LIBBEY INC
EXHIBIT 10.4
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>l08457aexv10w4.txt
<DESCRIPTION>EXHIBIT 10.4
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.4

                      LIBBEY GLASS INC. GUARANTY AGREEMENT

      THIS GUARANTY AGREEMENT (as amended, revised, modified, supplemented or
amended and restated from time to time, this "Guaranty") is entered into as of
June 24, 2004 by LIBBEY GLASS INC., a Delaware corporation (the "Guarantor"), in
favor of BANK OF AMERICA, N.A., in its capacity as administrative agent for each
of the Lenders (the "Lenders") now or hereafter party to the Credit Agreement
(as defined below). All capitalized terms used but not otherwise defined herein
shall have the meaning ascribed to such term by the Credit Agreement.

                                   WITNESSETH:

      WHEREAS, the Guarantor, Libbey Europe B.V., a company organized and
existing under the laws of the Netherlands (the "Dutch Borrower", and together
with the Guarantor, collectively the "Borrowers"), the Lenders named therein,
The Bank of New York, as syndication agent, and Bank of America, N.A., as
administrative agent (the "Administrative Agent"), have entered into a certain
Credit Agreement dated as of the date hereof (as amended, revised, modified,
supplemented or amended and restated from time to time, the "Credit Agreement");
and

      WHEREAS, the Guarantor owns, directly or indirectly, 100% of the issued
and outstanding capital stock of the Dutch Borrower and will receive substantial
and direct benefits from the extensions of credit contemplated by the Credit
Agreement and is entering into this Guaranty to induce the Administrative Agent
and the Lenders to enter into the Credit Agreement and extend credit to it and
to the Dutch Borrower thereunder; and

      WHEREAS, the execution and delivery of this Guaranty is a condition
precedent to the obligation of the Lenders to extend credit to the Guarantor and
the Dutch Borrower pursuant to the Credit Agreement;

      NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration and as an inducement to the Lenders to enter into the
Credit Agreement and extend credit to the Guarantor and the Dutch Borrower, the
Guarantor hereby agrees as follows:

      1.    THE GUARANTY.

            (a) The Guarantor hereby absolutely, continually, irrevocably and
unconditionally guarantees to the Administrative Agent for the benefit of the
Lenders prompt, full and complete payment when due, whether at stated maturity,
upon acceleration or otherwise, and at all times thereafter, of (i) the
principal of and interest on the Loans made by the Lenders to, and any Notes
held by the Lenders of, the Dutch Borrower and (ii) all other amounts from time
to time owing to the Lenders, the Administrative Agent or any indemnified party
under the Credit Agreement, the Notes or the other Loan Documents, including
without limitation all "Obligations" (as defined in the Credit Agreement) of the
Dutch Borrower, whether direct or

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indirect, absolute or contingent, now existing or hereafter arising
(collectively, the "Guaranteed Debt"). The Guarantor's obligations under this
Guaranty are collectively referred to as the "Guarantor's Obligations". This is
a guaranty of payment, not a guaranty of collection.

            (b) If there shall occur a default in payment or performance of any
of the Guaranteed Debt, whether principal, interest, premium, fee (including,
but not limited to, loan fees and attorney costs), settlement or termination
value, or otherwise, when and as the same shall become due, and after expiration
of any applicable grace period, whether according to the terms of the Credit
Agreement, by acceleration, termination or otherwise, or upon the occurrence and
during the continuance of any Event of Default under the Credit Agreement, then
the Guarantor will, upon demand thereof by the Administrative Agent, fully pay
to the Administrative Agent, for the benefit of the Lenders, an amount equal to
all the applicable Guaranteed Debt then due and owing.

            (c) All payments by the Guarantor hereunder shall be paid in full,
without setoff or counterclaim or any deduction or withholding whatsoever,
including, without limitation, for any and all present and future taxes other
than Excluded Taxes. In the event that the Guarantor, the Administrative Agent
or any Lender is required by law to make any such non-excluded deduction or
withholding (as a result of any change after the date hereof in any requirement
for a deduction or withholding), the Guarantor agrees to pay on behalf of the
Administrative Agent or the applicable Lender such amount directly to the
appropriate person or entity, or if the Guarantor cannot legally comply with the
foregoing, the Guarantor shall pay to the Administrative Agent or such Lender
such additional amounts as will result in the receipt by such Person of the full
amount payable hereunder. The Guarantor shall be entitled to refunds of amounts
paid pursuant hereto to the extent permitted by Section 3.01(e) of the Credit
Agreement. The Guarantor shall promptly provide the Administrative Agent or the
applicable Lender with evidence of payment of any such amount made on such
Person's behalf.

            (d) The Guarantor waives notice of the acceptance of this Guaranty
and of the extension or incurrence of the Guaranteed Debt or any part thereof.
The Guarantor further waives all setoffs and counterclaims and presentment,
protest, notice (other than notices specifically required in the Loan
Documents), filing of claims with a court in the event of receivership,
bankruptcy or reorganization of the Dutch Borrower demand or action on
delinquency in respect of the Guaranteed Debt or any part thereof, including any
right to require the Administrative Agent or the Lenders to sue the Dutch
Borrower, any other guarantor or any other Person obligated with respect to the
Guaranteed Debt or any part thereof, or otherwise to enforce payment thereof
against any collateral securing the Guaranteed Debt or any part thereof.

      The Guarantor hereby guarantees that the Guarantor's Obligations will be
paid in Dollars (except to the extent that any Obligation is required to be paid
in euro, the Guarantor shall pay such Obligation in euro) in same day funds at
the Administrative Agent's Office, regardless of any law, regulation or decree
now or hereafter in effect that might in any manner affect the Guaranteed Debt,
or the rights of the Administrative Agent or any Lender with respect thereto as
against the Dutch Borrower, or cause or permit to be invoked any alteration in
the time, amount or manner of payment by the Dutch Borrower or any or all of the
Guaranteed Debt. Payment obligations under this Guaranty shall not be discharged
by an amount paid in any currency other

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than US Dollars or euro, as the case may be, whether pursuant to judgment or
otherwise. To the extent that a judgment is given in respect of any amount due
hereunder in currency other than the currency in which the obligation subject to
the judgment was originally denominated, the provisions of Section 8.04 of the
Credit Agreement shall apply.

            (e) The Guarantor hereby agrees that, to the fullest extent
permitted by law, its obligations hereunder shall be continuing, absolute and
unconditional under any and all circumstances and not subject to any reduction,
limitation, impairment, termination, defense (other than irrevocable payment in
full of the Guaranteed Debt), setoff, counterclaim or recoupment whatsoever (all
of which are hereby expressly waived by it to the fullest extent permitted by
law), whether by reason of any claim of any character whatsoever, including,
without limitation, any claim of waiver, release, surrender, alteration or
compromise. The validity and enforceability of this Guaranty shall not be
impaired or affected by any of the following to the extent permitted by law: (i)
any extension, amendment, modification or renewal of, or indulgence with respect
to, or substitution for, the Guaranteed Debt or any part thereof or any
agreement relating thereto at any time without notice to or consent of the
Guarantor except as expressly required by the Credit Agreement; (ii) any failure
or omission to perfect or maintain any lien on, or preserve rights to, any
security or collateral or to enforce any right, power or remedy with respect to
the Guaranteed Debt or any part thereof or any agreement relating thereto, or
any collateral securing the Guaranteed Debt or any part thereof; (iii) any
waiver of any right, power or remedy or of any default with respect to the
Guaranteed Debt or any part thereof or any agreement relating thereto or with
respect to any collateral securing the Guaranteed Debt or any part thereof; (iv)
any release, surrender, compromise, settlement, waiver, subordination or
modification, with or without consideration, of any collateral securing the
Guaranteed Debt or any part thereof, any other guaranties with respect to the
Guaranteed Debt or any part thereof, or any other obligations of any person or
entity with respect to the Guaranteed Debt or any part thereof; (v) the
enforceability or validity of the Guaranteed Debt or any part thereof or the
genuineness, enforceability or validity of any agreement relating thereto or
with respect to any collateral securing the Guaranteed Debt or any part thereof;
(vi) the application of payments received from any source (other than the
Guarantor) to the payment of indebtedness other than the Guaranteed Debt, any
part thereof or amounts which are not covered by this Guaranty even though the
Lenders might lawfully have elected to apply such payments to any part or all of
the Guaranteed Debt or to amounts which are not covered by this Guaranty; (vii)
any change of ownership of the Dutch Borrower or the insolvency, bankruptcy or
any other change in the legal status of the Dutch Borrower; (viii) any change
in, or the imposition of, any law, decree, regulation or other governmental act
which does or might impair, delay or in any way affect the validity,
enforceability or the payment when due of the Guaranteed Debt; (ix) the failure
of the Dutch Borrower to maintain in full force, validity or effect or to obtain
or renew when required all governmental and other approvals, licenses or
consents required in connection with the Guaranteed Debt or this Guaranty, or to
take any other action required in connection with the performance of all
obligations pursuant to the Guaranteed Debt or this Guaranty; (x) the existence
of any claim, setoff or other rights which the Guarantor may have at any time
against the Dutch Borrower, any other guarantor in connection herewith or with
any unrelated transaction or any other Person in connection herewith; (xi) the
Lenders' election, in any case or proceeding instituted under chapter 11 of the
United States Bankruptcy Code, of the application of Section 1111(b)(2) of the
United States Bankruptcy Code or any comparable provision applicable to the
Dutch Borrower or its assets or operations under any applicable Debtor Relief

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Laws; (xii) any borrowing, use of cash collateral, or grant of a security
interest by the Dutch Borrower, as debtor in possession, under Section 363 or
364 of the United States Bankruptcy Code or any comparable provision applicable
to the Dutch Borrower or its assets or operations under any applicable Debtor
Relief Laws; (xiii) the disallowance of all or any portion of any of the
Lenders' claims for repayment of the Guaranteed Debt under Section 502 or 506 of
the United States Bankruptcy Code or any comparable provision applicable to the
Dutch Borrower or its assets or operations under any applicable Debtor Relief
Laws; or (xiv) any other fact or circumstance which might otherwise constitute
grounds at law or equity for the discharge or release of the Guarantor from its
obligations hereunder (other than irrevocable payment in full of the Guaranteed
Debt), in each case above, all whether or not the Guarantor shall have had
notice or knowledge of any act or omission referred to in the foregoing clauses
(i) through (xiv) of this paragraph. It is agreed that the Guarantor's liability
hereunder is independent of any other guaranties or other similar obligations at
any time in effect with respect to the Guaranteed Debt or any part thereof and
that the Guarantor's liability hereunder may be enforced regardless of the
existence, validity, enforcement or non-enforcement of any such other guaranties
or other obligations or any provision of any applicable law or regulation
purporting to prohibit payment by the Dutch Borrower of the Guaranteed Debt in
the manner agreed upon among the Administrative Agent, the Lenders and the Dutch
Borrower.

            (f) Credit may be granted or continued from time to time by the
Lenders to the Dutch Borrower without notice to or authorization from the
Guarantor (other than as expressly provided in the Credit Agreement) regardless
of the Dutch Borrower's financial or other condition at the time of any such
grant or continuation. Neither the Administrative Agent nor any Lender shall
have an obligation to disclose or discuss with the Guarantor its assessment of
the financial condition of the Dutch Borrower. No waiver contained herein of (i)
notices to be given or received by the Guarantor or (ii) borrowing procedures
which require action by the Guarantor, shall be deemed to render any Credit
Agreement provisions regarding the same of no effect; provided, however, the
failure of any party to give, perform or comply with any such notice or
borrowing procedure provision shall not constitute a defense to or otherwise
impair the enforcement of this Guaranty.

            (g) Until (but only upon) the irrevocable payment in full of the
Guaranteed Debt and termination of all commitments of the Lenders to make Credit
Extensions which could give rise to any Guaranteed Debt, (i) the Guarantor shall
have no right of subrogation, contribution or similar rights with respect to the
Guaranteed Debt, (ii) the Guarantor hereby waives any right to enforce any
remedy which the Administrative Agent or the Lenders now have or may hereafter
have against the Dutch Borrower, any endorser or any other guarantor of all or
any part of the Guaranteed Debt, and (iii) the Guarantor hereby waives any
benefit of, and any right to participate in, any security or collateral given to
the Administrative Agent or the Lenders to secure payment of the Guaranteed Debt
or any part thereof or any other liability of the Dutch Borrower to the
Administrative Agent or the Lenders. If any amounts are paid to the Guarantor in
violation of the foregoing limitation, then such amounts shall be held in trust
for the benefit of the Lenders and shall forthwith be paid by the Guarantor to
the Administrative Agent for application to the Guaranteed Debt, if any, then
due and owing.

            (h) Except as specifically otherwise provided in the Loan Documents,
the Guarantor authorizes the Administrative Agent and the Lenders to take any
action or exercise

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any remedy in good faith with respect to any collateral from time to time
securing the Guaranteed Debt, which the Lenders in their sole discretion shall
determine, without notice to the Guarantor.

            (i) In the event the Administrative Agent or the Lenders in their
sole discretion elect to give notice of any action with respect to any
collateral securing the Guaranteed Debt or any part thereof, ten days' written
notice mailed to the Guarantor by ordinary mail at its address referred to in
Section 3(i) shall be deemed reasonable notice of any matters contained in such
notice. The Guarantor consents and agrees that neither the Administrative Agent
nor the Lenders shall be under any obligation to marshal any assets in favor of
the Guarantor or against or in payment of any or all of the Guaranteed Debt.

            (j) In the event that acceleration of the time for payment of any of
the Guaranteed Debt is stayed upon the insolvency, bankruptcy or reorganization
of the Dutch Borrower, all such amounts shall nonetheless be payable by the
Guarantor during the continuance of an Event of Default forthwith upon demand by
the Administrative Agent. The Guarantor further agrees that, to the extent that
the Dutch Borrower makes a payment or payments to any of the Lenders on the
Guaranteed Debt, or the Administrative Agent or the Lenders receive any proceeds
of collateral or any other guaranty securing the Guaranteed Debt, which payment
or receipt of proceeds or any part thereof is subsequently invalidated, declared
to be fraudulent or preferential, set aside or required to be returned or repaid
to the Dutch Borrower, its estate, trustee, receiver, debtor in possession or
any other party, including, without limitation, the Guarantor, under any
insolvency or bankruptcy law, state or federal law, common law or equitable
cause, then to the extent of such payment, return or repayment, the Guaranteed
Debt or part thereof which has been paid, reduced or satisfied by such amount
shall be reinstated and continued in full force and effect as of the date when
such initial payment, reduction or satisfaction occurred as if such payment,
reduction or satisfaction had never occurred.

            (k) No delay on the part of the Administrative Agent or the Lenders
in the exercise of any right, power or remedy shall operate as a waiver thereof,
and no single or partial exercise by the Administrative Agent or the Lenders of
any right, power or remedy shall preclude any further exercise thereof; nor
shall any amendment, supplement, modification or waiver of any of the terms or
provisions of this Guaranty be binding upon the Administrative Agent or the
Lenders, except as set forth in Section 10.01 of the Credit Agreement or as
otherwise expressly set forth in a writing duly signed and delivered on the
Lenders' behalf by the Administrative Agent with the consent of the Required
Lenders or all of the Lenders, as the case may be, in each case as required by
Section 10.01 of the Credit Agreement. The failure by the Administrative Agent
or the Lenders at any time or times hereafter to require strict performance by
the Dutch Borrower or the Guarantor of any of the provisions, warranties, terms
and conditions contained in any promissory note, pledge agreement, security
agreement, agreement, guaranty, instrument or document now or at any time or
times hereafter executed pursuant to the terms of, or in connection with, the
Credit Agreement by the Dutch Borrower or the Guarantors and delivered to the
Administrative Agent or the Lenders shall not waive, affect or diminish any
right of the Administrative Agent or the Lenders at any time or times hereafter
to demand strict performance thereof, and such right shall not be deemed to have
been waived by any act or knowledge of the Administrative Agent or the Lenders,
their agents, officers or employees, unless such waiver is contained in an
instrument in writing duly signed and delivered on the

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Required Lenders' behalf by the Administrative Agent. No waiver by the
Administrative Agent or the Lenders of any default shall operate as a waiver of
any other default or the same default on a future occasion, and no action by the
Administrative Agent or the Required Lenders permitted hereunder shall in any
way affect or impair the Administrative Agent's or the Lenders' rights or
powers, or the obligations of the Guarantor under this Guaranty. The remedies
herein are cumulative and not exclusive of any other remedies available to the
Administrative Agent and the Lenders at law or in equity. Any determination by a
court of competent jurisdiction of the amount of any Guaranteed Debt owing by
the Dutch Borrower to the Lenders shall be conclusive and binding on the
Guarantor irrespective of whether the Guarantor was a party to the suit or
action in which such determination was made.

            (l) Notwithstanding any reference herein to any collateral securing
any of the Guaranteed Debt, it is acknowledged that, on the date hereof, neither
the Dutch Borrower nor the Guarantor has granted, or has any obligation to
grant, any security interest in or other lien on any of its property as security
for the Guaranteed Debt other than such obligations as the US Borrower may have
to "Cash Collateralize" L/C Obligations as and to the extent expressly provided
in the Credit Agreement.

      2.    REPRESENTATIONS AND WARRANTIES.

      The Guarantor hereby represents and warrants to the Administrative Agent
and the Lenders that:

            (a) Existence, Qualification and Power; Compliance with Laws. The
Guarantor (i) is a corporation duly organized, validly existing and in good
standing under the Laws of the jurisdiction of its incorporation, (ii) has all
requisite power and authority and all governmental licenses, authorizations,
consents and approvals to own its assets, carry on its business and to execute,
deliver, and perform its obligations under this Guaranty, (iii) is duly
qualified and is licensed and in good standing under the Laws of each
jurisdiction where its ownership, lease or operation of properties or the
conduct of its business requires such qualification or license, and (iv) is in
compliance with all Laws, except in each case referred to in clause (ii), clause
(iii) or this clause (iv), to the extent that failure to do so could not
reasonably be expected to have a Material Adverse Effect.

            (b) Authorization; No Contravention. The execution, delivery and
performance by the Guarantor of this Guaranty has been duly authorized by all
necessary corporate or other organizational action, and do not and will not (i)
contravene the terms of any of the Guarantor's Organization Documents, (ii)
conflict with or result in any breach or contravention of, or the creation of
any Lien under, any material Contractual Obligation to which the Guarantor is a
party or, any order, injunction, writ or decree of any Governmental Authority to
which the Guarantor or its property is subject, except as would not have a
Material Adverse Effect, or (iii) violate any Law, except as would not have a
Material Adverse Effect.

            (c) Governmental Authorization. No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any
Governmental Authority is necessary or required in connection with the
execution, delivery or performance by, or

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enforcement against, the Guarantor of this Guaranty except for any of such of
the foregoing as may be required in connection with the exercise of remedies
under the Loan Documents.

            (d) Binding Effect. This Guaranty has been duly executed and
delivered by the Guarantor. This Guaranty constitutes a legal, valid and binding
obligation of the Guarantor, enforceable against the Guarantor in accordance
with its terms except as may be limited by any applicable bankruptcy,
insolvency, reorganization, moratorium, or similar laws affecting the
enforcement of creditors' rights generally which may be in effect and to general
principles of equity.

      The Guarantor agrees that all of the foregoing representations and
warranties in paragraphs (a) through (d) above shall be deemed to have been made
by the Guarantor on the date hereof and, except to the extent that such
representations and warranties specifically refer to an earlier date, in which
case they shall be true and correct as of such earlier date, on the date of each
Credit Extension on and as of the date of such Credit Extension.

      3.    MISCELLANEOUS.

            (a) Subject to the provisions of Section 1(j), this Guaranty shall
continue in effect until the Credit Agreement and all other commitments of the
Lenders to make Credit Extensions which could give rise to Guaranteed Debt have
terminated and the Guaranteed Debt and all other amounts payable hereunder have
been paid in full.

            (b) The Guarantor confirms and ratifies Section 10.08 of the Credit
Agreement and agrees that the Lenders shall have, relative to the Guarantor, the
set-off rights provided therein. In addition to any rights and remedies of the
Lenders provided by law, upon the occurrence and during the continuance of any
Event of Default, each Lender is authorized at any time and from time to time,
without prior notice to the Guarantor, any such notice being waived by the
Guarantor to the fullest extent permitted by law, to set off and apply any and
all deposits (general or special, time or demand, provisional or final (but not
trust accounts)) at any time held by, and other indebtedness at any time owing
by, such Lender to or for the credit or the account of the Guarantor against any
and all Guaranteed Debt then due and owing to such Lender, now or hereafter
existing, irrespective of whether or not such Lender shall have made demand
under this Guaranty or any other Loan Document. Each Lender agrees promptly to
notify the Guarantor and the Administrative Agent after any such set-off and
application made by such Lender; provided, however, that the failure to give
such notice shall not affect the validity of such set-off and application.

            (c) The Guarantor agrees to pay all reasonable costs, fees and
out-of-pocket expenses (including reasonable attorney costs of the
Administrative Agent and any Lender) incurred by the Administrative Agent or any
Lender in collecting or enforcing the obligations of the Guarantor under this
Guaranty

            (d) This Guaranty shall bind the Guarantor and its successors and
assigns and shall inure to the benefit of the Administrative Agent, the Lenders
and their successors and assigns permitted pursuant to Section 10.06 of the
Credit Agreement. All references herein to

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the Dutch Borrower shall be deemed to include its successors and assigns
including, without limitation, a receiver, trustee or debtor in possession of or
for the Dutch Borrower.

            (e) THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE AGENT,
EACH LENDER AND THE GUARANTOR SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

            (f) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY MAY
BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK OR OF THE
UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND
DELIVERY OF THIS AGREEMENT, THE `GUARANTOR CONSENTS, FOR ITSELF AND IN RESPECT
OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE
GUARANTOR IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE
LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY
NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING 1N SUCH
JURISDICTION IN RESPECT OF THIS GUARANTY. THE GUARANTOR WAIVES PERSONAL SERVICE
OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS
PERMITTED BY THE LAW OF SUCH STATE.

            (g) THE GUARANTOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY
OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING HEREUNDER OR IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE GUARANTOR, THE
ADMINISTRATIVE AGENT OR THE LENDERS OR ANY OF THEM WITH RESPECT TO ANY LOAN
DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING
OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND
THE GUARANTOR HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT THE
ADMINISTRATIVE AGENT OR ANY LENDER MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF
THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE GUARANTOR
TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

            (h) Wherever possible, each provision of this Guaranty shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Guaranty shall be prohibited by or invalid under
such law, such provision shall be ineffective to the extent of such prohibition
or invalidity without invalidating the remainder of such provision or the
remaining provisions of this Guaranty.

            (i) Except as otherwise expressly provided herein, any notice
required or desired to be served, given or delivered to any party hereto under
this Guaranty shall be given in the manner and with the effect set forth in
Section 10.02(a) of the Credit Agreement.

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      IN WITNESS WHEREOF, the Guarantor has entered into this Guaranty as of the
day and year first written above.

                                        LIBBEY GLASS INC.

                                        By: /s/ Kenneth A. Boerger
                                           -------------------------------------
                                         Name:   Kenneth A. Boerger
                                         Title:  Vice President

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</DOCUMENT>
