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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report: June 16, 2006
(Date of earliest event reported)
LIBBEY INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-12084
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34-1559357 |
(State of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
300 Madison Avenue
Toledo, Ohio 43604
(Address of principal executive offices, including zip code)
(419) 325-2100
(Registrants telephone number, including area code)
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On June 16, 2006, Libbey Inc. (Libbey) completed its previously announced acquisition from Vitro,
S.A. de C.V. (Vitro) of Vitros 51% equity interest in Crisa Libbey S.A. de C.V., a Mexican
sociedad anónima de capital variable, Vitrocrisa Holding, S. de R.L. de C.V., a Mexican sociedad de
responsabilidad limitada de capital variable (limited liability company), Vitrocrisa S. de R.L. de
C.V., a Mexican sociedad de responsabilidad limitada de capital variable, Vitrocrisa Comercial, S.
de R.L. de C.V., a Mexican sociedad de responsabilidad limitada de capital variable, and Crisa
Industrial, L.L.C., a Delaware limited liability company (collectively the Acquired Companies or
Crisa), bringing Libbeys ownership in Crisa to 100% (the Crisa Acquisition). On June 16,
2006, Libbey also completed its previously announced refinancing of substantially all of its
existing indebtedness and of Crisas existing indebtedness (the Refinancing), as described below.
Second Amendment to Crisa Purchase Agreement
On June 16, 2006, Libbeys wholly-owned subsidiaries Libbey Mexico, S. de R.L. de C.V., a Mexican
sociedad de responsabilidad limitada de capital variable, Libbey Europe B.V., a Netherlands
besloten vennootschap met beperkte aansprakelijkheid (limited liability company) (Libbey Europe),
and LGA3 Corp., a Delaware corporation (collectively, the Purchasers), entered into a Limited
Waiver and Second Amendment (the Second Amendment) to the Purchase Agreement, dated April 2, 2006
(as amended, the Crisa Purchase Agreement), as amended by the First Amendment to the Crisa
Purchase Agreement, dated May 31, 2006, with Vitro, Crisa Corporation, a Delaware corporation
(together with Vitro, the Sellers), and the Acquired Companies. Libbey joined in the Second
Amendment for purposes of guaranteeing obligations of the Purchasers under the Crisa Purchase
Agreement.
Pursuant to the Second Amendment, the Sellers agreed, among other things, to (1) waive a closing
condition regarding the release of Vitro from certain third-party guarantees of Crisa and, in
connection therewith, extend beyond June 16, 2006 the obligations of the Purchasers to terminate
certain of Vitros guarantees with respect to Crisas third-party contractual obligations; and (2)
extend the due date for certain intercompany payables owing by Crisa to Vitro from January 15, 2007
to January 15, 2008. In addition, the Purchasers agreed, pursuant to the Second Amendment, that
the amount of intercompany payables to be forgiven by Vitro would be reduced from $2,500,000 to
$400,000 and that Libbey would guarantee Crisas obligations under certain contracts, including the
lease agreement relating to a distribution center located on the Plant I Real Property (as defined
in the Crisa Purchase Agreement).
Transition Services Agreement
On June 16, 2006, in connection with the closing of the Crisa Acquisition, the Acquired Companies
entered into a Transition Services Agreement (the Transition Services Agreement) with Vitro,
whereby Vitro agreed to provide operations, technology, management and other services to Crisa for
up to three years. A copy of the Transition Services Agreement is filed as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated by reference herein.
ABL Facility
On
June 16, 2006, Libbey Glass Inc., a wholly owned subsidiary of Libbey (Libbey Glass), and
Libbey Europe, each as a borrower, entered into a Credit Agreement (the ABL Facility) for
borrowings of up to $150 million, subject to the exercise of a commitment increase feature and
certain borrowing base restrictions, with Libbey, as a loan guarantor, the other loan parties party
thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent with respect
to the U.S. Loans, J.P. Morgan Europe Limited, as
Administrative Agent with respect to the Netherlands Loans, LaSalle Bank Midwest National
Association, as Syndication Agent, Wells Fargo Foothill, LLC and Fifth Third Bank, as
Co-Documentation Agents, and J.P. Morgan Securities Inc., as Sole Bookrunner and Sole Lead
Arranger. A copy of the ABL Facility is filed as Exhibit 4.1 to this Current Report on Form 8-K
and is incorporated by reference herein.
All borrowings under the ABL Facility are secured by a first priority security interest in (i)
substantially all assets of (A) Libbey Glass and (B) substantially all of Libbey Glasss present
and future direct and indirect domestic subsidiaries, (ii) (A) 100% of the stock of Libbey Glass,
(B) 100% of the stock of substantially all of Libbey Glasss present and future direct and indirect
domestic subsidiaries, (C) 100% of the non-voting stock of substantially all of Libbey Glasss
first-tier present and future foreign subsidiaries and (D) 65% of the voting stock of substantially
all of Libbey Glasss first-tier present and future foreign subsidiaries, and (iii) substantially
all proceeds and products of the property and assets described in clauses (i) and (ii) of this
sentence. Additionally, borrowings by Libbey Europe under the ABL Facility are (a) secured by a
first priority security interest in (i) substantially all of the assets of Libbey Europe, the
parent of Libbey Europe and certain of its subsidiaries, (ii) 100% of the stock of Libbey Europe
and certain subsidiaries of Libbey Europe, and (iii) substantially all proceeds and products of the
property and assets described in clauses (i) and (ii) of this sentence.
Floating Rate Senior Secured Notes
On June 16, 2006, Libbey Glass closed its previously announced private placement of $306 million
aggregate principal amount of floating rate senior secured notes due 2011 (the Senior Secured
Notes).
The Senior Secured Notes are governed by an Indenture, dated June 16, 2006 (the Senior Secured
Notes Indenture), between Libbey Glass, Libbey, the Subsidiary Guarantors party thereto and The
Bank of New York Trust Company, N.A., as trustee. A copy of the Senior Secured Notes Indenture is
filed as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated by reference herein.
Payments under the Senior Secured Notes are secured by a second priority security interest, subject
to permitted liens, in the collateral that secures all of the indebtedness of Libbey Glass and
Libbey Europe under the ABL Facility. The collateral securing the Senior Secured Notes does not
include the assets of Libbey Glass subsidiaries that secure the ABL Facility but are not guarantors
under the Senior Secured Notes Indenture.
In connection with the sale of the Senior Secured Notes, Libbey Glass and Libbey entered into a
registration rights agreement, dated June 16, 2006 (the Senior Secured Notes Registration Rights
Agreement), with the subsidiary guarantors under the Senior Secured Notes Indenture and the
Initial Purchasers of the Senior Secured Notes. A copy of the Senior Secured Notes Registration
Rights Agreement is filed as Exhibit 4.4 to this Current Report on Form 8-K and is incorporated by
reference herein.
16% Senior Subordinated Secured Pay-in-Kind Notes and Warrants
On June 16, 2006, Libbey Glass and Libbey closed their previously announced private placement of
units consisting of $102 million aggregate principal amount of 16% senior subordinated secured
pay-in-kind notes due 2011 (the PIK Notes) and detachable warrants to purchase 485,309 shares of
Libbey common stock (the Warrants). The Warrants are exercisable at a price of $11.248 per share
of Libbey common stock. A copy of the Warrant is filed as Exhibit 4.7 to this Current Report on
Form 8-K and is incorporated by reference herein.
The PIK Notes are governed by an Indenture, dated June 16, 2006 (the PIK Indenture), between
Libbey Glass, Libbey, the Subsidiary Guarantors party thereto and Merrill Lynch PCG, Inc (the Unit
Purchaser). A
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copy of the PIK Indenture is filed as Exhibit 4.5 to this Current Report on Form 8-K and is
incorporated by reference herein.
Payments under the PIK Notes are secured by a third priority security interest, subject to
permitted liens, in the collateral that secures all of the indebtedness of Libbey Glass and Libbey
Europe under the ABL Facility. The collateral securing the PIK Notes does not include the assets
of Libbey Glass subsidiaries that secure the ABL Facility but are not guarantors under the PIK
Indenture.
In connection with the sale of the Warrants, Libbey entered into a registration rights agreement,
dated June 16, 2006 (the Warrant Registration Rights Agreement), with the Unit Purchaser. A copy
of the Warrant Registration Rights Agreement is filed as Exhibit 4.8 to this Current Report on Form
8-K and is incorporated by reference herein.
Intercreditor Agreement
On June 16, 2006, Libbey Glass entered into an intercreditor agreement (the Intercreditor
Agreement) with the collateral agent under the ABL Facility, the trustee for the holders of the
Senior Secured Notes, the Unit Purchaser and the loan parties party thereto. The Intercreditor
Agreement governs the relative priorities (and certain other rights) of the lenders under the ABL
Facility, the holders of the Senior Secured Notes and the holders of the PIK Notes in respect of
the collateral. A copy of the Intercreditor Agreement is filed as Exhibit 4.9 to this Current
Report on Form 8-K and is incorporated by reference herein.
Item 2.01. Completion of Acquisition or Disposition of Assets.
Crisa Acquisition
On June 16, 2006, pursuant to the terms of the Crisa Purchase Agreement, the Purchasers closed the
acquisition of the Sellers 51% interest in the Acquired Companies. A description of the terms of
the Crisa Acquisition, and copies of the Crisa Purchase Agreement and certain ancillary agreements
included as exhibits thereto, are described in, and attached as, exhibits to Amendment No. 1 to
Libbeys Current Report on Form 8-K/A filed with the Securities Exchange Commission on April 5,
2006, which is incorporated by reference herein. As a result of the closing of the Crisa
Acquisition, Libbeys indirect ownership interest in the Acquired Companies increased from 49%,
which represented a non-controlling share in Crisa, to 100%.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under Off-Balance Sheet Arrangements of a Registrant.
ABL Facility
On June 16, 2006, Libbey Glass and Libbey Europe entered into the previously announced ABL
Facility. The information provided in Item 1.01 under ABL Facility is incorporated by reference
herein.
Floating Rate Senior Secured Notes
On June 16, 2006, Libbey Glass closed its previously announced private placement of the Senior
Secured Notes. The information provided in Item 1.01 under Floating Rate Senior Secured Notes is
incorporated by reference herein.
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16% Senior Subordinated Secured Pay-in-Kind Notes and Warrants
On June 16, 2006, Libbey Glass closed its previously announced private placement of the PIK Notes.
The information provided in Item 1.01 under 16% Senior Subordinated Secured Pay-in-Kind Notes and
Warrants is incorporated by reference herein.
Item 3.02. Unregistered Sales of Equity Securities.
16% Senior Subordinated Secured Pay-in-Kind Notes and Warrants
On June 16, 2006, Libbey closed its previously announced private placement of the Warrants. The
information provided in Item 1.01 under 16% Senior Subordinated Secured Pay-in-Kind Notes and
Warrants is incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
In a press release issued on June 16, 2006, Libbey announced the closing of the previously
announced private placements of the Senior Secured Notes, the PIK Notes and the Warrants, the entry
into the ABL Facility and the closing of the Crisa Acquisition and the Refinancing. A copy of the
press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
by reference herein.
In a press release issued on June 21, 2006, Libbey announced certain details related to the Crisa
Acquisition and the Refinancing, and provided outlook information for the second quarter of
Libbeys fiscal year ended December 31, 2006 and for Libbeys fiscal year ended December 31, 2007.
A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is
incorporated by reference herein.
This information is furnished pursuant to Item 7.01 of this Current Report on Form 8-K and shall
not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934
or otherwise subject to the liabilities of that Section, unless Libbey specifically incorporates it
by reference in a document filed under the Securities Act of 1933 or the Securities Exchange Act of
1934. By filing this Current Report on Form 8-K and furnishing this information, Libbey makes no
admission as to the materiality of any information in this report that is required to be disclosed
solely by reason of Regulation FD.
Item 9.01. Exhibits
(a) Financial Statements of Businesses Acquired.
The following financial information of Vitrocrisa Holding, S. de R.L. de C.V. and Subsidiaries,
Crisa Libbey, S.A. de C.V. and Crisa Industrial, L.L.C., (and the accompanying notes) is filed as
Exhibit 99.3 to this Current Report on Form 8-K:
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Audited combined balance sheets at December 31, 2005 and unaudited condensed combined
balance sheets as of March 31, 2006; |
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Audited combined statements of operations for the year ended December 31, 2005 and
unaudited condensed combined statements of operations for the three months ended March 31,
2006 and March 31, 2005; |
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Audited combined statements of changes in stockholders equity for the year ended
December 31, 2005; and |
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Audited combined statements of cash flows for the year ended December 31, 2005 and
unaudited condensed combined statements of cash flows for the three month periods ended
March 31, 2006 and March 31, 2005. |
The independent registered public accounting firms report related to the financial information set
forth in this Item 9.01(a) is filed as Exhibit 23.1 to this Current Report on Form 8-K.
(b) Pro Forma Financial Information.
The following unaudited pro forma consolidated and combined financial information is filed as
Exhibit 99.4 to this Current Report on Form 8-K:
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Unaudited pro forma consolidated and combined balance sheet as of March 31, 2006, giving
effect to the Crisa Acquisition and the Refinancing as if they had occurred on March 31,
2006; and |
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Unaudited pro forma consolidated and combined statements of operations for the year
ended December 31, 2005, the three months ended March 31, 2005 and March 31, 2006 and the
twelve months ended March 31, 2006, giving effect to the Crisa Acquisition and the
Refinancing as if they had occurred on January 1, 2005. |
(d) Exhibits.
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4.1
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Credit Agreement, dated June 16, 2006, among Libbey Glass Inc. and Libbey Europe B.V., Libbey
Inc., the other loan parties party thereto, the lenders party thereto, JPMorgan Chase Bank,
N.A., J.P. Morgan Europe Limited, LaSalle Bank Midwest National Association, Wells Fargo
Foothill, LLC, Fifth Third Bank, and J.P. Morgan Securities Inc., as Sole Bookrunner and Sole
Lead Arranger. |
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4.2
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Indenture, dated June 16, 2006, among Libbey Glass Inc., Libbey Inc., the Subsidiary
Guarantors party thereto and The Bank of New York Trust Company, N.A., as trustee. |
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4.3
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Form of Floating Rate Senior
Secured Note due 2011 (included in Exhibit 4.2). |
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4.4
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Registration Rights Agreement, dated June 16, 2006, among Libbey Glass Inc., Libbey Inc., the
Subsidiary Guarantors party thereto and the Initial Purchasers named therein. |
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4.5
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Indenture, dated June 16, 2006, among Libbey Glass Inc., Libbey Inc., the Subsidiary
Guarantors party thereto and Merrill Lynch PCG, Inc. |
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4.6
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Form of 16% Senior Subordinated Secured Pay-in-Kind Note due 2011 (included in Exhibit 4.5). |
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4.7
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Warrant, issued June 16, 2006. |
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4.8
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Registration Rights Agreement, dated June 16, 2006, among Libbey Inc. and Merrill Lynch PCG, Inc. |
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4.9
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Intercreditor Agreement, dated June 16, 2006, among Libbey Glass Inc., JPMorgan Chase Bank,
N.A., The Bank of New York Trust Company, N.A., Merrill Lynch PCG, Inc. and the Loan Parties party thereto. |
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10.1
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Transition Services Agreement, dated June 16, 2006, among Crisa Libbey S.A. de C.V.,
Vitrocrisa Holding, S. de R.L. de C.V., Vitrocrisa S. de R.L. de C.V., Vitrocrisa Comercial, S. de R.L. de C.V., Crisa Industrial, L.L.C. and Vitro S.A de C.V. |
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23.1
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Consent of Independent Registered Public Accounting Firm. |
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99.1
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Text of Press Release dated June 16, 2006. |
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99.2
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Text of Press Release dated June 21, 2006. |
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99.3
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Financial statements of Vitrocrisa Holding, S. de R.L. de C.V. and Subsidiaries, Crisa
Libbey, S.A. de C.V. and Crisa Industrial, L.L.C. |
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99.4
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Unaudited Pro Forma Consolidated and Combined Financial Information. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 21, 2006
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LIBBEY INC.
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By: |
/s/ Scott M. Sellick
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Name: |
Scott M. Sellick |
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Title: |
Vice President, Chief Financial Officer
(Principal Accounting Officer) |
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Exhibit Index
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Exhibit No. |
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Description |
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Page No. |
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4.1
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Credit Agreement, dated June 16, 2006, among Libbey Glass Inc.
and Libbey Europe B.V., Libbey Inc., the other loan parties
party thereto, the lenders party thereto, JPMorgan Chase Bank,
N.A., J.P. Morgan Europe Limited, LaSalle Bank Midwest National
Association, Wells Fargo Foothill, LLC, Fifth Third Bank, and
J.P. Morgan Securities Inc., as Sole Bookrunner and Sole Lead
Arranger. |
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4.2
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Indenture, dated June 16, 2006, among Libbey Glass Inc., Libbey
Inc., the Subsidiary Guarantors party thereto and The Bank of New
York Trust Company, N.A., as trustee. |
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4.3
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Form of Floating Rate Senior Secured Note due 2011 (included in
Exhibit 4.2). |
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4.4
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Registration Rights Agreement, dated June 16, 2006, among Libbey
Glass Inc., Libbey Inc., the Subsidiary Guarantors party thereto
and the Initial Purchasers named therein. |
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4.5
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Indenture, dated June 16, 2006, among Libbey Glass Inc., Libbey
Inc., the Subsidiary Guarantors party thereto and Merrill Lynch
PCG, Inc. |
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4.6
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Form of 16% Senior Subordinated Secured Pay-in-Kind Note due 2011
(included in Exhibit 4.5). |
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4.7
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Warrant, issued June 16, 2006. |
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4.8
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Registration Rights Agreement, dated June 16, 2006, among Libbey
Inc. and Merrill Lynch PCG, Inc. |
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4.9
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Intercreditor Agreement, dated June 16, 2006, among Libbey Glass
Inc., JPMorgan Chase Bank, N.A., The Bank of New York Trust
Company, N.A., Merrill Lynch PCG, Inc. and the Loan Parties party
thereto. |
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10.1
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Transition Services Agreement, dated June 16, 2006, among Crisa
Libbey S.A. de C.V., Vitrocrisa Holding, S. de R.L. de C.V.,
Vitrocrisa S. de R.L. de C.V., Vitrocrisa Comercial, S. de R.L.
de C.V., Crisa Industrial, L.L.C. and Vitro S.A de C.V. |
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23.1
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Consent of Independent Registered Public Accounting Firm. |
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99.1
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Text of Press Release dated June 16, 2006. |
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99.2
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Text of Press Release dated June 21, 2006. |
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99.3
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Financial statements of Vitrocrisa Holding, S. de R.L. de C.V.
and Subsidiaries, Crisa Libbey, S.A. de C.V. and Crisa
Industrial, L.L.C. |
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99.4
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Unaudited Pro Forma Consolidated and Combined Financial
Information. |
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