THIS WAIVER AGREEMENT (this “
Agreement ”), dated as of September 30, 2005,
makes reference to (i) the Credit Agreement dated as of
April 2, 2004 (as amended, the “ Credit Agreement
”) 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, 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,
various financial institutions and BANK OF MONTREAL, as
administrative agent; and (ii) the 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 waiver as specifically set forth
herein.
NOW, THEREFORE, in consideration of
the foregoing and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. Waiver . Upon
satisfaction of the conditions precedent set forth in
Section 3 below, each of the parties hereto waives any
Event of Default and any rights to take action, in each case,
arising from the failure of the Guarantors to maintain a
Consolidated Leverage Ratio (as defined in Note Purchase Guaranty
Agreement) of less than or equal to 3.75 to 1.0 at any time from
September 30, 2005 through (but not including)
December 31, 2005; provided that the Consolidated
Leverage Ratio (as defined in Note Purchase Guaranty Agreement) of
the Guarantors shall not exceed 4.25 to 1.0 as of
September 30, 2005.
2. Limited Waiver .
Except as set forth in Section 1 above, the execution
of this Agreement and acceptance of any other documents related
hereto shall not be deemed to be
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