EXHIBIT 10.5
LIBBEY AND LIBBEY GLASS GUARANTY
THIS GUARANTY (this "Guaranty") dated as of April 2, 2004, is made by LIBBEY INC., a Delaware
corporation ("Libbey"), and LIBBEY GLASS INC., a Delaware corporation ("Libbey Glass") (each a
"Guarantor", and together, the "Guarantors"), in favor of the Tranche B Lenders and the Administrative Agent.
WITNESSETH:
WHEREAS, pursuant to that certain Credit Agreement, dated as of April 2, 2004 (as amended, supplemented
or otherwise modified from time to time, 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 Mexico ("Comercial"), Vitrocrisa, S. de R.L. de C.V., a corporation (sociedad de responsabilidad
limitada de capital variable) organized and existing under the laws of Mexico ("Vitrocrisa"), the Lenders, Bank of
Montreal, as the Administrative Agent, HSBC Bank USA and HSBC Mexico, S.A., Institucion de Banca
Multiple, Grupo Financiero HSBC, as Collateral Agents, and Harris Nesbitt and Banco Nacional de Mexico,
S.A., as Joint Lead Arrangers, among other things, the Tranche B Lenders have extended Tranche B Loans to
Comercial; and
WHEREAS, each of the Guarantors has duly authorized the execution, delivery and performance of this
Guaranty; and
WHEREAS, it is in the best interests of each of the Guarantors to execute this Guaranty inasmuch as each of the
Guarantors will derive substantial direct and indirect benefits from the Tranche B Loans made from time to time
to Comercial pursuant to the Credit Agreement;
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and in order to induce the Tranche B Lenders to make the Tranche B Loans pursuant to the
Credit Agreement, each of the Guarantors agrees, for the benefit of the Tranche B Lenders and the
Administrative Agent, as follows:
ARTICLE I.
DEFINITIONS
SECTION 1.1 Certain Terms. The following terms