EXECUTION
      COPY


EXHIBIT
      4.23














AMENDED
      AND RESTATED LOAN AGREEMENT





dated
      as
      of





February
      24, 2005





(originally
      dated as of September 24, 2004)





among





VITRO
      ENVASES NORTEAMÉRICA, S.A. DE C.V.





The
      GUARANTORS referred to herein





The
      LENDERS party hereto





and





CREDIT
      SUISSE FIRST BOSTON,


acting
      through its Cayman Islands Branch,


as
      Administrative Agent





___________________________





CREDIT
      SUISSE FIRST BOSTON,


as
      Sole
      Lead Arranger and Bookrunner






















**TABLE
      OF CONTENTS**







Page




ARTICLE
                    1DEFINITIONSSection
                    1.01. Defined Terms
                1Section
                    1.02. Terms Generally
                33Section
                    1.03. Accounting Terms; Changes in GAAP
                34ARTICLE
                    2THE
                    CREDITSSection
                    2.01. Commitments
                34Section
                    2.02. Interest Rate; Premium upon Repayment
                34Section
                    2.03. Payment at Maturity; Evidence of Debt.
                35Section
                    2.04. Optional and Mandatory Prepayments
                36Section
                    2.05. Fees
                37Section
                    2.06. Alternate Rate of Interest
                37Section
                    2.07. Increased Costs
                37Section
                    2.08. Break Funding Payments
                39Section
                    2.09. Payments Generally; Pro Rata Treatment; Sharing of
                    Set-offs
                39Section
                    2.10. Lender’s Obligation to Mitigate
                41Section
                    2.11. Judgment Currency
                41ARTICLE
                    3REPRESENTATIONS
                    AND WARRANTIESSection
                    3.01. Organization; Powers
                42Section
                    3.02. Stock
                42Section
                    3.03. Authorization; Enforceability
                42Section
                    3.04. Governmental Approvals
                43Section
                    3.05. No Conflicts
                43Section
                    3.06. Financial Statements; No Material Adverse Change
                43Section
                    3.07. Litigation
                44Section
                    3.08. Collateral Documents
                44Section
                    3.09. Properties
                44Section
                    3.10. Compliance with Laws and Agreements
                44Section
                    3.11. Investment and Holding Company Status
                45Section
                    3.12. Taxes
                45Section
                    3.13. Labor
                45Section
                    3.14. Insurance
                45Section
                    3.15. Conduct of Business
                46
   
  Section
                      3.16. Environmental and Regulatory Matters
                  46Section
                      3.17. Disclosure
                  47Section
                      3.18. Pari Passu Status
                  47Section
                      3.19. Subsidiaries
                  47Section
                      3.20. Solvency
                  48Section
                      3.21. Senior Debt
                  48Section
                      3.22. Legal Form
                  48ARTICLE
                      4CONDITIONSSection
                      4.01. Amendment Effective Date
                  49Section
                      4.02. Consequences of Effectiveness
                  52ARTICLE
                      5COVENANTSSection
                      5.01. Compliance Certificate
                  53Section
                      5.02. Waiver of Stay, Extension or Usury Laws
                  53Section
                      5.03. Limitation on Incurrence of Additional Indebtedness.
                  53Section
                      5.04. Limitation on Guarantees of Borrower or Restricted Subsidiary
                      Indebtedness
                  57Section
                      5.05. Limitation on Restricted Payments
                  57Section
                      5.06. Limitation on Asset Sales.
                  61Section
                      5.07. Limitation on the Ownership of Capital Stock of Restricted
                      Subsidiaries
                  66Section
                      5.08. Limitation on Designation of Unrestricted
                      Subsidiaries
                  67Section
                      5.09. Limitation on Dividend and Other Payment Restrictions
                      Affecting
                      Restricted Subsidiaries
                  68Section
                      5.10. Limitation on Liens
                  70Section
                      5.11. Limitation on Transactions with Affiliates.
                  70Section
                      5.12. Conduct of Business
                  73Section
                      5.13. Financial Statements and Other Information
                  73Section
                      5.14. Payment of Additional Amounts.
                  74Section
                      5.15. Maintenance of Properties and Insurance
                  77Section
                      5.16. Limitation on Merger, Consolidation and Sale of
                      Assets.
                  77Section
                      5.17. Collateral Documents
                  80Section
                      5.18. Use of Proceeds
                  80Section
                      5.19. Additional Guarantors
                  80
   ii
  ARTICLE
                      6EVENTS
                      OF DEFAULTARTICLE
                      7THE
                      ADMINISTRATIVE AGENTSection
                      7.01. Appointment and Authorization
                  84Section
                      7.02. Rights and Powers as a Lender
                  84Section
                      7.03. Limited Duties and Responsibilities
                  84Section
                      7.04. Authority to Rely on Certain Writings, Statements and
                      Advice
                  85Section
                      7.05. Sub-Agents and Related Parties
                  85Section
                      7.06. Resignation; Successor Administrative Agent
                  86Section
                      7.07. Credit Decisions by Lenders
                  86ARTICLE
                      8LOAN
                      GUARANTEESSection
                      8.01. Loan Guarantees
                  86Section
                      8.02. Guarantees Unconditional
                  87Section
                      8.03. Release of Guarantees
                  88Section
                      8.04. Waiver by Guarantors
                  88Section
                      8.05. Subrogation
                  89Section
                      8.06. Stay of Acceleration
                  89Section
                      8.07. Continuing Loan Guarantee
                  89ARTICLE
                      9MISCELLANEOUSSection
                      9.01. Notices
                  89Section
                      9.02. Waivers; Amendments
                  90Section
                      9.03. Expenses; Indemnity; Damage Waiver
                  91Section
                      9.04. Successors and Assigns
                  92Section
                      9.05. Survival
                  95Section
                      9.06. Counterparts; Integration; Effectiveness
                  95Section
                      9.07. Severability
                  95Section
                      9.08. Right of Set-off
                  96Section
                      9.09. Governing Law; Jurisdiction; Consent to Service of
                      Process
                  96Section
                      9.10. WAIVER OF JURY TRIAL
                  97Section
                      9.11. Headings
                  98Section
                      9.12. Confidentiality
                  98Section
                      9.13. Interest Rate Limitation
                  98








**SCHEDULES
      AND EXHIBITS**







SCHEDULES :




Schedule
      3.02  Certain
      Capital Stock Matters


Schedule
      3.07  Certain
      Litigation


Schedule
      3.09(a)  Certain
      Properties


Schedule
      3.09(b)  Certain
      Intellectual Property Matters


Schedule
      3.19  Subsidiaries







EXHIBITS :




Exhibit
      A Form
      of
      Assignment


Exhibit
      B-1(a) Form
      of
      Amendment Effective Date Opinion of Borrower’s New Y ork
      Counsel


Exhibit
      B-1(b) Form
      of
      Opinion of Borrower’s New York Counsel


Exhibit
      B-2(a) Form
      of
      Amendment Effective Date Opinion of Borrower’s General
      Counsel


Exhibit
      B-2(b) Form
      of
      Opinion of Borrower’s General Counsel


Exhibit
      B-3(a) Form
      of
      Amendment Effective Date Opinion of Borrower’s Mexican
      Counsel


Exhibit
      B-3(b) Form
      of
      Opinion of Borrower’s Mexican Counsel


Exhibit
      C-1(a) Form
      of
      Amendment Effective Date Opinion of Administrative Agent’s
      New York Counsel


Exhibit
      C-1(b) Form
      of
      Opinion of Administrative Agent’s New York Counsel


Exhibit
      C-2(a) Form
      of
      Amendment Effective Date Opinion of Administrative
      Agent’s Mexican Counsel


Exhibit
      C-2(b) Form
      of
      Opinion of Administrative Agent’s Mexican Counsel


Exhibit
      D Form
      of
      Secured Party Accession Agreement


Exhibit
      E Form
      of
      Note


Exhibit
      F Form
      of
      Solvency Certificate


Exhibit
      H Form
      of
      Administrative Questionnaire


Exhibit
      I Master
      Collateral and Intercreditor Agreement











iv


AMENDED
      AND RESTATED LOAN AGREEMENT dated as of February 24, 2005 among VITRO ENVASES
      NORTEAMÉRICA, S.A. DE C.V., the GUARANTORS referred to herein, the LENDERS party
      hereto and CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch,
      as Administrative Agent.




RECITALS:




Vitro
      Envases Norteamérica, S.A. de C.V., the guarantors referred to therein, the
      lenders party thereto (the “ **Existing
      Lenders** ”),
      and
      Credit Suisse First Boston, acting through its Cayman Islands Branch, as
      administrative agent, are parties to the Loan Agreement dated as of September
      24, 2004 (the “ **Original
      Loan Agreement** ”);




The
      parties hereto desire to amend and restate the Original Loan Agreement as
      provided in this Agreement (the “ **Amendment
      and Restatement** ”),
      subject to the terms and conditions set forth in Section
      4.01 hereof;




NOW,
      THEREFORE, the Original Loan Agreement is amended and restated in its entirety
      as follows:






ARTICLE
      1


DEFINITIONS




*Section
      1.01* *.
      Defined Terms.* As
      used
      in this Agreement, the following terms have the meanings specified
      below:




“ **Acquired
      Indebtedness** ”
      means
      Indebtedness of a Person or any of its Subsidiaries existing at the time such
      Person becomes a Restricted Subsidiary or at the time it merges or consolidates
      with the Borrower or any Restricted Subsidiary or is assumed by the Borrower
      or
      any Restricted Subsidiary in connection with the acquisition of assets from
      such
      Person. Such Indebtedness will be deemed to have been Incurred at the time
      such
      Person becomes a Restricted Subsidiary or at the time it merges or consolidates
      with the Borrower or a Restricted Subsidiary or at the time such Indebtedness
      is
      assumed by the Borrower or any Restricted Subsidiary in connection with the
      acquisition of assets from such Person.




“ **Additional
      Amounts** ”
      has the
      meaning assigned to it in Section
      5.14(b) .




“ **Adjusted
      LIBOR** ”
      means,
      for any Interest Period, an interest rate per annum equal to (a) LIBOR for
      such
      Interest Period multiplied by (b) the Statutory Reserve Adjustment.




“ **Administrative
      Agent** ”
      means
      Credit Suisse First Boston, acting through its Cayman Islands Branch, in its
      capacity as administrative agent under the Loan Documents.











“ **Administrative
      Questionnaire** ”
      means
      an Administrative Questionnaire in substantially the form as set forth on
      Exhibit H hereto.




“ **Affiliate** ”
      means,
      with respect to any specified Person, any other Person who directly or
      indirectly through one or more intermediaries controls, or is controlled by,
      or
      is under common control with, such specified Person. For purposes of this
      definition, the term “control” means the possession, directly or indirectly, of
      the power to direct or cause the direction of the management and policies of
      a
      Person, whether through the ownership of voting securities, by contract or
      otherwise. For purposes of this definition, the terms “controlling,”“controlled
      by” and “under common control with” have correlative meanings.




“ **Affiliate
      Transaction** ”
      has the
      meaning assigned to it in Section
      5.11(a) .




“ **Agreement** ”
      means
      this Amended and Restated Loan Agreement, as the same may be further amended
      from time to time, including the Schedules and Exhibits hereto; and for periods
      before the Amendment Effective Date, “Agreement” means the Original Loan
      Agreement as then in effect.




“ **Alcali** ”
      means
      Industria del Álcali, S.A. de C.V., a Mexican corporation.




“ **Alternate
      Rate** ”
      has the
      meaning set forth in Section
      2.08 .




“ **Amendment
      Effective Date** ”
      means
      the date on which each of the conditions specified in Section
      4.01 is
      satisfied (or waived in accordance with Section
      9.02 ).




“ **Amendment
      and Restatement** ”
      has the
      meaning set forth in the second Recital clause of this Agreement.




“ **Applicable
      Margin** ”
      means
      6.25% per annum, *provided* that for
      periods prior to the Amendment Effective Date, “Applicable Margin” shall
      continue to have the meaning set forth in the Original Loan
      Agreement.




“ **Asset
      Acquisition** ”
      means:




(1)          
        an Investment by the Borrower or any Restricted Subsidiary in any other Person
        pursuant to which such Person will become a Restricted Subsidiary, or will
        be
        merged with or into the Borrower or any Restricted Subsidiary;
  (2)          
        the
        acquisition by the Borrower or any Restricted Subsidiary of the assets of
        any
        Person (other than a Restricted Subsidiary of the Borrower) which constitute
        all
        or substantially all of the assets of such Person or comprises any division
        or
        line of business of such Person or any other properties or assets of such
        Person
        other than in the ordinary course of business; or
  (3)           any
        Revocation with respect to an Unrestricted Subsidiary.






2




“ **Asset
      Sale** ”
      means
      any direct or indirect sale, disposition, issuance, conveyance, transfer, lease,
      assignment or other transfer, including a Sale and Leaseback Transaction (each,
      a “disposition”) by the Borrower or any Restricted Subsidiary of:




(a) any
      Capital Stock (other than directors’ qualifying shares or Capital Stock of the
      Borrower); or




(b) any
      property or assets (other than cash, Cash Equivalents or Capital Stock) of
      the
      Borrower or any Restricted Subsidiary;




Notwithstanding
      the preceding, the following items will not be deemed to be Asset
      Sales:




(i) the
      disposition of all or substantially all of the assets of the Borrower and its
      Restricted Subsidiaries as permitted under Section
      5.16 ;




(ii) a
      disposition of inventory or obsolete or worn-out equipment in the ordinary
      course of business;




(iii) dispositions
      of assets in any fiscal year with a Fair Market Value not to exceed $5 million
      in the aggregate;




(iv) a
      disposition to the Borrower or a Restricted Subsidiary (other than a Permitted
      Joint Venture), including a Person that is or will become a Restricted
      Subsidiary immediately after the disposition;




(v) the
      disposition of accounts receivable and related assets pursuant to a Qualified
      Receivables Transaction;




(vi) any
      foreclosure by any creditor of a Lien permitted under Section
      5.10 on any
      assets subject thereto; and




(vii) a
      Collateral Asset Sale.




“ **Asset
      Sale Offer** ”
      has the
      meaning assigned to it in Section 5.06(e).




“ **Asset
      Sale Offer Amount** ”
      has the
      meaning assigned to it in Section 5.06(e).




“ **Asset
      Sale Offer Notice** ”
      means
      notice of an Asset Sale Offer made pursuant to Section 5.06(e), which shall
      be
      delivered to each Lender within 20 days following an Asset Sale Offer Trigger
      Date for the application of Net Cash Proceeds of any Asset Sale, Collateral
      Asset Sale or Event of Loss, with a copy to the Administrative Agent, which
      notice shall govern the terms of the Asset Sale Offer, and shall
      state:




3


(1) the
      circumstances of the Asset Sale, Collateral Asset Sale or Event of Loss, the
      Net
      Cash Proceeds of which are included in the Asset Sale Offer, that an Asset
      Sale
      Offer is being made pursuant to Section 5.06(e);




(2) the
      Asset
      Sale Offer Amount and the Asset Sale Offer Payment Date;




(3) a
      description of any other Indebtedness (other than the Loans) for which such
      Asset Sale Offer is made; and




(4) that
      any
      Lender electing to have any of its Loans prepaid pursuant to the Asset Sale
      Offer must specify the principal amount that is to be prepaid, which principal
      amount must be $1,000 or an integral multiple thereof.




“ **Asset
      Sale Offer Payment Date** ”
      has the
      meaning assigned to it in Section 5.06(e).




“ **Asset
      Sale Offer Trigger Date** ”
      has the
      meaning set forth in Section 5.06(e).




“ **Asset
      Sale Transaction** ”
      means
      any Asset Sale or Collateral Asset Sale and, whether or not constituting an
      Asset Sale or Collateral Asset Sale, (1) any sale or other disposition of
      Capital Stock of a Restricted Subsidiary (other than Capital Stock of the
      Borrower), and (2) any Designation with respect to an Unrestricted
      Subsidiary.




“ **Assignment** ”
      means
      an assignment and assumption agreement entered into by a Lender and an assignee
      (with the consent of any party whose consent is required by Section
      9.04 ),
      and
      accepted by the Administrative Agent, in the form of Exhibit A or any other
      form
      approved by the Administrative Agent.




“ **Assignment
      and Assumption** ”
      has the
      meaning set forth in Section 4.02.




“ **Base
      Rate** ”
      means,
      for any day, a rate per annum equal to the greater of (a)
      the
      Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in
      effect on such day plus 1 / 2 of 1%.
      Any change in the Base Rate due to a change in the Prime Rate or the Federal
      Funds Effective Rate will be effective from and including the effective date
      of
      such change in the Prime Rate or the Federal Funds Effective Rate,
      respectively.




“ **Board
      of Directors** ”
      means,
      as to any Person, the board of directors, management committee or similar
      governing body of such Person or any duly authorized committee
      thereof.




“ **Board
      Resolution** ”
      means,
      with respect to any Person, a copy of a resolution certified by the secretary
      or
      an assistant secretary of such Person to have been duly adopted by the Board
      of
      Directors of such Person and to be in full force and effect on the date of
      such
      certification, and delivered to the Administrative Agent.




4


“ **Borrower** ”
      means
      Vitro Envases Norteamérica, S.A. de C.V., a *sociedad
      anónima de capital variable* organized and existing under the laws of Mexico.




“ **Borrower
      Debt to EBITDA Ratio** ”
      means,
      at any time, the ratio, calculated in each case in accordance with Mexican
      GAAP
      with respect to the Borrower and its Subsidiaries on a consolidated basis,
      of




(1) the
      aggregate amount of all Indebtedness of the Borrower and its Subsidiaries that
      would appear on a consolidated balance sheet of the Borrower at such time,
      to




(2) the
      sum
      (without duplication) for the most recently concluded Four Quarter Period,
      of




(A) operating
      income of the Borrower and its consolidated Subsidiaries,




(B) depreciation
      and amortization of the Borrower and its consolidated Subsidiaries;
      and




(C) other
      non-cash items that are reported above the “operating income (loss)” line on the
      Borrower’s consolidated statements of operations applicable to the Borrower and
      its Restricted Subsidiaries; provided that the amount included in this clause
      (C) for any Four Quarter Period will not be less than zero.




“ **Borrowing** ”
      means
      the borrowing of Loans hereunder.




“ **Business
      Day** ”
      means
      any day that is not a Saturday, Sunday or other day on which commercial banks
      in
      New York City or Mexico City are authorized or required by law or other
      governmental action to remain closed; *provided* that,
      when used in connection with the making or payment of, or determination of,
      an
      Interest Period for a Loan, the term “Business Day” shall also exclude any day
      on which banks are not open for dealings in dollar deposits in the London
      interbank market.




“ **Capitalized
      Lease Obligations** ”
      means,
      as to any Person, the obligations of such Person under a lease that are required
      to be classified and accounted for as capital lease obligations under Mexican
      GAAP. For purposes of this definition, the amount of such obligations at any
      date will be the capitalized amount of such obligations at such date, determined
      in accordance with Mexican GAAP.




“ **Capital
      Stock** ”
      means:




(1) with
      respect to any Person that is a corporation, any and all shares, interests,
      participations or other equivalents (however designated and whether or not
      voting) of corporate stock, including each class of Common Stock and Preferred
      Stock of such Person;




5


(2) with
      respect to any Person that is not a corporation, any and all partnership or
      other equity or ownership interests of such Person; and




(3) any
      warrants, rights or options to purchase any of the instruments or interests
      referred to in clause (1) or (2) above.




“ **Cash
      Equivalents** ”
      means:




(1) marketable
      direct obligations issued by, or unconditionally guaranteed by, the United
      States government or issued by any agency thereof and backed by the full faith
      and credit of the United States, in each case maturing within one year from
      the
      date of acquisition thereof;




(2) marketable
      direct obligations issued by any state of the United States of America or any
      political subdivision of any such state or any public instrumentality thereof
      maturing within one year from the date of acquisition thereof and, at the time
      of acquisition, having one of the two highest ratings obtainable from either
      S&P or Moody’s or any successor thereto;




(3) commercial
      paper issued by a corporation (other than an Affiliate of the Borrower) maturing
      no more than one year from the date of creation thereof and, at the time of
      acquisition, having a rating of at least A-1 from S&P or at least P-1 from
      Moody’s;




(4) demand
      deposits, certificates of deposit, time deposits or bankers’ acceptances
      maturing within one year from the date of acquisition thereof issued by any
      bank
      organized under the laws of the United States of America or any state thereof
      or
      the District of Columbia or any U.S. branch of a non-U.S. bank having at the
      date of acquisition thereof combined capital and surplus of not less than $500
      million (or the equivalent);




(5) repurchase
      obligations with a term of not more than seven days for underlying securities
      of
      the types described in clause (1) above entered into with any bank meeting
      the
      qualifications specified in clause (4) above;




(6) *Certificados
      de la Tesoreria de la Federación* (Cetes), *Bonos
      de Desarrollo del Gobierno Federal* (Bondes)
      or *Bonos
      Ajustables del Gobierno Federal* (Ajustabonos), in each case, issued by the government of Mexico and maturing
      not
      later than one year after the acquisition thereof;




(7) any
      other
      instruments issued or guaranteed by the government of Mexico and denominated
      and
      payable in Pesos, UDIs or dollars, and maturing not later than one year after
      the acquisition thereof;




(8) solely
      with respect to any Investment by a Restricted Subsidiary that is not organized
      under the laws of Mexico, instruments issued or guaranteed by the




6


national
      government of the country in which such Restricted Subsidiary is organized,
      denominated and payable either in the local currency of such jurisdiction or
      in
      dollars and maturing not later than one year after the acquisition
      thereof;




(9) investments
      in money market funds which invest substantially all of their assets in
      securities of the types described in clauses (1) through (5) above; and




(10) demand
      deposits, certificates of deposit, time deposits and bankers’ acceptances
      maturing not more than 180 days (or 365 days in the case of clause (A)(I) or
      (B)(I)) after the acquisition thereof




(A) denominated
      in Pesos and issued by (I) any of the five top-rated banks (as evaluated by
      any
      internationally recognized rating agency) organized under the laws of Mexico
      or
      any other state thereof, or (II) any such bank which at the date of acquisition
      is a lender to or has made available a line of credit to (in each case in an
      amount equal to or greater than the amount of the proposed acquisition) the
      Borrower or any of its Restricted Subsidiaries,




(B) in
      any
      jurisdiction other than Mexico where the Borrower or any of its Restricted
      Subsidiaries conducts business and issued by (I) one of the three largest banks
      doing business in such jurisdiction, or (II) any such bank in such jurisdiction
      which at the date of acquisition is a lender to or has made available a line
      of
      credit to (in each case in an amount equal to or greater than the amount of
      the
      proposed acquisition) the Borrower or any of its Restricted
      Subsidiaries,




(C) issued
      by
      any bank which at the date of acquisition is a lender to or has made available
      a
      line of credit to the Borrower or any of its Restricted Subsidiaries and which
      is not under intervention, receivership or any similar arrangement at the time
      of acquisition; provided that the aggregate amount of all such demand deposits,
      certificates of deposit, time deposits and bankers’ acceptances acquired in
      accordance with this clause (C) does not exceed $50 million at any one time
      or




(D) issued
      by
      any bank which at the date of acquisition has an outstanding loan to the
      Borrower or any of its Restricted Subsidiaries in an aggregate principal amount
      at least equal to the aggregate principal amount of such demand deposit,
      certificate of deposit, time deposit or bankers’ acceptance.




“ **Change
      in Law** ”
      means
      (a) the adoption of any law, rule or regulation after the date of this
      Agreement, (b) any change in any law, rule or regulation or in the
      interpretation or application thereof by any Governmental Authority after such
      date or (c) compliance by any Lender (or, for purposes of Section
      2.09(b) ,
      by any
      lending office of such Lender or by such Lender’s holding company, if any) with
      any request, guideline or directive (whether or not having the force of law)
      of
      any Governmental Authority made or issued after such date.






7




“ **Change
      of Control** ”
      means:




(1) any
      “person” or “group” (as such terms are used for purposes of Sections 13(d) and
      14(d) of the Exchange Act, whether or not applicable, except that for purposes
      of this clause (1) such person or group shall be deemed to have “beneficial
      ownership” of all shares that such person or group has the right to acquire,
      whether such right is exercisable immediately or only after the passage of
      time), excluding Permitted Holders, is or becomes the “beneficial owner” (as
      such term is used in Rule 13d-3 promulgated pursuant to the Exchange Act),
      directly or indirectly, of more than 35% of the aggregate voting power of the
      Voting Stock of Vitro;




(2) individuals
      who on the Original Effective Date constituted the Board of Directors of Vitro
      (together with any new director whose election by such Board or whose nomination
      for election by the stockholders of Vitro was approved by a majority of the
      directors of Vitro then still in office who were either directors on the
      Original Effective Date or whose election or nomination for election was
      previously so approved) cease for any reason to constitute a majority of the
      Board of Directors of Vitro then in office;




(3) Vitro
      consolidates with, or merges with or into, another Person, other than a
      transaction where the Person or Persons that, immediately prior to such
      transaction are the “beneficial owners” in the aggregate of a majority of the
      total voting power of the then outstanding Voting Stock of Vitro are, by virtue
      of such prior ownership, the “beneficial owners” in the aggregate of a majority
      of the total voting power of the then outstanding Voting Stock of the surviving
      Person (or if such surviving Person is a direct or indirect Wholly Owned
      Subsidiary of another Person, such Person who is the ultimate parent entity),
      in
      each case whether or not such transaction is otherwise in compliance with this
      Agreement; or




(4) the
      Borrower will cease to be a Subsidiary of Vitro that is consolidated under
      Mexican GAAP in its consolidated financial statements.




“ **CNBV** ”
      means
      the National Banking and Securities Commission ( *Comisión
      Nacional Bancaria y de Valores* )
      of
      Mexico or any entity succeeding to any or all of its functions.




“ **Collateral** ”
      means
      all assets or property of the Grantors, now owned or hereafter acquired, upon
      which a Lien is purported to be created by any Collateral Document, whether
      at
      the date of the Master Collateral and Intercreditor Agreement or
      thereafter.




“ **Collateral
      and Intercreditor Agent** ”
      means
      HSBC Bank USA, National Association, in its capacity as master collateral and
      intercreditor agent under the Master Collateral and Intercreditor Agreement
      and
      the other Collateral Documents, and any successor thereto in such
      capacity.




8




“ **Collateral
      Assets** ”
      means
      any asset or property of the Borrower or any Grantor Subsidiary upon which
      the
      Borrower or such Grantor Subsidiary has agreed under any Collateral Document
      or
      Secured Creditor Document (as defined in the Master Collateral and Intercreditor
      Agreement) to use its reasonable best efforts to create a Lien after the
      Original Effective Date in favor of the Collateral and Intercreditor Agent
      as
      security for the Secured Obligations (as defined in the Master Collateral and
      Intercreditor Agreement).




“ **Collateral
      Asset Sale** ”
      means
      any disposition of any Collateral, or a series of related dispositions by the
      Borrower or any of its Subsidiaries involving the Collateral, other than (i)
      the
      sale for Fair Market Value of Obsolete Equipment or (ii) sales of inventory
      in
      the ordinary course of business. A Collateral Asset Sale will not include an
      Event of Loss.




“ **Collateral
      Documents** ”
      has the
      meaning set forth in the Master Collateral and Intercreditor Agreement,
      including without limitation the Secured Party Accession Agreement.




“ **Collateral
      Permitted Liens** ”
      means
      any of the following:




(a) statutory
      Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers,
      materialmen, repairmen and other Liens imposed by law incurred in the ordinary
      course of business for sums not yet delinquent or being contested in good faith,
      if such reserve or other appropriate provision, if any, as shall be required
      by
      Mexican GAAP has been made in respect thereof;




(b) Liens
      for
      taxes, assessments or governmental charges or levies on the property of the
      Borrower or any Restricted Subsidiary if the same shall not at the time be
      delinquent or thereafter can be paid without penalty, or are being contested
      in
      good faith and by appropriate proceedings promptly instituted and diligently
      concluded; *provided* that any
      reserve or other appropriate provision that shall be required in conformity
      with
      Mexican GAAP shall have been made therefor;




(c) Liens
      Incurred or deposits made in the ordinary course of business in connection
      with
      workers’ compensation, unemployment insurance and other types of social
      security, including any Lien securing letters of credit issued in the ordinary
      course of business consistent with past practice in connection therewith, or
      to
      secure the performance of tenders, statutory obligations, surety and appeal
      bonds, bids, leases, government performance and return-of-money bonds and other
      similar obligations (exclusive of obligations for the payment of borrowed
      money);




(d) Liens
      upon specific items of inventory or other goods and proceeds of any Person
      securing such Person’s obligations in respect of bankers’ acceptances issued or
      created for the account of such Person to facilitate the purchase, shipment
      or
      storage of such inventory or other goods;




9




(e) Liens
      encumbering deposits made to secure obligations arising from statutory,
      regulatory, contractual, or warranty requirements of the Borrower or a
      Restricted Subsidiary, including rights of offset and set-off;




(f) Liens
      existing on the Original Effective Date;




(g) zoning
      restrictions, licenses, easements, servitudes, rights of way, title defects,
      covenants running with the land and other similar charges or encumbrances or
      restrictions not interfering in any material respect with the ordinary operation
      of any Collateral or materially and adversely affecting the value of the
      Collateral; and




(h) Liens
      created pursuant to the Collateral Documents, including Liens thereon securing
      the Loans, the Loan Guarantees and the Permitted Secured
      Obligations.




“ **Comegua** ”
      means
      Empresas Comegua, S.A., a Panamanian corporation.




“ **Commitment** ”
      means ,
      with
      respect to each Lender, the commitment of such Lender to make a Loan on the
      Original Effective Date, expressed as an amount representing the maximum
      principal amount of such Loan. The aggregate amount of the Commitments on the
      Original Effective Date was US$230 million.




“ **Commodity
      Agreement** ”
      of any
      Person means any commodity futures contract, commodity option or other similar
      agreement or arrangement designed to protect against fluctuations in the price
      of commodities used by such Person.




“ **Common
      Stock** ”
      of any
      Person means any and all shares, interests or other participations in, and
      other
      equivalents (however designated and whether voting or non-voting) of such
      Person’s common equity interests, whether outstanding on the Original Effective
      Date or issued thereafter, and includes, without limitation, all series and
      classes of such common equity interests.




“ **Consolidated
      EBITDA** ”
      means
      for any Person for any period the sum of the amounts for such period of
      Consolidated Net Income, *plus* ,
      or *minus* ,
      as the
      case may be, for such Person without duplication, to the extent such amount
      was
      deducted or added, as the case may be, in calculating Consolidated Net
      Income.




(1) Consolidated
      Interest Expense, *plus*




(2)    
income
      and asset taxes and workers’ profit sharing other than income taxes (either
      positive or negative) attributable to


extraordinary gains or losses or to gains or losses on sales of assets),*plus*




(3) depreciation
      expense, *plus*




(4) amortization
      expense, *plus*






10




(5)    
non-cash
      extraordinary losses, non-cash foreign exchange losses, non-cash monetary losses
      and other non-cash expenses or


losses of such Person and its Subsidiaries (its Restricted Subsidiaries in
      the
      case of the Borrower or Comegua) for such period,


that are reported below the “operating income (loss)” line on such Person’s
      consolidated statements of operations (other than


items that will require cash payments and for which an accrual or reserve is,
      or
      is required by Mexican GAAP to be, made),*plus*


*or minus*




(6)    
      non-cash write-offs or
      writeups of assets, *plus*




(7)    
extraordinary
      non-recurring severance payments to employees,*plus*




(8)    
non-cash
      items related to pension plan liabilities,*less*




(9)    
      non-cash
      extraordinary gains, non-cash foreign exchange gains, non-cash monetary gains
      and other non-cash credits and


gains of such Person and its Subsidiaries (its Restricted Subsidiaries in the
      case of the Borrower or Comegua) for such period


that are reported below the “operating income (loss)” line on such Person’s
      consolidated statements of operations (other than


(A) items that will result in the receipt of cash payments and (B) items
      resulting from the reversal of an item anticipated to


require cash payments for which an accrual or reserve was, or was required
      by
      Mexican GAAP to be, made, to the extent such


item was deducted from the calculation of Consolidated EBITDA pursuant to clause
      (7) above),




all
      as
      determined on a consolidated basis for such Person and its Subsidiaries
      (Restricted Subsidiaries in the case of the Borrower or Comegua) in conformity
      with Mexican GAAP.




“ **Consolidated
      Fixed Charge Coverage Ratio** ”
      means,
      for any Person as of any date of determination, the ratio of the aggregate
      amount of Consolidated EBITDA of such Person for the four most recent full
      fiscal quarters for which financial statements are available ending prior to
      the
      date of such determination (the “ **Four
      Quarter Period** ”)
      to
      Consolidated Fixed Charges for such Person for such Four Quarter Period. For
      purposes of this definition, “Consolidated EBITDA” and “Consolidated Fixed
      Charges” will be calculated after giving effect on a pro forma basis in
      accordance with Regulation S-X under the Securities Act for the period of such
      calculation to:




(1)  the
      Incurrence, repayment (excluding revolving credit borrowings Incurred or repaid
      for working capital purposes) or redemption of any Indebtedness (including
      Acquired Indebtedness) or Preferred Stock of such Person or any of its
      Subsidiaries (Restricted Subsidiaries, in the case of the Borrower or Comegua),
      and the application of the proceeds thereof, including the Incurrence of any
      Indebtedness (including Acquired Indebtedness) or Preferred Stock, and the
      application of the proceeds thereof, giving rise to the need to make such
      determination, occurring during such Four Quarter




11




Period
      or
      at any time subsequent to the last day of such Four Quarter Period and on or
      prior to such date of determination, to the extent, in the case of an
      Incurrence, such Indebtedness is outstanding on the date of determination,
      as if
      such Incurrence, and the application of the proceeds thereof, repayment or
      redemption occurred on the first day of such Four Quarter Period;
      and




(2)  any
      Asset
      Sale Transaction or Asset Acquisition by such Person or any of its Subsidiaries
      (Restricted Subsidiaries, in the case of the Borrower or Comegua), including
      any
      Asset Sale or Asset Acquisition giving rise to the need to make such
      determination, occurring during the Four Quarter Period or at any time
      subsequent to the last day of the Four Quarter Period and on or prior to such
      date of determination, as if such Asset Sale Transaction or Asset Acquisition
      occurred on the first day of the Four Quarter Period.




Furthermore,
      in calculating “Consolidated Fixed Charges” for purposes of determining the
      denominator (but not the numerator) of this “Consolidated Fixed Charge Coverage
      Ratio,”




(a)  interest
      on outstanding Indebtedness determined on a fluctuating basis as of the date
      of
      determination and which will continue to be so determined thereafter will be
      deemed to have accrued at a fixed rate per annum equal to the rate of interest
      on such Indebtedness in effect on such date of determination;




(b)  if
      interest on any Indebtedness actually Incurred on such date of determination
      may
      optionally be determined at an interest rate based upon a factor of a prime
      or
      similar rate, a eurocurrency interbank offered rate, or other rates, then the
      interest rate in effect on such date of determination will be deemed to have
      been in effect during the Four Quarter Period; and




(c)  notwithstanding
      clause (a) above, interest on Indebtedness determined on a fluctuating basis,
      to
      the extent such interest is covered by Hedging Obligations, will be deemed
      to
      accrue at the rate per annum resulting after giving effect to the operation
      of
      the agreements evidencing such Hedging Obligations.




“ **Consolidated
      Fixed Charges** ”
      means,
      for any Person for any period, the sum, without duplication, of:




(1)            Consolidated
      Interest Expense for such Person,*plus*




(2)           
      the
      product of:




(a)  the
      amount of all cash and non-cash dividend payments on any series of Preferred
      Stock or Disqualified Capital Stock of such Person and its Subsidiaries
      (Restricted Subsidiaries in the case of the Borrower or Comegua) paid, accrued
      or scheduled to be paid or accrued during such period (other than dividends
      paid, accrued or scheduled to be paid or accrued in Qualified Capital Stock
      or
      to such




12




Person
      and its Subsidiaries (Restricted Subsidiaries in the case of the Borrower or
      Comegua) *times*




(b) a
      fraction, the numerator of which is one and the denominator of which is one
      minus the then current effective Mexican tax rate of the Borrower, expressed
      as
      a decimal.




“ **Consolidated
      Interest Expense** ”
      means,
      for any Person for any period, the sum of, without duplication determined on
      a
      consolidated basis in accordance with Mexican GAAP:




(1)  the
      aggregate of cash and non-cash interest expense of such Person and its
      Subsidiaries (Restricted Subsidiaries in the case of the Borrower or Comegua)
      for such period determined on a consolidated basis in accordance with Mexican
      GAAP, including, without limitation (whether or not interest expense in
      accordance with Mexican GAAP):




(a) any
      amortization or accretion of debt discount or any interest paid on Indebtedness
      of such Person and its Subsidiaries (Restricted Subsidiaries in the case of
      the
      Borrower or Comegua) in the form of additional Indebtedness,




(b) any
      amortization of deferred financing costs,




(c) the
      net
      costs under Interest Rate Agreements or Currency Agreements (including
      amortization of fees),




(d) all
      capitalized interest,




(e) the
      interest portion of any deferred payment obligation,




(f) commissions,
      discounts and other similar fees and charges Incurred in respect of letters
      of
      credit or bankers’ acceptances, and




(g) any
      interest expense on Indebtedness of another Person that is Guaranteed by such
      Person or one of its Subsidiaries (Restricted Subsidiaries in the case of the
      Borrower or Comegua) or secured by a Lien on the assets of such Person or one
      of
      its Subsidiaries (Restricted Subsidiaries in the case of the Borrower or
      Comegua), whether or not such Guarantee or Lien is called upon;




(2) the
      interest component of Capitalized Lease Obligations paid, accrued and/or
      scheduled to be paid or accrued by such Person and its Subsidiaries (Restricted
      Subsidiaries in the case of the Borrower or Comegua) during such period.




“ **Consolidated
      Net Income** ”
      means
      with respect to any Person for any period, the aggregate net income (or loss)
      of
      such Person and its Subsidiaries for such period on a consolidated basis
      determined in conformity with Mexican GAAP; *provided* that
      the




13




following
      items shall be excluded in computing Consolidated Net Income (without
      duplication):




(1)  net
      after-tax gains (or losses) from Asset Sale Transactions or abandonments or
      reserves relating thereto;




(2)  net
      after-tax items classified as extraordinary gains (or losses);




(3)  for
      purposes of calculating Consolidated Net Income pursuant to Section 5.05(d)(3)
      only, the net income (or loss) of:




(a) any
      Person acquired in a “pooling of interests” transaction accrued prior to the
      date it becomes a Restricted Subsidiary or is merged or consolidated with the
      Borrower or any Restricted Subsidiary; or




(b) a
      Successor Borrower (other than the Borrower or a Restricted Subsidiary) prior
      to
      assuming the Borrower’s obligations under the Loan Documents pursuant to Section
      5.16 .




(4)  the
      net
      income (but not loss) of any Subsidiary of such Person (Restricted Subsidiary
      in
      the case of the Borrower) to the extent that the declaration or payment of
      dividends or similar distributions by such Subsidiary is not, during such
      period, permitted by such Subsidiary’s charter or by-laws or any law,
      regulation, agreement or judgment applicable to any such declaration or payment
      of dividends or similar distribution;




(5)  the
      net
      income (or loss) of any Person other than such Person and its Subsidiaries
      (Restricted Subsidiaries in the case of the Borrower);




(6)  any
      restoration to income of any contingency reserve, except to the extent that
      provision for such reserve was made out of Consolidated Net Income accrued
      at
      any time following the Effective Date; and




(7)  the
      cumulative effect of changes in accounting principles.




“ **Consolidated
      Net Worth** ”
      means,
      for any Person at any time, the consolidated stockholders’ equity of such Person
      at such time, determined on a consolidated basis in accordance with Mexican
      GAAP, less (without duplication) amounts attributable to Disqualified Capital
      Stock of such Person.




“ **Credit
      Facilities** ”
      means
      the Senior Credit Facilities and the Working Capital Facilities.




“ **Credit
      Parties** ”
      means
      the Borrower and the Guarantors.




14




“ **Currency
      Agreement** ”
      means,
      in respect of any Person, any foreign exchange contract, currency swap agreement
      or other similar agreement as to which such Person is a party designed to hedge
      foreign currency risk of such Person.




“ **Default** ”
      means
      any event or condition which constitutes an Event of Default or which upon
      notice, lapse of time or both would, unless cured or waived, become an Event
      of
      Default.




“ **Designation** ”
      and
“ **Designation
      Amount** ”
      have
      the meanings set forth in Section
      5.08 .




“ **Disqualified
      Capital Stock** ”
      means
      that portion of any Capital Stock which, by its terms (or by the terms of any
      security into which it is convertible or for which it is exchangeable at the
      option of the holder thereof), or upon the happening of any event, matures
      or is
      mandatorily redeemable, pursuant to a sinking fund obligation or otherwise,
      or
      is redeemable at the sole option of the holder thereof, in any case, on or
      prior
      to the 91st day after the final maturity date of the Loans. Notwithstanding
      the
      foregoing, the following shall not constitute Disqualified Capital
      Stock:




(a) any
      Capital Stock that would not constitute Disqualified Capital Stock but for
      provisions thereof giving holders thereof the right to require the Borrower
      to
      repurchase or redeem such Capital Stock upon the occurrence of any “asset sale”
      or “change of control” occurring prior to the 91st day after the final maturity
      of the Existing Senior Notes if the “asset sale” or “change of control”
      provisions applicable to such Capital Stock are not more favorable to the
      holders of such Capital Stock than the provisions contained in Section
      5.06 and




(b) Capital
      Stock shall not be deemed to be Disqualified Capital Stock if it may only be
      so
      redeemed solely in consideration of Capital Stock that is not Disqualified
      Capital Stock.




“ **Dollars** ”,
      “ **US$** ”
      or
“ **$** ”
      refers
      to lawful money of the United States.




“ **Environmental
      Laws** ”
      has the
      meaning specified in Section
      3.16 .




“ **Environmental
      Liability** ” **** means
      any
      liability, contingent or otherwise (including any liability for damages, costs
      of remediation, fines, penalties or indemnities), of the Borrower and/or the
      Guarantors directly or indirectly resulting from or based on violation of any
      Environmental Law.




“ **Events
      of Default** ”
      has the
      meaning specified in Article
      6 .




“ **Event
      of Loss** ”
      means
      (i) the loss of destruction of or damage to any Collateral or Real Property
      Collateral, (ii) the condemnation, seizure, confiscation, requisition of the
      use
      or taking by exercise of the power of eminent domain or otherwise of any
      Collateral or Real Property Collateral or (iii) any consensual settlement in
      lieu of any




15




event
      listed in clause (ii), in each case whether in a single event or a series of
      related events, that results in Net Cash Proceeds from all sources in excess
      of
      $5.0 million.




“ **Exchange
      Act** ”
      means
      the U.S. Securities Exchange Act of 1934, as amended, or any successor statute
      or statutes thereto.




“ **Existing
      Lender** ”
      has the
      meaning set forth in the first Recital clause of this Agreement.




“ **Existing
      Senior Note Indenture** ”
      means
      the Indenture dated as of July 23, 2004 between the Borrower and Bank of New
      York, as Trustee, as supplemented by the Supplemental Indenture No. 1 thereto
      dated as of February 7, 2005.




“ **Existing
      Senior Notes** ”
      means
      the Borrower’s US$250 million aggregate principal amount of 10.75% Senior
      Secured Guaranteed Notes due 2011 issued under the Existing Senior Note
      Indenture.




“ **Fair
      Market Value** ”
      means,
      with respect to any asset, the price (after taking into account any liabilities
      relating to such assets) which could be negotiated in an arm’s-length free
      market transaction, for cash, between a willing seller and a willing and able
      buyer, neither of which is under any compulsion to complete the transaction;
      provided, that the Fair Market Value of any such asset or assets will be
      determined conclusively by the Board of Directors of the Borrower acting in
      good
      faith, and will be evidenced by a Board Resolution.




“ **Federal
      Funds Effective Rate** ”
      means,
      for any day, the weighted average of the rates on overnight Federal funds
      transactions with members of the Federal Reserve System arranged by Federal
      funds brokers, as published on the next succeeding Business Day by the Federal
      Reserve Bank of New York, or, if such rate is not so published on such Business
      Day, the average of the quotations for such day for such transactions received
      by the Administrative Agent from three Federal funds brokers of recognized
      standing selected by it.




“ **Federal
      Reserve Board** ”
      means
      the Board of Governors of the Federal Reserve System of the United
      States.




“ **Four
      Quarter Period** ”
      has the
      meaning set forth in the definition of Consolidated Fixed Charge Coverage Ratio
      above.




“ **Governmental
      Authority** ”
      means
      the executive, legislative and judicial branches of power of Mexico or any
      political subdivision thereof, the government of Mexico or any political
      subdivision thereof, or the government of any other nation or any political
      subdivision thereof, whether state or local, and any agency, authority,
      instrumentality, regulatory body, court, central bank or other entity exercising
      executive, legislative, judicial, taxing, regulatory or administrative powers
      or
      functions of or




16




pertaining
      to government (including, without limitation, the United States Federal Reserve
      Board, *Banco
      de México* ,
      the
      CNBV and IPAB).




“ **Grantor
      Subsidiary** ”
      means
      the subsidiaries of the Borrower listed on Schedule I of the Master Collateral
      and Intercreditor Agreement or that are required to become a party to the Master
      Collateral and Intercreditor Agreement from time to time as grantors of
      Collateral under the Collateral Documents.




“ **Grantors** ”
      means
      the Borrower and the Grantor Subsidiaries.




“ **Guarantee** ”
      means
      any obligation, contingent or otherwise, of any Person directly or indirectly
      guaranteeing any Indebtedness of any other Person and, without limiting the
      generality of the foregoing, any obligation, direct or indirect, contingent
      or
      otherwise, of such Person:




(a) to
      purchase or pay, or advance or supply funds for the purchase or payment of,
      such
      Indebtedness of such other Person, whether arising by virtue of partnership
      arrangements, or by agreement to keep-well, to purchase assets, goods,
      securities or services, to take-or-pay, or to maintain financial statement
      conditions or otherwise, or




(b) entered
      into for purposes of assuring in any other manner the obligee of such
      Indebtedness of the payment thereof or to protect such obligee against loss
      in
      respect thereof, in whole or in part,




*provided* ,
      that
“Guarantee” will not include endorsements for collection or deposit in the
      ordinary course of business. “Guarantee” used as a verb has a corresponding
      meaning.




“ **Guarantor** ”
      means
      each Subsidiary listed on the signature pages hereof under the caption
“Guarantors” and each Subsidiary that shall, at any time after the Amendment
      Effective Date, become a “Guarantor” pursuant to the Master Collateral and
      Intercreditor Agreement.




“ **Hedging
      Obligations** ”
      means
      the obligations of any Person pursuant to any Interest Rate Agreement, Currency
      Agreement or Commodity Agreement.




“ **IMSS** ”
      means
      the *Instituto
      Mexicano del Seguro Social* .




“ **Incur** ”
      means,
      with respect to any Indebtedness or other obligation of any Person, to create,
      issue, incur (including by conversion, exchange or otherwise), assume, Guarantee
      or otherwise become liable in respect of such Indebtedness or other obligation
      on the balance sheet of such Person (and “Incurrence,”“Incurred” and “Incurring”
      will have meanings correlative to the preceding).




“ **Indebtedness** ”
      means
      with respect to any Person, without duplication (but excluding Trade
      Payables):




17




(a) the
      principal amount (or, if less, the accreted value) of all obligations of such
      Person for borrowed money;




(b) the
      principal amount (or, if less, the accreted value) of all obligations of such
      Person evidenced by bonds, debentures, Loans or other similar
      instruments;




(c) all
      Capitalized Lease Obligations of such Person;




(d) all
      obligations of such Person issued or assumed as the deferred purchase price
      of
      property, all conditional sale obligations and all obligations under any title
      retention agreement;




(e) all
      letters of credit, banker’s acceptances or similar credit transactions,
      including reimbursement obligations in respect thereof;




(f) Guarantees
      and other contingent obligations of such Person in respect of Indebtedness
      referred to in clauses (a) through (e) above and clauses (h) through (i)
      below;




(g) all
      Indebtedness of any other Person of the type referred to in clauses (a) through
      (f) which is secured by any Lien on any property or asset of such Person, the
      amount of such Indebtedness being deemed to be the lesser of the Fair Market
      Value of such property or asset or the amount of the Indebtedness so
      secured;




(h) all
      obligations under Hedging Obligations of such Person; and




(i) all
      Disqualified Capital Stock issued by such Person with the amount of Indebtedness
      represented by such Disqualified Capital Stock being equal to the greater of
      its
      voluntary or involuntary liquidation preference and its maximum fixed repurchase
      price, but excluding accrued dividends, if any; provided, that:




(i) if
      the
      Disqualified Capital Stock does not have a fixed repurchase price, such maximum
      fixed repurchase price will be


calculated
      in accordance with the terms of the Disqualified Capital Stock as if the
      Disqualified Capital Stock were purchased
      on any


date on which Indebtedness will be required to be determined pursuant to the
      Agreement, and




(ii)     i f
      the
      maximum fixed repurchase price is based upon, or measured by, the fair market
      value of the Disqualified Capital


Stock, the fair market value will be the Fair Market Value thereof.




“ **Independent
      Financial Advisor** ”
      means
      an accounting firm, appraisal firm, investment banking firm or consultant of
      nationally recognized standing that is, in the judgment of the Borrower’s Board
      of Directors, qualified to perform the task for which it has been engaged and
      which is independent in connection with the relevant transaction.




18




“ **INFONAVIT** ”
      means
      the *Instituto
      del Fondo Nacional de la Vivienda para los Trabajadores* of
      Mexico.




“ **Information
      Memorandum** ”
      means
      the Confidential Information Memorandum dated September 2004 relating to the
      Borrower and the transactions contemplated hereby, and including all annexes
      and
      attachments thereto.




“ **Interest
      Period** ”
      means
      in the case of (A) the first Interest Period, the period from and including
      the
      Original Effective Date and ending on January 24, 2005, (B) the second Interest
      Period, the period beginning on January 24, 2005 and ending on the Amendment
      Effective Date and (C) each Interest Period thereafter, each period beginning
      on
      the last day of the Interest Period then ending, and ending on the
      24 th day of
      the third calendar month thereafter, *provided* that:




(i) if
      any
      Interest Period begins on the last Business Day of a calendar month or begins
      on
      a day for which there is no numerically corresponding day in the calendar month
      at the end of such Interest Period, such Interest Period shall end on the last
      Business Day of the calendar month at the end of such Interest
      Period;




(ii) if
      any
      Interest Period would end on a day other than a Business Day, such Interest
      Period shall be extended to the next succeeding Business Day unless such next
      succeeding Business Day would fall in the next calendar month, in which case
      such Interest Period shall end on the next preceding Business Day;
      and




(iii) the
      Interest Period beginning in the third calendar month prior to the Maturity
      Date
      shall end on the Maturity Date.




“ **Interest
      Rate Agreement** ”
      of any
      Person means any interest rate protection agreement (including, without
      limitation, interest rate swaps, caps, floors, collars, derivative instruments
      and similar agreements) and/or other types of hedging agreements designed to
      hedge interest rate risk of such Person.




“ **Investment** ”
      means,
      with respect to any Person, any:




(a) direct
      or
      indirect loan, advance or other extension of credit (including, without
      limitation, a Guarantee) to any other Person,




(b) capital
      contribution (by means of any transfer of cash or other property to others
      or
      any payment for property or services for the account or use of others) to any
      other Person, or




(c) any
      purchase or acquisition by such Person of any Capital Stock, bonds, Loans,
      debentures or other securities or evidences of Indebtedness issued by, any
      other
      Person.




19




“Investment”
      will exclude accounts receivable or deposits arising in the ordinary course
      of
      business. “Invest,”“Investing” and “Invested” will have corresponding
      meanings.




For
      purposes of Section
      5.05 ,
      the
      Borrower will be deemed to have made an “Investment” in an Unrestricted
      Subsidiary at the time of its Designation, which will be valued at the Fair
      Market Value of the sum of the net assets of such Unrestricted Subsidiary at
      the
      time of its Designation and the amount of any Indebtedness of such Unrestricted
      Subsidiary owed to the Borrower or any Restricted Subsidiary immediately
      following such Designation. Any property transferred to or from an Unrestricted
      Subsidiary will be valued at its Fair Market Value at the time of such transfer.
      If the Borrower or any Restricted Subsidiary sells or otherwise disposes of
      any
      Capital Stock of a Restricted Subsidiary (including any issuance and sale of
      Capital Stock by a Restricted Subsidiary) such that, after giving effect to
      any
      such sale or disposition, such Restricted Subsidiary would cease to be a
      Subsidiary of the Borrower, the Borrower will be deemed to have made an
      Investment on the date of any such sale or disposition equal to sum of the
      Fair
      Market Value of the Capital Stock of such former Restricted Subsidiary held
      by
      the Borrower or any Restricted Subsidiary immediately following such sale or
      other disposition and the amount of any Indebtedness of such former Restricted
      Subsidiary Guaranteed by the Borrower or any Restricted Subsidiary or owed
      to
      the Borrower or any other Restricted Subsidiary immediately following such
      sale
      or other disposition.




“ **Investment
      Return** ”
      means,
      in respect of any Investment (other than a Permitted Investment) made after
      the
      Original Effective Date by the Borrower or any Restricted
      Subsidiary:




(a) the
      cash
      proceeds received by the Borrower upon the sale, liquidation, repayment or
      return (in the form of a dividend or otherwise) of such Investment or, in the
      case of a Guarantee, the amount of the Guarantee upon the unconditional release
      of the Borrower and its Restricted Subsidiaries in full, less any payments
      previously made by the Borrower or any Restricted Subsidiary in respect of
      such
      Guarantee;




(b) in
      the
      case of the Revocation of the Designation of an Unrestricted Subsidiary, an
      amount equal to the lesser of:




(i) the
      Borrower’s Investment in such Unrestricted Subsidiary at the time of such
      Revocation;




(ii) that
      portion of the Fair Market Value of the net assets of such Unrestricted
      Subsidiary at the time of Revocation that is proportionate to the Borrower’s
      equity interest in such Unrestricted Subsidiary at the time of Revocation;
      and




(iii) the
      Designation Amount with respect to such Unrestricted Subsidiary upon its
      Designation which was treated as a Restricted Payment; and




20




(c) in
      the
      event the Borrower or any Restricted Subsidiary makes any Investment in a Person
      that, as a result of or in connection with such Investment, becomes a Restricted
      Subsidiary, the existing Investment of the Borrower and its Restricted
      Subsidiaries in such Person,




in
      the
      case of each of (a), (b) and (c), up to the amount of such Investment that
      was
      treated as a Restricted Payment in Section
      5.05 less the
      amount of any previous Investment Return in respect of such
      Investment.




“ **IPAB** ”
      means
      the *Instituto
      para la Protección al Ahorro Bancario of Mexico* .




“ **Lender
      Affiliate** ”
      means,
      (a) with respect to any Lender, (i) an Affiliate of such Lender or (ii) any
      entity (whether a corporation, partnership, trust or otherwise) that is engaged
      in making, purchasing, holding or otherwise investing in bank loans and similar
      extensions of credit in the ordinary course of its business and is administered
      or managed by such Lender or an Affiliate of such Lender and (b) with respect
      to
      any Lender that is a fund which invests in bank loans and similar extensions
      of
      credit, any other fund that invests in bank loans and similar extensions of
      credit and is managed by the same investment advisor as such Lender or by an
      Affiliate of such investment advisor.




“ **Lender
      Documents** ”
      has the
      meaning set forth in Section 7.01.




“ **Lender
      Parties** ”
      means
      the Lenders and the Administrative Agent.




“ **Lenders** ”
      means
      each of the Persons listed on the signature pages hereto (other than the Credit
      Parties and the Administrative Agent, in its capacity as such), and any other
      Person that shall have become a party hereto pursuant to an Assignment, other
      than any such Person that ceases to be a party hereto pursuant to an
      Assignment.




“ **LIBOR** ”
      means,
      for any Interest Period, the rate per annum determined by the Administrative
      Agent at approximately 11:00 a.m. (London time) on the date that is two Business
      Days prior to the beginning of the relevant Interest Period (or in the case
      of
      the first Interest Period, on such first day)by reference to the British
      Bankers’ Association Interest Settlement Rates for deposits in Dollars (as set
      forth by the Bloomberg Information Service or any successor thereto or any
      other
      service selected by the Administrative Agent which has been nominated by the
      British Bankers’ Association as an authorized information vendor for the purpose
      of displaying such rates) for a period equal to such Interest Period; *provided* that, to
      the extent that an interest rate is not ascertainable pursuant to the foregoing
      provisions of this definition, “LIBOR” shall be the interest rate per annum
      determined by the Administrative Agent to be the average of the rates per annum
      at which deposits in Dollars are offered for such relevant Interest Period
      to
      major banks in the London interbank market in London, England by the
      Administrative Agent at approximately 11:00 a.m. (London time) on the date
      that
      is two Business Days prior to the beginning of such Interest
      Period.




21




“ **Lien** ”
      means
      any lien, mortgage, deed of trust, pledge, security interest, charge or
      encumbrance of any kind (including any conditional sale or other title retention
      agreement, any lease in the nature thereof and any agreement to give any
      security interest); provided that the lessee in respect of a Capitalized Lease
      Obligation or Sale and Leaseback Transaction will be deemed to have Incurred
      a
      Lien on the property leased thereunder.




“ **Loan
      Documents** ”
      means
      this Agreement and the Notes (if any).




“ **Loan
      Guarantee** ”
      means,
      for any Guarantor, the Guarantee of the Borrower’s Obligations under the Loans
      and this Agreement provided by such Guarantor pursuant to Article
      8 of this
      Agreement.




“ **Loans** ”
      means
      loans made by the Lenders to the Borrower pursuant to Section
      2.01 of this
      Agreement.




“ **Master
      Collateral and Intercreditor Agreement** ”
      means
      the Master Collateral and Intercreditor Agreement dated as of July 23, 2004,
      among HSBC Bank USA National Association, as collateral and intercreditor agent,
      The Bank of New York, as Trustee, the Borrower, the Grantor Subsidiaries, and
      the other Secured Parties (as defined therein) becoming party thereto from
      time
      to time, attached hereto as Exhibit I.




“ **Material
      Adverse Effect** ”
      means a
      material adverse effect on (a) the business, assets, liabilities (actual or
      contingent), operations, prospects or condition (financial or otherwise) of
      the
      Borrower and its Subsidiaries, taken as a whole, (b) the ability of any Credit
      Party to perform any of its obligations under any Loan Document or (c) the
      rights of or benefits available to any Lender Party under any Loan
      Document.




“ **Material
      Indebtedness** ”
      means
      Indebtedness (other than obligations in respect of the Loans) of the Borrower
      or
      any of its Subsidiaries in an aggregate principal amount exceeding $25 million.
      For purposes of determining Material Indebtedness, the “principal amount” of the
      Hedging Obligations of the Borrower or any of its Subsidiaries at any time
      will
      be the maximum aggregate amount (after giving effect to any netting agreements)
      that the Borrower or any of its Subsidiaries would be required to pay if such
      Hedging Agreement were terminated at such time.




“ **Maturity
      Date** ”
      means
      February 24, 2010 or, if such day is not a Business Day, the immediately
      succeeding Business Day (unless such immediately succeeding Business Day falls
      in another calendar month, in which case the immediately preceding Business
      Day).




“ **Mexican
      GAAP** ”
      means
      generally accepted accounting principles in Mexico that are in effect as of
      the
      date of the issuance of the Existing Senior Notes.




“ **Mexico** ”
      means
      the United Mexican States.




22




“ **Ministry
      of Finance** ”
      means
      the *Secretaria
      de Hacienda y Credito Publico* of
      Mexico.




“ **Moody’s** ”
      means
      Moody’s Investors Service, Inc.




“ **Net
      Cash Proceeds** ”
      means,
      with respect to any Asset Sale, Collateral Asset Sale or Event of Loss, the
      proceeds in the form of cash or Cash Equivalents, including payments in respect
      of deferred payment obligations when received in the form of cash or Cash
      Equivalents received by the Borrower or any of its Restricted Subsidiaries
      from
      such Asset Sale, Collateral Asset Sale or Event of Loss, net of:




(A) reasonable
      out-of-pocket expenses and fees relating to such Asset Sale, Collateral Asset
      Sale or Event of Loss (including, without limitation, legal, accounting and
      investment banking fees and sales commissions);




(B) taxes
      paid or payable in respect of such Asset Sale, Collateral Asset Sale or Event
      of
      Loss after taking into account any reduction in consolidated tax liability
      due
      to available tax credits or deductions and any tax sharing
      arrangements;




(C) repayment
      of Indebtedness that is required to be repaid in connection with such Asset
      Sale
      (but not a Collateral Asset Sale or Event of Loss); and




(D) solely
      with respect to any Asset Sale or Collateral Asset Sale, appropriate amounts
      to
      be provided by the Borrower or any Restricted Subsidiary, as the case may be,
      as
      a reserve, in accordance with Mexican GAAP, against any liabilities associated
      with such Asset Sale or Collateral Asset Sale and retained by the Borrower
      or
      any Restricted Subsidiary, as the case may be, after such Asset Sale or
      Collateral Asset Sale including, without limitation, pension and other
      post-employment benefit liabilities, liabilities related to environmental
      matters and liabilities under any indemnification obligations associated with
      such Asset Sale or Collateral Asset Sale, but excluding any reserves with
      respect to Indebtedness.




“ **Note** ”
      has the
      meaning assigned to it in Section
      2.05(f) .




“ **Obligations** ”
      means,
      with respect to any Indebtedness, any principal, interest (including, without
      limitation, Post-Petition Interest thereon), premium, penalties, fees,
      indemnifications, reimbursements, damages, and other liabilities payable under
      the documentation governing such Indebtedness, including in the case of Loans,
      all principal of and interest (including, with limitation, Post-Petition
      Interest) on, and all premium referred to in Section
      2.04 with
      respect to, the Loans.




“ **Obsolete
      Equipment** ”
      means
      any machinery, equipment, furniture, apparatus, tools or implements or other
      similar property that may be defective or may have become




23




worn
      out
      or obsolete or no longer used or useful in the operations of the Borrower or
      its
      Subsidiaries.




“ **Officer** ”
      means
      the Chairman of the Board, President, Chief Executive Officer, Chief Financial
      Officer, Chief Accounting Officer or the Treasurer of the Borrower.




“ **Officer’s
      Certificate** ”
      means a
      certificate duly executed by any two of the Chief Executive Officer, the Chief
      Financial Officer, the Chief Accounting Officer or the Treasurer of the
      Borrower.




“ **Opinion
      of Counsel** ”
      means a
      written opinion of counsel, who may be an employee of or counsel for the
      Borrower and who shall be reasonably acceptable to the Administrative
      Agent.




“ **Original
      Loan Agreement** ”
      has the
      meaning set forth in the Recitals.




“ **Original
      Effective Date** ”
      means
      the date on which the Original Loan Agreement was effected.




“ **Partial
      Collateral Asset Sale** ”
      has the
      meaning assigned to it in Section
      5.06(b)(i) .




“ **Participants** ”
      has the
      meaning specified in Section
      9.04(d) .




“ **Permitted
      Business** ”
      means
      the business or businesses conducted by the Borrower and its Restricted
      Subsidiaries as of the Original Effective Date and any business ancillary or
      complementary thereto.




“ **Permitted
      Holders** ”
      means
      (i) any member of the Board of Directors of Vitro on the Original Effective
      Date, (ii) a parent, brother or sister of any of the individuals named in clause
      (i), (iii) the spouse or a former spouse of any individual named in clause
      (i)
      or (ii), (iv) the lineal descendants of any person named in clauses (i) through
      (iii) and the spouse or a former spouse of any such lineal descendant, (v)
      the
      estate or any guardian, custodian or other legal representative of any
      individual named in clauses (i) through (iv), (vi) any trust established solely
      for the benefit of any one or more of the individuals named in clauses (i)
      through (v), (vii) any Person in which all of the equity interests are owned,
      directly or indirectly, by any one or more of the Persons named in clauses
      (i)
      through (vi), (viii) the Vitro employee stock option trust and (ix) the Vitro
      employee pension trust.




“ **Permitted
      Indebtedness** ”
      has the
      meaning assigned to it in Section
      5.03(b) .




“ **Permitted
      Investments** ”
      means:




(a) Investments
      by the Borrower or any Restricted Subsidiary in any Person that is, or that
      results in any Person becoming, immediately after such Investment,
      a




24




Restricted
      Subsidiary or constituting a merger or consolidation of such Person into the
      Borrower or with or into a Restricted Subsidiary;




(b) Investments
      by any Restricted Subsidiary in the Borrower;




(c) Investments
      in cash and Cash Equivalents;




(d) any
      extension, modification or renewal of any Investments existing as of the
      Original Effective Date (but not Investments involving additional advances,
      contributions or other investments of cash or property or other increases
      thereof, other than as a result of the accrual or accretion of interest or
      original issue discount or payment-in-kind pursuant to the terms of such
      Investment as of the Original Effective Date);




(e) Investments
      permitted pursuant to Section
      5.11(b)(ii) and Section
      5.11(b)(v) ;




(f) Investments
      received as a result of the bankruptcy or reorganization of any Person or taken
      in settlement of or other resolution of claims or disputes, and, in each case,
      extensions, modifications and renewals thereof;




(g) Investments
      made by the Borrower or its Restricted Subsidiaries as a result of non-cash
      consideration permitted to be received in connection with an Asset Sale made
      in
      compliance with Section
      5.06 ;




(h) Investments
      in the form of Hedging Obligations permitted under Section
      5.03(b)(vii) ;




(i) Investments
      made solely in the form of common equity of the Borrower constituting Qualified
      Capital Stock;




(j) purchases
      of Capital Stock of Vitro in an aggregate amount not to exceed $2 million in
      any
      calendar year by a stock incentive plan for the benefit of employees of the
      Borrower and its Subsidiaries; and




(k) other
      Investments in a Person engaged in a Permitted Business not to exceed $10
      million at any one time outstanding.




“ **Permitted
      Joint Venture** ”
      means
      (i) Comegua and its Subsidiaries for so long as any third party that is not
      an
      Affiliate of Vitro shall directly or indirectly own any of its Capital Stock,
      and (ii) any joint venture or other entity created after the Original Effective
      Date that is a Restricted Subsidiary, the purpose of which is to develop a
      new
      production facility for use in a Permitted Business of the Borrower, none of
      whose assets constitute Collateral and a portion of the Capital Stock of which
      is owned by a third party that is not an Affiliate of Vitro.




25




“ **Permitted
      Liens** ”
      means
      any of the following:




(a) Collateral
      Permitted Liens;




(b) Liens
      securing reimbursement obligations with respect to commercial letters of credit
      which encumber documents and other property relating to such letters of credit
      and products and proceeds thereof;




(c) Liens
      securing Hedging Obligations that relate to Indebtedness that is Incurred in
      accordance with Section
      5.03 and that
      are secured by the same assets as secure such Hedging Obligations;




(d) Liens
      existing on the Original Effective Date and Liens to secure any Refinancing
      Indebtedness which is Incurred to Refinance any Indebtedness which has been
      secured by a Lien permitted in Section
      5.10 not
      incurred pursuant to clause (i) or (j) below and which Indebtedness has been
      Incurred in accordance with Section
      5.03 ;
      provided, that such new Liens:




(i) are
      no
      less favorable to the Lenders with respect to their Loans and are not more
      favorable to the lienholders with respect to such Liens than the Liens in
      respect of the Indebtedness being Refinanced and




(ii) do
      not
      extend to any property or assets other than the property or assets securing
      the
      Indebtedness Refinanced by such Refinancing Indebtedness;




(e) Liens
      securing Acquired Indebtedness Incurred in accordance with Section
      5.03 not
      incurred in connection with, or in anticipation or contemplation of, the
      relevant acquisition, merger or consolidation; provided, that




(i) such
      Liens secured such Acquired Indebtedness at the time of and prior to the
      Incurrence of such Acquired Indebtedness by the Borrower or a Restricted
      Subsidiary and were not granted in connection with, or in anticipation of the
      Incurrence of such Acquired Indebtedness by the Borrower or a Restricted
      Subsidiary and




(ii) such
      Liens do not extend to or cover any property of the Borrower or any Restricted
      Subsidiary other than the property that secured the Acquired Indebtedness prior
      to the time such Indebtedness became Acquired Indebtedness of the Borrower
      or a
      Restricted Subsidiary and are no more favorable to the lienholders than the
      Liens securing the Acquired Indebtedness prior to the Incurrence of such
      Acquired Indebtedness by the Borrower or a Restricted Subsidiary;




(f) purchase
      money Liens securing Purchase Money Indebtedness or a Capitalized Lease
      Obligation which (i) other than in the case of Purchase Money Indebtedness
      or
      Capitalized Lease Obligations Incurred by a Permitted Joint
      Venture,




26




shall
      not
      exceed $50 million in the aggregate outstanding at any one time under this
      clause (f), and (ii) are Incurred to finance the acquisition or leasing of
      property of the Borrower or a Restricted Subsidiary used in a Permitted
      Business; provided, that:




(i) the
      related Purchase Money Indebtedness or Capitalized Lease Obligation does not
      exceed the cost of such property and is not be secured by any property of the
      Borrower or any Restricted Subsidiary other than the property so acquired,




(ii) the
      Lien
      securing such Indebtedness will be created within 90 days of such acquisition,
      and




(iii) the
      acquired or leased property does not replace or constitute maintenance in
      respect of any Collateral and could be disposed of independently from any
      Collateral without materially impairing the operation or value of any
      Collateral.




(g) Liens
      securing Indebtedness not to exceed $25 million outstanding at any one
      time;




(h) Liens
      on
      accounts receivable and related assets granted in connection with a Qualified
      Receivables Transaction;




(i) Liens
      on
      assets or property of Comegua or its Subsidiaries securing Indebtedness of
      Comegua or its Subsidiaries; and




(j) Liens
      securing the obligations of the Borrower or any Restricted Subsidiary pursuant
      to agreements for indemnification, adjustment of purchase price or similar
      obligations, or from Guarantees, letters of credit, escrows or other similar
      instruments, in any case Incurred in connection with the disposition of any
      business, assets or Restricted Subsidiary, in a principal amount not to exceed
      the sales price (including the assumption of Indebtedness) in connection with
      such disposition.




“ **Permitted
      Secured Obligations** ”
      means,
      without duplication, any (1) Senior Indebtedness under any Senior Credit
      Facilities and any Working Capital Facilities and (2) Trade Payables of the
      Borrower or the Guarantors, in each case that rank pari passu with the Loans
      and/or the relevant Loan Guarantees, the holders of which have become parties
      to
      the Master Collateral and Intercreditor Agreement in compliance with Section
      7
      thereof, and are subject to the terms thereof, and the principal amount of
      which, in each case, does not exceed the maximum amounts permitted to be secured
      by Liens in the Collateral in respect of the Senior Credit Facility, Working
      Capital Facilities or the Trade Payables, as the case may be, each as set forth
      in the Master Collateral and Intercreditor Agreement. Permitted Secured
      Obligations shall also include any Post-Petition Interest.




27




“ **Person** ”
      means
      any natural person, corporation, limited liability company, trust, joint
      venture, association, company, partnership, Governmental Authority or other
      entity.




“ **Post-Petition
      Interest** ”
      means
      all interest accrued or accruing after the commencement of any insolvency or
      liquidation proceeding (and interest that would accrue but for the commencement
      of any insolvency or liquidation proceeding) in accordance with and at the
      contract rate (including, without limitation, any rate applicable upon default)
      specified in the agreement or instrument creating, evidencing or governing
      any
      Indebtedness, whether or not, pursuant to applicable law or otherwise, the
      claim
      for such interest is allowed as a claim in such insolvency or liquidation
      proceeding.




“ **Preferred
      Stock** ”
      of any
      Person means any Capital Stock of such Person that has preferential rights
      over
      any other Capital Stock of such Person with respect to dividends, distributions
      or redemptions or upon liquidation.




“ **Prime
      Rate** ”
      means
      the rate of interest per annum announced from time to time by Credit Suisse
      First Boston as its prime rate in effect at its principal office in New York
      City. Each change in the Prime Rate will be effective for purposes hereof from
      and including the date such change is announced as being effective.




“ **Purchase
      Money Indebtedness** ”
      means
      Indebtedness Incurred for the purpose of financing all or any part of the
      purchase price, or other cost (including related expenses) of construction
      or
      improvement of any property; provided, that the aggregate principal amount
      of
      such Indebtedness does not exceed the lesser of the Fair Market Value of such
      property or such purchase price or cost, including any Refinancing of such
      Indebtedness that does not increase the aggregate principal amount (or accreted
      amount, if less) thereof as of the date of Refinancing.




“ **Qualified
      Capital Stock** ”
      means
      any Capital Stock that is not Disqualified Capital Stock and any warrants,
      rights or options to purchase or acquire Capital Stock that is not Disqualified
      Capital Stock that are not convertible into or exchangeable into Disqualified
      Capital Stock.




“ **Qualified
      Receivables Transaction** ”
      means
      either (i) the accounts receivable factoring program existing on the Original
      Effective Date and any successor receivables facility involving the sale or
      other transfers of accounts receivable of the Mexican sales by the Borrower
      and
      its Subsidiaries or any accounts receivable factoring program involving the
      sales or other transfers by Alcali of its accounts receivable, the aggregate
      outstanding amount of which will in no event at any time exceed $81 million
      and
      (ii) sales or other transfers by Comegua and its Subsidiaries of its accounts
      receivable, the aggregate outstanding amount of which will in no event at any
      time exceed $30 million.




“ **Real
      Property** ”
      means
      all real property and buildings and fixtures attached thereto owned by any
      Mexican Grantor Subsidiary on the Original Effective Date.




28




“ **Real
      Property Collateral** ”
      means
      all Real Property that was owned at the date hereof by any Grantor of Real
      Property at any time that the Capital Stock of such Grantor shall be pledged
      pursuant to Section 9.13 of the Master Collateral and Intercreditor
      Agreement.




“ **Refinance** ”
      means,
      in respect of any Indebtedness, to issue any Indebtedness in exchange for or
      to
      refinance, extend, renew, repay, redeem, replace, defease or refund such
      Indebtedness in whole or in part. “Refinanced” and “Refinancing” will have
      correlative meanings.




“ **Refinancing
      Indebtedness** ”
      means
      Indebtedness of the Borrower or any Restricted Subsidiary issued to Refinance
      any other Indebtedness of the Borrower or a Restricted Subsidiary so long
      as:




(a) the
      aggregate principal amount (or initial accreted value, if applicable) of such
      new Indebtedness as of the date of such proposed Refinancing does not exceed
      the
      aggregate principal amount (or accreted value as of such date, if applicable)
      of
      the Indebtedness being Refinanced (plus the amount of any premium required
      to be
      paid under the terms of the instrument governing such Indebtedness and the
      amount of reasonable expenses incurred by the Borrower in connection with such
      Refinancing); or




(b) such
      new
      Indebtedness has:




(i) a
      Weighted Average Life to Maturity that is equal to or greater than the Weighted
      Average Life to Maturity of the Indebtedness being Refinanced, and




(ii) a
      final
      maturity that is equal to or later than the final maturity of the Indebtedness
      being Refinanced; or




(c) if
      the
      Indebtedness being Refinanced is:




(i) Indebtedness
      of the Borrower, then such Refinancing Indebtedness will be Indebtedness of
      the
      Borrower, and




(ii) Subordinated
      Indebtedness, then such Refinancing Indebtedness will be subordinate to the
      Loans, if applicable, at least to the same extent and in the same manner as
      the
      Indebtedness being Refinanced.




“ **Register** ”
      has the
      meaning specified in Section
      9.04(c) .




“ **Related
      Parties** ”
      means,
      with respect to any specified Person, such Person’s Affiliates and the
      respective directors, officers, employees, agents and advisors of such Person
      and its Affiliates.




29




“ **Replacement
      Collateral** ”
      means,
      at any relevant date in connection with a Collateral Asset Sale or Event of
      Loss, assets to be used in the business of the Borrower or the Grantor
      Subsidiaries, which on such date (i) constitute similar assets to Collateral
      or
      Real Property Collateral (in the case of an Event of Loss) disposed of or
      destroyed and do not constitute Capital Stock of any Person (other than with
      respect to any Collateral Asset Sale or Event of Loss of Capital Stock of
      Comegua to which this clause (i) shall not apply), (ii) are to be acquired
      by
      the Borrower or the corresponding Grantor Subsidiary at a purchase price that
      does not exceed the Fair Market Value of such Replacement Collateral, (iii)
      will
      be upon purchase free and clear of all Liens other than Collateral Permitted
      Liens, and (iv) are subject to Collateral Documents to which the owner of the
      Replacement Collateral is a party.




“ **Required
      Lenders** ”
      means,
      at any time, Lenders having outstanding Loans representing at least 51% of
      the
      sum of all outstanding Loans at such time.




“ **Restricted
      Payment** ”
      has the
      meaning set forth under Section
      5.05 .




“ **Restricted
      Subsidiary** ”
      means
      any Subsidiary of the Borrower which at the time of determination is not an
      Unrestricted Subsidiary. When “Restricted Subsidiary” is used with respect to
      Comegua, it means a Subsidiary of Comegua that is a Restricted Subsidiary of
      the
      Borrower.




“ **Revocation** ”
      has the
      meaning set forth in Section
      5.08(c) .




“ **Sale
      and Leaseback Transaction** ”
      means
      any direct or indirect arrangement with any Person or to which any such Person
      is a party providing for the leasing to the Borrower or a Restricted Subsidiary
      of any property, whether owned by the Borrower or any Restricted Subsidiary
      at
      the Original Effective Date or later acquired, which has been or is to be sold
      or transferred by the Borrower or such Restricted Subsidiary to such Person
      or
      to any other Person by whom funds have been or are to be advanced on the
      security of such Property.




“ **S&P** ”
      means
      Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
      Inc.




“ **SAR** ”
      means *Sistema
      de Ahorro para el Retiro* .




“ **SEC** ”
      means
      the U.S. Securities and Exchange Commission, or any successor agency thereto
      with respect to the regulation or registration of securities.




30




“ **Secured
      Obligations** ”
      has the
      meaning set forth in the Master Collateral and Intercreditor
      Agreement.




“ **Secured
      Party** ”
      has the
      meaning set forth in the Master Collateral and Intercreditor
      Agreement.




“ **Secured
      Party Accession Agreement** ”
      has the
      meaning set forth in Section
      4.01(g) .




“ **Securities
      Act** ”
      means
      the U.S. Securities Act of 1933, as amended.




“ **Senior
      Credit Facilities** ”
      means
      (i) this Agreement and the Notes, if any, and the Loans provided hereunder,
      including without limitation the Loan Guarantee provided by the Guarantors
      hereunder and (ii) one or more bank credit facilities of the Borrower or any
      Guarantor, which may be guaranteed by one or more Guarantors, with an initial
      Weighted Average Life to Maturity of at least two years and any other bank
      credit facility of the Borrower or any Guarantor, which may be guaranteed by
      one
      or more Guarantors, with an initial Weighted Average Life to Maturity of at
      least two years replacing or refinancing any such bank credit facilities and
      (iii) any Multilateral Financial Institution Facility (as such term is defined
      in the Existing Senior Note Indenture).




“ **Senior
      Indebtedness** ”
      means
      (a) in respect of the Borrower, the Loans and any other Indebtedness of the
      Borrower that ranks equal in right of payment with the Loans and (b) in respect
      of any Guarantor, its Loan Guarantee and any other Indebtedness that ranks
      equal
      in right of payment with such Loan Guarantee set forth in Article
      8 hereof.




“ **Senior
      Lender Claims** ”
      has the
      meaning set forth in the Master Collateral and Intercreditor Agreement.




“ **Significant
      Subsidiary** ”
      means a
      Subsidiary of the Borrower constituting a “Significant Subsidiary” of the
      Borrower in accordance with Rule 1-02(w) of Regulation S-X under
      the
      Securities Act in effect on the date hereof, except that all references to
      10%
      in Rule 102(w) are replaced with 5%.




“ **SOFIVSA** ”
      means
      Servicios y Operaciones Financieras Vitro, S.A. de C.V., a Wholly Owned
      Subsidiary of Vitro.




“ **Statutory
      Reserve Adjustment** ”
      means a
      fraction (expressed as a decimal), the numerator of which is the number one
      and
      the denominator of which is the number one minus the aggregate of the maximum
      reserve percentages (including any marginal, special, emergency or supplemental
      reserves) expressed as a decimal established by the Federal Reserve Board to
      which the Administrative Agent is subject with respect to eurocurrency funding
      (currently referred to as “Eurocurrency Liabilities” in Regulation D of the
      Federal Reserve Board). Such reserve percentages will include those imposed
      pursuant to such Regulation D. Loans will be deemed to constitute eurocurrency
      funding and to be subject to such reserve requirements without benefit of or
      credit for proration, exemptions or offsets that may be available from time
      to
      time to any Lender under such Regulation D or any comparable regulation. The
      Statutory Reserve Adjustment will be adjusted automatically on and as of the
      effective date of any change in any applicable reserve percentage.




31




“ **Subordinated
      Indebtedness** ”
      means,
      with respect to the Borrower or any Guarantor, any Indebtedness of the Borrower
      or such Guarantor which is expressly subordinated in right of payment to the
      Loans or such Guarantor’s Guarantee hereunder, as the case may be.




“ **Subsidiary** ”
      means,
      with respect to any Person, any other Person (i) of which such Person owns,
      directly or indirectly, more than 50% of the voting power of the other Person’s
      outstanding Voting Stock and (ii) any other Person that is combined or
      consolidated in accordance with Mexican GAAP with such Person for purposes
      of
      financial reporting.




“ **Taxing
      Jurisdiction** ”
      has the
      meaning assigned to it in Section
      5.14(a) .




“ **Trade
      Payables** ”
      means,
      with respect to any Person, any accounts payable owed by such Person arising
      in
      the ordinary course of business in connection with the acquisition of goods
      or
      services and required to be paid within one year from the date of Incurrence
      thereof, which constitute accounts payable and are considered current
      liabilities in accordance with Mexican GAAP.




“ **Trustee** ”
      means
      the party named as the “Trustee” from time to time with respect to the Existing
      Senior Notes under the Indenture therefor.




“ **United
      States** ”
      means
      the United States of America.




“ **Unrestricted
      Subsidiary** ”
      means
      any Subsidiary of the Borrower Designated as such pursuant to Section
      5.08 .
      Any
      such Designation may be revoked by a Board Resolution of the Borrower, subject
      to the provisions of Section
      5.08 .




“ **U.S.
      GAAP** ”
      means
      generally accepted accounting principles in the United States that are in effect
      as of the date of the issuance of the Existing Senior Notes.




“ **Vitro** ”
      means
      Vitro, S.A. de C.V.




“ **Vitro
      Restricted Subsidiary** ”
      means
      any Subsidiary (other than the Borrower and its Subsidiaries) of Vitro that
      is a
“Restricted Subsidiary” pursuant to the Agreement, dated as of October 22, 2003,
      between Vitro and Wachovia Bank National Association with respect to Vitro’s
      11.75% Senior Loans due 2013 or the Agreement, dated May 1, 1997, among SOFIVSA,
      Vitro as guarantor, and Texas Commerce Bank National Association with respect
      to
      SOFIVSA’s 11 3/8% Loans due 2007, in each case as amended from time to
      time.




“ **Voting
      Stock** ”
      with
      respect to any Person, means securities of any class of Capital Stock of such
      Person entitling the holders thereof (whether at all times or only so long
      as no
      senior class of stock has voting power by reason of any contingency) to vote
      in
      the election of members of the Board of Directors (or equivalent governing
      body)
      of such Person.




32




“ **Weighted
      Average Life to Maturity** ”
      means,
      when applied to any Indebtedness at any date, the number of years (calculated
      to
      the nearest one-twelfth) obtained by dividing:




(1) the
      then
      outstanding aggregate principal amount or liquidation preference, as the case
      may be, of such Indebtedness into:




(2) the
      sum
      of the products obtained by multiplying:




(a)    
the
      amount of each then remaining installment, sinking fund, serial maturity or
      other required payment of principal or


liquidation preference, as the case may be, including payment at final maturity,
      in respect thereof, by




(b)    
the
      number of years (calculated to the nearest one-twelfth) which will elapse
      between such date and the making of such payment.




“ **Wholly
      Owned Restricted Subsidiary** ”
      means
      any Restricted Subsidiary that is a Wholly Owned Subsidiary of the
      Borrower.




“ **Wholly
      Owned Subsidiary** ”
      with
      respect to any Person, a Subsidiary of which all of the outstanding Capital
      Stock of which (other than, in the case of a Restricted Subsidiary not organized
      in the United States, directors’ qualifying shares or an immaterial amount of
      shares required to be owned by other Persons pursuant to applicable law) is
      owned by such Person or any other Person that satisfies the definition of Wholly
      Owned Subsidiary with respect to such Person.




*Section
      1.02* *. 
      Terms Generally.* The
      definitions of terms herein (including those incorporated by reference to
      another document) apply equally to the singular and plural forms of the terms
      defined. Whenever the context may require, any pronoun includes the
      corresponding masculine, feminine and neuter forms. The words “ **include** ”,
      “ **includes** ”
      and
“ **including** ”
      shall
      be deemed to be followed by the phrase “ **without
      limitation** ”.
      The
      word “ **will** ”
      shall
      be construed to have the same meaning and effect as the word “ **shall** ”.
      Unless
      the context requires otherwise, (a) any
      definition of or reference to any agreement, instrument or other document herein
      shall be construed as referring to such agreement, instrument or other document
      as from time to time amended, supplemented or otherwise modified (subject to
      any
      restrictions on such amendments, supplements or modifications set forth herein), (b) any
      reference herein to any Person shall be construed to include such Person’s
      successors and assigns, (c) the
      words “ **herein** ”,
      “ **hereof** ”
      and
“ **hereunder** ”,
      and
      words of similar import, shall be construed to refer to this Agreement in its
      entirety and not to any particular provision hereof, (d) all
      references herein to Articles, Sections, Exhibits and Schedules shall be
      construed to refer to Articles and Sections of, and Exhibits and Schedules
      to,
      this Agreement and (e) the
      words “asset” and “property” shall be construed to have the same meaning and
      effect and to refer to any and all tangible and intangible assets and
      properties, including cash, securities, accounts and contract rights. Any
      definition of a




33




term
      incorporated by reference from the Existing Senior Note Indenture, the Master
      Collateral and Intercreditor Agreement or any other Collateral Document is
      used
      as such definition is included in the such agreement as in effect on the date
      of
      this Agreement, without giving effect to any amendment or modification thereof
      except with the prior written approval of the Required Lenders and Credit
      Parties.




*Section
      1.03* *. 
      Accounting Terms; Changes in GAAP.* Except
      as
      otherwise expressly provided herein, all terms of an accounting or financial
      nature shall be construed in accordance with Mexican GAAP.




ARTICLE 2


THE
      CREDITS




*Section
      2.01* *. 
      Commitments.*   (a)  *The
      Loans* .
      On the
      Original Effective Date, the Persons who were initially Lenders under this
      Agreement made a loan to the Borrower in a principal amount equal to its
      Commitment. Amounts
      repaid in respect of the Loans may not be reborrowed. On the Amendment Effective
      Date, the aggregate outstanding principal amount of the Loans is US$150
      million.




(b)  *Termination
      of the Commitments on the Original Effective Date* .
      The
      Commitments were terminated on the Original Effective Date immediately after
      the
      Borrowing.




*Section
      2.02* *.* [This
      Section left blank intentionally.]




Section
      2.03 . [This
      Section left blank intentionally.]




Section
      2.04 . *Interest
      Rate; Premium upon Repayment.* (a) The
      Loans shall bear interest for each day, subject to clause (b) of this Section
      2.04(a) and to Section
      2.08 ,
      at a
      rate equal to (x) Adjusted LIBOR for the then current Interest Period *plus* (y) the
      Applicable Margin.




(b)  Notwithstanding
      the foregoing, if any principal of or interest on any Loan or any fee or other
      amount payable by the Borrower hereunder is not paid when due, whether at stated
      maturity, upon acceleration or otherwise, such amount, while overdue, shall
      bear
      interest, to the extent permitted by law, after as well as before judgment,
      at a
      rate per annum equal to (x) in the case of overdue principal of any Loan, 2%
      plus the rate otherwise applicable to such Loan as provided in the preceding
      subsections of this Section or (y) in the case of any other amount, 2% plus
      the
      Base Rate plus the Applicable Margin.




(c)  Interest
      accrued on each Loan shall be payable in arrears on the last day of each
      Interest Period; *provided* that (i) interest
      accrued pursuant to clause (b) above
      shall




34




be
      payable on demand and (ii) upon any
      repayment of any Loan, interest accrued on the principal amount repaid shall
      be
      payable on the date of such repayment.




(d)  All
      interest hereunder will be computed on the basis of a year of 360 days, except
      that interest computed by reference to the Alternate Rate shall be determined
      as
      agreed in accordance with Section
      2.08 ,
      and
      interest computed by reference to the Base Rate at times when the Base Rate
      is
      based on the Prime Rate will be computed on the basis of a year of 365 days
      (or
      366 days in a leap year), and in each case will be payable for the actual number
      of days elapsed (including the first day but excluding the last day (including
      in the case of any calculation thereof for an Interest Period)). Each applicable
      Base Rate or Adjusted LIBOR shall be determined by the Administrative Agent,
      and
      its determination thereof will be conclusive absent manifest error.




(e)  Any
      payment of principal of the Loans in whole or in part, other than prepayments
      made pursuant to an Asset Sale Offer and scheduled amortization payments
      required to be made pursuant to Section
      2.05(b) prior to
      the Maturity Date, shall be made at the relevant percentage of the principal
      amount thereof set forth below and corresponding to the period set forth below
      in which such payment is made:




***Period***
            ***Percentage
                of Principal***Amendment
                Effective Date through February 24, 2006
            105%February
                25, 2006 through February 24, 2007
            102%February
                25, 2007 through February 24, 2008
            101%February
                25, 2008 and thereafter
            100%





Section
      2.05 . *Payment
      at Maturity; Evidence of Debt* . (a) The
      Borrower unconditionally promises to pay to the Administrative Agent on the
      Maturity Date, for the account of each Lender, the then unpaid principal amount
      of such Lender’s Loan (together with accrued and unpaid interest thereon to the
      Maturity Date and premium with respect thereto).




(b)  *Scheduled
      Amortization* .
      The
      Borrower shall repay to the Administrative Agent for the ratable account of
      the
      Lenders on each of the dates set forth below, an aggregate principal amount
      of
      all Loans equal to the amount set forth below opposite such date:




**Date**
              **Principal
                  Amount**February
                  24, 2006
              US$5,000,000February
                  24, 2007
              US$5,000,000February
                  24, 2008
              US$7,500,000
   35
  February
                  24, 2009
              US$7,500,000Maturity
                  Date
              All
                  remaining amounts





(c)  Each
      Lender shall maintain in accordance with its usual practice an account or
      accounts evidencing the indebtedness of the Borrower to such Lender resulting
      from the Loan made by such Lender, including the amounts of principal and
      interest payable and paid to such Lender from time to time.




(d)  The
      Administrative Agent shall maintain accounts in which it shall record (i) the
      amount of each Loan made hereunder, (ii) the
      amount of any principal or interest due and payable or to become due and payable
      from the Borrower to each Lender hereunder and (iii) the
      amount of any sum received by the Administrative Agent hereunder for the account
      of the Lenders and each Lender’s share thereof.




(e)  The
      entries made in the accounts maintained pursuant to subsections (c) and (d) of this
      Section shall be *prima*  *facie* evidence
      of the existence and amounts of the obligations recorded therein; *provided* that any
      failure by any Lender or the Administrative Agent to maintain such accounts
      or
      any error therein shall not affect the Borrower’s obligation to repay the Loans
      in accordance with the terms of this Agreement.




(f)  Any
      Lender may request that the Loan made by it be evidenced by a promissory note
      (any such promissory note, a “ **Note** ”).
      In
      such event, the Borrower shall prepare, execute and deliver to such Lender
      a
      Note substantially in the form of Exhibit E and payable to the order of such
      Lender (or, if requested by such Lender, to such Lender and its registered
      assigns).




Section
      2.06 . *Optional
      and Mandatory Prepayments* . (a)  *Optional
      Prepayments* .
      The
      Borrower will have the right at any time to prepay any Borrowing in whole or
      in
      part, subject to the provisions of this Section.




(b)  *Mandatory
      Prepayments.* ** The
      Borrower shall prepay Loans in the manner and to the extent required in
      connection with any Asset Sale Offer in accordance with the provisions of Section
      5.06 .




**(c)  *Notice
      of and Provisions for Prepayments.* The
      Borrower shall notify the Administrative Agent by telephone (confirmed by
      telecopy) of any prepayment of the Borrowing hereunder not later than 11:00
      a.m., New York City time, five Business Days before the date of prepayment.
      Each
      such notice shall be irrevocable and shall specify the prepayment date, the
      principal amount of the Borrowing or portion thereof to be prepaid and, in
      the
      case of a mandatory prepayment, a reasonably detailed calculation of the amount
      of such prepayment. Promptly after it receives any such notice, the
      Administrative Agent shall advise the Lenders of the contents
      thereof. Each
      partial prepayment of the Loans shall be applied ratably to all Loans of the
      Lenders. Each




36




prepayment
      of the Loans, in whole or in part, shall be accompanied by accrued interest
      thereunder to the date of such prepayment, and premium, if any, with respect
      thereto.




Section
      2.07 . *Fees* . (a) The
      Borrower shall pay to the Administrative Agent, for its own account, fees
      payable in the amounts and at the times separately agreed upon by the Borrower
      and the Administrative Agent.




(b)  All
      fees
      payable hereunder shall be paid on the dates due, in immediately available
      funds, to the Administrative Agent for distribution to the Lenders entitled
      thereto. Fees paid shall not be refundable under any circumstances.




(c) The
      Borrower shall pay to the Administrative Agent, for the account of all Lenders
      party hereto immediately prior to the assignments to be effected pursuant to
      Section 4.02 on the Amendment Effective Date, ratably in accordance with the
      outstanding principal amount of their Loans outstanding at such time, a fee
      in
      the amount of US$1,500,000 (which fee shall be deemed to be payment of any
      prepayment premium that would otherwise be required under Section 2.04(e) of
      the
      Original Loan Agreement.)




Section
      2.08 . *Alternate
      Rate of Interest.* If
      before
      the beginning of any Interest Period:




(i)  the
      Administrative Agent determines (which determination will be conclusive absent
      manifest error) that adequate and reasonable means do not exist for ascertaining
      Adjusted LIBOR for such Interest Period; or




(ii)  Lenders
      whose Loans to be included in the Borrowing aggregate at least 51% thereof
      advise the Administrative Agent that Adjusted LIBOR for such Interest Period
      will not adequately and fairly reflect the cost to such Lenders of making or
      maintaining such Loans for such Interest Period;




then
      the
      Administrative Agent shall give notice thereof to the Borrower and the Lenders
      by telephone or telecopy as promptly as practicable thereafter and, until the
      Administrative Agent notifies the Borrower and the Lenders that the
      circumstances giving rise to such notice no longer exist, the Loans shall bear
      interest at a rate for each day equal to (x) the Base Rate for such day *plus* (y) the
      Applicable Margin for the then current Interest Period *minus* 1% *per
      annum* (such
      rate for any day, the “ **Alternate
      Rate** ”).




Section
      2.09 . *Increased
      Costs* . (a) If any
      Change in Law (other than a Change in Law affecting taxes) shall:




(i)  impose,
      modify or deem applicable any reserve, special deposit or similar requirement
      against assets of, deposits with or for the account of, or credit extended
      by,
      any Lender (except any such reserve requirement reflected in Adjusted LIBOR);
      or




37




(ii)  impose
      on
      any Lender or the London interbank market any other condition affecting this
      Agreement or Loan made by such Lender;




and
      the
      result of any of the foregoing shall be to increase the cost to such Lender,
      by
      an amount which such Lender deems to be material, of making or maintaining
      any
      Loan or reduce any amount received or receivable by such Lender hereunder
      (whether of principal, interest or otherwise), then, subject to Section
      2.09 (e),
      the
      Borrower shall pay to such Lender such additional amount or amounts as will
      compensate it for such additional cost incurred or reduction suffered. If any
      Lender becomes entitled to claim any additional amounts pursuant to this Section
      2.09 (a),
      it
      shall provide prompt notice thereof to the Borrower, through the Administrative
      Agent, certifying (i) that one of the events described in this Section
      2.09(a) has
      occurred and describing in reasonable detail the nature of such event, (ii)
      as
      to the increased cost or reduced amount resulting from such event and (iii)
      as
      to the additional amount demanded by such Lender and a reasonably detailed
      explanation of the calculation thereof.




(b)  If
      any
      Lender determines that any Change in Law regarding capital requirements has
      or
      would have the effect of reducing the rate of return on such Lender’s capital or
      on the capital of such Lender’s holding company, if any, as a consequence of
      this Agreement or the Loans made by such Lender to a level below that which
      such
      Lender or such Lender’s holding company could have achieved but for such Change
      in Law (taking into consideration such Lender’s policies and the policies of
      such Lender’s holding company with respect to capital adequacy) by an amount
      deemed by such Lender to be material, then, subject to Section
      2.09(e) ,
      from
      time to time after submission by such Lender to the Borrower (with a copy to
      the
      Administrative Agent) of a written request therefor certifying (i) that
      an event described in this Section
      2.09(b) has
      occurred and describing in reasonable detail the nature of such event, (ii) as
      to the reduction of the rate of return on capital resulting from such event
      and (iii) as
      to the additional amount or amounts demanded by such Lender or its holding
      company and a reasonably detailed explanation of the calculation thereof, the
      Borrower shall pay to such Lender such additional amount or amounts as will
      compensate it or its holding company for any such reduction
      suffered.




(c)  Notwithstanding
      anything herein to the contrary, at any time that any Loan is affected by the
      circumstances described in paragraphs (a) or (b) of this Section
      2.09 ,
      the
      Borrower may, if the affected Loan is then outstanding, upon at least five
      Business Days written notice to the Administrative Agent, repay the Loan of
      the
      affected Lender (including all accrued interest and fees); *provided* that if
      more than one Lender is affected at any time, then all affected Lenders must
      be
      treated the same pursuant to this  Section
      2.09(c) .




(d)  A
      certificate of a Lender setting forth the amount or amounts necessary to
      compensate it or its holding company, as the case may be, as specified in
      subsection (a) or (b) of this Section shall be delivered to the Borrower and
      shall be conclusive absent




38




manifest
      error. The Borrower shall pay such Lender the amount shown as due on any such
      certificate within 10 days after receipt thereof.




(e)  Failure
      or delay by any Lender to demand compensation pursuant to this Section will
      not
      constitute a waiver of its right to demand such compensation; *provided* that the
      Borrower will not be required to compensate a Lender pursuant to this Section
      for any increased cost or reduction incurred more than 180 days before it
      notifies the Borrower of the Change in Law giving rise to such increased cost
      or
      reduction and of its intention to claim compensation therefor. However, if
      the
      Change in Law giving rise to such increased cost or reduction is retroactive,
      then the 180-day period referred to above will be extended to include the period
      of retroactive effect thereof.




Section
      2.10 . *Break
      Funding Payments* .
      If (a) any
      principal of any Loan is repaid on a day other than the last day of an Interest
      Period applicable thereto (including as a result of an Event of Default) or (b) the
      Borrower fails to borrow or prepay any Loan on the date specified in any notice
      delivered pursuant hereto, then the Borrower shall compensate each Lender for
      its loss, cost and expense attributable to such event. In the case of a Loan,
      such loss, cost and expense to any Lender shall be deemed to include an amount
      determined by such Lender to be the excess, if any, of (x) the amount of
      interest that would have accrued on the principal amount of such Loan had such
      event not occurred, at Adjusted LIBOR that would have been applicable to such
      Loan, for the period from the date of such event to the end of the then current
      Interest Period therefor (or, in the case of a failure to borrow, convert or
      continue, the Interest Period that would have begun on the date of such
      failure), over (y) the amount of interest that would accrue on such principal
      amount for such period at the interest rate which such Lender would bid were
      it
      to bid, at the beginning of such period, for dollar deposits of a comparable
      amount and period from other banks in the eurodollar market. If any Lender
      becomes entitled to claim any amounts under this Section
      2.10 ,
      it
      shall provide prompt notice thereof to the Borrower, through the Administrative
      Agent, certifying (i) that one
      of the events described in clause (a) or (b) has occurred and describing in
      reasonable detail the nature of such event, (ii) as to
      the loss or expense sustained or incurred by such Lender as a consequence
      thereof and (iii) as to
      the amount for which such Lender seeks compensation hereunder and a reasonably
      detailed explanation of the calculation thereof. A certificate of any Lender
      setting forth any amount or amounts that such Lender is entitled to receive
      pursuant to this Section shall be delivered to the Borrower and shall be
      conclusive absent manifest error. The Borrower shall pay such Lender the amount
      shown as due on any such certificate within 10 days after receipt
      thereof.




Section
      2.11 .  *Payments
      Generally; Pro Rata Treatment; Sharing of Set-offs* . (a) The
      Borrower shall make each payment required to be made by it under the Loan
      Documents (whether of principal, interest or fees or amounts payable under Section
      2.09 ,
      2.10 or 5.14 or
      otherwise) before the time expressly required under the relevant Loan Document
      for such payment (or, if no such time is expressly required, before 12:00 noon,
      New York City time), on the date when due, in immediately available




39




funds,
      without set-off or counterclaim. Any amount received after such time on any
      day
      may, in the sole discretion of the Administrative Agent, be deemed to have
      been
      received on the next succeeding Business Day for purposes of calculating
      interest thereon. All such payments shall be made to the Administrative Agent
      through wire transfer of immediately available funds to the Administrative
      Agent’s account at Bank of New York, ABA 021000018, A/C Name: CSFB Agency Cayman
      Account, A/C Number: 8900492627, Reference: Vitro; except that payments pursuant
      to Sections Section
      2.09 ,
      2.10, 5.14 and 9.03 shall be
      made directly to the Persons entitled thereto and payments pursuant to other
      Loan Documents shall be made to the Persons specified therein. The
      Administrative Agent shall distribute any such payment received by it for the
      account of any other Person to the appropriate recipient promptly after receipt
      thereof. If any payment under any Loan Document shall be due on a day that
      is
      not a Business Day, the date for payment will be extended to the next succeeding
      Business Day and, if such payment accrues interest, interest thereon will be
      payable for the period of such extension. All payments under each Loan Document
      shall be made in Dollars.




(b)  If
      at any
      time insufficient funds are received by and available to the Administrative
      Agent to pay fully all amounts of principal, interest and fees then due
      hereunder, such funds shall be applied (i) first,
      to pay interest and fees then due hereunder, ratably among the parties entitled
      thereto in accordance with the amounts of interest and fees then due to such
      parties, and (ii) second,
      to pay principal then due hereunder, ratably among the parties entitled thereto
      in accordance with the amounts of principal then due to such
      parties.




(c)  Subject
      to the terms of the Master Collateral and Intercreditor Agreement (including
      Sections 5.01 and 5.02 thereof), if any Lender shall, by exercising any right of set-off or
      counterclaim or otherwise, obtain payment in respect of any principal of or
      interest on any of its Loans resulting in such Lender receiving payment of
      a
      greater proportion of the aggregate amount of its Loans and accrued interest
      thereon than the proportion received by any other Lender, then the Lender
      receiving such greater proportion shall purchase (for cash at face value)
      participations in the Loans of other Lenders to the extent necessary so that
      the
      benefit of all such payments shall be shared by the Lenders ratably in
      accordance with the aggregate amount of principal of and accrued interest on
      their respective Loans; *provided* that (i) if any
      such participations are purchased and all or any portion of the payment giving
      rise thereto is recovered, such participations shall be rescinded and the
      purchase price restored to the extent of such recovery, without interest, and (ii) the
      provisions of this subsection shall not apply to any payment made by the
      Borrower pursuant to and in accordance with the express terms of this Agreement
      or any payment obtained by a Lender as consideration for the assignment of
      or
      sale of a participation in any of its Loans to any assignee or participant,
      other than to the Borrower or any Subsidiary or Affiliate thereof (as to which
      the provisions of this subsection shall apply). Subject to the terms of the
      Master Collateral and Intercreditor Agreement (including Sections 5.01 and 5.02 thereof), the Borrower consents to the foregoing




40




and
      agrees, to the extent it may effectively do so under applicable law, that any
      Lender acquiring a participation pursuant to the foregoing arrangements may
      exercise against the Borrower rights of set-off and counterclaim with respect
      to
      such participation as fully as if such Lender were a direct creditor of the
      Borrower in the amount of such participation.




(d)  Unless,
      before the date on which any payment is due to the Administrative Agent for
      the
      account of one or more Lender Parties hereunder, the Administrative Agent
      receives from the Borrower notice that the Borrower will not make such payment,
      the Administrative Agent may assume that the Borrower has made such payment
      on
      such date in accordance herewith and may, in reliance on such assumption,
      distribute to each relevant Lender Party the amount due to it. In such event,
      if
      the Borrower has not in fact made such payment, each Lender Party severally
      agrees to repay to the Administrative Agent forthwith on demand the amount
      so
      distributed to such Lender Party with interest thereon, for each day from and
      including the day such amount is distributed to it to but excluding the day
      it
      repays the Administrative Agent, at the greater of the Federal Funds Effective
      Rate and a rate determined by the Administrative Agent in accordance with
      banking industry rules on interbank compensation.




(e)  If
      any
      Lender fails to make any payment required to be made by it pursuant to Section 2.11(d) ,
      4.02 or Section
      9.03(c) ,
      the
      Administrative Agent may, in its discretion (notwithstanding any contrary
      provision hereof), apply any amounts thereafter received by the Administrative
      Agent for the account of such Lender to satisfy such Lender’s obligations under
      such Sections until all such unsatisfied obligations are fully
      paid.




Section
      2.12 . *Lender’s
      Obligation to Mitigate.* If
      any
      Lender requests compensation under Section
      2.09 ,
      or if
      the Borrower is required to pay any additional amount to any Lender or any
      Governmental Authority for the account of any Lender pursuant to Section
      5.14 ,
      then
      such Lender shall use reasonable efforts to designate a different lending office
      for funding or booking its Loans hereunder or to assign its rights and
      obligations hereunder to another of its offices, branches or affiliates, if,
      in
      the reasonable judgment of such Lender, such designation or assignment **Error!
      Bookmark not defined.** would
      eliminate or reduce amounts payable pursuant to Section
      2.09 or Section
      5.14 ,
      as the
      case may be, in the future, **Error!
      Bookmark not defined.** would
      not subject such Lender to any unreimbursed cost or expense (unless the Borrower
      agrees to reimburse such Lender for any such costs and expenses) and **Error!
      Bookmark not defined.** would
      not otherwise be disadvantageous to such Lender. The Borrower shall pay all
      reasonable costs and expenses incurred by any Lender in connection with any
      such
      designation or assignment.




*Section
      2.13* *. 
      Judgment Currency* *.* If
      for
      the purpose of obtaining judgment in any court it is necessary to convert a
      sum
      due from the Borrower under any Loan Document in the currency expressed to
      be
      payable in such Loan Document (the “ **specified
      currency** ”)
      into
      another currency, the parties hereto agree, to the fullest extent that they
      may
      effectively do so, that the rate of exchange used shall be that at which in
      accordance with normal banking procedures the Administrative Agent could
      purchase the specified currency with such other currency at the Administrative
      Agent’s




41




New
      York
      City office at 11:00 a.m. (New York City time) on the Business Day preceding
      that on which final judgment is given. The obligations of the Borrower in
      respect of any sum due to any Lender or the Administrative Agent under any
      Loan
      Document shall, notwithstanding any judgment in a currency other than the
      specified currency, be discharged only to the extent that on the Business Day
      following receipt by such Lender or the Administrative Agent (as the case may
      be) of any sum adjudged to be so due in such other currency such Lender or
      the
      Administrative Agent (as the case may be) may in accordance with normal banking
      procedures purchase the specified currency with such other currency. If the
      amount of the specified currency so purchased is less than the sum originally
      due to such Lender or the Administrative Agent, as the case may be, in the
      specified currency, the Borrower agrees, to the fullest extent that it may
      effectively do so, as a separate obligation and notwithstanding any such
      judgment, to indemnify such Lender or the Administrative Agent, as applicable,
      against such loss, and if the amount of the specified currency so purchased
      exceeds (i) the sum
      originally due to such Lender or the Administrative Agent, as applicable, and (ii) any
      amounts shared with other Lenders as a result of allocations of such excess
      as a
      disproportionate payment to such Lender under Section
      2.11 ,
      such
      Lender or the Administrative Agent, as applicable, agrees to remit such excess
      to the Borrower.




ARTICLE
      3


REPRESENTATIONS
      AND WARRANTIES




Each
      Credit Party represents and warrants to the Lender Parties that:




Section
      3.01 .  
      *O* *rganization;
      Powers* .
      Each of
      the Borrower and its Subsidiaries has been duly incorporated, is validly
      existing under the laws of the jurisdiction in which it was incorporated and,
      where applicable, is in good standing under the laws of the jurisdiction in
      which it is chartered or organized with full corporate power and authority
      to
      own or lease, as the case may be, and to operate its properties and conduct
      its
      business and is duly qualified to do business as a foreign corporation and
      is in
      good standing under the laws of each jurisdiction that requires such
      qualification, other than where the failure to be so qualified or in good
      standing would not have a Material Adverse Effect.




*Section
      3.02* *. 
      Stock.* Except
      as otherwise set forth in Schedule 3.02, (a) all the
      outstanding shares of Capital Stock of each Subsidiary of the Borrower have
      been
      duly authorized and validly issued and are fully paid and nonassessable, and (b) all
      outstanding shares of Capital Stock of the Subsidiaries of the Borrower are
      owned by the Borrower either directly or through Wholly Owned Subsidiaries
      free
      and clear of any Lien other than Permitted Liens or Collateral Permitted Liens,
      as the case may be.




Section
      3.03 . *Authorization;
      Enforceability* .
      The
      execution, delivery and performance of (x) the Loan Documents, (y) the
      Collateral Documents (including the Secured Party Accession Agreement), and
      (z)
      the borrowing of the Loans and the other




42




transactions
      contemplated hereby or thereby are, or will be, within the corporate powers
      of
      each Credit Party party thereto and have been, or will be, duly authorized
      by
      all necessary corporate and, if required, stockholder action. This Agreement
      and
      each Collateral Document has been duly executed and delivered by the Borrower
      and each of its Subsidiaries party hereto or thereto and constitutes, and each
      other Loan Document to which any Credit Party is to be a party, when executed
      and delivered by such Credit Party, will constitute, a legal, valid and binding
      obligation enforceable against each of the Borrower and any Credit Party that
      is
      a party thereto, in accordance with its terms, subject to applicable bankruptcy, *concurso
      mercantil* ,
      insolvency, reorganization, moratorium, tax, labor and other laws affecting
      creditors’ rights generally and subject to general principles of equity,
      regardless of whether considered in a proceeding in equity or at
      law.




Section
      3.04 . *Governmental
      Approvals* .
      No
      consent, approval, authorization, filing with or order of any court or
      governmental agency or body is required in connection with the transactions
      contemplated in the Loan Documents, except such as may be required under the
      Loan Documents.




*Section
      3.05* *. 
      No Conflicts.* None of
      the execution and delivery of the Loan Documents and the Secured Party Accession
      Agreement, the consummation of any other of the transactions therein
      contemplated, nor the fulfillment of the terms thereof will conflict with,
      result in a breach or violation or imposition of any Lien upon any property
      or
      assets of the Borrower or any of its Subsidiaries pursuant to, (i) the *estatutos
      sociales* or
      comparable constituting documents of Vitro, the Borrower or any of their
      Subsidiaries; (ii) the
      terms of any indenture, contract, lease, mortgage, deed of trust, note
      agreement, loan agreement or other agreement, obligation, condition, covenant
      or
      instrument (other than the Collateral Documents) to which Vitro, the Borrower
      or
      any of their Subsidiaries is a party or bound or to which its or their property
      is subject; or (iii) any
      statute, law, rule, regulation, judgment, order or decree of any court,
      regulatory body, administrative agency, governmental body, arbitrator or other
      authority having jurisdiction over Vitro, the Borrower or any of their
      Subsidiaries or any of its or their properties.




Section
      3.06 . *Financial
      Statements; No Material Adverse Change* . (a) The
      Borrower has heretofore furnished to the Lenders (i) its
      audited combined consolidated balance sheet as of December 31, 2003 and the
      related audited combined consolidated statements of income, stockholders’ equity
      and changes in financial position for the fiscal year then ended, reported
      on by
      Deloitte Touche Tohmatsu, independent public accountants, and (ii) its
      unaudited combined consolidated balance sheet as of September 30, 2004, and
      the
      related combined consolidated statements of income and changes in financial
      position for the portion of the fiscal year then ended, all certified by its
      chief financial officer. Such financial statements present fairly, in all
      material respects, the financial position of the Borrower and its consolidated
      Subsidiaries as of such dates and their results of operations and changes in
      financial position for such periods in




43




accordance
      with Mexican GAAP, subject to normal year-end adjustments and the absence of
      footnotes in the case of the statements referred to in clause (ii) above.




(b)  Since
      December 31, 2003, there has been no Material Adverse Effect.




Section
      3.07 . *Litigation.* Except
      as set forth on Schedule 3.07, no action, suit or proceeding by or before any
      court or governmental agency, authority or body or any arbitrator involving
      the
      Borrower or any of its Subsidiaries or its or their property is pending or,
      to
      the best knowledge of the Borrower, threatened that, in each case, could
      reasonably be expected to have a Material Adverse Effect.




*Section
      3.08* *. 
      Collateral Documents.* All
      representations made in the Collateral Documents entered into on or prior to
      the
      Amendment Effective Date continue to be true on and as of the Amendment
      Effective Date and the Borrower and the Grantor Subsidiaries continue to be
      in
      compliance with all of their respective covenants and obligations under the
      Collateral Documents entered into on or prior to the Original Effective Date
      on
      and after the Amendment Effective Date.




*Section
      3.09* *. 
      Properties.* (a) Except
      as set forth in Schedule 3.09(a), each of the Borrower and its Subsidiaries
      has
      good and marketable title in fee simple to all real property purported to be
      owned by it and owns all of its personal property purported to be owned by
      it,
      in each case, free and clear of all liens, encumbrances, claims and defects
      except (i) in the
      case of Collateral (or property in respect of which the Borrower or any of
      its
      Subsidiaries has agreed in the Master Collateral and Intercreditor Agreement
      to
      use reasonable best efforts to create a perfected security interest after the
      date of the issuance of the Existing Senior Notes), Collateral Permitted Liens
      and (ii) in the
      case of property other than Collateral, Permitted Liens. The Collateral
      Permitted Liens do not and will not materially and adversely affect the value
      of
      the Collateral.




(b)  The
      Borrower and its Subsidiaries own, possess, license or have other rights to
      use
      all patents, patent applications, trade and service marks, trade and service
      mark registrations, trade names, copyrights, licenses, inventions, trade
      secrets, technology, know-how and other intellectual property (collectively,
      the
“ **Intellectual
      Property** ”)
      necessary for the conduct of the Borrower’s business as now conducted, except
      where the failure to own, possess, license or have other rights to use such
      Intellectual Property would not reasonably be expected to have a Material
      Adverse Effect. Except as set forth in Schedule 3.09(b), there is no pending
      or,
      to the Borrower’s knowledge, threatened action, suit, proceeding or claim by
      others challenging the validity or scope of any of the Intellectual Property
      that could reasonably be expected to have a Material Adverse Effect, and the
      Borrower is unaware of any facts that would form a reasonable basis for any
      such
      claim. Except as set forth in Schedule 3.09(b), (i) there is
      no pending or, to the Borrower’s knowledge, threatened action, suit, proceeding
      or claim by others that the Borrower or any of its Subsidiaries infringes or
      otherwise violates any patent, trademark, copyright, trade secret or other
      proprietary rights of others that could reasonably be expected to have a
      Material Adverse Effect, and (ii) the




44




Borrower
      is unaware of any other fact that would form a reasonable basis for any such
      claim.




*Section
      3.10* *. 
      Compliance with Laws and Agreements.* Except
      for laws relating to taxes, which are covered in Section
      3.12 below,
      neither the Borrower nor any of its Subsidiaries is in violation or default
      of (a) any
      provision of its *estatutos
      sociales* or
      comparable constituting documents; (b) the
      terms of any indenture, contract, lease, mortgage, deed of trust, note
      agreement, loan agreement or other agreement, obligation, condition, covenant
      or
      instrument to which it is a party or bound or to which its property is subject;
      or (c) any
      statute, law, rule, regulation, judgment, order or decree applicable to the
      Borrower or any of its Subsidiaries of any court, regulatory body,
      administrative agency, governmental body, arbitrator or other authority having
      jurisdiction over the Borrower or such subsidiary or any of its properties,
      as
      applicable, other than violations and defaults with respect to clauses (b) and (c) which
      individually and in the aggregate do not have and would not reasonably be
      expected to have a Material Adverse Effect.




Section
      3.11 . *Investment
      and Holding Company Status* .
      None of
      the Borrower and its Subsidiaries is (a) an
“investment company” as defined in, or subject to regulation under, the
      Investment Company Act of 1940 or (b) a
“holding company” or “subsidiary company” of a holding company as defined in, or
      subject to regulation under, the Public Utility Holding Company Act of
      1935.




Section
      3.12 . *Taxes* . (a) There
      are no stamp or other issuance or transfer taxes or duties or other similar
      fees
      or charges required to be paid in connection with the execution and delivery
      of
      this Agreement or Borrowing hereunder.




(b)  Each
      of
      the Borrower and its Subsidiaries has filed all foreign, federal, state and
      local tax returns that are required to be filed or has requested extensions
      thereof (except in any case in which the failure so to file would not have
      a
      Material Adverse Effect) and has paid all taxes required to be paid by it and
      any other assessment, fine or penalty levied against it, to the extent that
      any
      of the foregoing is due and payable, except for any such assessment, fine or
      penalty that is currently being contested in good faith or as would not have
      a
      Material Adverse Effect.




*Section
      3.13* *. 
      Labor.* No
      labor
      problem or dispute with the employees of the Borrower or any of its Subsidiaries
      exists or, to the knowledge of the Borrower, is threatened or imminent, and
      the
      Borrower is not aware of any existing or imminent labor disturbance by the
      employees of any of its or its Subsidiaries’ principal suppliers, contractors or
      customers, except as would not have a Material Adverse Effect.




*Section
      3.14* *. 
      Insurance.* The
      Borrower and each of its Subsidiaries are insured by insurers of recognized
      financial responsibility against such losses and risks and in such amounts
      as
      are prudent and customary in the businesses in which they are engaged; all
      policies of insurance and fidelity or surety bonds insuring the Borrower or
      any
      of its Subsidiaries or their respective businesses, assets, employees, officers
      and directors are




45




in
      full
      force and effect; the Borrower and its Subsidiaries are in compliance in all
      material respects with the terms of such policies and instruments; there are
      no
      material claims by the Borrower or any of its Subsidiaries under any such policy
      or instrument as to which any insurance company is denying liability or
      defending under a reservation of rights clause; neither the Borrower nor any
      of
      its Subsidiaries has been refused any insurance coverage sought or applied
      for;
      and neither the Borrower nor any of its Subsidiaries has any reason to believe
      that it will not be able to renew its existing insurance coverage as and when
      such coverage expires or to obtain similar coverage from similar insurers as
      may
      be necessary to continue its business at a cost that would not have a Material
      Adverse Effect.




*Section
      3.15* *. 
      Conduct of Business.* (a) The
      Borrower and its Subsidiaries possess all licenses, certificates, permits and
      other authorizations issued by the appropriate federal, state or foreign
      regulatory authorities necessary to conduct their respective businesses, other
      than such licenses, certificates, permits or other authorization the failure
      of
      which to possess would not have a Material Adverse Effect; neither the Borrower
      nor any of its Subsidiaries has received any notice of proceedings relating
      to
      the revocation or modification of any such license, certificate, authorization
      or permit which, singly or in the aggregate, if the subject of an unfavorable
      decision, ruling or finding, would reasonably be expected to have a Material
      Adverse Effect.




(b)  The
      Borrower and each of its Subsidiaries maintain a system of internal accounting
      controls sufficient to provide reasonable assurance that (i) transactions
      are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial
      statements in conformity with Mexican GAAP and to maintain asset accountability; (iii) access
      to assets is permitted only in accordance with management’s general or specific
      authorization; and (iv) the
      recorded accountability for assets is compared with the existing assets at
      reasonable intervals and appropriate action is taken with respect to any
      differences.




*Section
      3.16* *. 
      Environmental and Regulatory Matters.* (a) The
      Borrower and its Subsidiaries (i) are in
      compliance with any and all applicable Mexican and foreign, federal, state
      and
      local laws and regulations relating to the protection of human health and
      safety, the environment or hazardous or toxic substances or wastes, pollutants
      or contaminants (“ **Environmental
      Laws** ”); (ii) have
      received and are in compliance with all permits, licenses or other approvals
      required of them under applicable Environmental Laws to conduct their respective
      businesses; and (iii) have not
      received notice of any actual or potential liability under any Environmental
      Law, except, in the case of clauses (i) through (iii) ,
      where
      such non-compliance with Environmental Laws, permits, licenses or other
      approvals, failure to receive required permits, licenses or other approvals,
      or
      liability would not, individually or in the aggregate, have a Material Adverse
      Effect. Except as set forth in Schedule 3.16 ,
      neither
      the Borrower nor any of its Subsidiaries has been named as a “potentially
      responsible party” under the




46




Comprehensive
      Environmental Response, Compensation, and Liability Act of 1980, as
      amended.




(b)  In
      the
      ordinary course of its business, the Borrower periodically reviews the effect
      of
      Environmental Laws on the business, operations and properties of the Borrower
      and its Subsidiaries, in the course of which it identifies and evaluates
      associated costs and liabilities (including, without limitation, any capital
      or
      operating expenditures required for clean-up, closure of properties or
      compliance with Environmental Laws, or any permit, license or approval, any
      related constraints on operating activities and any potential liabilities to
      third parties). On the basis of such review, the Borrower has reasonably
      concluded that such associated costs and liabilities could not, singly or in
      the
      aggregate, reasonably be expected to have a Material Adverse
      Effect.




(c)  The
      operations of the Borrower and its Subsidiaries are and have been conducted
      at
      all times in compliance with applicable financial recordkeeping and reporting
      requirements of the Currency and Foreign Transactions Reporting Act of 1970,
      as
      amended, the money laundering statutes of all jurisdictions, the rules and
      regulations thereunder and any related or similar rules, regulations or
      guidelines, issued, administered or enforced by any governmental agency
      (collectively, the “ **Money
      Laundering Laws** ”)
      and no
      action, suit or proceeding by or before any court or governmental agency,
      authority or body or any arbitrator involving the Borrower or any of its
      Subsidiaries with respect to the Money Laundering Laws is pending or, to the
      best knowledge of the Borrower, threatened.




(d)  None
      of
      the Borrower, any of its Subsidiaries or, to the knowledge of the Borrower,
      any
      director, officer, agent, employee or Affiliate of the Borrower or any of its
      Subsidiaries is currently subject to any U.S. sanctions administered by the
      Office of Foreign Assets Control of the U.S. Department of the Treasury
      (“ **OFAC** ”);
      and
      the Borrower will not directly or indirectly use the proceeds of the Loans,
      or
      lend, contribute or otherwise make available such proceeds to any subsidiary,
      joint venture partner or other person or entity, for the purpose of financing
      the activities of any person currently subject to any U.S. sanctions
      administered by OFAC.




Section
      3.17 . *Disclosure* .
      The
      Information Memorandum, as supplemented and updated by other information
      provided by the Borrower to the Lenders in writing prior the Amendment Effective
      Date electronically or otherwise, all taken as a whole, does not contain any
      untrue statement of a material fact or omits to state any material fact
      necessary to make the statements therein, in the light of the circumstances
      under which they were made, not misleading; *provided* that,
      with respect to any projected financial information, the Borrower represents
      only that such information was prepared in good faith based on assumptions
      believed to be reasonable at the time.




Section
      3.18 . *Pari
      Passu Status.* The
      obligations of each Credit Party under the Loan Documents constitute direct
      and
      unconditional obligations of such Credit Party




47




and
      rank (i)  *pari
      passu* in right
      of payment with other Secured Obligations and (ii) at least *pari
      passu* in right
      of payment and in all other respects, with all other obligations of such Credit
      Party at any time outstanding ;
      except
      (i) with respect to assets that are subject to Permitted Liens and (ii) that
      in
      any bankruptcy proceeding initiated in Mexico pursuant to the laws of Mexico,
      labor claims (with respect to base salary, exclusively for a period of two
      years), claims of tax authorities for unpaid taxes (filed prior to registration
      of the Collateral Documents, as applicable), social security quotas, workers’
      housing fund quotas, retirement fund quotas and secured obligations will have
      priority over claims of the Administrative Agent and the Lenders.




Section
      3.19 . *Subsidiaries* .
      Schedule 3.19 sets forth the name of, and the ownership interest of the Borrower
      in, each of its Subsidiaries and identifies each Subsidiary that is a Guarantor,
      in each case as of the Amendment Effective Date. All the Borrower’s Subsidiaries
      are, and will at all times be, except as required or permitted under Mexican
      GAAP, fully consolidated in its consolidated financial statements. As of the
      Amendment Effective Date, each Subsidiary that is a “Guarantor” under the
      Existing Senior Note Indenture is a Guarantor under this Agreement.




Section
      3.20 . *Solvency* .
      As of
      the Amendment Effective Date, (i) the fair
      value of the assets of each Credit Party, at a fair valuation, exceeds its
      debts
      and liabilities, subordinated, contingent or otherwise; (ii) the
      present fair saleable value of the property of each Credit Party exceeds the
      amount that will be required to pay the probable liability of its debts and
      other liabilities, subordinated, contingent or otherwise, as such debts and
      other liabilities become absolute and matured; (iii) each
      Credit Party will be able to pay its debts and liabilities, subordinated,
      contingent or otherwise, as such debts and liabilities become absolute and
      matured; and (iv) no
      Credit Party has unreasonably small capital with which to conduct the business
      in which it is engaged as such business is now conducted and proposed to be
      conducted after the Amendment Effective Date.




Section
      3.21 . *Senior
      Debt* .
      All
      Obligations under this Agreement and the Notes, including without limitation
      all
      obligations to pay principal of and interest (including without limitation
      all
      Post-Petition Interest) and any fees, expenses and other payment obligations
      hereunder, constitute Senior Lender Claims and Secured Obligations. Without
      limitation of the foregoing, each of the Lenders and the Administrative Agent
      is
      a Secured Party with respect to all such Secured Obligations arising under
      the
      Loan Documents.




Section
      3.22 . *Legal
      Form.*  (a) Each of
      the Loan Documents is in proper legal form under all applicable laws for the
      enforcement thereof in accordance with their respective terms against the
      parties thereto under such laws. To ensure the legality, validity,
      enforceability or admissibility into evidence of the Loan Documents, it is
      not
      necessary that any of such Loan Documents or any other document be filed or
      recorded with any applicable Governmental Authority (other than registration
      of
      the Mexican Collateral Documents with the corresponding public registry of
      Mexico) or that any stamp or similar tax (other than registration fees and
      local
      taxes in the State of Jalisco,




48




Mexico,
      for recordation of a mortgage in such jurisdiction) be paid on or in respect
      of
      this Agreement or any Note, or any other such document, except that in the
      event
      that any legal proceedings with respect to any Loan Document are brought in
      the
      courts of Mexico, a Spanish translation of the documents required in such
      proceedings prepared by a Mexican court-approved translator would have to be
      approved by the court after the defendant had been given an opportunity to
      be
      heard with respect to the accuracy of such translation, and the proceedings
      would thereafter be based upon the translated documents. Any judgment against
      the Borrower obtained in a non-Mexican state or federal court to which the
      Borrower is submitting pursuant to Section
      9.09(b) hereof
      (other than judgments on the Mexican Collateral Documents) is capable of being
      enforced in the courts of Mexico, subject to the satisfaction of all applicable
      procedural requirements.




(b)  Neither
      the Borrower nor any of its property has any immunity on the ground of
      sovereignty or otherwise, from the jurisdiction of any court or from any legal
      process (whether through service or notice, attachment prior to judgment,
      attachment in aid of execution, execution or otherwise) under any applicable
      laws in respect of the obligations of the Borrower under the Loan Documents
      or
      from the execution or enforcement of any judgment resulting therefrom, and
      if
      the Borrower or any of its revenues, assets or properties should become entitled
      to any such right of immunity, the Borrower has effectively waived such right
      pursuant to Section
      9.09(e) .




(c)  It
      is not
      necessary in order for any Lender Party to enforce any of its rights or remedies
      under the Loan Documents or solely by reason of the execution, delivery and
      performance by the Borrower of the Loan Documents, that any Lender Party be
      licensed or qualified with any Mexican Governmental Authority or be entitled
      to
      carry on business in any jurisdiction.




(d)  Any
      certificate signed by any officer of the Borrower and delivered to the
      Administrative Agent (or its counsel) in connection with the Loans and this
      Agreement shall be deemed a representation and warranty by the Borrower, as
      to
      matters covered thereby, to each Lender.




ARTICLE
      4


CONDITIONS




Section
      4.01 . *Amendment
      Effective Date* .
      The
      Amendment Effective Date and the Amendment and Restatement effected pursuant
      to
      this Agreement shall not become effective until the date on which each of the
      following conditions is satisfied (or waived in accordance with Section
      9.02 ):




(a)  The
      Administrative Agent (or its counsel) shall have received from each party to
      this Agreement either (i) a
      counterpart hereof signed on behalf of such party or (ii) written
      evidence satisfactory to the Administrative Agent (which may
      include




49




telecopy
      transmission of a signed signature page) that such party has signed a
      counterpart of this Agreement.




(b)  The
      Administrative Agent shall have received a favorable written opinion (addressed
      to the Administrative Agent and the Lenders and dated the Amendment Effective
      Date) of each of (i) Cravath,
      Swaine & Moore LLP, special New York counsel to the Borrower and the
      Guarantors, (ii) Lic.
      Francisco Romero, General Counsel to the Borrower and the Guarantors, and (iii) Kuri
      Brena, Sanchez Ugarte, Corcuera y Aznar, S.C., special Mexican counsel to the
      Borrower and the Guarantors, substantially in the form of Exhibits B-1, B-2
      and
      B-3, respectively. The Borrower requests such counsel to deliver such
      opinions.




(c)  The
      Administrative Agent shall have received a favorable written opinion (addressed
      to the Administrative Agent and the Lenders and dated the Amendment Effective
      Date) of each of (i) Davis
      Polk & Wardwell, special New York counsel to the Administrative Agent and (ii) Haynes
& Boone, S.C. special Mexican counsel to the Administrative Agent,
      substantially in the form of Exhibits C-1 and C-2, respectively, in each case
      covering such matters relating to the Loan Documents as the Required Lenders
      may
      reasonably request. The Borrower requests such counsel to deliver such
      opinions.




(d)  The
      Administrative Agent shall have received such documents and certificates as
      the
      Administrative Agent or its counsel may reasonably request relating to (i) the
      organization, existence and good standing of each Credit Party, (ii) the
      authorization of the Borrowing hereunder (including the execution and delivery
      of, and performance by such Credit Party of its obligations under, each Loan
      Document to which it is a party) and any other transactions contemplated hereby
      and (iii) any
      other legal matters relating to the Credit Parties, the Loan Documents or such
      other transactions, all in form and substance satisfactory to the Administrative
      Agent and its counsel.




(e)  The
      Administrative Agent shall have received a certificate, dated the Amendment
      Effective Date and signed by the President, a Vice President or an Officer
      of
      the Borrower, confirming compliance with the conditions set forth in clauses
      (l)
      and (m) of this Section.




(f)  The
      Credit Parties shall have paid all fees and other amounts due and payable to
      the
      Lender Parties on or before the Amendment Effective Date, including, to the
      extent invoiced, all out-of-pocket expenses (including reasonable and documented
      fees, charges and disbursements of counsel for the Administrative Agent and
      local counsel for the Lenders) required to be reimbursed or paid by any Credit
      Party under the Loan Documents.




(g)  The
      Administrative Agent shall have received (i) the
      Accession Agreement dated as of September 24, 2004 among the Borrower, the
      Collateral and




50




Intercreditor
      Agent, the Grantor Subsidiaries party to the Original Loan Agreement, and the
      Administrative Agent, as supplemented by the Accession Agreement dated as of
      February 24, 2005, substantially in the form attached as Exhibit D hereto,
      duly
      completed with respect to the Obligations under this Agreement and the Notes
      and
      duly executed by the Borrower, the Collateral and Intercreditor Agent, and
      the
      Administrative Agent, on behalf of itself and the Lenders, pursuant to this
      Agreement (together, the “ **Secured
      Party Accession Agreement** ”)
      and (ii) evidence
      reasonably satisfactory to it of the satisfaction of the conditions set forth
      in
      Section 7.1 the Master Collateral and Intercreditor Agreement with respect
      to
      such Obligations being treated as “Secured Obligations” thereunder.




(h)  The
      Administrative Agent shall have received certification, substantially in the
      form of Exhibit F hereto, as to the financial condition and solvency of the
      Borrower and its Subsidiaries from the Chief Financial Officer of the
      Borrower.




(i)  No
      changes or developments shall have occurred, and no new or additional
      information, shall have been received or discovered by the Administrative Agent
      or the Lenders regarding the Borrower and its Subsidiaries after January 31,
      2005 as a result of their continuing investigation or otherwise that either
      individually or in the aggregate, could reasonably be expected to have a
      Material Adverse Effect.




(j)  There
      shall not have occurred a material adverse change in the business, assets,
      properties, liabilities (actual and contingent), operations, condition
      (financial or otherwise) or prospects of the Borrower and its Subsidiaries,
      taken as a whole, since December 31, 2003.




(k)  CT
      Corporation System shall have been appointed as Process Agent for the period
      through the Maturity Date in accordance with Section
      9.09(d) .




(l)  The
      representations and warranties of each Credit Party set forth in the Loan
      Documents shall be true in all material respects on and as of the Amendment
      Effective Date.




(m)  After
      giving effect to the Amendment and Restatement, no Default shall have occurred
      and be continuing.




(n)  The
      Administrative Agent shall have received the fee referred to in Section 2.07(c)
      for the accounts of the Existing Lenders.




Promptly
      after the Amendment Effective Date occurs, the Administrative Agent shall notify
      the Borrower and the Lenders thereof, and such notice shall be conclusive and
      binding. Notwithstanding the foregoing, the Amendment and Restatement shall
      not
      become effective unless each of the foregoing conditions is satisfied (or waived
      pursuant to Section
      9.02 )
      before
      5:00 p.m., New York City time, on March 1, 2005.




51




Section
      4.02 . *Consequences
      of Effectiveness* . (a) On the
      Amendment Effective Date, without further action by any of the parties thereto, (i) the
      Original Loan Agreement will be automatically amended and restated to read
      as
      this Agreement reads and (ii) the
      rights and obligations of the Terminating Lenders (as defined in the Assignment
      and Assumption) under the Agreement will terminate, *provided* that
      their rights under Sections 2.10, 5.14 and 9.03(b) will
      survive including, in the case of rights under Section 2.10, for any amounts
      that would be owed if the Loans outstanding immediately prior to the Amendment
      Effective Date had been prepaid or continued on the Amendment Effective Date
      and
      such date were not the last day of an Interest Period. The rights and
      obligations of the parties to the Original Loan Agreement with respect to the
      period prior to the Amendment Effective Date shall continue to be governed
      by
      the provisions thereof as in effect prior to the Amendment Effective
      Date.




(b) On
      and
      effective as of the Amendment Effective Date (immediately prior to the other
      amendments effected by this Agreement), certain of the Existing Lenders are
      assigning their Loans or a portion thereof, in each case as in effect
      immediately prior to the Amendment Effective Date, to certain other Existing
      Lenders or other Persons that will become Lenders hereunder, all pursuant to
      the
      Master Assignment and Assumption Agreement dated as of February 24, 2005 (the
      “ **Assignment
      and Assumption** ”)
      among
      the “Assignors” and “Assignees”, in each case as referred to and defined
      therein. By its execution and delivery of this Agreement, (i) each of the
      Lenders that is an Assignee under the Assignment and Assumption acknowledges
      that it is, and agrees to be, a party bound by the terms of the Assignment
      and
      Assumption as an Assignee, and (ii) the Borrower acknowledges that it is, and
      agrees to be, bound by the terms of the Assignment and Assumption, and in each
      case such Lender or the Borrower, as applicable, agrees that it shall perform
      its obligations as an Assignee or as the Borrower (as applicable) thereunder
      fully as though such Lender or the Borrower (as applicable) had executed and
      delivered a counterpart of the Assignment and Assumption. The Borrower and
      Administrative Agent hereby consent to each such assignment and assumption
      effected pursuant to the Assignment and Assumption, and the parties hereto
      agree
      that such assignments and assumptions shall be deemed to be effected in
      accordance with Section 9.04(b) of this Agreement notwithstanding any
      limitations (including on amount) expressed therein. As soon as practicable
      following the Amendment Effective Date, the Borrower shall reimburse each
      Assignor under the Assumption and Assignment in accordance with Section 2.10
      for
      any funding losses incurred in connection with its assignment of a Loan or
      portion thereof on the Amendment Effective Date as if such Loan or portion
      thereof had been prepaid on the Amendment Effective Date. Each
      Lender (including solely for this purpose, any Terminating Lender, as defined
      in
      the Assignment and Assumption) that received a Note under the Original Loan
      Agreement (an "Original Note") and did not exchange its Original
      Note for a new Note (a “ **New
      Note** ”)
      issued
      under the Loan Agreement as
      in
      effect immediately after the Amendment Effective Date shall use reasonable
      efforts to promptly deliver to the Borrower its Original Note, but
      only
      subject to, in the case of any such delivering Lender that is not a
      Terminating Lender, receipt by such Lender of a New Note in such
      Lender's




52




name
      duly
      executed by the Borrower.




ARTICLE
      5


COVENANTS




Section
      5.01 . *Compliance
      Certificate* *.* The
      Borrower and each Guarantor shall deliver to the Administrative Agent within
      90
      days after the end of each fiscal year of the Borrower, an Officer’s Certificate
      stating that in the course of the performance by the signers of their duties
      as
      Officers of the Borrower or such Guarantor, as the case may be, they would
      normally have knowledge of any Default or Event of Default and whether or not
      the signers know of any Default or Event of Default that occurred during such
      period or following such event, as the case may be. If they do, the certificate
      shall describe the Default or Event of Default, its status and what action
      the
      Borrower or such Guarantor is taking or proposes to take with respect
      thereto.




Section
      5.02 . *Waiver
      of Stay, Extension or Usury Laws* *.* The
      Borrower and each Guarantor covenants (to the fullest extent permitted by
      applicable law) that it will not at any time insist upon, plead, or in any
      manner whatsoever claim or take the benefit or advantage of, any stay or
      extension law or any usury law or other law that would prohibit or forgive
      the
      Borrower or such Guarantor from paying all or any portion of the principal
      of or
      interest on the Loans as contemplated herein, wherever enacted, now or at any
      time hereafter in force, or which may affect the covenants or the performance
      of
      this Agreement. The Borrower and each Guarantor hereby expressly waives (to
      the
      fullest extent permitted by applicable law) all benefit or advantage of any
      such
      law, and covenants that it will not hinder, delay or impede the execution of
      any
      power herein granted to the Administrative Agent, but will suffer and permit
      the
      execution of every such power as though no such law had been
      enacted.




Section
      5.03 . *Limitation
      on Incurrence of Additional Indebtedness* *.*  (a) The
      Borrower will not, and will not cause or permit any of its Restricted
      Subsidiaries to, directly or indirectly, Incur any Indebtedness, including
      Acquired Indebtedness, without duplication, or permit any Restricted Subsidiary
      to Incur Preferred Stock, except that:




(i)  the
      Borrower, any Guarantor or a Permitted Joint Venture (other than Comegua and
      its
      Subsidiaries) may Incur Indebtedness, including Acquired Indebtedness, if,
      at
      the time of and immediately after giving pro forma effect to the Incurrence
      thereof and the application of the proceeds therefrom, the Consolidated Fixed
      Charge Coverage Ratio of the Borrower is greater than (x) 2.50 to 1.00, if
      such
      Indebtedness is Incurred on or prior to July 23, 2006, (y) 2.75 to 1.00 if
      such
      Indebtedness is Incurred after July 23, 2006 but on or prior to July 23, 2008,
      and (z) 3.00 to 1.00 if such Indebtedness is Incurred after July 23, 2008;
      or




(ii)  Comegua
      and its Subsidiaries may Incur Indebtedness, including Acquired Indebtedness,
      if, at the time of and immediately after giving pro forma




53




effect
      to
      the Incurrence thereof and the application of the proceeds therefrom, the
      Consolidated Fixed Charge Coverage Ratio of Comegua is greater than (x)
      2.50
      to 1.00, if such Indebtedness is Incurred on or prior to July 23, 2006, (y)
      2.75
      to 1.00 if such Indebtedness is Incurred after July 23, 2006 but on or prior
      to
      July 23, 2008, and (z) 3.00 to 1.00 if such Indebtedness is Incurred after
      July
      23, 2008 .




(b)  Notwithstanding
      clause (a) above, the Borrower and its Restricted Subsidiaries, as applicable,
      may Incur the following Indebtedness, including Acquired Indebtedness, if
      applicable (“ **Permitted
      Indebtedness** ”):




(i)  Indebtedness
      of the Borrower in respect of the Existing Senior Notes not to exceed an amount
      equal to (A) the
      lesser of (i) $250 million and (ii) $400 million minus the aggregate principal
      amount of all Senior Credit Facilities at any one time outstanding, minus (B) the sum
      of (x) the aggregate principal amount of any Indebtedness incurred to refinance
      the Existing Senior Notes pursuant to (xi)(B) below at any one time outstanding
      and (y) the amount of all permanent repayments, redemptions, repurchases or
      reductions of commitments, as applicable, in respect of the Existing Senior
      Notes and the Senior Credit Facilities made
      with
      the Net Cash Proceeds of an Asset Sale, a Collateral Asset Sale or Event of
      Loss in order
      to comply with Section
      3.9 of the Existing Senior Note Indenture ;




(ii)  Indebtedness
      Incurred by the Borrower and any Guarantor under any
      Senior Credit Facilities (including Indebtedness under the Loan Documents and
      any other Indebtedness deemed to be a Senior Credit Facility after the date
      hereof) in an aggregate principal amount at any one time outstanding not to
      exceed an amount equal to (A) $400
      million minus the aggregate principal amount of the Existing Senior Notes at
      any
      one time outstanding,  minus (B) the sum
      of (x) the aggregate principal amount of any Indebtedness incurred to refinance
      the Existing Senior Notes pursuant to (xi)(B) below at any one time outstanding
      and (y) the amount of all permanent repayments, redemptions, repurchases or
      reductions of commitments, as applicable, in respect of the Existing Senior
      Notes and the Senior Credit Facilities made with the Net Cash Proceeds of an
      Asset Sale, a Collateral Asset Sale or Event of Loss in order to comply with Section
      3.9 of the Existing Senior Note Indenture ;




(iii)  Indebtedness
      of the Borrower or any Guarantor to Vitro or SOFIVSA, in an aggregate principal
      amount not to exceed $400 million at any one time outstanding, minus any amounts
      outstanding at any one time under the Senior Credit Facilities;




(iv)  Indebtedness
      of the Borrower or any Guarantor in respect of a Qualified Receivables
      Transaction;




54




(v)  Indebtedness
      of the Borrower or any Guarantor Incurred for working capital needs, to fund
      capital expenditures and to make interest payments, in each case in the ordinary
      course of business, in an aggregate principal amount not to exceed $75 million
      at any one time outstanding;




(vi)  Indebtedness
      of the Borrower and its Restricted Subsidiaries outstanding on the Original
      Effective Date;




(vii)  Hedging
      Obligations entered into by the Borrower and its Restricted Subsidiaries in
      the
      ordinary course of business and not for speculative purposes;




(viii)  intercompany
      Indebtedness or Preferred Stock between the Borrower and any Restricted
      Subsidiary or between any Restricted Subsidiaries; *provided* that in
      the event that at any time any such Indebtedness ceases to be held by the
      Borrower or a Restricted Subsidiary, such Indebtedness will be deemed to be
      Incurred and not permitted by this clause (viii) at the
      time such event occurs;




(ix)  Indebtedness
      of the Borrower or any of its Restricted Subsidiaries arising from the honoring
      by a bank or other financial institution of a check, draft or similar instrument
      inadvertently (including daylight overdrafts paid in full by the close of
      business on the day such overdraft was Incurred) drawn against insufficient
      funds in the ordinary course of business; *provided* that
      such Indebtedness is extinguished within five Business Days of
      Incurrence;




(x)  Indebtedness
      of the Borrower or any of its Restricted Subsidiaries represented by bankers’
      acceptances, surety or appeal bonds, letters of credit, performance bonds or
      similar instruments for the account of the Borrower or any Restricted
      Subsidiary, as the case may be, in order to provide security for workers’
      compensation claims, payment obligations in connection with self insurance
      or
      similar requirements in the ordinary course of business;




(xi)  Refinancing
      Indebtedness in respect of:




(A)  Indebtedness
      (other than Indebtedness owed to the Borrower or any Subsidiary) Incurred
      pursuant to clause (a) above
      (it being understood that no Indebtedness outstanding on the Original Effective
      Date is Incurred pursuant to such clause (a) above),
      or




(B)  Indebtedness
      Incurred pursuant to clauses (i) , (vi) or (xii) or this
      clause (xi) of this
      definition of “Permitted Indebtedness”;




(xii)  Acquired
      Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior
      to
      the date on which such Restricted Subsidiary was acquired by the Borrower (other
      than Acquired Indebtedness Incurred in




55




connection
      with, or to provide all or any portion of the funds or credit support utilized
      to consummate, the transaction or series of related transactions pursuant to
      which such Restricted Subsidiary became a Restricted Subsidiary or was acquired
      by the Borrower); *provided* , *however* ,
      that on
      the date of such acquisition and after giving pro forma effect to the Incurrence
      of such Acquired Indebtedness, the Borrower (or in the case of Acquired
      Indebtedness of a Subsidiary of Comegua, Comegua) would have been able to Incur
      at least $1.00 of additional Indebtedness pursuant to clause (a) above;




(xiii)  Indebtedness
      arising from agreements providing for indemnification, adjustment of purchase
      price or similar obligations, or from Guarantees, letters of credit, escrows
      or
      other similar instruments securing the obligations of the Borrower or any
      Restricted Subsidiary pursuant to such agreements, in any case Incurred in
      connection with the disposition of any business, assets or Restricted
      Subsidiary, in a principal amount not to exceed the sale price (including the
      assumption of Indebtedness) in connection with such disposition;




(xiv)  Indebtedness
      with respect to bankers’ acceptances, surety or appeal bonds, letters of credit,
      performance bonds or similar instruments securing obligations entered into
      in
      the ordinary course of business of the Borrower and its Restricted Subsidiaries
      to the extent such letters of credit, performance bonds or similar instruments
      are not drawn upon or, if and to the extent drawn upon, such drawing is
      reimbursed no later than the tenth Business Day following payment on the letter
      of credit, performance bonds or similar instrument;




(xv)  Capitalized
      Lease Obligations and Purchase Money Indebtedness of the Borrower or any
      Restricted Subsidiary in an aggregate principal amount not to exceed $25 million
      at any one time outstanding;




(xvi)  Indebtedness
      of one or more Restricted Subsidiaries in a principal amount not to exceed
      $5
      million in the aggregate at any one time outstanding; and




(xvii)  Indebtedness
      of one or more of the Borrower or any Guarantor in a principal amount not to
      exceed $25 million in the aggregate at any one time outstanding.




(c)  For
      purposes of determining compliance with, and the outstanding principal amount
      of, any particular Indebtedness Incurred pursuant to and in compliance with
      this Section
      5.03 :




(i)  the
      amount of Indebtedness issued at a price that is less than the principal amount
      thereof will be equal to the amount of the liability in respect thereof
      determined in accordance with Mexican GAAP;




56




(ii)  accrual
      of interest, the accretion or amortization of original issue discount, the
      payment of regularly scheduled interest in the form of additional Indebtedness
      of the same instrument or the payment of regularly scheduled dividends on
      Disqualified Capital Stock in the form of additional Disqualified Capital Stock
      or Preferred Stock with the same terms will not be deemed to be an Incurrence
      of
      Indebtedness for purposes of this Section
      5.03 ; *provided* ,
      that
      any such outstanding additional Indebtedness or Disqualified Capital Stock
      paid
      in respect of Indebtedness Incurred pursuant to any provision of clause (b) of this Section
      5.03 will be
      counted as Indebtedness outstanding thereunder for purposes of any future
      Incurrence under such provision;




(iii)  (x)
      in
      the event that an item of Indebtedness meets the criteria of more than one
      of
      the types of Indebtedness described above, the Borrower, in its sole discretion,
      will classify such item of Indebtedness at the time of Incurrence and only
      be
      required to include the amount and type of such Indebtedness in one of the
      above
      clauses and (y) an item of Indebtedness may be divided and classified in more
      than one of the types of Indebtedness described above; and




(iv)  the
      maximum amount that the Borrower or a Restricted Subsidiary may Incur pursuant
      to this Section
      5.03 shall
      not be deemed to be exceeded, with respect to outstanding Indebtedness, due
      solely to the result of fluctuations in the exchange rates of
      currencies.




Section
      5.04 . *Limitation
      on Guarantees of Borrower or Restricted Subsidiary Indebtedness* *.* The
      Borrower will not permit any Restricted Subsidiary other than a Guarantor to
      Guarantee any Indebtedness of the Borrower or another Restricted Subsidiary
      or
      to secure any Indebtedness of the Borrower or another Restricted Subsidiary
      with
      a Lien on the assets of such Restricted Subsidiary, unless contemporaneously
      therewith (or prior thereto) effective provision is made to Guarantee or secure
      the Loans, as the case may be, on an equal and ratable basis with such Guarantee
      or Lien for so long as such Guarantee or Lien remains effective, and in an
      amount at least equal to the amount of Borrower or other Restricted Subsidiary
      Indebtedness so Guaranteed or secured; *provided* , *however* ,
      that
      any Guarantee by any such Restricted Subsidiary of Subordinated Indebtedness
      of
      the Borrower or any Guarantor will be subordinated and junior in right of
      payment to the contemporaneous Guarantee of the Loans by such Restricted
      Subsidiary; and *provided*  *further* ,
      that
      the Borrower will not permit a Restricted Subsidiary to Guarantee or secure
      any
      Capital Stock of the Borrower or another Restricted Subsidiary.




Section
      5.05 . *Limitation
      on Restricted Payments* *.* Subject
      to the terms described in this Section
      5.05 ,
      the
      Borrower will not, and will not cause or permit any of its Restricted
      Subsidiaries to, directly or indirectly, take any of the following actions
      (each, a “ **Restricted
      Payment** ”):




57




(a)  declare
      or pay any dividend or return of capital or make any distribution on or in
      respect of shares of Capital Stock of the Borrower or any Restricted Subsidiary
      to holders of such Capital Stock, other than:




(i)  dividends
      or distributions payable in Qualified Capital Stock of the
      Borrower,




(ii)  dividends ,
      returns
      of capital or distributions payable to the Borrower and/or a Restricted
      Subsidiary, or




(iii)  dividends,
      distributions or returns of capital made on a pro rata basis to the Borrower
      and
      its Restricted Subsidiaries, on the one hand, and minority holders of Capital
      Stock of a Restricted Subsidiary on the other hand (or on less than a pro rata
      basis to any minority holder);




(b)  purchase,
      redeem or otherwise acquire or retire for value:




(i)  any
      Capital Stock of the Borrower, or




(ii)  any
      Capital Stock of any Restricted Subsidiary held by an Affiliate of the Borrower
      (other than a Restricted Subsidiary) or any Preferred Stock of a Restricted
      Subsidiary, except for Capital Stock held by the Borrower or a Restricted
      Subsidiary or purchases, redemptions, acquisitions or retirements for value
      of
      Capital Stock on a pro rata basis from the Borrower and/or any Restricted
      Subsidiaries, on the one hand, and minority holders of Capital Stock of a
      Restricted Subsidiary, on the other hand, according to their respective
      percentage ownership of the Capital Stock of such Restricted
      Subsidiary;




(c)  make
      any
      principal payment on, purchase, defease, redeem, prepay, decrease or otherwise
      acquire or retire for value, prior to any scheduled final maturity, scheduled
      repayment or scheduled sinking fund payment, as the case may be, any
      Subordinated Indebtedness; or




(d)  make
      any
      Investment (other than Permitted Investments);




if
      at the
      time of the Restricted Payment and immediately after giving effect
      thereto:




(1) a
      Default
      or an Event of
      Default has occurred and be continuing;




(2) the Borrower is not
      able to Incur at least $1.00 of additional Indebtedness pursuant to Section
      5.03(a) ;


or




(3) the
      aggregate amount (the amount expended for these purposes, if other than in
      cash,
      being the Fair


Market Value of the relevant property) of the proposed Restricted Payment and
      all other Restricted


Payments made subsequent to the Original Effective Date up to the date thereof,
      less any




58





Investment
      Return
      calculated as of the date thereof, shall exceed the sum of (without
      duplication):




(A) 50%
      of
      cumulative Consolidated Net Income of the Borrower or, if cumulative
      Consolidated Net Income of the Borrower is a loss, minus 50% of the loss,
      accrued during the period, treated as one accounting period, beginning on the
      first full fiscal quarter after the Original Effective Date to the end of the
      most recent fiscal quarter for which consolidated financial information of
      the
      Borrower is available; *plus*




(B)     
      100% of the aggregate net cash proceeds received by the Borrower from any Person
      from any:


contribution
            to the equity
            capital of the Borrower (not representing an interest inDisqualified
            Capital Stock) or issuance and sale of Qualified Capital Stock of
            the     orrower, in each case, subsequent
            to the
            Original Effective Date, or


- issuance
          and salesubsequentto the
          Original Effective Date (and, in the case of      
          Indebtedness of a Restricted Subsidiary, at such time as it was a Restricted
          Subsidiary)     of any Indebtedness for borrowed
          money
          of the Borrower or any Restricted Subsidiary      that
          has been converted into or exchanged for Qualified Capital Stock of the
          Borrower,

excluding,
      in each
      case, any net cash proceeds:




(w)     
received
      from a Subsidiary of the Borrower;




(x)      
used
      to
      redeem Notes under “—Redemption—Optional Redemption Upon Public Equity
      Offerings” in Exhibit A of the Indenture; or




(y)       applied
      in accordance with clause (4) or (5) of the second paragraph of this covenant
      below.




Notwithstanding
      the preceding paragraph, this Section
      5.05 does not
      prohibit:




(1)      
any
      dividend or other distribution in respect of Capital Stock of the Borrower
      while
      it is a Vitro Restricted Subsidiary either:




(a)  payable
      solely in shares of common stock of the Borrower; or




(b)  if:




59




(i)  the
      making of such Restricted Payment would not result in an Event of Default;
      and




(ii)  at
      the
      time of such Restricted Payment and immediately after giving effect thereto,
      the
      Borrower Debt to EBITDA Ratio is less than or equal to 2.0 to 1.0;




(2) any
      loan
      or advance to Vitro or any Vitro Restricted Subsidiary;




(3) the
      payment of any dividend within 60 days after the date of declaration of such
      dividend if thedividend would have
      been
      permitted on the date of declaration pursuant to the preceding
      paragraph;




(4) if
      no
      Default or Event of Default has occurred and be continuing, the acquisition
      of
      any shares of Capital Stock of
      the
      Borrower,




(x) in
      exchange for Qualified Capital Stock of the Borrower; or




(y)     through
      the application of the net cash proceeds received by the Borrower from
      a               
       substantially concurrent
      sale of Qualified Capital Stock of the Borrower or a contribution to
      the    
       equity capital of the Borrower not representing an interest in
      Disqualified Capital Stock, in each case not received from
      a Subsidiary of
      the Borrower;




*provided* ,
      that
      the value of any such Qualified Capital Stock issued in exchange for such
      acquired Capital Stock and any such net cash proceeds will be excluded from
      clause (3)(B) of the first paragraph of this Section
      5.05 (and
      were not included therein at any time); or




(5) if
      no
      Default or Event of Default has occurred and is continuing, the voluntary
      prepayment,   
      purchase,
      defeasance, redemption or other acquisition or retirement for value of any
      Subordinated   
      Indebtedness solely
      in exchange for, or through the application of net cash proceeds of
      a   
      substantially
      concurrent sale, other than to a Subsidiary of the Borrower,
      of:




(x)    
Qualified
      Capital Stock of the Borrower; or




(y)    
Refinancing
      Indebtedness for such Subordinated Indebtedness;






*provided* ,
      that
      the value of any Qualified Capital Stock issued in exchange for Subordinated
      Indebtedness and any net cash proceeds referred to above will be excluded from
      clause (3)(B) of the first paragraph of this Section
      5.05 (and
      were not included therein at any time).




60


In
      determining the aggregate amount of Restricted Payments made subsequent to
      the
      Original Effective Date, amounts expended pursuant to clause (1), (2) (to the
      extent such loans and advances are not repaid) or (3) (without duplication
      for
      the declaration of the relevant dividend) above will be included in such
      calculation and amounts expended pursuant to clauses (2) (to the extent such
      loans and advances are repaid), (3) and (4) above will not be included in such
      calculation.




Section
      1.02 . *Limitation
      on Asset Sales.*




(a)  *Asset
      Sales.* The
      Borrower will not, and will not permit any of its Restricted Subsidiaries to,
      consummate an Asset Sale unless:




(i)  the
      Borrower or the applicable Restricted Subsidiary, as the case may be, receives
      consideration at the time of the Asset Sale at least equal to the Fair Market
      Value of the assets sold or otherwise disposed of; and




(ii)  at
      least
      80% of the consideration received for the assets sold by the Borrower or the
      Restricted Subsidiary, as the case may be, in the Asset Sale will be in the
      form
      of




(A)  cash,
      Cash Equivalents or the assumption of Indebtedness (other than Indebtedness
      owed
      to the Borrower or any Restricted Subsidiary or any Subordinated
      Indebtedness);




(B)  property
      or assets (other than current assets as determined in accordance with Mexican
      GAAP, except for current assets acquired incidental to the acquisition of assets
      that constitute a line of business, or Capital Stock) to be owned by and used
      in
      a Permitted Business of the Borrower or any Restricted Subsidiary;
      or




(C)  Capital
      Stock of (i) one or more Persons engaged in a Permitted Business (except as
      otherwise permitted by Section
      5.15 )
      which
      thereby become Restricted Subsidiaries, or (ii) a Restricted Subsidiary, in
      each
      case which Capital Stock was acquired from a third party other than the Borrower
      or a Restricted Subsidiary (Clauses (B) and (C), together, “ **Replacement
      Assets** ”),
      in
      each case received at the time of such Asset Sale.




The
      Borrower or such Restricted Subsidiary, as the case may be, may apply the Net
      Cash Proceeds of any such Asset Sale within 360 days thereof to (i)
      repay any Indebtedness of the Borrower or any Restricted Subsidiary for borrowed
      money or constituting a Capitalized Lease Obligation (other than Subordinated
      Indebtedness) and permanently reduce the commitments with respect thereto
      without Refinancing or (ii) purchase Replacement Assets from a Person other
      than
      the Borrower and its Restricted Subsidiaries.




(b)  *Collateral
      Asset Sales.* The
      Borrower will not, and will not permit any of its Subsidiaries to, consummate
      a
      Collateral Asset Sale unless:




61




(i)  such
      Collateral Asset Sale involves the Collateral substantially in its entirety,
      or,
      if such Collateral Asset Sale involves less than all of the Collateral (a
“ **Partial
      Collateral Asset Sale** ”),
      such
      Partial Collateral Asset Sale involves a single Collateral Asset Sale with
      a
      Fair Market Value at the time of consummation of such Collateral Asset Sale
      not
      exceeding $50 million and is not part of a series of Collateral Asset Sales
      in
      any eighteen month period with an aggregate Fair Market Value (measured as
      of
      the time of consummation of such sales) exceeding $50 million in the
      aggregate;




(ii)  the
      Borrower or the applicable Restricted Subsidiary, as the case may be, receives
      consideration at the time of the Collateral Asset Sale at least equal to the
      Fair Market Value of such Collateral;




(iii)  with
      respect to each such Collateral Asset Sale, the Borrower delivers an Officer’s
      Certificate to the Administrative Agent dated no more than 15 days prior to
      the
      date of consummation of the relevant Collateral Asset Sale, certifying that
      such
      sale complies with clauses (i) and (ii) above;




(iv)  at
      least
      80% of the consideration received for the Collateral sold by the Borrower or
      its
      Restricted Subsidiaries, as the case may be, shall be in the form of cash or
      Cash Equivalents received at the time of such Collateral Asset Sale; *provided* that any
      other consideration received for such Collateral shall constitute Collateral
      pursuant to appropriate Collateral Documents to which the owner thereof is
      a
      party; and




(v)  the
      Net
      Cash Proceeds therefrom shall be paid directly by the purchaser thereof to
      the
      Collateral and Intercreditor Agent, pursuant to the Master Collateral and
      Intercreditor Agreement, as additional Collateral.




In
      the
      case of a Partial Collateral Asset Sale, the Borrower, within 360 days from
      the
      date of consummation of a Partial Collateral Asset Sale, may apply all of the
      Net Cash Proceeds therefrom to purchase or otherwise invest in Replacement
      Collateral or to repay Permitted Secured Obligations (other than Trade
      Payables). Any such Net Cash Proceeds not so applied will be applied to make
      an
      Asset Sale Offer, in accordance with the terms described in Section 5.06(e).
      In
      the case of a Collateral Asset Sale other than a Partial Collateral Asset Sale,
      all of the Net Cash Proceeds therefrom will be immediately applied to make
      an
      Asset Sale Offer in accordance with the terms described below in Section
      5.06(e).




(c)  *Events
      of Loss.* If the
      Borrower or a Restricted Subsidiary suffers an Event of Loss, the Net Cash
      Proceeds therefrom will be paid directly by the party providing such Net Cash
      Proceeds to the Collateral and Intercreditor Agent, pursuant to the applicable
      Collateral Document, as additional Collateral. As any portion or all of




62


the
      Net
      Cash Proceeds from any such Event of Loss are received by the Collateral and
      Intercreditor Agent, the Borrower may apply all of such amount or amounts,
      as
      received, together with all interest earned thereon, individually or in
      combination, (1) to
      purchase or otherwise invest in Replacement Collateral, (2) to
      restore the relevant Collateral or Real Property Collateral, as the case may
      be,
      and (3) solely
      in the event that the Collateral or Real Property Collateral, as the case may
      be, subject to the Event of Loss is not necessary for and the absence of such
      Collateral or Real Property Collateral, as the case may be, would not otherwise
      materially adversely affect the business of the Borrower as it was conducted
      prior to the occurrence of such Event of Loss, to repay the Loans in accordance
      with Section
      2.05 .
      In the
      event that the Borrower elects to restore the relevant Collateral or Real
      Property Collateral, as the case may be, pursuant to the foregoing clause (2),
      within 180 days of receipt of such Net Cash Proceeds from an Event of Loss,
      the
      Borrower will




(ii)  give
      the
      Administrative Agent irrevocable written notice of such election, and




(iii)  enter
      into a binding commitment to restore such Collateral or Real Property
      Collateral, as the case may be, a copy of which will be supplied to the
      Administrative Agent, and will have 360 days from the date of such binding
      commitment to complete such restoration, which will be carried out with due
      diligence. The Borrower will take such action, at its sole expense, as may
      be
      required to ensure that the Collateral and Intercreditor Agent has, from the
      date of such purchase or investment, a first ranking Lien on such Replacement
      Collateral.




Any
      such
      Net Cash Proceeds that the Issuer does not elect to apply within such 180-day
      period or does not actually apply within such 360 day period will be applied
      to
      make an Asset Sale Offer in accordance with the terms described below in Section
      5.06(e).




**(d)  *Replacement
      Collateral.* In the
      event that the Borrower decides pursuant to the foregoing provisions to apply
      any portion of the Net Cash Proceeds from an Event of Loss to purchase or
      otherwise invest in Replacement Collateral,




(i)  the
      Borrower will deliver an Officer’s Certificate to the Administrative Agent dated
      no more than 30 days prior to the date of consummation of the relevant
      investment in Replacement Collateral, certifying that the purchase price for
      the
      amount of the investment in Replacement Collateral does not exceed the Fair
      Market Value of such Replacement Collateral;




(ii)  the
      Borrower will deliver an Officer’s Certificate to the Collateral and
      Intercreditor Agent and the Administrative Agent certifying compliance with
      the
      provisions of this Agreement and the Permitted Secured Obligations and
      requesting the release of such certified purchase price to the Borrower (or




63


the
      applicable Restricted Subsidiary), free of the Lien of the Collateral Documents;
      and




(iii)  the
      Borrower will take such actions, at its sole expense, as may be required to
      permit the Collateral and Intercreditor Agent, pursuant to the applicable
      Collateral Document, to release such Net Cash Proceeds, together with any
      interest thereon, from the Lien of the applicable Collateral Document and to
      ensure that the Collateral and Intercreditor Agent has, from the date of such
      purchase or investment, a first-priority Lien on such Replacement Collateral
      pursuant to appropriate Collateral Documents.




**(e)  *Asset
      Sale Offer.*  To
      the
      extent all or a portion of the Net Cash Proceeds of any Asset Sale, Collateral Asset Sale or
      Event of Loss are not applied as described in the respective paragraphs set
      forth above on or prior to the last day (the “ **Asset
      Sale Offer Trigger Date** ”)
      for
      the application of such proceeds therefor (including in the case of an Event
      of
      Loss, the election to apply), the Borrower will make an offer to prepay the
      Loans (the “ **Asset
      Sale Offer** ”),
      at a
      purchase price equal to 100% of the principal amount of the Loans to be prepaid,
      plus accrued and unpaid interest thereon, to the date of purchase (the
“ **Asset
      Sale Offer Amount** ”).
      The
      Borrower will prepay pursuant to an Asset Sale Offer from all accepting Lenders
      on a *pro
      rata* basis,
      that principal amount of Loans to be prepaid equal to such unapplied Net Cash
      Proceeds.




The
      offer
      to prepay Loans pursuant to the Asset Sale Offer must be mailed within 20
      Business Days of the Asset Sale Offer Trigger Date. The Borrower may, however,
      defer an Asset Sale Offer until there is an aggregate amount of unapplied Net
      Cash Proceeds from one or more Asset Sales, Collateral Asset Sales or Events
      of
      Loss equal to or in excess of $10 million. At that time, the entire amount
      of
      unapplied Net Cash Proceeds, and not just the amount in excess of $10 million,
      will be applied as required pursuant to this Section 5.06 in accordance with
      the
      Asset Sale Offer Trigger Date for the Asset Sale, Collateral Asset Sale or
      Event
      of Loss that caused the Net Cash Proceeds to exceed $10 million. Pending
      application in accordance with this Section 5.06, Net Cash Proceeds will be
      invested in Cash Equivalents.




Within
      20
      days following an Asset Sale Offer Trigger Date, the Borrower shall deliver
      to
      each Lender an Asset Sale Offer Notice, with a copy to the Administrative Agent
      and to the extent such Asset Sale Offer relates to Net Cash Proceeds of any
      Collateral, the Collateral and Intercreditor Agent, offering to prepay the
      Loans
      as described above. Each Asset Sale Offer Notice shall state, in addition to
      the
      things specified in the definition thereof, the purchase date, which must be
      a
      Business Day no earlier than 30 calendar days nor later than 60 calendar days
      from the date the Asset Sale Offer Notice is delivered, other than as may be
      required by law (the “ **Asset
      Sale Offer Payment Date** ”).
      Upon
      receiving an Asset Sale Offer Notice, each Lender may elect to have its Loan
      prepaid in whole or in part in integral multiples of $1,000, and shall notify
      the Borrower of its acceptance thereof and, if relevant, the portion of its
      Loan
      to which such acceptance applies.




64


On
      the
      Asset Sale Offer Payment Date, the Borrower will, to the extent lawful, prepay
      the relevant portion of each Loan as to which such Asset Sale Offer has been
      accepted on the terms specified in this Section 5.06(e).




To
      the
      extent that Lenders accept an Asset Sale Offer with respect to Loans (or
      portions thereof) in an aggregate amount exceeding the available amount of
      unapplied Net Cash Proceeds, the Borrower will prepay all applicable Loans
      on a *pro
      rata* basis
      (based on amounts tendered). If only a portion of a Loan is prepaid pursuant
      to
      an Asset Sale Offer, a new Note with respect to such Loan in a principal amount
      equal to the portion thereof remaining outstanding may, at the option of the
      relevant Lender, be issued in the name of such Lender upon cancellation of
      the
      Note theretofore held by such Lender.




Notwithstanding
      anything to the contrary in this Section 5.06, at the Borrower’s option, the
      Borrower may:




(a) make
      any
      Asset Sale Offer in respect of Net Cash Proceeds from an Asset Sale on a pro
      rata basis to holders of other Senior Indebtedness, and thereby prepay Loans
      (as
      applicable) and purchase or prepay holders of such other Senior Indebtedness
      on
      a pro rata basis; and




(b) apply
      Net
      Cash Proceeds from a Collateral Asset Sale or Event of Loss to permanently
      repay
      or repurchase Permitted Secured Obligations (other than the Loans and Trade
      Payables) concurrently with any prepayment of Loans with such Net Cash Proceeds
      pursuant to the relevant Asset Sale Offer so long as the minimum portion of
      the
      Net Cash Proceeds applied to prepay Loans is not less than the amount of such
      Net Cash Proceeds multiplied by the ratio of (i) the outstanding principal
      amount of the Loans to (ii) the outstanding principal amount of Permitted
      Secured Obligations (excluding Trade Payables) except if and only to the extent
      that the principal amount of Loans as to which such Asset Sale Offer is accepted
      is less than such minimum amount.




Upon
      completion of an Asset Sale Offer, the amount of Net Cash Proceeds will be
      reset
      at zero. To the extent that the aggregate amount of Loans prepaid pursuant
      to an
      Asset Sale Offer is less than the aggregate amount of unapplied Net Cash
      Proceeds, the Borrower may use any remaining Net Cash Proceeds:




(i)  from
      any
      Asset Sale, for general corporate purposes of the Borrower and its Restricted
      Subsidiaries;




(ii)  from
      any
      Collateral Asset Sale, for Replacement Collateral; and




(iii)  from
      any
      Event of Loss, for Replacement Collateral or to restore the relevant Collateral
      or Real Property Collateral.




65


In
      the
      event any Asset Sale Offer involves Net Cash Proceeds from any combination
      of an
      Asset Sale, Collateral Asset Sale or an Event of Loss, the remaining Net Cash
      Proceeds will be applied as set forth in the previous sentence on a basis
      proportionate to the aggregate Net Cash Proceeds from each such event that
      gave
      rise to the Asset Sale Offer. The Borrower shall account for Net Cash Proceeds
      from a Collateral Asset Sale or Event of Loss separately from Net Cash Proceeds
      from an Asset Sale. Remaining Net Cash Proceeds attributable to a Collateral
      Asset Sale or Event of Loss will remain as Collateral pursuant to the relevant
      Collateral Documents pending application pursuant to clause (ii) or (iii)
      above.




In
      the
      event of the transfer of substantially all (but not all) of the property and
      assets of the Borrower and its Restricted Subsidiaries as an entirety to a
      Person (other than the Borrower or a Restricted Subsidiary) in a transaction
      permitted under Section 5.16, the Successor Borrower will be deemed to have
      sold
      the properties and assets of the Borrower and its Restricted Subsidiaries not
      so
      transferred for purposes of this Section 5.06, and will comply with the
      provisions of this Section 5.06 with respect to the deemed sale as if it were
      an
      Asset Sale or a Collateral Asset Sale, as appropriate. In addition, the Fair
      Market Value of properties and assets of the Borrower or its Restricted
      Subsidiaries so deemed to be sold will be deemed to be Net Cash Proceeds for
      purposes of this Section 5.06.




If
      at any
      time any non-cash consideration received by the Borrower or any Restricted
      Subsidiary, as the case may be, in connection with any Asset Sale, Collateral
      Asset Sale or Event of Loss is converted into or sold or otherwise disposed
      of
      for cash (other than interest received with respect to any non-cash
      consideration), the conversion or disposition will be deemed to constitute
      an
      Asset Sale, Collateral Asset Sale or Event of Loss hereunder and the Net Cash
      Proceeds thereof will be applied in accordance with this Section 5.06 within
      the
      applicable time period from such conversion or disposition as set forth
      above.




Section
      5.07 . *Limitation
      on the Ownership of Capital Stock of Restricted Subsidiaries* *.* The
      Borrower will not permit any Person other than the Borrower or another
      Restricted Subsidiary to, directly or indirectly, own or control any Capital
      Stock of any Restricted Subsidiary, except for:




(a)  Capital
      Stock owned by such Person (or any direct or indirect transferee thereof) as
      of
      the Original Effective Date;




(b)  directors’
      qualifying shares;




(c)  any
      Capital Stock of any Permitted Joint Venture;




(d)  the
      ownership by Persons other than the Borrower, its Restricted Subsidiaries or
      any
      Affiliate of Vitro of Capital Stock of a Restricted Subsidiary (other than
      any
      Subsidiary (i) the
      Capital Stock of which is pledged or required to be pledged or (ii) the Real
      Property of which is mortgaged or required to be mortgaged) so long as




66


the
      Borrower directly or through a Restricted Subsidiary owns and controls at least
      51% of the Voting Stock of, and economic interest in, such Restricted
      Subsidiary;




(e)  the
      sale
      of 100% of the shares of the Capital Stock of any Restricted Subsidiary held
      by
      the Borrower and its Restricted Subsidiaries to any Person other than the
      Borrower or another Restricted Subsidiary effected in accordance with, as
      applicable, the Collateral Documents and Section
      5.06 ;
      and




(f)  in
      the
      case of a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary,
      the issuance by that Restricted Subsidiary of Capital Stock on a pro rata basis
      to the Borrower and its Restricted Subsidiaries, on the one hand, and minority
      holders of the Capital Stock of such Restricted Subsidiary, on the other hand
      (or on less than a pro rata basis to any minority holder).




Section
      5.08. *Limitation
      on Designation of Unrestricted Subsidiaries.*  The
      Borrower may designate after the Original Effective Date any Subsidiary of
      the
      Borrower as an “Unrestricted Subsidiary” under this Agreement (a “ **Designation** ”)
      only
      if:




(i)  no
      Default or Event of Default has occurred and be continuing at the time of or
      after giving effect to such Designation and any transactions between the
      Borrower or any of its Restricted Subsidiaries and such Unrestricted Subsidiary
      are in compliance with Section
      5.11 ;




(ii)  at
      the
      time of and after giving effect to such Designation, the Borrower could Incur
      $1.00 of additional Indebtedness pursuant to Section
      5.03(a) .




(iii)  the
      Borrower would be permitted to make an Investment at the time of Designation
      (assuming the effectiveness of such Designation and treating such Designation
      as
      an Investment at the time of Designation) as a Restricted Payment pursuant
      to
      the first paragraph of Section
      5.05 in an
      amount (the “ **Designation
      Amount** ”)
      equal
      to the amount of the Borrower’s Investment in such Subsidiary on such date;




(iv)  neither
      the Capital Stock of such Subsidiary nor any of its assets is part of the
      Collateral; and




(v)  such
      Subsidiary is not a Vitro Restricted Subsidiary.




(b)  Neither
      the Borrower nor any Restricted Subsidiary will at any time:




(i)  provide
      credit support for, subject any of its property or assets (other than the
      Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, or
      Guarantee, any Indebtedness of any Unrestricted Subsidiary (including any
      undertaking, agreement or instrument evidencing such Indebtedness);




67




(ii)  be
      directly or indirectly liable for any Indebtedness of any Unrestricted
      Subsidiary; or




(iii)  be
      directly or indirectly liable for any Indebtedness which provides that the
      holder thereof may (upon notice, lapse of time or both) declare a default
      thereon or cause the payment thereof to be accelerated or payable prior to
      its
      final scheduled maturity upon the occurrence of a default with respect to any
      Indebtedness of any Unrestricted Subsidiary; except




(A)  for
      any
      non-recourse Guarantee given solely to support the pledge by the Borrower or
      any
      Restricted Subsidiary of the Capital Stock of any Unrestricted Subsidiary;
      and




(B)  that
      the
      Borrower may Guarantee any Indebtedness of an Unrestricted Subsidiary if at
      the
      time of and after giving effect to such Guarantee, the Borrower could Incur
      such
      Guarantee in accordance with Section
      5.03(a)  and
      the
      first paragraph of Section
      5.05 and the
      aggregate amount of all Guarantees of the Borrower or Indebtedness of
      Unrestricted Subsidiaries shall not exceed $50 million.




(c)  The
      Borrower may revoke any Designation of a Subsidiary as an Unrestricted
      Subsidiary (a “ **Revocation** ”)
      only
      if:




(i)  No
      Default or Event of Default has occurred and be continuing at the time of and
      after giving effect to such Revocation; and




(ii)  all
      Liens
      and Indebtedness of such Unrestricted Subsidiary outstanding immediately
      following such Revocation would, if Incurred at such time, have been permitted
      to be Incurred for all purposes of this Agreement.




(d)  The
      Designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary will
      be deemed to include the Designation of all of the Subsidiaries of such
      Subsidiary. All Designations and Revocations must be evidenced by resolutions
      of
      the Board of Directors of the Borrower, delivered to the Administrative Agent
      certifying compliance with the preceding provisions.




Section
      5.09 . *Limitation
      on Dividend and Other Payment Restrictions Affecting Restricted
      Subsidiaries* *.*  (a) Except
      as provided in paragraph (b) below,
      the Borrower will not, and will not cause or permit any of its Restricted
      Subsidiaries to, directly or indirectly, create or otherwise cause or permit
      to
      exist or become effective any encumbrance or restriction on the ability of
      any
      Restricted Subsidiary to:




(i)  pay
      dividends or make any other distributions on or in respect of its Capital Stock
      to the Borrower or any other Restricted Subsidiary or pay any Indebtedness
      owed
      to the Borrower or any other Restricted Subsidiary;




68




(ii)  make
      loans or advances to the Borrower or any other Restricted Subsidiary;
      or




(iii)  transfer
      any of its property or assets to the Borrower or any other Restricted
      Subsidiary.




(b)  Paragraph (a) above
      will not apply to encumbrances or restrictions existing under or by reason
      of:




(i)  applicable
      law;




(ii)  this
      Agreement;




(iii)  any
      encumbrances or restrictions in effect as of the Original Effective Date and
      any
      encumbrances or restrictions contained in extensions, refinancings, renewals
      or
      replacements of any Indebtedness outstanding on the Original Effective Date
      that
      are not materially more restrictive than those in existence on the Original
      Effective Date;




(iv)  customary
      non-assignment provisions of any contract and customary provisions restricting
      assignment or subletting in any lease governing a leasehold interest of any
      Restricted Subsidiary, or any customary restriction on the ability of a
      Restricted Subsidiary to dividend, distribute or otherwise transfer any asset
      which secures Indebtedness secured by a Lien, in each case permitted to be
      Incurred under this Agreement;




(v)  any
      instrument governing Acquired Indebtedness not Incurred in connection with,
      or
      in anticipation or contemplation of, the relevant acquisition, merger or
      consolidation, which encumbrance or restriction is not applicable to any Person,
      or the properties or assets of any Person, other than the Person or the
      properties or assets of the Person so acquired;




(vi)  restrictions
      with respect to a Restricted Subsidiary of the Borrower imposed pursuant to
      a
      binding agreement which has been entered into for the sale or disposition of
      Capital Stock or assets of such Restricted Subsidiary; *provided* ,
      that
      such restrictions apply solely to the Capital Stock or assets of such Restricted
      Subsidiary being sold;




(vii)  customary
      restrictions imposed on the transfer of copyrighted or patented
      materials;




(viii)  arising
      in connection with the Incurrence of Indebtedness of a Guarantor after the
      Original Effective Date; *provided* ,
      that
      such encumbrances or restrictions (1) relate
      solely to such Guarantor, are required in order to effect such financing and
      are
      not more restrictive on the ability of such Guarantor to make the payments,
      distributions, loans, advances or transfers referred to above




69


than
      necessarily and customarily accepted and (2) the
      proposed encumbrances or restrictions, taken together with other encumbrances
      or
      restrictions on the payments, distributions, loans, advances or transfers
      referred to above in effect with respect to Restricted Subsidiaries, do not
      prevent the Restricted Subsidiaries of the Borrower from making distributions
      to
      the Borrower sufficient to pay amounts payable in respect of its Indebtedness
      due during the 12 month period immediately following the Incurrence of such
      Indebtedness;




(ix)  arising
      in connection with the Incurrence of Indebtedness by a Permitted Joint Venture
      after the Original Effective Date, *provided* ,
      that
      such encumbrances or restrictions are required in order to effect such financing
      and are not more restrictive on the ability of the applicable Permitted Joint
      Venture to make the payments, distributions, loans, advances or transfers
      referred to above than necessarily and customarily accepted; or




(x)  customary
      provisions in joint venture agreements and other similar agreements entered
      into
      in the ordinary course of business consistent with past practice.




Nothing
      contained in this Section
      5.09 shall
      prevent the Borrower or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise
      permitted by Section
      5.10 or (2) restricting the sale or other disposition of property or assets of the Borrower
      or any of its Restricted Subsidiaries that secure Indebtedness provided such
      restriction is otherwise permitted by Section
      5.10 .




Section
      5.10 . *Limitation
      on Liens.*   (a) The
      Borrower will not, and will not cause or permit any of its Restricted
      Subsidiaries to, directly or indirectly, Incur any Liens of any kind against
      or
      upon any of the Collateral or any proceeds therefrom (except for Collateral
      Permitted Liens), or




(b)  The
      Borrower will not, and will not cause or permit any Restricted Subsidiary to,
      directly or indirectly, incur any Liens of any kind securing Indebtedness
      against or upon any assets or property other than the Collateral or any proceeds
      therefrom (except for Permitted Liens) unless contemporaneously therewith
      effective provision is made to secure the Loans, or in the case of a Guarantor,
      the relevant Loan Guarantee, and all other amounts due under this Agreement
      equally and ratably with such Indebtedness or other obligation (or, in the
      event
      that such Indebtedness is subordinated in right of payment to the Loans or
      the
      relevant Loan Guarantee, as the case may be, prior to such Indebtedness or
      other
      obligation) with a Lien on the same properties and assets securing such
      Indebtedness or other obligation for so long as such Indebtedness or other
      obligation is secured by such Lien.




Section
      5.11 . *Limitation
      on Transactions with Affiliates.*




(a)  The
      Borrower will not, and will not permit any of its Restricted Subsidiaries to,
      directly or indirectly, enter into any transaction or series of related




70


transactions
      (including, without limitation, the purchase, sale, lease or exchange of any
      property or the rendering of any service) with, or for the benefit of, any
      of
      its Affiliates (each an “ **Affiliate
      Transaction** ”),
      unless:




(i)  the
      terms
      of such Affiliate Transaction are no less favorable than those that could
      reasonably be expected to be obtained in a comparable transaction, at the time
      such transaction was entered into, on an arm’s-length basis from a Person that
      is not an Affiliate of the Borrower;




(ii)  in
      the
      event that such Affiliate Transaction involves aggregate payments, or transfers
      of property or services with a Fair Market Value, in excess of $5 million,
      the
      terms of such Affiliate Transaction will be approved by a majority of the
      members of the Board of Directors of the Borrower (including a majority of
      the
      disinterested members thereof), the approval to be evidenced by a Board
      Resolution stating that the Board of Directors has determined that such
      transaction complies with the preceding provisions; and




(iii)  in
      the
      event that such Affiliate Transaction involves aggregate payments, or transfers
      of property or services with a Fair Market Value, in excess of $10 million,
      the
      Borrower will, prior to the consummation thereof, obtain a favorable opinion
      as
      to the fairness of such Affiliate Transaction to the Borrower and the relevant
      Restricted Subsidiary (if any) from a financial point of view from an
      Independent Financial Advisor and file the same with the Administrative
      Agent.




(b)  Section
      5.11(a) above will not apply to:




(i)  Affiliate
      Transactions with or among the Borrower and any Restricted Subsidiary or between
      or among Restricted Subsidiaries, excluding any Affiliate Transaction with
      a
      Restricted Subsidiary in which Vitro or any of its Affiliates directly or
      indirectly own any Capital Stock (other than by virtue of ownership by the
      Borrower and its Restricted Subsidiaries or the issuance to Vitro or any of
      its
      Affiliates of any nominal shares of the Borrower or its Restricted Subsidiaries
      as required by applicable law);




(ii)  reasonable
      fees and compensation paid to, and any indemnity provided on behalf of,
      officers, directors, employees, consultants or agents of the Borrower or any
      Restricted Subsidiary as determined in good faith by the Borrower’s Board of
      Directors (including contributions to employee stock option plans maintained
      by
      Vitro and its Subsidiaries);




(iii)  Affiliate
      Transactions undertaken in the ordinary course of business pursuant to any
      contractual obligations or rights in existence on the Original Effective Date
      (as in effect on the Original Effective Date) or any amendments, extensions
      or
      renewals of such contractual obligations on comparable terms;




71




(iv)  any
      Restricted Payments made in compliance with Section
      5.05 ;




(v)  loans
      and
      advances to officers, directors and employees of the Borrower or any Restricted
      Subsidiary for travel, entertainment, moving and other relocation expenses,
      in
      each case made in the ordinary course of business and not exceeding $300,000
      outstanding at any one time;




(vi)  Affiliate
      Transactions on an arm’s-length basis with Vitro or any Subsidiary of Vitro
      (other than the Borrower or any of its Subsidiaries) that consist of (1) the
      purchase or sales of goods and services (including accounting services) or
      the
      leasing of real estate or equipment in the ordinary course of business
      consistent with past practice; (2) payments
      made to Vitro or its Subsidiaries relating to the use and development of
      intellectual property; and (3) purchases, leases or sales of assets (other than Collateral or land held by
      any
      Subsidiary (i) the Capital Stock of which is pledged or required to be pledged
      or (ii) the Real Property of which is mortgaged or required to be mortgaged
      as
      described under “Security”) up to an aggregate amount of $15 million in any
      fiscal year;




(vii)  (A) the
      assumption of the rights and obligations under a lease agreement relating to
      an
      airplane pursuant to which aggregate annual payments of approximately $7 million
      will be made, (B) the use
      of the airplane identified in the prior clause (A), or any replacement airplane,
      by customers, directors and officers of Vitro and its Affiliates, and (C) performance under outsourcing agreement entered into for hangar, maintenance,
      repair and operating services relating to the airplane identified in clause
      (A),
      or any replacement airplane, involving aggregate annual payments of up to $8
      million;




(viii)  (A) loans,
      advances or other extensions of credits (including guarantees) by Vitro or
      its
      Affiliates made to the Borrower or any of its Subsidiaries and any payments
      made
      in connection therewith, and (B) any
      hedging agreements or arrangements entered into between Vitro or its Affiliates,
      on the one hand, and the Borrower or any of its Subsidiaries, on the other
      hand,
      and any payments made in connection therewith, in each case so long as the
      terms
      thereof are no less favorable to the Borrower and its Restricted Subsidiaries
      than could have been obtained on an arm’s-length basis;




(ix)  any
      management, administrative, information technology or similar services performed
      by Vitro or its Affiliates for the benefit of the Borrower or any of its
      Subsidiaries, and any payments made in connection therewith, so long as the
      aggregate amount of all payments made pursuant to this clause (ix) in any
      calendar year does not exceed 1.75% of the net sales of the Borrower (determined
      on a consolidated basis) for such year; and




72




(x)  services
      rendered by Vitro or its Affiliates for the benefit of the Borrower or any
      of
      its Subsidiaries, and any payments in connection therewith not in excess of
      Vitro’s or its Affiliates’ cost of rendering such services, including, without
      limitation, payments made by the Borrower or any of its Subsidiaries in
      connection with (A) information technology services, (B) the
      salaries of Vitro's Chairman of the Board and Chief Executive Officer and (C) Clinica
      Vitro, El Manzano and Vitro Club.




Section
      5.12. *Conduct
      of Business* *.* The
      Borrower and its Restricted Subsidiaries will not engage in any business other
      than a Permitted Business, except that the Borrower and any Restricted
      Subsidiary may acquire a Restricted Subsidiary after the Original Effective
      Date
      that is engaged in a business other than a Permitted Business so long as it
      is
      principally engaged in a Permitted Business.




Section
      5.13 . *Financial
      Statements and Other Information.* The
      Borrower will furnish to the Administrative Agent who will distribute to each
      Lender:




(a)  with
      respect to Vitro,




1. annual
      reports on Form 20-F (or any successor form) of Vitro containing the information
      required to be contained therein (or such successor form) as well as (x) segment
      disclosure with respect to the Borrower and its Restricted Subsidiaries
      substantially similar to that provided in the annual report on Form 20-F for
      Vitro for the year ended December 31, 2003 and (y) additional information with
      respect to the Borrower’s and its Subsidiaries in the section “Item 5. Operating
      and Financial Review and Prospects” of such annual reports that would
      substantially comply with “Item 5.A. Operating Results” (including a discussion
      of net sales, cost of sales, general, administrative and selling expenses,
      operating income and net income for applicable periods) and “Item 5.B. Liquidity
      and capital resources” as applied to the Borrower and its Subsidiaries, within
      the time period required under the rules of the SEC for the filing of Form
      20-F
      (or any successor form) by foreign private issuers subject thereto,
      and




2. reports
      on
      Form 6-K (or any successor form) of Vitro including, whether or not required,
      unaudited quarterly financial statements (which shall include at least a balance
      sheet, income statement and statement of changes in financial position, in
      each
      case prepared in accordance with Mexican GAAP as in effect from time to time)
      along with other financial information and a discussion of results in each
      case
      with (i) at least the level of information provided by Vitro in its Form 6-K
      for
      the first quarter




73




of
      2004
      and (ii) a discussion of net sales, cost of sales, general, administrative
      and
      selling expenses, operating income and net income of the Borrower and its
      Subsidiaries covering the periods for which the discussion of results is
      presented for Vitro, within 60 days after the end of each of the first three
      fiscal quarters of each fiscal year,




(b)  (notwithstanding
      that the Borrower may not be subject to the reporting requirements of
      Section 13 or 15(d) of the U.S. Securities Exchange Act) with respect
      to
      the Borrower, audited annual and unaudited quarterly financial statements (which
      will include at least a balance sheet, income statement and statement of changes
      in financial position and notes thereto, in each case prepared in accordance
      with Mexican GAAP with an explanation of the principal differences between
      Mexican GAAP and U.S. GAAP, in each case as in effect from time to time), in
      each case in English and in content comparable to that required under Regulation
      S-X and Regulation S-K of the SEC, with respect to any audited annual financial
      statements, within the time period required under the rules of the SEC for
      the
      filing of Form 20-F (or any successor form) by foreign private issuers subject
      thereto or with respect to any unaudited quarterly financial statements, within
      60 days after the end of each of the first three fiscal quarters of each fiscal
      year, *provided* that if
      at any time the Borrower is subject to the reporting requirements of Section
      13
      or 15(d) of the Exchange Act, it shall file with the SEC the information
      described above in clause (a) with
      respect to itself, in which case it shall not be required to also provide the
      information described above in this clause (b) ;




(c)  concurrently
      with each delivery of financial statements under clause (b) above, a
      certificate of the Chief Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and is continuing and, if a
      Default has occurred and is continuing, specifying the details thereof and
      any
      action taken or proposed to be taken with respect thereto and (ii) stating
      whether any change in Mexican GAAP or in the application thereof has occurred
      since the date of the Borrower’s December 31, 2003 audited financial statements
      referred to in Section
      3.06 or
      delivered pursuant to this Section and, if any such change has occurred,
      specifying the effect of such change on the financial statements accompanying
      such certificate; and




(d)  promptly
      following any request therefor, such other information regarding the operations,
      business affairs and financial condition of Borrower or any of its Subsidiaries,
      or compliance with the terms of any Loan Document, as the Administrative Agent
      or any Lender may reasonably request.




Section
      5.14 . *Payment
      of Additional Amounts.*




(a)  All
      payments by the Borrower in respect of the Loans or by a Guarantor in respect
      of
      its Loan Guarantee shall be made free and clear of and without deduction or
      withholding for or on account of any present or future taxes, duties,
      assessments, fees or other governmental charges (“ **Taxes** ”)
      imposed or levied by or on behalf of Mexico or




74


any
      political subdivision or taxing authority thereof or therein or of any other
      jurisdiction in which the Borrower or any Guarantor is incorporated (any of
      the
      aforementioned, a “ **Taxing
      Jurisdiction** ”),
      unless such withholding or deduction is required by law.




(b)  Subject
      to Section
      5.14(c) ,
      if the
      Borrower or a Guarantor is required by the law of any Taxing Jurisdiction to
      make any such withholding or deduction, the Borrower or such Guarantor shall
      pay
      to any Holder such additional amounts (“ **Additional
      Amounts** ”)
      as may
      be necessary so that every net payment made by the Borrower on such Loan or
      by
      such Guarantor in respect of its Loan Guarantee after deduction or withholding
      for or on account of any such Taxes shall not be less than the amount then
      due
      and payable on such Loan.




(c)  The
      obligation to pay Additional Amounts set forth in Section
      5.14(b) shall
      not apply to:




(i)  any
      tax,
      duty, assessment, fee or other governmental charge that would not have been
      imposed but for the existence of any present or former connection, including
      a
      permanent establishment or fixed base, between such Lender and Mexico other
      than
      by the receipt of such payment and the terms of the Loan Documents;




(ii)  any
      estate, inheritance, gift, sale, transfer, personal property or similar tax,
      assessment or other governmental charge; or




(iii)  in
      the
      case of any Lender that is or was a Foreign Financial Institution (as defined
      below) on the date such Person became a Lender and thus subject to the
      requirements of paragraph (h) below,
      any withholding taxes imposed as a result of a failure of such Lender to comply
      with its obligations set forth in paragraph (h) below,
      subject to the exceptions and limitations provided therein; *provided* that the
      taxes excluded shall be deemed to include only withholdings or deductions
      payable by the Borrower in respect of payments hereunder in excess of a rate
      equal to the rate applicable if there had been no such failure by such Lender
      to
      comply with paragraph (h) below.




(d)  At
      least
      30 calendar days prior to each date on which any payment under or with respect
      to the Loans is due and payable (or, as early as practicable, if the obligation
      to pay Additional Amounts arises after the 30th day prior to such date), if
      the
      Borrower or a Guarantor will be obligated to pay Additional Amounts with respect
      to such payment in an amount different than the Additional Amounts payable
      on
      the date hereof, the Borrower or such Guarantor shall deliver to the
      Administrative Agent an Officers’ Certificate stating the fact that such
      Additional Amounts will be payable and the amounts so payable, and setting
      forth
      such other information necessary to enable the Administrative Agent to pay
      such
      Additional Amounts to Lenders on the payment date. In the absence of any such
      certificate, the Administrative Agent may assume that no




75


such
      deduction or withholding shall be required. The Borrower agrees to indemnify
      the
      Administrative Agent for, and to hold it harmless against, any loss, liability
      or expense incurred without bad faith on its part arising out of or in
      connection with actions taken or omitted by it in reliance, absent manifest
      error, on any certificate furnished pursuant to this Section
      5.14(d) or not
      furnished. The obligations of the Borrower under this Section
      5.14(d) shall
      survive the payment of the Loans, the resignation or removal of the
      Administrative Agent and/or the termination of this Agreement.




(e)  The
      Borrower or Guarantor, as the case may be, shall provide to the Administrative
      Agent documentation evidencing payment of withholding taxes within 30 days
      after
      payment thereof. Copies of such documentation shall be made available to Lenders
      upon written request therefor.




(f)  The
      Borrower or a Guarantor will pay any stamp, issue, registration, documentary
      or
      other similar taxes and duties, including interest and penalties in Mexico
      or
      the United States or any political subdivision thereof or taxing authority
      of or
      in the foregoing in respect of the Borrowing.




(g)  Whenever
      in this Agreement there is mentioned, in any context:




(i)  the
      payment of principal, interest or additional interest on the Loans;




(ii)  redemption
      or repurchase prices in respect of the Loans; or




(iii)  any
      other
      amount payable on or with respect to any of the Loans,




such
      reference will be deemed to include payment of Additional Amounts as described
      under this Section
      5.14 to the
      extent that, in such context, Additional Amounts are, were or would be payable
      in respect thereof.




(h)  Each
      Lender that is a Foreign Financial Institution on the Original Effective Date
      (or, if such Lender becomes a Lender after the Original Effective Date as a
      result of an assignment, on the date of such assignment) shall, at the request
      of the Borrower, made pursuant to a written notice given at least 10 days prior
      to the relevant filing date, use reasonable commercial efforts to file with
      the
      Ministry of Finance or, where applicable, in accordance with the laws of any
      jurisdiction outside Mexico from or through which payments hereunder or under
      any Notes are made, a form, certificate or other similar document requested
      by
      the Borrower (including without limitation any such form, certificate or other
      similar document that may be required to maintain such Lender Party’s status as
      a Foreign Financial Institution) if (1) such
      filing is required under applicable law or a treaty for the avoidance of double
      taxation then in effect, (2) such
      filing would avoid the need for making any tax withholding or deduction, or
      reduce the amount of any such withholding or deduction which may thereafter
      accrue to or for the account of such Lender pursuant to this Section and (3) such
      filing would not, in the good faith judgment of such Lender, require such Lender
      to disclose any




76


confidential
      or proprietary information or be otherwise disadvantageous to such Lender Party.
      Notwithstanding the foregoing, it is understood and agreed that nothing in
      this
      Section shall interfere with the rights of any Lender Party to conduct its
      fiscal or tax affairs in such manner as it deems appropriate. As used
      herein, “ **Foreign
      Financial Institution** ”
      means
      an institution registered as a foreign financial institution with the Ministry
      of Finance in the registry referred to in Article 197 of Mexico’s Income Tax Law
      and any successor provision thereof, for purposes of *fracción
      I, inciso a), subinciso 2,* of
      Article 195 of Mexico’s Income Tax Law.




Section
      5.15. *Maintenance
      of Properties and Insurance* *.* The
      Borrower shall, at all times, make or cause to be made such expenditures by
      means of renewals, replacements, repairs, maintenance or otherwise take such
      action as shall be necessary to maintain, preserve and keep all of its Real
      Property and machinery and equipment comprising Collateral or Collateral Assets
      in good working order, condition and repair (ordinary wear and tear excepted),
      in a state of good operating efficiency, and shall not commit any waste on
      or
      with respect to any such Collateral or Collateral Asset or any other Collateral
      or Collateral Asset.




The
      Borrower will provide or cause to be provided, for itself and its Restricted
      Subsidiaries, insurance (including appropriate self-insurance) covering physical
      loss or damage to the Collateral and the Collateral Assets, as is consistent
      with its recent past practices.




Section
      5.16 . *Limitation
      on Merger, Consolidation and Sale of Assets.*




(a)  The
      Borrower will not, in a single transaction or series of related transactions,
      consolidate or merge with or into any Person (whether or not the Borrower is
      the
      surviving or continuing Person), or sell, assign, transfer, lease, convey or
      otherwise dispose of (or cause or permit any Restricted Subsidiary to sell,
      assign, transfer, lease, convey or otherwise dispose of) all or substantially
      all of the Borrower’s properties and assets (determined on a consolidated basis
      for the Borrower and its Restricted Subsidiaries), to any Person
      unless:




(i)  either:




(A)  the
      Borrower will be the surviving or continuing corporation, or




(B)  the
      Person (if other than the Borrower) formed by such consolidation or into which
      the Borrower is merged or the Person which acquires by sale, assignment,
      transfer, lease, conveyance or other disposition the properties and assets
      of
      the Borrower and of the Borrower’s Restricted Subsidiaries substantially as an
      entirety (the “ **Successor
      Borrower** ”):




77




(1)  shall
      be
      a corporation organized and validly existing under the laws of Mexico,
      and




(2)  will
      expressly assume, by supplemental agreement (in form and substance satisfactory
      to the Administrative Agent), executed and delivered to the Administrative
      Agent
      and by any other documents required under the Collateral Documents, the due
      and
      punctual payment of the principal of, and premium, if any, and interest on
      all
      of the Loans and the performance and observance of every covenant of the Loans,
      this Agreement, the Notes and each other Loan Document and the Collateral
      Documents on the part of the Borrower to be performed or observed;




(ii)  immediately
      after giving effect to such transaction and the assumption contemplated by Section
      5.16(a)(i)(B) (y)
      above
      (including giving effect on a pro forma basis to any Indebtedness, including
      any
      Acquired Indebtedness, Incurred or anticipated to be Incurred in connection
      with
      or in respect of such transaction), the Borrower or such Successor Borrower,
      as
      the case may be:




(A)  will
      have
      a Consolidated Net Worth equal to or greater than the Consolidated Net Worth
      of
      the Borrower immediately prior to such transaction, and




(B)  will
      be
      able to Incur at least $1.00 of additional Indebtedness pursuant to Section
      5.03(a) .




(iii)  immediately
      before and immediately after giving effect to such transaction and the
      assumption contemplated by Section
      5.16(a)(i)(B)(2) above
      (including, without limitation, giving effect on a pro forma basis to any
      Indebtedness, including any Acquired Indebtedness, Incurred or anticipated
      to be
      Incurred and any Lien granted in connection with or in respect of the
      transaction), no Default or Event of Default has occurred or be
      continuing;




(iv)  the
      Borrower or the Successor Borrower has delivered to the Administrative Agent
      an
      Officers’ Certificate and an Opinion of Counsel, each stating that the
      consolidation, merger, sale, assignment, transfer, lease, conveyance or other
      disposition comply with the applicable provisions of this Agreement and that
      all
      conditions precedent in this Agreement relating to the transaction have been
      satisfied; and




(v)  each
      Guarantor (including Persons that become Guarantors as a result of the
      transaction) has confirmed by an addendum hereto (in form and substance
      reasonably satisfactory to the Administrative Agent) that its Loan




78


Guarantee
      will apply for the Obligations of the Successor Borrower in respect of this
      Agreement and the other Loan Documents.




For
      purposes of this Section
      5.16 ,
      the
      transfer (by lease, assignment, sale or otherwise, in a single transaction
      or
      series of transactions) of all or substantially all of the properties or assets
      of one or more Restricted Subsidiaries of the Borrower, the Capital Stock of
      which constitutes all or substantially all of the properties and assets of
      the
      Borrower (determined on a consolidated basis for the Borrower and its Restricted
      Subsidiaries), will be deemed to be the transfer of all or substantially all
      of
      the properties and assets of the Borrower *provided* that the
      provisions of Section
      5.16(a)(i) and Section
      5.16(a)(v) shall
      not apply in respect of any such transaction to any Person (other than the
      Borrower) that otherwise would be a surviving or continuing corporation subject
      to Section
      5.16(a)(i)(A) or that
      would be required to assume the Obligations of the Borrower under the Loan
      Documents subject to Section
      5.16(a)(i)(B) ,
      to the
      extent such Person is or becomes a Guarantor in accordance with Section
      5.16(d) below.




(b)  The
      provisions of Section
      5.16(a) above
      will not apply to:




(i)  any
      transfer of the properties or assets of the Borrower or a Restricted Subsidiary
      to the Borrower or a Guarantor;




(ii)  any
      merger of a Restricted Subsidiary into the Borrower or a Guarantor;




(iii)  any
      merger of the Borrower into a Wholly Owned Subsidiary of the Borrower created
      for the purpose of holding the Capital Stock of the Borrower,




so
      long
      as, in each case the Indebtedness of the Borrower and its Restricted
      Subsidiaries taken as a whole is not increased thereby and such transferee
      or
      surviving or continuing person, as applicable, assumes the Obligations under
      and
      becomes a party to the applicable Collateral Documents in accordance with the
      terms thereof.




(c)  Upon
      any
      consolidation, combination or merger or any transfer of all or substantially
      all
      of the properties and assets of the Borrower and its Restricted Subsidiaries
      in
      accordance with this  Section
      5.16 ,
      in
      which the Borrower is not the continuing corporation, the Successor Borrower
      formed by such consolidation or into which the Borrower is merged or to which
      such conveyance, lease or transfer is made will succeed to, and be substituted
      for, and may exercise every right and power of, the Borrower under this
      Agreement and the Loans with the same effect as if such Successor Borrower
      had
      been named as such.




(d)  Each
      Guarantor will not, and the Borrower will not cause or permit any Guarantor
      to,
      consolidate with or merge into, or sell or dispose of all or substantially
      all
      of its assets to, any Person (other than the Borrower) that is not a Guarantor
      unless:




79




(i)  such
      Person (if such Person is the surviving entity) assumes all of the obligations
      of such Guarantor in respect of its Loan Guarantee by executing an accession
      agreement substantially in the form of Exhibit D and providing the
      Administrative Agent with an Officers’ Certificate and Opinion of Counsel, and
      such transaction is otherwise in compliance with this Agreement and assumes
      the
      obligations under and becomes a party to the Collateral Documents to which
      such
      Guarantor is a party in accordance with the terms thereof;




(ii)  such
      Loan
      Guarantee is to be released as provided under Article
      8 ;
      or




(iii)  such
      sale
      or other disposition of substantially all of such Guarantor’s assets is made in
      accordance with Section
      5.06 .




Section
      5.17 . *Collateral
      Documents* *.* The
      Borrower will not, and will not permit any of its Subsidiaries to, enter into
      any amendment or modification of or waiver under any Collateral Document without
      the consent of the Required Lenders.




*Section
      5.18* *.
      Use
      of Proceeds.* The
      proceeds of the Loans will be used to repay existing Indebtedness of the
      Borrower or the Guarantors under the Original Loan Agreement. No part of the
      proceeds of any Loan will be used, directly or indirectly, for any purpose
      that
      entails a violation of any of the Regulations of the Board of Governors of
      the
      Federal Reserve System of the United States, including Regulations T, U and
      X.




*Section
      5.19* *.
      Additional Guarantors.* If
      at any
      time any Subsidiary is required to become a “Note Guarantor” pursuant to the
      Indenture (as such term is defined under the Master Collateral and Intercreditor
      Agreement), such Subsidiary shall simultaneously execute an addendum to this
      Agreement in form and substance reasonably satisfactory to the Administrative
      Agent in order to become a Guarantor party hereto.






ARTICLE
      2


EVENTS
      OF
      DEFAULT




If
      any of
      the following events (“ **Events
      of Default** ”)
      shall
      occur:




(a)  the
      Borrower shall fail to pay any principal of or premium on any Loan when the
      same
      shall become due, whether at the due date thereof or at a date fixed for
      prepayment thereof or otherwise;




(b)   the
      Borrower shall fail to pay when due any interest on any Loan or any fee or
      other
      amount (including Additional Amounts, but excluding an amount referred to in
      clause (a) above)
      payable under any Loan Document, and such failure shall continue unremedied
      for
      a period of three Business Days;




80




(c)  any
      representation, warranty or certification (other than regarding the Collateral,
      which matters are referred to in clause (j) below)
      made or deemed made by or on behalf of the Borrower or any of its Subsidiaries
      in or in connection with any Loan Document or any amendment or modification
      thereof or waiver thereunder, or in any report, certificate, financial statement
      or other document furnished pursuant to or in connection with any Loan Document
      or any amendment or modification thereof or waiver thereunder, shall prove
      to
      have been incorrect when made or deemed made;




(d)  the
      Borrower shall fail to observe or perform any covenant or agreement contained
      in Article
      5 except
      any covenant or agreement in Sections 5.01 , 5.02 , 5.12 , 5.13 , 5.14 or 5.15 (other
      than any such failure regarding the Collateral, which matters are governed
      by
      clause (j) below);




(e)  any
      Credit Party shall fail to observe or perform any covenant or agreement
      contained in any Loan Document (other than those specified in clause (a) , (b) or (d) above or
      clause (j) below),
      and such failure shall continue unremedied for a period of 30 days after written
      notice thereof from the Administrative Agent to the Borrower (which notice
      will
      be given at the request of any Lender);




(f)  default
      by the Borrower or any Restricted Subsidiary under any Indebtedness
      which:




(i)  is
      caused
      by a failure to pay principal of or premium, if any, or interest on such
      Indebtedness prior to the expiration of any applicable grace period provided
      in
      such Indebtedness on the date of such default; or




(ii)  results
      in the acceleration of such Indebtedness prior to its stated
      maturity;




and
      the
      principal or accreted amount of Indebtedness covered by (i) or (ii) at the
      relevant time aggregates $25 million or more;




(g)  a
      court
      having jurisdiction in the premises enters a decree or order for (i) relief
      in respect of the Borrower or any of its Significant Subsidiaries (or group
      of
      Subsidiaries that, taken together, would constitute a Significant Subsidiary)
      in
      an involuntary case under any applicable bankruptcy, insolvency or other similar
      law of Mexico or the United States now or hereafter in effect, (ii) appointment of a receiver, liquidator, assignee, custodian, trustee, *síndico* ,
      sequestrator or similar official of the Borrower or any of its Significant
      Subsidiaries (or group of Subsidiaries that, taken together, would constitute
      a
      Significant Subsidiary) or for all or substantially all of the property and
      assets of the Borrower or any of its Significant Subsidiaries (or group of
      Subsidiaries that, taken together, would constitute a Significant Subsidiary)
      or (iii) the
      winding up or liquidation of the affairs of the Borrower or any of its
      Significant Subsidiaries (or group of Subsidiaries that, taken together, would
      constitute a Significant Subsidiary) and, in each case, such decree or order
      shall remain unstayed and in effect for a period of 60 consecutive days, or
      any
      involuntary proceeding shall be




81


commenced
      or an involuntary petition shall be filed seeking the relief mentioned in
      sections (i), (ii) or (iii) above, and such proceeding or petition shall
      continue undismissed for a period of 60 consecutive days;




(h)  the
      Borrower or any of its Significant Subsidiaries (or group of Subsidiaries that,
      taken together, would constitute a Significant Subsidiary) (i) commences a voluntary case under any applicable bankruptcy, insolvency,
      suspension of payments or other similar law of Mexico or the United States
      now
      or hereafter in effect, or consents to the entry of an order for relief in
      an
      involuntary case under any such law, (ii) consents
      to the appointment of or taking possession by a receiver, liquidator, assignee,
      custodian, trustee, *síndico* ,
      sequestrator or similar official of the Borrower or any of its Significant
      Subsidiaries (or group of Subsidiaries that, taken together, would constitute
      a
      Significant Subsidiary) or for all or substantially all of the property and
      assets of the Borrower or any of its Significant Subsidiaries (or group of
      Subsidiaries that, taken together, would constitute a Significant Subsidiary), (iii) effects
      any general assignment for the benefit of creditors, (iv) files a
      petition or answer or consent seeking reorganization or relief under any
      Bankruptcy Law (as defined in the Existing Senior Note Indenture) or (v) approves
      any plan or proposal for the liquidation or dissolution of the Borrower or
      any
      of its Significant Subsidiaries (or group of Subsidiaries that, taken together,
      would constitute a Significant Subsidiary);




(i)  one
      or
      more judgments for the payment of money in an aggregate amount exceeding $25
      million shall be rendered against one or more of the Borrower or any of its
      Restricted Subsidiaries and shall remain undischarged for a period of 60
      consecutive days during which execution shall not be effectively stayed, or
      any
      action shall be legally taken by a judgment creditor to attach or levy upon
      any
      asset of the Borrower or any of its Restricted Subsidiaries to enforce any
      such
      judgment;




(j)  any (i) breach
      by the Borrower or any Grantor Subsidiary party thereto of any representation
      or
      warranty set forth in the Collateral Documents, or any representation and
      warranty set forth in this Agreement regarding the Collateral, (ii) default
      by the Borrower or any Grantor Subsidiary party thereto in the performance
      of
      any covenant set forth in the Collateral Documents or any covenant set forth
      in
      this Agreement regarding the Collateral, or (iii) repudiation by the Borrower or any Grantor Subsidiary party thereto of its
      obligations under the Collateral Documents or the unenforceability of any of
      the
      Collateral Documents against the Borrower or any Grantor Subsidiary party
      thereto for any reason; *provided* ,
      that
      any or all of the occurrences set forth in (i) through (iii) taken together,
      relate to Collateral the aggregate value of which is in excess of $25 million
      ($12.5 million with respect to breaches and defaults specified in (i) or (ii)
      that relate to the enforceability, perfection or priority of any security
      interest in Collateral or the existence of a Lien on Collateral other than
      a
      Collateral Permitted Lien or any repudiation specified in (iii)); *provided*  *further* ,
      that
      solely in the case of (i) or (ii) with respect to any breach or default that
      does not relate to the
      enforceability, perfection or priority of the security interest granted in
      Collateral or the existence of an Lien on Collateral other than a Collateral
      Permitted Lien, such




82


breach
      or
      default remains uncured for a period of 30 days after notice is provided thereof
      by the Administrative Agent or a Lender;




(k)  a
      Change
      in Control shall occur;




(l)  any
      Guarantor’s Loan Guarantee shall at any time fail to constitute a valid and
      binding agreement of such Guarantor or any party shall so assert in
      writing;




(m)  the
      Borrower or any of its Restricted Subsidiaries shall fail to pay when due any
      and all amounts payable as required under IMSS, INFONAVIT or SAR, except to
      the
      extent that such payments are disputed in good faith through appropriate
      proceedings and proper reserves therefor are maintained by the relevant Person
      or Persons in accordance with Mexican GAAP, and the outstanding amount of such
      due but unpaid payments does not in the aggregate exceed at any time $25
      million;




(n)  any
      Governmental Authority (or any Person acting or purporting to act under the
      authority of any such Governmental Authority) shall take any action to condemn,
      seize, nationalize, expropriate or otherwise compulsorily acquire all or any
      substantial part of the consolidated assets of the Borrower and its
      Subsidiaries, taken as a whole; or




(o)  any
      restriction or requirement shall have been imposed or amended after the date
      hereof, whether by legislative enactment, decree, regulation, order or
      otherwise, which limits the acquisition or the transfer of foreign exchange
      by
      the Borrower or a Guarantor, and such restriction or requirement shall have
      the
      effect of preventing the Borrower or a Guarantor from performing in any material
      respect its material obligations under this Agreement, or under any other Loan
      Document, including, without limitation, all payment obligations in
      Dollars;




then,
      and
      in every such event (except an event with respect to the Borrower described
      in
      clause (g) or (h) above),
      and at any time thereafter during the continuance of such event, the
      Administrative Agent may, and at the request of the Required Lenders shall,
      by
      written notice to the Borrower, take either or both of the following actions,
      at
      the same or different times: (i) if the
      Loans have not been made, terminate the Commitments, and thereupon the
      Commitments shall terminate immediately, and (ii) declare
      the Loans then outstanding to be due and payable in whole (or in part, in which
      case any principal not so declared to be due and payable may thereafter be
      declared to be due and payable), and thereupon the principal of the Loans so
      declared to be due and payable, together with accrued interest thereon and
      all
      fees and other obligations of the Borrower accrued hereunder, shall become
      due
      and payable immediately, without presentment, demand, protest or other notice
      of
      any kind, all of which are waived by the Borrower; and in the case of any event
      with respect to the Borrower described in clause (g) or (h) above,
      the Commitments shall automatically terminate and the principal of the Loans
      then outstanding, together with accrued interest thereon and all fees and other
      obligations of the Borrower accrued hereunder, shall automatically become due
      and payable, without




83


presentment,
      demand, protest or other notice of any kind, all of which are waived by the
      Borrower.




ARTICLE
      7


THE
      ADMINISTRATIVE AGENT




Section
      7.01 . *Appointment
      and Authorization.* Each
      Lender Party irrevocably appoints the Administrative Agent and the Collateral
      and Intercreditor Agent, and authorizes the Administrative Agent and the
      Collateral and Intercreditor Agent to take such actions on its behalf and to
      exercise such powers as are delegated to the Administrative Agent or to the
      Collateral and Intercreditor Agent, as applicable, by the terms of the Loan
      Documents, together with such actions and powers as are reasonably incidental
      thereto. Without limiting the generality of the foregoing, the Administrative
      Agent is hereby expressly (i) appointed the Creditor Representative (as defined
      in the Master Collateral and Intercreditor Agreement) with respect to this
      Agreement as a Senior Credit Facility (as so defined), and (ii) authorized
      to
      execute the Secured Party Accession Agreement and any and all other documents
      with respect to the Collateral and the rights of the Secured Parties with
      respect thereto in the name of and on behalf of each Lender (including any
      Person who shall become a Lender pursuant to an Assignment) as its
      attorney-in-fact, as contemplated by and in accordance with the provisions
      of
      this Agreement and the Collateral Documents (the Secured Party Accession
      Agreement and such other documents, the “ **Lender
      Documents** ”). Each
      Lender Party represents and warrants that (i) it is validly existing under
      the
      laws of the jurisdiction of its organization or formation with full power and
      authority to execute, deliver and perform its obligations under the Lender
      Documents and (ii) each Lender Document that has been executed and delivered
      or
      will after the date hereof be executed and delivered by or on behalf of such
      Lender Party (including pursuant to this Section 7.01) is (or will be, when
      so
      executed and delivered) its legal and valid obligation enforceable against
      such
      Lender Party in accordance with its terms, subject to applicable bankruptcy,
      concurso mercantil, insolvency, reorganization, moratorium, tax, labor and
      other
      laws affecting creditors' rights generally and subject to general principles
      of
      equity, regardless of whether considered in a proceeding in equity or at law.




*Section
      7.02* *.
      Rights and Powers as a Lender.* A
      bank
      serving as the Administrative Agent shall, in its capacity as a Lender, have
      the
      same rights and powers as any other Lender and may exercise the same as though
      it were not the Administrative Agent. Such bank and its Affiliates may accept
      deposits from, lend money to and generally engage in any kind of business with
      the Borrower or any of its Subsidiaries or Affiliate thereof as if it were
      not
      the Administrative Agent.




Section
      7.03 . *Limited
      Duties and Responsibilities* .
      The
      Administrative Agent shall not have any duties or obligations except those
      expressly set forth in the Loan Documents. Without limiting the generality
      of
      the foregoing, (a) the
      Administrative Agent shall not be subject to any fiduciary or other implied
      duties, regardless of whether




84


a
      Default
      has occurred and is continuing, Section
      3.04 the
      Administrative Agent shall not have any duty to take any discretionary action
      or
      exercise any discretionary powers, except discretionary rights and powers
      expressly contemplated by the Loan Documents that the Administrative Agent
      is
      required in writing to exercise by the Required Lenders (or such other number
      or
      percentage of the Lenders as shall be necessary under the circumstances as
      provided in Section
      9.02 )
      and Section
      3.05 except
      as expressly set forth in the Loan Documents, the Administrative Agent shall
      not
      have any duty to disclose, and shall not be liable for any failure to disclose,
      any information relating to the Borrower or any of its Subsidiaries that is
      communicated to or obtained by the bank serving as Administrative Agent or
      any
      of its Affiliates in any capacity. The Administrative Agent shall not be liable
      for any action taken or not taken by it with the consent or at the request
      of
      the Required Lenders (or such other number or percentage of the Lenders as
      shall
      be necessary under the circumstances as provided in Section
      9.02 )
      or in
      the absence of its own gross negligence or willful misconduct. The
      Administrative Agent shall be deemed not to have knowledge of any Default unless
      and until written notice thereof is given to the Administrative Agent by the
      Borrower or a Lender, and the Administrative Agent shall not be responsible
      for
      or have any duty to ascertain or inquire into (i) any
      statement, warranty or representation made in or in connection with any Loan
      Document, (ii) the
      contents of any certificate, report or other document delivered thereunder
      or in
      connection therewith, (iii) the
      performance or observance of any of the covenants, agreements or other terms
      or
      conditions set forth in any Loan Document, (iv) the
      validity, enforceability, effectiveness or genuineness of any Loan Document
      or
      any other agreement, instrument or document or (v) the
      satisfaction of any condition set forth in Article
      4 or
      elsewhere in any Loan Document, other than to confirm receipt of items expressly
      required to be delivered to the Administrative Agent.




Section
      7.04 . *Authority
      to Rely on Certain Writings, Statements and Advice* .
      The
      Administrative Agent shall be entitled to rely on, and shall not incur any
      liability for relying on, any notice, request, certificate, consent, statement,
      instrument, document or other writing believed by it to be genuine and to have
      been signed or sent by the proper Person. The Administrative Agent also may
      rely
      on any statement made to it orally or by telephone and believed by it to be
      made
      by the proper Person, and shall not incur any liability for relying thereon.
      The
      Administrative Agent may consult with legal counsel (who may be counsel for
      the
      Borrower or any of its Subsidiaries), independent accountants and other experts
      selected by it, and shall not be liable for any action taken or not taken by
      it
      in accordance with the advice of any such counsel, accountants or
      experts.




Section
      7.05 . *Sub-Agents
      and Related Parties* .
      The
      Administrative Agent may perform any and all its duties and exercise its rights
      and powers by or through one or more sub-agents appointed by it. The
      Administrative Agent and any such sub-agent may perform any and all its duties
      and exercise its rights and powers through their respective Related Parties.
      The
      exculpatory provisions of the preceding Sections of this Article shall apply
      to
      any such sub-agent and to the Related Parties of the Administrative Agent and
      any such sub-agent, and shall apply to activities in connection




85


with
      the
      syndication of the credit facilities provided for herein as well as activities
      as Administrative Agent.




Section
      7.06 . *Resignation;
      Successor Administrative Agent* .
      Subject
      to the appointment and acceptance of a successor Administrative Agent as
      provided in this Section, the Administrative Agent may resign at any time by
      notifying the Lenders and the Borrower. Upon any such resignation, the Required
      Lenders shall have the right, with the approval of Borrower, to appoint a
      successor. If no successor shall have been so appointed by the Required Lenders
      with the approval of the Borrower and shall have accepted such appointment
      within 30 days after the retiring Administrative Agent gives notice of its
      resignation, then the retiring Administrative Agent may, on behalf of the
      Lenders, appoint a successor Administrative Agent which shall be a bank with
      an
      office in New York, New York, having a combined capital and surplus of at least
      $500 million. Upon acceptance of its appointment as Administrative Agent
      hereunder by a successor, such successor shall succeed to and become vested
      with
      all the rights, powers, privileges and duties of the retiring Administrative
      Agent, and the retiring Administrative Agent shall be discharged from its duties
      and obligations hereunder. The fees payable by the Borrower to a successor
      Administrative Agent shall be the same as those payable to its predecessor
      unless otherwise agreed by the Borrower and such successor. After the
      Administrative Agent’s resignation hereunder, the provisions of this Article and Section
      9.03 shall
      continue in effect for the benefit of such retiring Administrative Agent, its
      sub-agents and their respective Related Parties in respect of any actions taken
      or omitted to be taken by any of them while the retiring Administrative Agent
      was acting as Administrative Agent.




Section
      7.07 . *Credit
      Decisions by Lenders* .
      Each
      Lender acknowledges that it has, independently and without reliance on the
      Administrative Agent or any other Lender and based on such documents and
      information as it has deemed appropriate, made its own credit analysis and
      decision to enter into this Agreement. Each Lender also acknowledges that it
      will, independently and without reliance on the Administrative Agent or any
      other Lender and based on such documents and information as it shall from time
      to time deem appropriate, continue to make its own decisions in taking or not
      taking action under or based on this Agreement, any other Loan Document or
      related agreement or any document furnished hereunder or
      thereunder.




ARTICLE
      8


LOAN
      GUARANTEES




*Section
      8.01* *.
      Loan Guarantees.* Each
      Guarantor unconditionally guarantees the full and punctual payment of (x) all
      principal of all Loans outstanding from time to time under this Agreement,
      (y)
      all interest (including any interest that accrues after the commencement of
      any
      case, proceeding or other action relating to the bankruptcy, insolvency or
      reorganization of the Borrower (or would accrue but for the operation of
      applicable bankruptcy or insolvency laws), whether or not such interest is
      allowed or




86


allowable
      as a claim in any such proceeding) on such Loans and (z) all other amounts
      now
      or hereafter payable by the Borrower pursuant to the Loan Documents (the amounts
      described in clauses (x), (y) and (z), collectively, the “ **Obligations** ”)
      when
      due (whether at stated maturity, upon acceleration or otherwise). If the
      Borrower fails to pay any Obligation punctually when due, each Guarantor agrees
      that it will forthwith on demand pay the amount not so paid at the place and
      in
      the manner specified in this Agreement, including without limitation with
      respect to Additional Amounts as provided under Section
      5.14 ,
      which
      shall apply to each Guarantor in making payments hereunder as fully as though
      such Guarantor were the “Borrower” in making payments hereunder.




*Section
      8.02* *.
      Guarantees Unconditional* .
      The
      obligations of each Guarantor under its Loan Guarantee shall be unconditional
      and absolute and, without limiting the generality of the foregoing, shall not
      be
      released, discharged or otherwise affected by:




(a)  any
      extension, renewal, settlement, compromise, waiver or release in respect of
      any
      obligation of the Borrower, any other Guarantor or any other Person under any
      Loan Document, by operation of law or otherwise;




(b)  any
      modification or amendment of or supplement to any Loan Document;




(c)  any
      release, impairment, non-perfection or invalidity of any direct or indirect
      security for any obligation of the Borrower, any other Guarantor or any other
      Person under any Loan Document;




(d)  any
      change in the corporate existence, structure or ownership of the Borrower,
      any
      other Guarantor or any other Person or any of their respective subsidiaries,
      or
      any insolvency, bankruptcy, *concurso
      mercantil* ,
      reorganization or other similar proceeding affecting the Borrower, any other
      Guarantor or any other Person or any of their assets or any resulting release
      or
      discharge of any obligation of the Borrower, any other Guarantor or any other
      Person under any Loan Document;




(e)  the
      existence of any claim, set-off or other right that such Guarantor may have
      at
      any time against the Borrower, any other Guarantor, any Lender Party or any
      other Person, whether in connection with the Loan Documents or any unrelated
      transactions, *provided* that
      nothing herein shall prevent the assertion of any such claim by separate suit
      or
      compulsory counterclaim;




(f)  any
      invalidity or unenforceability relating to or against the Borrower, any other
      Guarantor or any other Person for any reason of any Loan Document, or any
      provision of applicable law or regulation purporting to prohibit the payment
      of
      any Obligation by the Borrower, any other Guarantor or any other Person;
      or




87




(g)  any
      other
      act or omission to act or delay of any kind by the Borrower, any other
      Guarantor, any other party to any Loan Document, any Lender Party or any other
      Person, or any other circumstance whatsoever that might, but for the provisions
      of this clause (g) ,
      constitute a legal or equitable discharge of or defense to any obligation of
      any
      Guarantor hereunder.




*Section
      8.03* *.
      Release of Guarantees* . (a) All the
      Guarantees will be released when all the Commitments have expired or terminated
      and the principal of and interest on each Loan and all fees payable hereunder
      have been paid in full. If at any time any payment of an Obligation is rescinded
      or must be otherwise restored or returned upon the insolvency or receivership
      of
      the Borrower or otherwise, the Loan Guarantees shall be reinstated with respect
      thereto as though such payment had been due but not made at such
      time.




(b)  If
      all
      the capital stock of a Guarantor or all the assets of a Guarantor are sold
      to a
      Person other than the Borrower or one of its Subsidiaries in a transaction
      permitted by this Agreement (any such sale, a “ **Sale
      of Guarantor** ”),
      the
      Administrative Agent shall release such Guarantor from its Loan Guarantee; *provided* that, if
      such sale is a Prepayment Event, arrangements satisfactory to the Administrative
      Agent have been made to apply the Net Proceeds thereof as required by this
      Agreement. Such release shall not require the consent of any Lender Party,
      and
      the Administrative Agent shall be fully protected in relying on a certificate
      of
      the Borrower as to whether any particular sale constitutes a Sale of
      Guarantor.




(c)  In
      addition to any release permitted by subsection (b), the Administrative Agent
      may release any Loan Guarantee with the prior written consent of the Required
      Lenders; *provided* that any
      release of all or substantially all the Loan Guarantees shall require the
      consent of all the Lenders.




*Section
      8.04* *.
      Waiver by Guarantors* .
      Each
      Guarantor irrevocably waives acceptance hereof, presentment, demand, protest
      and
      any notice not provided for herein, as well as any requirement that at any
      time
      any action be taken by any Person against the Borrower, any other Guarantor
      or
      any other Person. Each Guarantor irrevocably waives acceptance hereof,
      presentment, demand, protest and any notice not provided for herein, as well
      as
      any requirement that at any time any action be taken by any Person against
      the
      Borrower, any other Credit Party or any other Person, prior to making a claim
      against such Guarantor, and any right to which it may otherwise be entitled
      to (i) require
      any Lender or the Administrative Agent to sue and/or complete an action against
      the Borrower or any other Credit Party prior to a claim being made against
      such
      Guarantor hereunder; (ii) have the
      assets of any the Borrower or any other Credit Party first be used and/or
      applied in full or in part as payment of the Borrower’s or any such other Credit
      Party’s obligations under the Loan Document prior to any amounts being claimed
      from or paid by such Guarantor hereunder; or (iii) have its
      obligations hereunder divided among itself and one or more other Credit Parties,
      if such Guarantor’s obligations would be less than the full amount claimed
      hereunder. In addition, each




88


Guarantor
      hereby waives, to the extent applicable, the benefits of *orden,
      excusión, división, prórroga* and *quita* and any
      benefits it may have under any of Articles 2813 through 2823, Articles 2839
      and
      2840 or Articles 2844 through 2849 (in each case inclusive) of Mexico’s Federal
      Civil Code (the “ **Civil
      Code** ”),
      and
      the correlative articles of the civil codes of each political subdivision of
      Mexico. The obligations assumed by each Guarantor hereunder shall not be
      affected by the absence of judicial request of payment by any Lender or the
      Administrative Agent to the Borrower, and whether or not any Lender or the
      Administrative Agent takes any action within the time set forth in Articles
      2848
      and 2849 of the Civil Code, and each Guarantor hereby expressly waives the
      provisions of such Articles.




*Section
      8.05* *.
      Subrogation.* A
      Guarantor that makes a payment with respect to a Obligation hereunder shall
      be
      subrogated to the rights of the payee against the Borrower with respect to
      such
      payment; provided that no Guarantor shall enforce any payment by way of
      subrogation against the Borrower, or by reason of contribution against any
      other
      Guaranteeing Person of such Obligation, until all the Commitments have expired
      or terminated and the principal of and interest on each Loan and all fees
      payable hereunder have been paid in full.




*Section
      8.06* *.
      Stay of Acceleration* .
      If
      acceleration of the time for payment of any Obligation by the Borrower is stayed
      by reason of the insolvency or receivership of the Borrower or otherwise, all
      Obligations otherwise subject to acceleration under the terms of any Loan
      Document shall nonetheless be payable by the Guarantors hereunder forthwith
      on
      dema nd
      by the
      Administrative Agent.




Section
      8.07 . *Continuing
      Loan Guarantee* .
      Each
      Loan Guarantee is a continuing guarantee, shall be binding on the relevant
      Guarantor and its successors and assigns, and shall be enforceable by the
      Administrative Agent or the Lender Parties. If all or part of any Lender Party’s
      interest in any Obligation is assigned or otherwise transferred as permitted
      hereby, the transferor’s rights under each Loan Guarantee, to the extent
      applicable to the obligation so transferred, shall automatically be transferred
      with such obligation.






ARTICLE
      9


MISCELLANEOUS




Section
      9.01 .  *Notices* .
      Except
      in the case of notices and other communications expressly permitted to be given
      by telephone, all notices and other communications provided for herein shall
      be
      in writing and shall be delivered by hand or overnight courier service, mailed
      by certified or registered mail or sent by telecopy, as follows:




(a)  if
      to the
      Borrower, to it at Av. Ricardo Margain 440, Col. Valle del Campestre, 66265
      San
      Pedro Garza García, N.L. Mexico, Attention of Departamento Jurídico (Telecopy
      No. +52 (81) 8335-8319);




89




(b)  if
      to any
      Guarantor, in care of the Borrower as described in clause (a) above;




(c)  if
      to the
      Administrative Agent, to it at Eleven Madison Avenue, OMA-2 New York, NY 10010,
      Attention of John Burke/Yvette McQueen (Telecopy No. (212) 325 8304);
      and




(d)  if
      to any
      other Lender, to it at its address (or telecopy number) set forth in its
      Administrative Questionnaire.




Any
      party
      hereto may change its address or telecopy number for notices and other
      communications hereunder by notice to the Administrative Agent and the Borrower.
      All notices and other communications given to any party hereto in accordance
      with the provisions of this Agreement will be deemed to have been given on
      the
      date of receipt.




Section
      9.02 .  *Waivers;
      Amendments* . (a) No
      failure or delay by any Lender Party in exercising any right or power hereunder
      or under any other Loan Document shall operate as a waiver thereof, nor shall
      any single or partial exercise of any such right or power, or any abandonment
      or
      discontinuance of steps to enforce such a right or power, preclude any other
      or
      further exercise thereof or the exercise of any other right or power. The rights
      and remedies of the Lender Parties under the Loan Documents are cumulative
      and
      are not exclusive of any rights or remedies that they would otherwise have.
      No
      waiver of any provision of any Loan Document or consent to any departure by
      any
      Credit Party therefrom shall in any event be effective unless the same shall
      be
      permitted by subsection (b) of this Section, and then such waiver or consent
      shall be effective only in the specific instance and for the purpose for which
      given. Without limiting the generality of the foregoing, the making of a Loan
      shall not be construed as a waiver of any Default, regardless of whether any
      Lender Party had notice or knowledge of such Default at the time.




(b)  No
      Loan
      Document or provision thereof may be waived, amended or modified except, in
      the
      case of this Agreement, by an agreement or agreements in writing entered into
      by
      the Borrower and the Required Lenders or, in the case of any other Loan
      Document, by an agreement or agreements in writing entered into by the parties
      thereto with the consent of the Required Lenders; *provided* that no
      such agreement shall:




(i)  increase
      the Commitment of any Lender without its written consent;




(ii)  reduce
      the principal amount of any Loan or reduce the rate of interest thereon, or
      reduce any fee payable hereunder, without the written consent of each Lender
      Party affected thereby;




(iii)  postpone
      the maturity of any Loan, premium or any date for the payment of any interest
      or
      fee payable hereunder, or reduce the amount of,




90


waive
      or
      excuse any such payment, or postpone the scheduled date of expiration of any
      Commitment, without the written consent of each Lender Party affected thereby;




(iv)  change Section
      2.11(b) or 2.11(c) in a
      manner that would alter the pro rata sharing of payments required thereby,
      without the written consent of each Lender;




(v)  change
      any provision of this Section or the percentage set forth in the definition
      of
“Required Lenders” or any other provision of any Loan Document specifying the
      number or percentage of Lenders required to take any action thereunder, without
      the written consent of each Lender;




(vi)  release
      any Guarantor from its Loan Guarantee (except as expressly provided in Section
      8.03 ),
      or
      limit its liability in respect of its Loan Guarantee, without the written
      consent of each Lender; or




(vii)  release
      all or any substantial part of the Collateral from the Liens created by the
      Collateral Documents, without the written consent of each Lender; *provided
      further* that no
      such agreement shall amend, modify or otherwise affect the rights or duties
      of
      the Administrative Agent without its prior written consent.




(c)  Notwithstanding
      the foregoing, if the Required Lenders enter into or consent to any waiver,
      amendment or modification pursuant to subsection (b) of this
      Section, no consent of any other Lender will be required if, when such waiver,
      amendment or modification becomes effective, (i) the
      Commitment of each Lender not consenting thereto terminates and (ii) all
      amounts owing to it or accrued for its account hereunder are paid in
      full.




Section
      9.03 .  *Expenses;
      Indemnity; Damage Waiver* . (a)  The
      Borrower shall pay (i) all
      reasonable and documented out-of-pocket expenses incurred by the Administrative
      Agent and its Affiliates, including the reasonable fees, charges and
      disbursements of counsel for the Administrative Agent, in connection with the
      syndication of the credit facilities provided for herein, the preparation and
      administration of the Loan Documents and any amendments, modifications or
      waivers of the provisions thereof (whether or not the transactions contemplated
      hereby or thereby shall be consummated) and (ii) all
      out-of-pocket expenses incurred by any Lender Party, including the fees, charges
      and disbursements of any counsel for any Lender Party, in connection with the
      enforcement or protection of its rights in connection with the Loan Documents
      (including its rights under this Section) or the Loans, including all such
      out-of-pocket expenses incurred during any workout, restructuring or
      negotiations in respect of the Loans.




(b)  The
      Borrower shall indemnify each of the Lender Parties and their respective Related
      Parties (each such Person being called an “ **Indemnitee** ”)
      against, and




91


hold
      each
      Indemnitee harmless from, any and all losses, claims, direct damages,
      liabilities and related expenses, including the fees, charges and disbursements
      of counsel for any Indemnitee, incurred by or asserted against any Indemnitee
      arising out of, in connection with, or as a result of (c) the
      execution or delivery of any Loan Document or any other agreement or instrument
      contemplated hereby, the performance by the parties to the Loan Documents of
      their respective obligations thereunder or the consummation of the Transactions
      or any other transactions contemplated hereby, (d) any Loan
      or the use of the proceeds therefrom, (e) any
      Environmental Liability related in any way, directly or indirectly, to the
      Borrower or any Subsidiary or (f) any
      actual or prospective claim, litigation, investigation or proceeding relating
      to
      any of the foregoing, whether based on contract, tort or any other theory and
      regardless of whether any Indemnitee is a party thereto; *provided* that
      such indemnity shall not be available to any Indemnitee to the extent that
      such
      losses, claims, damages, liabilities or related expenses have resulted from
      such
      Indemnitee’s or any of such Indemnitee’s Affiliates’ gross negligence or willful
      misconduct.




(c)  To
      the
      extent that the Borrower fails to pay any amount required to be paid by it
      to
      the Administrative Agent under subsection (a) or (b) of this Section, each
      Lender severally agrees to pay to the Administrative Agent such Lender’s pro
      rata share (determined as of the time that the applicable unreimbursed expense
      or indemnity payment is sought, on the basis of respective outstanding Loans)
      of
      such unpaid amount; *provided* that the
      unreimbursed expense or indemnified loss, claim, damage, liability or related
      expense, as the case may be, was incurred by or asserted against the
      Administrative Agent in its capacity as such.




(d)  To
      the
      extent permitted by applicable law, the Borrower shall not assert, and hereby
      waives, any claim against any Indemnitee, on any theory of liability, for
      special, indirect, consequential or punitive damages (as opposed to direct
      or
      actual damages) arising out of, in connection with, or as a result of, this
      Agreement or any agreement or instrument contemplated hereby, any Loan or the
      use of the proceeds thereof.




(e)  All
      amounts due under this Section shall be payable within 10 Business Days after
      written demand therefor.




Section
      9.04 .  *Successors
      and Assigns* . (a) The
      provisions of this Agreement shall be binding on and inure to the benefit of
      the
      parties hereto and their respective successors and assigns permitted hereby,
      except that the Borrower may not assign or otherwise transfer any of its rights
      or obligations hereunder without the prior written consent of each Lender (and
      any attempted assignment or transfer by the Borrower without such consent shall
      be null and void). Nothing in this Agreement, expressed or implied, shall be
      construed to confer upon any Person (except the parties hereto, their respective
      successors and assigns permitted hereby and, to the extent expressly provided
      herein, the Related Parties of the Lender Parties) any legal or equitable right,
      remedy or claim under or by reason of this Agreement.




92




(b)  Any
      Lender may assign to one or more assignees all or a portion of its rights and
      obligations under this Agreement (including all or a portion of any Commitment
      it has at the time and any Loans at the time owing to it); *provided* that:




(i)  except
      in
      the case of an assignment to a Lender or a Lender Affiliate, the Administrative
      Agent must give its prior written consent to such assignment (which consent
      shall not be unreasonably withheld);




(ii)  unless
      each of the Borrower and the Administrative Agent otherwise consent, the amount
      of the Commitment or Loans of the assigning Lender subject to each such
      assignment shall not be less than $1,000,000; *provided* that
      this (ii) shall not apply to an assignment to a Lender or a Lender Affiliate
      or
      an assignment of the entire remaining amount of the assigning Lender’s
      Commitment or Loans;




(iii)  the
      parties to each such assignment shall (a) electronically execute and deliver
      to
      the Administrative Agent an Assignment via an electronic settlement system
      acceptable to the Administrative Agent (which initially shall be ClearPar,
      LLC)
      or (b) manually execute and deliver to the Administrative Agent an Assignment,
      together with a processing and recordation fee of $3,500 (such fee payable
      by
      the assignor or assignee, as agreed by the parties); *provided* that
      only one such fee shall be due in respect of a simultaneous assignment to more
      than one Lender Affiliate; and




(iv)  the
      assignee, if it shall not be a Lender, shall deliver to the Administrative
      Agent
      a completed Administrative Questionnaire and applicable tax forms;




Subject
      to acceptance and recording thereof pursuant to subsection (d) of this Section,
      from and after the Original Effective Date specified in each Assignment the
      assignee thereunder shall be a party hereto and, to the extent of the interest
      assigned by such Assignment, have the rights and obligations of a Lender under
      this Agreement, and the assigning Lender thereunder shall, to the extent of
      the
      interest assigned by such Assignment, be released from its obligations under
      this Agreement (and, in the case of an Assignment covering all of the assigning
      Lender’s rights and obligations under this Agreement, such Lender shall cease to
      be a party hereto but shall continue to be entitled to the benefits of Sections
      2.09, 2.10, 5.14 and 9.03 ).
      Any
      assignment or transfer by a Lender of rights or obligations under this Agreement
      that does not comply with this subsection shall be treated for purposes of
      this
      Agreement as a sale by such Lender of a participation in such rights and
      obligations in accordance with subsection (d) of this Section.




(c)  The
      Administrative Agent, acting for this purpose as an agent of the Borrower,
      shall
      maintain at one of its offices in New York City a copy of each Assignment
      delivered to it and a register for the recordation of the names and addresses




93


of
      the
      Lenders, their respective Commitments and the principal amounts of the Loans
      owing to each Lender pursuant to the terms hereof from time to time (the
“ **Register** ”).
      The
      entries in the Register shall be conclusive, and the parties hereto may treat
      each Person whose name is recorded in the Register pursuant to the terms hereof
      as a Lender for all purposes of this Agreement, notwithstanding notice to the
      contrary. The Register shall be available for inspection by any party hereto
      at
      any reasonable time and from time to time upon reasonable prior
      notice.




(d)  Upon
      its
      receipt of a duly completed Assignment executed by an assigning Lender and
      an
      assignee, the assignee’s completed Administrative Questionnaire and applicable
      tax forms (unless the assignee shall already be a Lender hereunder), the
      processing and recordation fee referred to in subsection (b) of this Section
      and
      any written consent to such assignment required by subsection (b) of this
      Section, the Administrative Agent shall accept such Assignment and record the
      information contained therein in the Register. No assignment shall be effective
      for purposes of this Agreement unless it has been recorded in the Register
      as
      provided in this subsection .




(e)  Any
      Lender may, without the consent of the Borrower or any other Lender Party,
      sell
      participations to one or more banks or other entities (“ **Participants** ”)
      in all
      or a portion of such Lender’s rights and obligations under this Agreement
      (including all or a portion of its Commitments and the Loans owing to it); *provided* that (i) such
      Lender’s obligations under this Agreement shall remain unchanged, (ii) such
      Lender shall remain solely responsible to the other parties hereto for the
      performance of such obligations and (iii) the
      Borrower and the other Lender Parties shall continue to deal solely and directly
      with such Lender in connection with such Lender’s rights and obligations under
      this Agreement. Any agreement or instrument pursuant to which a Lender sells
      such a participation shall provide that such Lender shall retain the sole right
      to enforce the Loan Documents and to approve any amendment, modification or
      waiver of any provision of the Loan Documents; *provided* that
      such agreement or instrument may provide that such Lender will not, without
      the
      consent of the Participant, agree to any amendment, modification or waiver
      described in the first proviso to Section
      9.02(b) that
      affects such Participant. Subject to subsection (f) of this Section, each
      Participant shall be entitled to the benefits of Sections 2.09, 2.10 and 5.14 to the
      same extent as if it were a Lender and had acquired its interest by assignment
      pursuant to subsection (b) of this Section.




(f)  A
      Participant shall not be entitled to receive any greater payment under Section
      2.09 than the
      applicable Lender would have been entitled to receive with respect to the
      participation sold to such Participant, unless the sale of the participation
      to
      such Participant is made with the Borrower’s prior written consent.




(g)  Any
      Lender may at any time pledge or assign a security interest in all or any
      portion of its rights under this Agreement to secure obligations of such Lender,
      including any pledge or assignment to secure obligations to a Federal Reserve
      Bank, and this Section shall not apply to any such pledge or assignment of
      a
      security interest;




94


*provided* that no
      such pledge or assignment of a security interest shall release a Lender from
      any
      of its obligations hereunder or substitute any such pledgee or assignee for
      such
      Lender as a party hereto.




(h)  If
      at any
      time any Lender that is a Foreign Financial Institution (as defined in Section
      5.14 )
      is
      required to file with the Ministry of Finance a report setting forth each
      effective beneficiary ( *beneficiario
      efectivo* )
      of
      payments made to such Lender of interest on its Loans, such Lender shall
      contemporaneously deliver a copy of such report to the Borrower.




Section
      9.05 . *Survival* .
      All
      covenants, agreements, representations and warranties made by the Credit Parties
      in the Loan Documents and in certificates or other instruments delivered in
      connection with or pursuant to the Loan Documents shall be considered to have
      been relied upon by the other parties hereto and shall survive the execution
      and
      delivery of the Loan Documents and the making of any Loans, regardless of any
      investigation made by any such other party or on its behalf and notwithstanding
      that any Lender Party may have had notice or knowledge of any Default or
      incorrect representation or warranty at the time any credit is extended
      hereunder, and shall continue in full force and effect as long as any principal
      of or accrued interest on any Loan or any fee or other amount payable hereunder
      is outstanding and unpaid or any Commitment has not expired or terminated.
      The
      provisions of Sections 2.09, 2.10, 5.14 and 9.03 and Article
      7 shall
      survive and remain in full force and effect regardless of the consummation
      of
      the transactions contemplated hereby, the repayment of the Loans, the expiration
      or termination of the Commitments or the termination of this Agreement or any
      provision hereof.




Section
      9.06 . *Counterparts;
      Integration; Effectiveness* .
      This
      Agreement may be executed in counterparts (and by different parties hereto
      on
      different counterparts), each of which shall constitute an original, but all
      of
      which when taken together shall constitute a single contract. This Agreement,
      the other Loan Documents and any separate letter agreements with respect to
      fees
      payable to the Administrative Agent constitute the entire contract among the
      parties relating to the subject matter hereof and supersede any and all previous
      agreements and understandings, oral or written, relating to the subject matter
      hereof. Except as provided in Section
      4.01 ,
      this
      Agreement (i) will
      become effective when the Administrative Agent shall have signed this Agreement
      and received counterparts hereof that, when taken together, bear the signatures
      of each of the other parties hereto and (ii) thereafter will be binding upon and inure to the benefit of the parties hereto
      and their respective successors and assigns. Delivery of an executed counterpart
      of a signature page of this Agreement by telecopy will be effective as delivery
      of a manually executed counterpart of this Agreement.




Section
      9.07 . *Severability.* If
      any
      provision of any Loan Document is invalid, illegal or unenforceable in any
      jurisdiction then, to the fullest extent permitted by law, (i) such
      provision shall, as to such jurisdiction, be ineffective to the extent (but
      only
      to the extent) of such invalidity, illegality or unenforceability, (ii) the
      other provisions of




95


the
      Loan
      Documents shall remain in full force and effect in such jurisdiction and (iii) the
      invalidity, illegality or unenforceability of any such provision in any
      jurisdiction shall not affect the validity, legality or enforceability of such
      provision in any other jurisdiction.




Section
      9.08 . *Right
      of Set-off* .
      Subject
      to the terms of the Master Collateral and Intercreditor Agreement (including
      Sections 5.01 and 5.02 thereof), if an Event of Default shall have occurred and be continuing, each
      Lender and each of its Affiliates is authorized at any time and from time to
      time, 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) at any
      time
      held and other obligations at any time owing by such Lender or Affiliate to
      or
      for the credit or the account of the Borrower against any obligations of the
      Borrower now or hereafter existing hereunder and held by such Lender,
      irrespective of whether or not such Lender shall have made any demand hereunder
      and although such obligations may be unmatured. The rights of each Lender under
      this Section are in addition to other rights and remedies (including other
      rights of setoff) that such Lender may have. Each
      Lender agrees promptly to notify the Borrower and the Administrative Agent
      after
      any such set-off and application made by such Lender, *provided* that the
      failure to give such notice shall not affect the validity of such set-off and
      application.




Section
      9.09 .  *Governing
      Law; Jurisdiction; Consent to Service of Process* . (a) This
      Agreement shall be construed in accordance with and governed by the law of
      the
      State of New York.




(b)  Each
      of
      the parties hereto hereby irrevocably and unconditionally submits, for itself,
      to the jurisdiction of the Supreme Court of the State of New York sitting in
      New
      York County and of the United States District Court of the Southern District
      of
      New York, and any relevant appellate court (each, a “ **New
      York Court** ”)
      and to
      the courts of its own corporate domicile in respect of actions brought against
      it as a defendant, in any action or proceeding arising out of or relating to
      any
      Loan Document, or for recognition or enforcement of any judgment, and each
      party
      hereto irrevocably and unconditionally agrees that all claims in respect of
      any
      such action or proceeding may be heard and determined in such courts. Each
      party
      hereto (i) expressly and irrevocably waives all rights of jurisdiction in any such action
      or proceeding which may now or hereafter be afforded by law in any other forum,
      and (ii) agrees
      that a final judgment in any such action or proceeding shall be conclusive
      and
      may be enforced in other jurisdictions by suit on the judgment or in any other
      manner provided by law.




(c)  Each
      Credit Party irrevocably and unconditionally waives, to the fullest extent
      it
      may legally and effectively do so, any objection that it may now or hereafter
      have to the laying of venue of any suit, action or proceeding arising out of
      or
      relating to any Loan Document in any court referred to in subsection (b) of
      this
      Section and any right to which it may be entitled on account of place of
      residence or domicile. Each party hereto irrevocably waives, to the fullest
      extent permitted by law, the defense of an




96


inconvenient
      forum to the maintenance of any such suit, action or proceeding in any such
      court.




(d)  Each
      Credit Party hereby irrevocably designates, appoints, authorizes and empowers
      as
      its agent for service of process, CT Corporation System, at its offices
      currently located at 111 Eighth Avenue, 13th Floor, New York, NY 10011 (the
      “ **Process
      Agent** ”),
      to
      receive and forward on its behalf service of any and all process, notices or
      other documents that may be served in any suit, action or proceeding relating
      hereto in any New York Court (as defined in subsection (b) of this Section).
      Each Credit Party consents to process being served in any suit, action or
      proceeding of the nature referred to in this Section by serving a copy thereof
      upon the Process Agent. Without prejudice to the foregoing, the Lenders agree
      that to the extent lawful and possible, written notice of said service upon
      the
      Process Agent shall also be mailed by registered or certified airmail, postage
      prepaid, return receipt requested, to such Credit Party at the address provided
      pursuant to Section
      9.01 .
      If said
      service upon the Process Agent shall not be possible or shall otherwise be
      impractical after reasonable efforts to effect the same, the Borrower consents
      to process being served in any suit, action or proceeding of the nature referred
      to in the Section by the mailing of a copy thereof by registered or certified
      airmail, postage prepaid, return receipt requested, to the address of such
      Credit Party provided pursuant to Section
      9.01 ,
      which
      service shall be effective 14 days after deposit in the United States Postal
      Service. Each Credit Party agrees that such service (1) shall be
      deemed in every respect effective service of process upon it in any such suit,
      action or proceeding and (2) shall,
      to the fullest extent permitted by law, be taken and held to be valid personal
      service upon and personal delivery to it. Without limitation of the foregoing,
      each party hereto irrevocably consents to service of process in the manner
      provided for notices in Section
      9.01 .
      Nothing
      in any Loan Document will affect the right of any party hereto to serve process
      in any other manner permitted by law.




(e)  To
      the
      extent that any Credit Party has or hereafter may be entitled to claim or may
      acquire, for itself or any of its assets, any immunity from suit, jurisdiction
      of any court or from any legal process (whether through service or notice,
      attachment prior to judgment, attachment in aid of execution, or otherwise)
      with
      respect to itself or its property, such Credit Party hereby irrevocably waives
      such immunity in respect of its obligations under the Loan Documents to the
      extent permitted by applicable law and, without limiting the generality of
      the
      foregoing, agrees that the waivers set forth in this Section shall be effective
      to the fullest extent now or hereafter permitted under the Foreign Sovereign
      Immunities Act of 1976 of the United States and are intended to be irrevocable
      for purposes of such Act.




Section
      9.10 . *WAIVER
      OF JURY TRIAL* .
      EACH
      PARTY HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
      RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
      INDIRECTLY ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT OR ANY TRANSACTION
      CONTEMPLATED THEREBY




97


(WHETHER
      BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
      REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
      EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
      INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
      CERTIFICATIONS IN THIS SECTION.




Section
      9.11 . *Headings* .
      Article
      and Section headings and the Table of Contents herein are for convenience of
      reference only, are not part of this Agreement and shall not affect the
      construction of, or be taken into consideration in interpreting, this
      Agreement.




Section
      9.12 . *Confidentiality* .
      Each
      Lender Party agrees to maintain the confidentiality of the Information (as
      defined below), except that Information may be disclosed (a) to its
      and its Affiliates’ directors, officers, employees and agents, including
      accountants, legal counsel and other advisors (it being understood that the
      Persons to whom such disclosure is made will be informed of the confidential
      nature of such Information and instructed to keep such Information
      confidential), (b) to the
      extent requested by any regulatory authority, (c) to the
      extent required by applicable laws or regulations or by any subpoena or similar
      legal process, (d) to any
      other party to this Agreement, (e) in
      connection with the exercise of any remedy hereunder or any suit, action or
      proceeding relating to any Loan Document or the enforcement of any right
      thereunder, (f) subject
      to an agreement containing provisions substantially the same as those of this
      Section, to (i) any
      actual or prospective assignee of or Participant in any of its rights or
      obligations under this Agreement or (ii) any
      actual or prospective counterparty (or its advisors) to any swap or derivative
      transaction relating to the Borrower and its obligations, (g) with the
      consent of the Borrower or (h) to the
      extent such Information either (i) becomes
      publicly available other than as a result of a breach of this Section or (ii) becomes
      available to any Lender Party on a nonconfidential basis from a source other
      than the Borrower. For the purposes of this Section, “ **Information** ”
      means
      all information received from the Borrower relating to the Borrower or its
      business, other than any such information that is available to any Lender Party
      on a nonconfidential basis before disclosure by the Borrower; *provided* that, in
      the case of information received from the Borrower after the date hereof, such
      information is clearly identified at the time of delivery as confidential.
      Any
      Person required to maintain the confidentiality of Information as provided
      in
      this Section shall be considered to have complied with its obligation to do
      so
      if such Person has exercised the same degree of care to maintain the
      confidentiality of such Information as such Person would accord to its own
      confidential information.




*Section
      9.13* *.
      Interest Rate Limitation.* Notwithstanding
      anything herein to the contrary, if at any time the interest rate applicable
      to
      any Loan, together with all fees, charges and other amounts that are treated
      as
      interest on such Loan under applicable law




98


(collectively
      the “ **Charges** ”),
      shall
      exceed the maximum lawful rate (the “ **Maximum
      Rate** ”)
      that
      may be contracted for, charged or otherwise received by the Lender holding
      such
      Loan in accordance with applicable law, the rate of interest payable in respect
      of such Loan hereunder, together with all Charges payable in respect thereof,
      shall be limited to the Maximum Rate and, to the extent lawful, the interest
      and
      Charges that would have been payable in respect of such Loan but were not
      payable as a result of the operation of this Section shall be cumulated and
      the
      interest and Charges payable to such Lender in respect of other Loans or periods
      shall be increased (but not above the Maximum Rate therefor) until such Lender
      shall have received such cumulated amount, together with interest thereon at
      the
      Federal Funds Effective Rate to the date of payment.




99


IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed by their respective authorized officers as of the day and year first
      above written.






VITRO
              ENVASES NORTEAMÉRICA, SA.A.DEBy:Name:
              Title:By:Name:
              Title:






INDUSTRIA
                DEL ÁLCALI, S.A. DE C.V., as a GuarantorBy:Name:
                Title:By:Name:
                Title:


COMPAÑÍA
                    VIDRIERA, S.A. DE C.V.,
                  as
                    a GuarantorBy:Name:
                  Title:By:Name:
                  Title:









FABRICACIÓN
                  DE MÁQUINAS, S.A. DE C.V.,
                as
                  a GuarantorBy:Name:
                Title:By:Name:
                Title:
   PROCESADORA
                  DE MATERIAS PRIMAS INDUSTRIALIZABLES, S.A. DE C.V., as a
                  GuarantorBy:Name:
                  Title:By:Name:
                  Title:
 VIDRIERA
                      MONTERREY, S.A. DE C.V., as a GuarantorBy:Name:
                    Title:By:Name:
                    Title:









VIDRIERA
                    GUADALAJARA, S.A. DE C.V., as a GuarantorBy:Name:
                  Title:By:Name:
                  Title:
   VIDRIERA
                    QUERÉTARO, S.A. DE C.V., as a GuarantorBy:Name:
                    Title:By:Name:
                    Title:
 VIDRIERA
                        TOLUCA, S.A. DE C.V., as GuarantorBy:Name:
                      Title:By:Name:
                      Title:







VIDRIERA
                  LOS REYES, S.A. DE C.V., as a GuarantorBy:Name:
                Title:By:Name:
                Title:
   VITRO
                  PACKAGING, INC., as a GuarantorBy:Name:
                  Title:By:Name:
                  Title:







CREDIT
                    SUISSE FIRST BOSTON,
                  acting through its Cayman Islands
                  Branch, as a Lender and as
                  Administrative AgentBy:Name:
                  Title:By:Name:
                  Title:








[LENDERS]