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Exhibit 10.73
[EXECUTION VERSION]
WAIVER AGREEMENT
THIS
WAIVER AGREEMENT (this "Agreement"), dated as of December 22,
2005,
makes reference to (i) that certain Credit Agreement dated as of
April 2, 2004,
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 the United Mexican States ("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 the United Mexican
States
("Vitrocrisa"), various financial institutions and BANK OF
MONTREAL, as
administrative agent ("Administrative Agent"), as amended by that
certain First
Amendment to Credit Agreement dated as of June 30, 2005 (as
amended, restated,
supplemented or otherwise modified from time to time, the "Credit
Agreement");
and (ii) that certain Libbey and Libbey Glass Guaranty dated as of
April 2, 2004
(the "Libbey Guaranty") executed by each of LIBBEY INC., a Delaware
corporation
("Libbey"), and LIBBEY GLASS INC., a Delaware corporation ("Libbey
Glass")
(each, a "Guarantor" and together, the "Guarantors"). Unless
otherwise defined
herein, terms used in this Agreement that are defined in the Credit
Agreement or
the Libbey Guaranty shall have the same meanings herein as in the
Credit
Agreement or the Libbey Guaranty, as applicable.
WHEREAS, pursuant to the Libbey Guaranty, the Guarantors have
guaranteed
certain of the Obligations of Vitrocrisa and/or Comercial to each
of the Tranche
B Lenders and the Administrative Agent; and
WHEREAS, the
Guarantors have requested a waiver by the Tranche B Lenders
and the Administrative Agent of the requirements of Section 4.4(b)
of the Libbey
Guaranty; and
WHEREAS, the parties hereto are willing to provide such a waiver
as
specifically set forth herein.
NOW,
THEREFORE, in consideration of the foregoing and for other good
and
valuable consideration, the receipt and sufficiency of which are
hereby
acknowledged, the parties hereto hereby agree as follows:
1.
Waiver. Upon satisfaction of the conditions precedent set forth
in
Section 3 below, each of the parties hereto waives any Event of
Default and any
rights to take action, in each case, arising from the failure of
the Guarantors
to maintain a Consolidated Leverage Ratio (as defined in the Note
Purchase
Guaranty Agreement) of less than or equal to 3.75 to 1.0 or 3.5 to
1.0, as
applicable, at any time from September 30, 2005 through (but not
including)
January 2, 2007, provided that the Consolidated Leverage Ratio (as
defined in
the Note Purchase Guaranty Agreement) of the Guarantors shall not
exceed (a) 4.5
to 1.0 for the fiscal quarter of the Guarantors ending December 31,
2005, as
d