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EXHIBIT 10.75
AMENDMENT NO. 1 AND WAIVER TO CREDIT AGREEMENT
THIS
AMENDMENT NO. 1 AND WAIVER TO CREDIT AGREEMENT (this "Amendment
Agreement") is made and entered into as of
December 21, 2004, 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.
W1TNESSETH:
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
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 have requested that certain terms of the Credit
Agreement be amended in the manner set
forth herein, and that certain covenants
under the Credit Agreement be waived, and
the Administrative Agent and the
Lenders, subject to the terms and
conditions contained herein, have agreed to
such amendment, 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 6, the Credit Agreement is hereby
amended, effective as of the date
hereof, as follows:
(a) THE DEFINITION OF "OFFSHORE CURRENCY SUBLIMIT" IN SECTION
1.01
OF THE
CREDIT AGREEMENT IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY
AS
FOLLOWS:
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"Offshore Currency Sublimit" means an amount equal to the
lesser of (a) the combined Revolving Loan Commitments and (b)
$125,000,000. The Offshore Currency Sublimit is a part of, and
not
in addition to, the Revolving Loan Commitments.
(b) THE FINANCIAL COVENANT IN SECTION 7.14(A) OF THE CREDIT
AGREEMENT
IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY AS FOLLOWS:
(a) Leverage Ratio. 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 March 30, 2006, 3.50 to 1.00; and (iv)
from
March 31, 2006 and continuing thereafter, 3.25 to 1.00.
3. Waiver.
Effective as of the date hereof, the Administrative Agent and
the Lenders hereby waive, solely in
connection with the Acquisition of
Crisal-Cristalaria Automatica, S.A., the
requirement pursuant to Section
7.02(i)(iii) of the Credit Agreement that
the US Borrower provide the
Administrative Agent and the Lenders with a
certificate at least five days prior
to the consummation of such Acquisition
evidencing that, after giving effect to
such Acquisition, the US Borrower is in
compliance with Section 7.14(a) and (b)
(as determined on a Pro Forma Basis as of
the last day of the preceding fiscal
quarter). This waiver shall be a one-time
waiver and shall in no way serve to
waive any obligations of the Borrowers
other than as expressly set forth above.
4. 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.
5.
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
containe
