Exhibit 10.1
EXECUTION COPY
LIMITED WAIVER AND SECOND AMENDMENT
TO PURCHASE AGREEMENT
This LIMITED WAIVER AND SECOND AMENDMENT TO PURCHASE AGREEMENT (this
"AMENDMENT") is made as of June 16, 2006, among Vitro, S.A. de C.V., a Mexican
Sociedad Anonima de Capital Variable ("VITRO"), Crisa Corporation, a Delaware
corporation ("CRISA CORP." and, together with Vitro, the "SELLERS"), ▇▇▇▇▇
▇▇▇▇▇▇ S.A. de C.V., a Mexican Sociedad Anonima de Capital Variable ("▇▇▇▇▇
▇▇▇▇▇▇"), Vitrocrisa Holding, S. de ▇.▇. de C.V., a Mexican Sociedad de
Responsabilidad Limitada de Capital Variable ("VC HOLDING"), Vitrocrisa S. de
▇.▇. de C.V., a Mexican Sociedad de Responsabilidad Limitada de Capital Variable
("VITROCRISA"), Vitrocrisa Comercial, S. de ▇.▇. de C.V., a Mexican Sociedad de
Responsabilidad Limitada de Capital Variable ("VC COMERCIAL"), Crisa Industrial,
L.L.C., a Delaware limited liability company ("CRISA INDUSTRIAL" and,
collectively with ▇▇▇▇▇ ▇▇▇▇▇▇, VC Holding, Vitrocrisa and VC Comercial, the
"ACQUIRED COMPANIES"), Libbey Mexico, S. de ▇.▇. de C.V., a Mexican Sociedad de
Responsabilidad Limitada de Capital Variable ("LIBBEY MEXICO"), Libbey Europe
B.V., a limited liability company (besloten vennootschap met beperkte
aansprakelijkheid) organized under the laws of the Netherlands ("LIBBEY
EUROPE"), and LGA3 Corp., a Delaware corporation ("LGA3" and, together with
Libbey Mexico and Libbey Europe, the "PURCHASERS"). Each of the Sellers,
Acquired Companies and Purchasers is referred to herein as a "PARTY" and,
collectively, as the "PARTIES". Unless otherwise defined herein, all capitalized
terms have the meanings set forth in the Purchase Agreement (as defined below).
The circumstances underlying the execution of this Amendment are as
follows:
A. The Parties entered into a Purchase Agreement, dated as of April 2, 2006
and first amended on May 31, 2006 (as amended, the "PURCHASE AGREEMENT"),
pursuant to which the Sellers agreed to sell, assign, transfer, convey and
deliver to Purchasers, and Purchasers agreed to acquire from Sellers, the
Interests and certain assets related thereto.
B. Each of the Sellers and the Purchasers desires to amend the Purchase
Agreement in accordance with the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises set forth herein and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties agree as follows:
1. Limited Waiver. Subject to the terms and conditions set forth
herein, the Sellers hereby waive the closing condition set forth in Section
8.01(j) of the Purchase Agreement solely as it relates to the release of the
Vitro Guarantees identified on attached Appendix A.
2. Amendment to Purchase Agreement. The Parties hereby agree that the
Purchase Agreement shall be amended to reflect the following:
a. In the definition of "ANCILLARY AGREEMENTS" in Section 1.01, the
phrase "and the Contracts delivered pursuant to Section 5.12(b)"
shall be deleted and replaced with "the Contracts delivered
pursuant to Section 5.12(b); the Stiva Guaranty Agreement, the
Stiva/Libbey Guaranty Agreement; the Stiva/Vitro Guaranty
Agreement and the Tractebel Guaranty Agreement".
b. Exhibit 1.01-T shall be replaced with Exhibit 1.01-T, attached
hereto.
c. In Section 1.01, the following definition shall be added:
"FORM OF IBERDROLA GUARANTY AGREEMENT" means the Guaranty
Agreement between Libbey Inc. and Vitro in all material respects
in the form of Exhibit 1.01-W, attached hereto.
d. The definition of "PLANT I TITLE EXCEPTIONS" shall be deleted in
its entirety.
e. The definition "REFERENCE INTERCOMPANY PAYABLES AMOUNT" in
Section 1.01 shall be deleted in its entirety and replaced with
the following:
"REFERENCE INTERCOMPANY PAYABLES AMOUNT" means $19,936,606, which
amount was determined, for clarification, by subtracting the
amount of Forgiven Payables ($400,000) from the amount of
Intercompany Payables in existence on December 31, 2005
($20,336,606).
f. In the definition of "REIMBURSABLE LIABILITIES" in Section 1.01,
subclause (u) shall be deleted in its entirety and replaced with
"(u) any inaccuracy in any representation and warranty of Sellers
contained in the second sentence of Section 3.08(a) or Sections
3.17(e) or (f)(iv), as each pertain to title matters concerning
the Plant I Real Property."
g. In Section 1.01, the following definition shall be added:
"STIVA GUARANTY AGREEMENT" means the Guaranty Agreement between
Libbey Inc. and Vitro in all material respects in the form of
Exhibit 1.01-X, attached hereto.
h. In Section 1.01, the following definition shall be added:
"STIVA/LIBBEY GUARANTY AGREEMENT" means the Guaranty Agreement
between Fondo Stiva S.A. de C.V. and Libbey Inc. in all material
respects in the form of Exhibit 1.01-Y, attached hereto.
i. In Section 1.01, the following definition shall be added:
"STIVA/VITRO GUARANTY AGREEMENT" means the Guaranty Agreement
between Fondo Stiva S.A. de C.V. and Vitro in all material
respects in the form of Exhibit 1.01-Z, attached hereto.
j. In Section 1.01, the following definition shall be added:
"TRACTEBEL GUARANTY AGREEMENT" means the Guaranty Agreement
between Libbey Inc. and Vitro in all material respects in the
form of Exhibit 1.01-AA, attached hereto.
k. Exhibit 2.02(b) shall be replaced with Exhibit 2.02(b), attached
hereto.
l. Exhibit 5.07(b) shall be replaced with Exhibit 5.07(b), attached
hereto.
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m. Section 5.07(e) shall be deleted in its entirety and replaced
with the following:
(e) Between the date of this Agreement and the Closing, Sellers
shall not, without Purchasers' prior written consent, enter into
any Vitro Guarantees, or cause or permit any of the Vitro
Entities to enter into any Vitro Guarantees, for the benefit of
the Acquired Companies except the Stiva/Vitro Guaranty Agreement.
As soon as practicable after Closing, Sellers and Purchasers
shall cooperate and use commercially reasonable efforts to (i)
terminate, or to cause Purchasers or one of their Affiliates
(including Libbey Inc.) to be substituted in all respects for the
applicable Vitro Entities in respect of, all obligations of the
Vitro Entities under the Vitro Guarantees; (ii) cause the
counterparties to the Tractebel and Iberdrola Contracts to agree
to amend those Shared Contracts so that, from and after the
Closing Date, the liability of the Acquired Companies, on the one
hand, and any other Vitro Entities that are parties to such
Shared Contracts, on the other hand, is several, and not joint;
and (iii) cause the beneficiaries of the Vitro Guarantees with
respect to the Tractebel and Iberdrola Contracts to agree to
amend such Vitro Guarantees to reduce the amount of those Vitro
Guarantees to the extent of the obligations, from and after the
Closing Date, of the Acquired Companies under the related Shared
Contracts.
n. Section 5.07(h) shall be deleted in its entirety and replaced
with "Section 5.07(h). [Intentionally Omitted]".
o. Section 5.07(j) shall be supplemented by adding the following
after the first sentence:
In connection with the delivery of the Constructora Resolution
Document and the consent from Constructora referred to above, on
or before the Closing Date, (i) Sellers shall execute and deliver
to Fondo Stiva S.A. de C.V. the Stiva/Vitro Guaranty Agreement;
and (ii) Libbey Inc. shall execute and deliver to Fondo Stiva
S.A. de C.V. the Stiva/Libbey Guaranty Agreement.
p. In the first sentence of Section 5.07(k), the reference to
"Sections 3.17(b)(16)" of the Disclosure Schedule shall be
deleted and replaced with "Sections 3.20(c)(ii)(i)".
q. In the first sentence of Section 5.07(l), the phrase "From and
after the date hereof" shall be deleted and replaced with "As
soon as practicable after Closing".
r. In the first sentence of Section 5.12(c), the number "$2,500,000"
shall be deleted and replaced with "$400,000".
s. In the second sentence of Section 5.12(c): (1) the phrase "in
Mexican Pesos" shall be inserted between the phrase "an amount"
and the phrase "equal to"; (2) the phrase "in Mexican Pesos"
shall be inserted between the phrase "(i) the amount" and the
phrase "of the Intercompany
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Payables"; and (3) the number "$20,336,606" shall be deleted and
replaced with "216,267,603 Mexican Pesos".
t. In the third sentence of Section 5.12(c), the phrase "On January
15, 2007" shall be deleted and replaced with "On January 15,
2008".
3. Supplement and Amendment to Disclosure Schedule. The Disclosure
Schedule shall be supplemented and amended by the Supplemented and Amended
Disclosure Schedule attached hereto as Appendix B.
4. Organization and Authority of Sellers. Each Seller is duly
organized, validly existing and in good standing under the Laws of the
jurisdiction of its incorporation or formation and has all necessary power and
authority to enter into this Amendment, to carry out its obligations hereunder
and to consummate the Transactions. Each Seller (other than Vitro) is a direct
or indirect wholly-owned subsidiary of Vitro. The execution and delivery of this
Amendment by the respective Sellers, the performance by Sellers of their
respective obligations hereunder and the consummation by Sellers of the
Transactions have been duly authorized by all requisite action on the part of
Sellers and their respective equity holders. This Amendment has been duly
executed and delivered by the respective Sellers, and (assuming due
authorization, execution and delivery by the other Parties) this Amendment
constitutes the legal, valid and binding obligations of Sellers, enforceable
against Sellers in accordance with the terms hereof.
5. Organization and Authority of Purchasers. Purchasers are duly
organized, validly existing and in good standing under the Laws of the
jurisdiction of their respective incorporation or formation and have all
necessary power and authority to enter into this Amendment, to carry out their
respective obligations hereunder and to consummate the Transactions. Purchasers
are direct or indirect wholly-owned subsidiaries of Libbey Inc. The execution
and delivery of this Amendment by Purchasers, the performance by Purchasers of
their respective obligations hereunder and the consummation by Purchasers of the
Transactions have been duly authorized by all requisite action on the part of
Purchasers and their respective equity holders. This Amendment has been duly
executed and delivered by the respective Purchasers, and (assuming due
authorization, execution and delivery by the other Parties) this Amendment
constitutes the legal, valid and binding obligations of Purchasers, enforceable
against Purchasers in accordance with the terms hereof.
6. Effect of Amendment on Other Agreements. Cross references in the
Ancillary Agreements (as such term is defined in the Purchase Agreement) or
Exhibits to the Purchase Agreement to sections or defined terms in the Purchase
Agreement, shall be deemed to be cross references to the Purchase Agreement as
amended hereby, and the Ancillary Agreements and Exhibits to the Purchase
Agreement are hereby amended to the extent necessary to so provide.
7. Ratification. In connection with and simultaneous to the
effectiveness of the amendments set forth herein, each Party hereby ratifies all
actions it has taken in connection with the obligations under the Purchase
Agreement and, to the extent applicable, the Schedules and Exhibits thereto and
the Ancillary Agreements. Except as expressly stated herein, the execution of
this Amendment shall not operate as a waiver of any right, power or remedy of
any of the Parties under any provision of the Purchase Agreement or any other
agreement to which the Parties are party relating to the transactions
contemplated by the Purchase Agreement. Except as expressly set forth herein,
all terms, conditions, covenants,
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representations and warranties contained in the Purchase Agreement and Ancillary
Agreements shall remain in full force and effect.
7. Incorporation by Reference. The provisions of Sections 11.04
(Severability), 11.06 (Assignment), 11.07 (Amendment), 11.08 (Waiver), 11.11
(Governing Law; Agent for Service of Process), 11.12 (Waiver of Jury Trial) and
11.15 (Counterparts) of the Purchase Agreement shall be incorporated into this
Amendment, mutatis mutandis, as if references to "this Agreement" in the
Purchase Agreement were references to "this Amendment" in this Amendment.
[signature pages follow]
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IN WITNESS WHEREOF, the Parties have caused this Amendment to be
signed by their duly authorized representatives.
SELLERS: SELLER REPRESENTATIVE:
VITRO, S.A. DE C.V. VITRO, S.A. DE C.V.
By: By:
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Name: Name:
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Title: Title:
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By: By:
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Name: Name:
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Title: Title:
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CRISA CORPORATION
By:
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Name:
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Title:
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By:
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Name:
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Title:
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[Signature Page to Second Amendment to Purchase Agreement]
ACQUIRED COMPANIES: PURCHASERS:
▇▇▇▇▇ ▇▇▇▇▇▇ S.A. DE ▇.▇. ▇▇▇▇▇▇ EUROPE B.V.
By: By:
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Name: Name:
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Title: Title:
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By:
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Name:
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Title:
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VITROCRISA HOLDING, S. DE ▇.▇. ▇▇▇▇▇▇ MEXICO, S. DE ▇.▇. DE C.V.
DE C.V.
By: By:
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Name: Name:
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Title: Title:
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By:
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Name:
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Title:
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VITROCRISA S. DE ▇.▇. DE C.V. LGA3 CORP.
By: By:
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Name: Name:
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Title: Title:
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By:
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Name:
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Title:
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[Signature Page to Second Amendment to Purchase Agreement]
VITROCRISA COMERCIAL, S. DE ▇.▇. DE
C.V.
By:
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Name:
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Title:
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By:
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Name:
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Title:
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CRISA INDUSTRIAL, L.L.C.
By:
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Name:
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Title:
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By:
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Name:
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Title:
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JOINDER OF LIBBEY INC.
The undersigned, Libbey Inc., the direct or indirect parent company of
Purchasers, hereby joins in the execution of this Amendment for the sole purpose
of consenting to the terms hereof as guarantor of all the obligations of
Purchasers pursuant to this Agreement until the Closing shall have occurred, if
ever.
LIBBEY INC.
By:
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President, General
Counsel & Secretary
APPENDIX A
- Pursuant to the Parent Guarantee, dated as of December 15, 1999, made by
Vitro in favor of Enron Energia Industrial de Mexico, S. de ▇.▇. de C.V.,
Vitro is the guarantor of Vitrocrisa, S. de ▇.▇.'s obligations under the
Amended and restated Agreement for Provision of Electrical Power Generation
Capacity and Associated Electrical Energy, dated as of December 15, 1999,
by and between Vitro Corporativo S.A. de C.V and Enron Energia Industrial
de Mexico, S. de ▇.▇. de C.V.
- Pursuant to the Bond Agreement (Contrato de Fianza), dated as of March 28,
2003, Vitro, S.A. de C.V. has an obligation to guaranty Vitrocrisa, S. de
▇.▇.'s obligations under the Electrical Power Supply Agreement, dated as of
March 28, 2003, by and between Iberdrola Energia Monterrey, S.A. de C.V.,
Vitrocrisa and Vidriera Monterrey, S.A. de C.V. Vitro, S.A. de C.V. has
never provided a Parent Guaranty agreement in favor of or executed any
other agreement with Iberdrola Energia Monterrey, S.A. de C.V. evidencing
such guaranty obligations.
EXHIBIT 1.01-T (VITRO GUARANTEES)
1. Pursuant to the Parent Guarantee, dated as of December 15, 1999, made by
Vitro in favor of Enron Energia Industrial de Mexico, S. de ▇.▇. de C.V.,
Vitro is the guarantor of Vitrocrisa, S. de ▇.▇.'s obligations under the
Amended and restated Agreement for Provision of Electrical Power Generation
Capacity and Associated Electrical Energy, dated as of December 15, 1999,
by and between Vitro Corporativo S.A. de C.V and Enron Energia Industrial
de Mexico, S. de ▇.▇. de C.V.
2. Pursuant to the Bond Agreement (Contrato de Fianza), dated as of March 28,
2003, Vitro, S.A. de C.V. has an obligation to guaranty Vitrocrisa, S. de
▇.▇.'s obligations under the Electrical Power Supply Agreement, dated as of
March 28, 2003, by and between Iberdrola Energia Monterrey, S.A. de C.V.,
Vitrocrisa and Vidriera Monterrey, S.A. de C.V. Vitro, S.A. de C.V. has
never provided a Parent Guaranty agreement in favor of or executed any
other agreement with Iberdrola Energia Monterrey, S.A. de C.V. evidencing
such guaranty obligations.
3. ▇▇▇▇▇▇ Plano de Mexico, S.A. de C.V. ("▇▇▇▇▇▇ Plano"), as lessor, and Vitro
▇▇▇▇▇▇ y Cristal, S.A. de C.V. ("VVyC"), as lessor's guarantor (obligado
solidario), are guarantors (obligados solidarios) of Vitrocrisa Comercial's
obligations as a sub-lessee under the Lease Agreement, dated as of March 5,
2002, by and between ▇▇▇▇▇▇ Plano, VVyC and Cabi Tultitlan, S.A. de C.V, as
mandated by Article 7.715 of the Civil Code of the State of Mexico and the
Nineteenth clause of such agreement.
4. Pursuant to the Vitro Guaranty, dated as of April 2, 2004, Vitro is the
guarantor of VC Comercial's and Vitrocrisa's obligations under that certain
Credit Agreement, dated as of April 2, 2004 (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among VC
Comercial, Vitrocrisa, Bank of Montreal, Banco Nacional de Mexico, S.A.,
Comerica Bank, HSBC Mexico, S.A., Institucion de Banca Multiple, Grupo
Financiero HSBC, The Bank of Nova Scotia, Standard Federal Bank, N.A.,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, HSBC Bank USA and Citibank N.A., Nassau Bahamas Branch.
5. All right, title and interest in, to, and under all of the following assets
of Crisa Texas Limited (d/b/a Crisa Ltd.) (hereinafter "Crisa Texas"),
whether now or hereafter existing or acquired, are pledged, hypothecated,
charged and mortgaged under the Security Agreement, dated as of April 2,
2004, by and between Crisa Texas Limited (d/b/a Crisa Ltd.) and HSBC Bank
USA:
a. all accounts (as defined in the Uniform Commercial Code) of Crisa
Texas and all rights to the payment of money for or relating to the
sale or lease of goods or services rendered (excluding the that
certain profit sharing fee payable to Crisa Texas by Libbey pursuant
to the terms of the Amended and Restated Distribution Agreement dated
to be effective as of August 29, 1997 entered into by and between
Vitro, Crisa Corporation, Vitrocrisa, Libbey Inc. and Libbey Glass
Inc., as amended (hereinafter, the "Profit Sharing Fee")), in each
case whether or not earned by performance, including all moneys or
rights to payment due and to become due to Crisa Texas for goods sold
or leased or for services rendered including, without limitation,
rights evidenced by an account, note, contract, security agreement or
other evidence of indebtedness or security together with (i) all
security pledged, assigned, hypothecated or granted to or held by
Crisa Texas
to secure the foregoing, (ii) all guarantees, endorsements and
indemnifications on, or of, any of the foregoing, (iii) all powers of
attorney for the execution of any evidence of indebtedness or security
or other writing in connection therewith, (iv) all books, records,
ledger cards, and invoices relating thereto, (v) all evidence of the
filing of financing statements and other statements and the
registration of other instruments in connection therewith and
amendments thereto, notices to other creditors or secured parties, and
certficates from filing or other registration officers, (vi) all
credit information, reports and memoranda relating thereto and (vii)
all other writings related in any way to the foregoing (collectively
for purposes of this Exhibit 1.01-V, "Crisa Texas' Receivables");
b. all instruments, chattel paper or letters of credit (each as defined
in the Uniform Commercial Code) and all security agreements,
guaranties, leases and other contracts and contract rights arising
from the sale of goods or services rendered, of Crisa Texas (but
exclding in all cases the Profit Sharing Fee), including, without
limitation, all those evidencing, representing, arising from of
existing in respect of, securing or otherwise supporting the payment
of, or in any way relating to, any of Crisa Texas' Receivables
(collectively for purposes of this Exhibit 1.01-V, "Crisa Texas'
Related Contracts");
c. all funds or other property received by Crisa Industrial in payment of
any amounts owed (including, without limitation, purchase prices,
rents, finance charges, interest and all other charges) in respect of
Crisa Texas' Receivables, or applied to such amounts owed
(collectively for purposes of this Exhibit 1.01-V, "Crisa Texas'
Related Collections");
d. all deposit accounts, securities accounts, securities entitlement and
all other investment property (each as defined in the Uniform
Commercial Code) of Crisa Texas arising from or existing in respect
of, securing or otherwise supporting the payment of, or in any way
relating to, any of Crisa Texas' Receivables, and all funds and all
money, securities entitlements, investments property or other property
credited to any such accounts; all certificates and instruments, if
any from time to time representing any of the foregoing; all notes,
certificates of deposit and other instruments form time to time
hereafter delivered to or otherwise possessed by HSBC Bank USA or
Crisa Texas in substitution for, or in addition to, any or all of the
foregoing; and all interest dividends, moneys, instruments, receivable
or otherwise distributed in respect of or on in exchange for any or
all of the foregoing (collectively for purposes of this Exhibit
1.01-P2, "Crisa Texas' Related Accounts");
e. all proceeds (as such term is defined in the Uniform Commercial Code
as in effect in any relevant jurisdiction the laws of which govern the
perfection of security interests hereunder or under other relevant
law) and to the extent not included in the foregoing, all products,
offspring, rents, issues, profits, returns, income and proceeds of and
from any and all of the foregoing (including, without limitation,
proceeds which constitute property of the types described above and
proceeds deposited from time to time in any of Crisa Texas' Related
Account or any lock box of Crisa Texas), and, to the extent not
otherwise included, all payments under insurance (whether or not HSBC
Bank USA is the loss payee thereof) and all condemnation awards, or
any indemnity, warranty or guaranty, payable by reason of loss or
damage to or otherwise with respect to any of the
foregoing (together with all rights to recover and proceed with
respect to eh same), and all accessories to, substitutions for and
replacements of all or any part of the foregoing.
6. Pursuant to the US Affiliate Limited Recourse Guaranty, dated as of April
2, 2004, Crisa Texas is the guarantor of VC Comercial's and Vitrocrisa's
obligations under the Credit Agreement.
EXHIBIT 2.02(B)
ALLOCATION OF THE PURCHASE PRICE
Purchase Agreement Purchase Price Allocation
June 2006
Purchase Price
Acquiring Company Company Acquired Shares Acquired Allocation
----------------- ------------------------ ----------------------------------------------------- --------------
LGA3 Corp. ▇▇▇▇▇ ▇▇▇▇▇▇ SA de CV 25,500 Series A fixed capital stock 1
LGA 4 Corp. ▇▇▇▇▇ ▇▇▇▇▇▇ SA de CV 1 Series A fixed capital stock 1
LGA3 Corp. Crisa Industrial LLC Remaining 51% of partnership 1,900,000
Libbey Europe BV Vitrocrisa SRL Class II Series "A" Variable Capital Value of 510 MXP 1
Libbey Europe BV Vitrocrisa Comercial SRL Class II Series "A" Variable Capital Value of 510 MXP 1
Libbey Mexico SRL Vitrocrisa Holding SRL Class I Series "A" Fixed Capital Value of 510,000 MXP 2,900,000
Class II Series "A" Variable Capital Value of
Libbey Mexico SRL Vitrocrisa Holding SRL 13,273,077 MXP 73,199,996
Libbey Mexico SRL Vitrocrisa Holding SRL Non-compete included in Vitrocrisa Holding 2,000,000
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Total Purchase Agreement Purchase Price 80,000,000
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EXHIBIT 5.07(B)
SUPPLEMENTAL ASSETS AND LIABILITIES
1. The Racks and Conveyors used in the Business are owned by Fabricacion de
Cubiertos, S.A. de C.V.
2. Water Use Concession titles number 2NVL100180/24FMGE94, 2NVL100181/24FMGE94
and 2NVL100182/24FMGE94 over three water ▇▇▇▇▇ located at Plant I are held
by Aceros Porcelanizados S.A. and currently being transferred to
Fabricacion de Cubiertos, S.A. de C.V. (FACUSA). These titles will be
transferred to the Acquired Companies subject to the consent from the
corresponding authorities.
3. SAP Business One Software Sublicence Agreement dated as of February 22,
2005, by and between Vitro Corporativo, S.A. de C.V. and Xamai, S.A. de
C.V.
4. Master Equipment Lease Agreement, dated as of February 14, 2003 by and
between Vitro Plan, S.A. de C.V. and CSI Leasing Mexico, S. de ▇.▇. de C.V.
in connection with three labelers used by the Acquired Companies and sublet
from Vitro Plan, S.A. de C.V. These labelers will be transferred to the
Acquired Companies subject to the consent of C.S.I. Leasing Mexico, S. de
▇.▇. de C.V.
5. Supply Agreement dated as of March 26, 2001 between Vitro Corporativo and
Grupo Mexicano Imperial, S.A. de C.V.
6. The following Assets are owned by Vitro, S.A. de C.V.: Plant I Real
Property, Plant I Building Lease, Plant I Improvements, Plant I Surface Use
Right.
7. Exhibit 8 to Disclosure Schedule 3.08 is hereby incorporated by this
reference. Such exhibits include a list of trademarks registered by Crisa
Corporation that will be assigned to the Acquired Companies.
8. Domain names owned by Vitro Corporativo, S.A. de C.V. for (a)
"▇▇▇▇▇▇▇▇▇.▇▇▇"; and (b) "▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇".