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Exhibit 10.73
[EXECUTION VERSION]
WAIVER
AGREEMENT
THIS WAIVER AGREEMENT (this "Agreement"),
dated as of December 22, 2005,
makes reference to (i) that certain Credit Agreement dated as of April 2, 2004,
among VITROCRISA COMERCIAL, S. de R.L. de C.V., a corporation (sociedad de
responsabilidad limitada de capital variable) organized and existing under the
laws of the United Mexican States ("Comercial"), VITROCRISA, S. de
R.L. de C.V.,
a corporation (sociedad de responsabilidad limitada de capital variable)
organized and existing under the laws of the United Mexican States
("Vitrocrisa"), various financial institutions and BANK OF MONTREAL,
as
administrative agent ("Administrative Agent"), as amended by that
certain First
Amendment to Credit Agreement dated as of June 30, 2005 (as amended, restated,
supplemented or otherwise modified from time to time, the "Credit
Agreement");
and (ii) that certain Libbey and Libbey Glass Guaranty dated as of April 2,
2004
(the "Libbey Guaranty") executed by each of LIBBEY INC., a Delaware
corporation
("Libbey"), and LIBBEY GLASS INC., a Delaware corporation
("Libbey Glass")
(each, a "Guarantor" and together, the "Guarantors").
Unless otherwise defined
herein, terms used in this Agreement that are defined in the Credit Agreement
or
the Libbey Guaranty shall have the same meanings herein as in the Credit
Agreement or the Libbey Guaranty, as applicable.
WHEREAS, pursuant to the Libbey
Guaranty, the Guarantors have guaranteed
certain of the Obligations of Vitrocrisa and/or Comercial to each of the
Tranche
B Lenders and the Administrative Agent; and
WHEREAS, the Guarantors have requested a
waiver by the Tranche B Lenders
and the Administrative Agent of the requirements of Section 4.4(b) of the
Libbey
Guaranty; and
WHEREAS, the parties hereto are
willing to provide such a waiver as
specifically set forth herein.
NOW, THEREFORE, in consideration of
the foregoing and for oth






