EXHIBIT 10.1 AMENDMENT NO 2 AND WAIVER TO CREDIT AGREEMENT

Exhibit 10.1

AMENDMENT NO. 2 AND WAIVER TO CREDIT AGREEMENT

      THIS AMENDMENT NO. 2 AND WAIVER TO CREDIT AGREEMENT (this “ Amendment Agreement ”) is made and entered into as of September 30, 2005, 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.

WITNESSETH :

      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 amended by Amendment No. 1 and Waiver to Credit Agreement dated as of December 21, 2004 and 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 anticipate that the Borrowers will be in default of the financial covenant set forth in Section 7.14(a) of the Credit Agreement commencing as of September 30, 2005; and

      WHEREAS, the Borrowers have requested that certain terms of the Credit Agreement be amended in the manner set forth herein, and that the financial covenant default described above be waived effective as of the date hereof and for a period from the date hereof through and including December 29, 2005, and the Administrative Agent and the Lenders, subject to the terms and conditions contained herein, have agreed to such amendment and waiver, 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 7 , the Credit Agreement is hereby amended, effective as of the date hereof, as follows:

      (a) Section 1.01 of the Credit Agreement is hereby amended by adding the definition of “Available Amount”, in alphabetical order, to read as follows:

     “ Available Amount ” means,

     (a) through and including December 29, 2005, an amount equal to the lesser of (A) $195,000,000 and (B) the Aggregate Commitments; and

     (b) thereafter, the Aggregate Commitments.

      (b) Section 1.01 of the Credit Agreement is hereby further amended to restate the definition of “Letter of Credit Sublimit” in its entirety to read as follows:

     “ Letter of Credit Sublimit ” means an amount equal to the lesser of (a) $30,000,000 and (b) the Available Amount. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Loan Commitments.

      (c) Section 1.01 of the Credit Agreement is hereby further amended to restate the definition of “Negotiated Rate Loan Sublimit” in its entirety to read as follows:

     “ Negotiated Rate Loan Sublimit ” means an amount equal to the lesser of (a) $125,000,000 and (b) the Available Amount. The Negotiated Rate Loan Sublimit is part of, and not in addition to, the Revolving Loan Commitments.

      (d) Section 1.01 of the Credit Agreement is hereby further amended to restate the definition of “Offshore Currency Sublimit” in its entirety to read as follows:

     “ Offshore Currency Sublimit ” means an amount equal to the lesser of (a) $125,000,000 and (b) the Available Amount. The Offshore Currency Sublimit is a part of, and not in addition to, the Revolving Loan Commitments.

      (e) Section 1.01 of the Credit Agreement is hereby further amended to restate the definition of “Offshore Currency Swing Line Loan Sublimit” in its entirety to read as follows:

     “ Offshore Currency Swing Line Loan Sublimit ” means the amount not at any time to exceed the lesser of (a) $15,000,000 and (b) the Available Amount, as designated by the US Borrower (by written notice to the Swing Line Lender at the Applicable Swing Line Funding Office and to the Administrative Agent) from time to time, but not more frequently than once each month. The Offshore

Currency Swing Line Loan Sublimit is part of, and not in addition to, the Revolving Loan Commitments.

      (f) Section 1.01 of the Credit Agreement is hereby further amended to restate the definition of “US Swing Line Loan Sublimit” in its entirety to read as follows:

     “ US Swing Line Loan Sublimit ” means an amount equal to (a) the lesser of (i) $25,000,000 and (ii) the Available Amount minus (b) the Offshore Currency Swing Line Loan Sublimit. The US Swing Line Loan Sublimit is part of, and not in addition to, the Revolving Loan Commitments.

      (g) Section 2.01 (a) of the Credit Agreement is hereby amended to restate the first sentence of such Section in its entirety to read as follows:

Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans in Dollars (each such loan, a “ Revolving Loan ”) to the US Borrower from time to time on any Business Day during the period from the Effective Date to the Revolving Loan Termination Date, in an aggregate amount not to exceed at any time the Revolving Loan Commitment of such Lender; provided , however , that after giving effect to any Revolving Borrowing, (i) the Dollar Equivalent of the Outstanding Revolving Credit Obligations shall not exceed the Available Amount, and (ii) no Revolving Lender’s Pro Rata Share of the Outstanding Revolving Credit Obligations (excluding any Negotiated Rate Loans made by such Lender) shall exceed such Lender’s Revolving Loan Commitment.

      (h) Section 2.01 (b) of the Credit Agreement is hereby amended to restate the first sentence of subsection (i) of such Section in its entirety to read as follows:

Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans in euro (each such loan, a “ Offshore Currency Loan ”) to the Dutch Borrower from time to time on any Business Day during the period from the Effective Date to the Revolving Loan Termination Date, in an aggregate amount not to exceed at any time such Lender’s Pro Rata Share of the Offshore Currency Sublimit; provided , however , that after giving effect to any Offshore Currency Borrowing, (x) the Dollar Equivalent of the Outstanding Revolving Credit Obligations shall not exceed the Available Amount, (y) the Dollar Equivalent of the Outstanding Offshore Currency Obligations shall not exceed the Offshore Currency Sublimit and (z) no Lender’s Pro Rata Share of the Dollar Equivalent of the Outstanding Offshore Currency Obligations shall exceed such Lender’s Pro Rata Share of the Offshore Currency Sublimit.

      (i) Section 2.03(a) of the Credit Agreement is hereby amended to restate the last sentence of such Section in its entirety to read as follows:

The US Borrower and Revolving Lenders acknowledge that (x) subject to the proviso in the first sentence of this paragraph, notwithstanding the Revolving Loan Commitment of any Revolving Lender, each Revolving Lender may, but shall not be obligated to, make Negotiated Rate Loans as of any date in any aggregate amount that would not cause the Outstanding Revolving Credit Obligations to exceed the Available Amount then in effect (and for such purposes each Revolving Lender may rely on the information provided by the US Borrower in the Notice of Borrowing); and (y) Negotiated Rate Loans need not be made in accordance with the Revolving Lenders’ Pro Rata Shares.

      (j) Section 2.04(a) of the Credit Agreement is hereby amended to restate the first sentence of subsection (i) of such Section in its entirety to read as follows:

Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04 , (1) from time to time on any Business Day during the period from the Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the US Borrower, and to amend or renew Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the US Borrower; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in, any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Dollar Equivalent of the Outstanding Revolving Credit Obligations would exceed the Available Amount, (y) such Lender’s Pro Rata Share of the Dollar Equivalent of the Outstanding Revolving Credit Obligations (excluding the Outstanding Amount of such Lender’s Negotiated Rate Loans) would exceed such Lender’s Revolving Loan Commitment, or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit.

      (k) Section 2.04(c) of the Credit Agreement is hereby amended to restate the fourth sentence of subsection (i) of such Section in its entirety to read as follows:

In such event, the US Borrower shall be deemed to have requested a Revolving Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Available Amount.

      (1) Section 2.06(a) of the Credit Agreement is hereby amended to restate the first sentence of such Section in its entirety to read as follows:

Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make (i) loans in Dollars to the US Borrower (each such Loan, a “ US Swing

Line Loan ”) and (ii) loans in euro to the Dutch Borrower (each such Loan, an “ Offshore Currency Swing Line Loan ”) from time to time on any Business Day during the period from the Effective Date to the Revolving Loan Termination Date in an aggregate amount not to exceed at any time outstanding (x)