EXHIBIT 2.1
[XXXXXX RUBBERMAID LETTERHEAD]
June 7, 2002
VIA FACSIMILE AND FEDERAL EXPRESS
Xxxxxx X.. Xxxxx, Esq.
Vice President and General Counsel
Libbey Inc.
000 Xxxxxxx Xxxxxx
P.O. Box 10060
Toledo, Ohio 43604-1561
Dear Art:
Reference is made to (i) the Amended and Restated Stock Purchase
Agreement dated January 21, 2002 by and among Xxxxxx Rubbermaid Inc., Newell
Holdings Delaware, Inc. (f/k/a Anchor Hocking Corporation), Anchor Hocking Inc.
(f/k/a Menagerie Corporation), Newell Operating Company and Libbey Inc. (the
"Amended Agreement") and to (ii) the Amended and Restated Canadian Asset
Purchase Agreement dated January 21, 2002 by any among Libbey Inc., Libbey
Canada Inc., Xxxxxx Rubbermaid Inc. and Xxxxxx Industries Canada Inc. (the
"Canadian Purchase Agreement").
Pursuant to Section 9.1(d) of the Amended Agreement, Xxxxxx Rubbermaid
Inc. and Libbey Inc. hereby mutually agree to terminate the Amended Agreement
and the Canadian Purchase Agreement effective immediately. Xxxxxx Rubbermaid
Inc. and Libbey Inc. hereby acknowledge that as of the date hereof no party to
the Amended Agreement or the Canadian Purchase Agreement has committed any
willful breach of either agreement.
This letter agreement may be executed in two or more counterparts, each
of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
XXXXXX RUBBERMAID INC.
By: /s/ X X Xxxxxxxxxxx
Name: Xxxx X. Xxxxxxxxxxx
Title: Vice President -General Counsel
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[XXXXXX RUBBERMAID LETTERHEAD]
ACKNOWLEDGED AND AGREED:
LIBBEY INC.
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Vice President and General Counsel
cc: Xxxx X. Xxxxxx/Xxxxxx Inc.
Xxxx X. Xxxxxxxx/Xxxxxx & Xxxxxxx
Xxxxxx X. Xxxxx/Xxxxxx Rubbermaid Inc.
Xxxxxxxxx X. Xxxxxxxx/Xxxxxx Xxxxxx & Xxxxx
Xxxxxxx X. X'Xxxxx/Xxxxxxxxxx & Xxxxx LLP
MPK/mpk
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