporation organized
under the
laws of Texas; Vitrocrisa Comercial, S. de R.L.. de C.V., as
successor to
Vitrocrisa, S. de R.L. de C.V. (formerly Vitrocrisa, S.A. de C.V.),
a sociedad
de responsabilidad limitada de capital variable ("Vitrocrisa
Comercial" and,
together with Vitro and Crisa Ltd., the "Vitro Parties"); Libbey
Inc., a
corporation organized under the laws of the State of Delaware
("Libbey"); and
Libbey Glass Inc., a corporation organized under the laws of the
State of
Delaware ("Libbey Glass" and, together with Libbey, the "Libbey
Parties").
PRELIMINARY STATEMENTS
A.
Vitro, Crisa Ltd., Vitrocrisa Comercial, Libbey and Libbey Glass
are
parties to a certain Amended and Restated Distribution Agreement
dated to be
effective August 29, 1997, as amended pursuant to First Amendment
to the Amended
and Restated Distribution Agreement dated May 1st, 2003 (as so
amended, the
"Distribution Agreement") pursuant to which the Libbey Parties
agreed to
distribute, in the United States and Canada, products manufactured
by Vitrocrisa
Comercial. Capitalized terms used but not otherwise defined in this
Amendment
shall have the respective meanings given them in the Distribution
Agreement.
B.
In order to increase the competitiveness of the products sold
by
Vitrocrisa Comercial into the United States, the parties hereto
agree to amend
the Distribution Agreement to provide that profit sharing will not
be
distributed by Libbey to Crisa Ltd. in accordance with and subject
to the terms
hereof.
NOW,
THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto
agree as
follows:
1.
The Vitro Parties and the Libbey Parties agree that the Libbey
Parties
shall not be obligated to pay Crisa Ltd. any profit sharing
payments pursuant to
Section 5.3 and Schedule 3 of the Distribution Agreement ("Profit
Sharing") with
respect to products of Vitrocrisa Comercial shipped and invoiced by
the Libbey
Parties on or after February 1st, 2006, unless and until the
aggregate amount of
Profit Sharing that the Libbey Parties would have been obligated to
pay to Crisa
Ltd. but for this Section 1 exceeds US $3,000,000.00 (Three Million
Dollars).
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2.
Notwithstanding anything in Section 1 above to the contrary, the
Libbey
