EXHIBIT 2.12
                                                                EXECUTION COPY




===============================================================================




                              VITRO, S.A. de C.V.
                                   as Issuer


                                      AND


                      WACHOVIA BANK, NATIONAL ASSOCIATION
                                  as Trustee


                                   Indenture


                         Dated as of October 22, 2003


                                ______________


                                 $ 225,000,000


                                 Senior Notes
===============================================================================



<PAGE>


                             CROSS-REFERENCE TABLE


TIA Sections                                     Indenture Sections


ss. 310........................................         11.07
        (a)....................................          5.08
        (b)....................................          5.09
ss. 311........................................         11.07
        (b)(4).................................          5.12
        (b)(6).................................          5.12
ss. 312(a).....................................         11.07
       (a).....................................          3.06
ss. 313(a).....................................         11.07
       (a).....................................          3.07
ss. 314........................................      1.01; 11.07
ss. 315........................................      5.01; 12.07
       (e).....................................          5.09
ss. 316........................................      5.01; 11.07
ss. 317........................................         11.07



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                               Table of Contents

                                                                           Page


                                   ARTICLE I

                                  DEFINITIONS

SECTION 1.01. Certain Terms Defined..........................................12

                                  ARTICLE II

             ISSUE, EXECUTION, FORM AND REGISTRATION OF SECURITIES

SECTION 2.01. Authentication and Delivery of Securities......................33
SECTION 2.02. Execution of Securities........................................33
SECTION 2.03. Certificate of Authentication..................................34
SECTION 2.04. Form, Denomination and Date of Securities; Payments of
                 Interest....................................................34
SECTION 2.05. Restrictive Legends............................................35
SECTION 2.06. Registration, Transfer and Exchange............................37
SECTION 2.07. Book-Entry Provisions for Global Securities....................38
SECTION 2.08. Special Transfer Provisions....................................40
SECTION 2.09. Mutilated, Defaced, Destroyed, Lost and Stolen Securities......43
SECTION 2.10. Cancellation of Securities; Destruction Thereof................44
SECTION 2.11. Temporary Securities...........................................44
SECTION 2.12. Persons Deemed Owners..........................................44
SECTION 2.13. CUSIP and ISIN Numbers.........................................45


                                  ARTICLE III

                    COVENANTS OF THE ISSUER AND THE TRUSTEE

SECTION 3.01. Payment of Principal and Interest..............................45
SECTION 3.02. Offices for Payments, etc......................................45
SECTION 3.03. Appointment to Fill a Vacancy in Office of Trustee.............45
SECTION 3.04. Paying Agents..................................................46
SECTION 3.05. Certificates to Trustee........................................46
SECTION 3.06. Securityholders Lists..........................................47
SECTION 3.07. Reports by the Trustee.........................................47
SECTION 3.08. Limitation on Indebtedness.....................................47
SECTION 3.09. Limitation on Restricted Payments..............................49
SECTION 3.10. Limitation on Dividend and Other Payment Restrictions
                  Affecting Restricted Subsidiaries..........................52
SECTION 3.11. Limitation on Issuances of Guarantees by Restricted
                  Subsidiaries...............................................53




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SECTION 3.12. Limitation on Transactions with Shareholders and Affiliates....53
SECTION 3.13. Limitation on Liens............................................54
SECTION 3.14. Limitation on Layered Indebtedness.............................55
SECTION 3.15. Limitation on Asset Sales......................................55
SECTION 3.16. Limitation on Permitted Business...............................57
SECTION 3.17. Change of Control..............................................57
SECTION 3.18. Provision of Financial Information.............................58
SECTION 3.19. Payment of Additional Amounts..................................59
SECTION 3.20. Waiver of Stay.................................................61
SECTION 3.21. Maintenance of Properties and Insurance........................61
SECTION 3.22. Registration...................................................61


                                  ARTICLE IV

                             DEFAULT AND REMEDIES

SECTION 4.01. Event of Default Defined.......................................61
SECTION 4.02. Acceleration...................................................63
SECTION 4.03. Other Remedies.................................................63
SECTION 4.04. Waiver of Past Defaults........................................64
SECTION 4.05. Control by Majority............................................64
SECTION 4.06. Limitation on Suits............................................64
SECTION 4.07. Rights of Holders to Receive Payment...........................65
SECTION 4.08. Collection Suit by Trustee.....................................65
SECTION 4.09. Trustee May File Proofs of Claim...............................65
SECTION 4.10. Priorities.....................................................66
SECTION 4.11. Undertaking for Costs..........................................66
SECTION 4.12. Restoration of Rights and Remedies.............................66
SECTION 4.13. Rights and Remedies Cumulative.................................66
SECTION 4.14. Delay or Omission Not Waive....................................67


                                   ARTICLE V

                            CONCERNING THE TRUSTEE

SECTION 5.01. Duties and Responsibilities of the Trustee; During Default;
                  Prior to Default...........................................67
SECTION 5.02. Certain Rights of the Trustee..................................68
SECTION 5.03. Trustee Not Responsible for Recitals, Disposition of
                  Securities or Application of Proceeds Thereof..............69
SECTION 5.04. Trustee and Agents May Hold Securities; Collections, etc.......70
SECTION 5.05. Moneys Held by Trustee.........................................70
SECTION 5.06. Compensation and Indemnification of Trustee and Its
                  Prior Claim................................................70
SECTION 5.07. Right of Trustee to Rely on Officers' Certificate, etc.........70



                                      ii

<PAGE>


SECTION 5.08. Persons Eligible for Appointment as Trustee....................71
SECTION 5.09. Resignation and Removal; Appointment...........................71
SECTION 5.10. Acceptance of Appointment by Successor Trustee.................72
SECTION 5.11. Merger, Conversion, Consolidation or Succession to
                 Business of Trustee.........................................73
SECTION 5.12. Preferential Collection of Claims..............................73


                                  ARTICLE VI

                        CONCERNING THE SECURITYHOLDERS

SECTION 6.01. Evidence of Action Taken by Securityholders....................74
SECTION 6.02. Proof of Execution of Instruments and of Holding of
                 Securities; Record Date.....................................74
SECTION 6.03. Securities Owned by Issuer Deemed Not Outstanding..............75
SECTION 6.04. Right of Revocation of Action Taken............................75


                                  ARTICLE VII

                            SUPPLEMENTAL INDENTURES

SECTION 7.01. Supplemental Indentures Without Consent of Securityholders.....75
SECTION 7.02. Supplemental Indentures With Consent of Securityholders........76
SECTION 7.03. Effect of Supplemental Indenture...............................78
SECTION 7.04. Documents to Be Given to Trustee; Compliance with TIA..........78
SECTION 7.05. Notation on Securities in Respect of Supplemental Indentures...78


                                 ARTICLE VIII

                   CONSOLIDATION, MERGER AND SALE OF ASSETS

SECTION 8.01. When Issuer May Merge, Etc.....................................78
SECTION 8.02. Successor Corporation Substituted..............................79
SECTION 8.03. Opinion of Counsel to Trustee..................................79


                                  ARTICLE IX

                            DISCHARGE OF INDENTURE

SECTION 9.01. Termination of Issuer's Obligations............................80
SECTION 9.02. Defeasance and Discharge of Indenture..........................81
SECTION 9.03. Defeasance of Certain Obligations..............................83
SECTION 9.04. Application of Trust Money.....................................85



                                     iii

<PAGE>



SECTION 9.05. Payment to Issuer..............................................85
SECTION 9.06. Reinstatement..................................................85


                                   ARTICLE X

                           REDEMPTION OF SECURITIES

SECTION 10.01. Right of Redemption...........................................86
SECTION 10.02. Notices to Trustee............................................86
SECTION 10.03. Selection of Securities to Be Redeemed........................86
SECTION 10.04. Notice of Redemption..........................................87
SECTION 10.05. Effect of Notice on Redemption................................88
SECTION 10.06. Deposit of Redemption Price...................................88
SECTION 10.07. Payment of Securities Called for Redemption...................88
SECTION 10.08. Securities Redeemed in Part...................................89
SECTION 10.09. Optional Redemption in the Event of Change in Mexican Tax
                  Treatment..................................................89


                                  ARTICLE XI

                           MISCELLANEOUS PROVISIONS

SECTION 11.01. Incorporators, Stockholders, Officers and Directors of
                  Issuer and the Trustee Exempt from Individual Liability....89
SECTION 11.02. Provisions of Indenture for the Sole Benefit of Parties
                  and Securityholders........................................90
SECTION 11.03. Successors and Assigns of Issuer Bound by Indenture...........90
SECTION 11.04. Notices and Demands on Issuer, Trustee and Securityholders....90
SECTION 11.05. Officers' Certificates and Opinions of Counsel; Statements
                  to Be Contained Therein....................................91
SECTION 11.06. Payments Due on Saturdays, Sundays and Holidays...............92
SECTION 11.07. Conflict of Any Provision of Indenture with Trust
                  Indenture Act of 1939......................................92
SECTION 11.08. Governing Law; Jurisdiction...................................92
SECTION 11.09. Indemnification for Judgment Currency Fluctuations............93
SECTION 11.10. English Language..............................................93
SECTION 11.11. Counterparts..................................................93
SECTION 11.12. Effect of Headings............................................93


EXHIBIT AND SCHEDULES
EXHIBIT A      Form of Certificate to be Delivered in
               Connection with Transfers Pursuant to
               Regulation S.................................................. A




                                      iv


<PAGE>





                    THIS INDENTURE, dated as of October 22, 2003 among Vitro,
               S.A. de C.V.(the "ISSUER") and Wachovia Bank, National
               Association (the "TRUSTEE").


                             W I T N E S S E T H :


          WHEREAS, the Issuer has duly authorized the issue of its 11.75%
Senior Notes Due 2013 (the "SECURITIES") and, to provide, among other things,
for the authentication, delivery and administration thereof, the Issuer has
duly authorized the execution and delivery of this Indenture; and

          WHEREAS, the Securities and the Trustee's certificate of
authentication shall be in substantially the following form:

                          [FORM OF FACE OF SECURITY]

No.                                                               $
[CUSIP][ISIN]

                              VITRO, S.A. de C.V.
                          11.75% Senior Note Due 2013

          VITRO, S.A. de C.V., a corporation with variable capital (sociedad
anonima de capital variable) organized under the laws of Mexico (the
"ISSUER"), for value received hereby promises to pay to Cede & Co. or
registered assigns the principal sum of [ ] United States Dollars at the
Issuer's office or agency for said purpose in the City of New York, on
November 1, 2013, in such coin or currency of the United States of America as
at the time of payment shall be legal tender for the payment of public and
private debts, and to pay interest, semi-annually on May 1 and November 1
(each an "INTEREST PAYMENT DATE") of each year, commencing with May 1, 2004,
on said principal sum in like coin or currency at the rate per annum set forth
above at said office or agency from the most recent Interest Payment Date to
which interest on the Securities has been paid or duly provided for, unless
(i) the date hereof is a date to which interest on the Securities has been
paid or duly provided for, in which case from the date of this Security and
(ii) if no interest has been paid or duly provided for, from October 22, 2003.
Notwithstanding the foregoing, if the date hereof is after April 15 or October
15 (each an "INTEREST RECORD DATE"), as the case may be, but not October 22,
2003, and before the immediately following Interest Payment Date, this
Security shall bear interest from such Interest Payment Date; provided, that
if the Issuer shall default in the payment of interest due on such Interest
Payment Date then this Security shall bear interest from the next preceding
interest Payment Date to which Interest on the Securities has been paid or
duly provided for. The interest so payable on any Interest Payment Date will,
except as otherwise provided in the Indenture referred to on the reverse
hereof, be paid to the person in whose name this Security is registered at the
close of business on the Interest Record Date preceding such Interest Payment
Date whether or not such day is a business




<PAGE>


day; provided that interest may be paid, at the option of the Issuer, by
mailing a check therefor payable to the registered holder entitled thereto at
such holder's last address as it appears on the Security Register or by wire
transfer, in immediately available funds, to such bank or other entity in the
continental United States as shall be designated by such holder and shall have
appropriate facilities for such purpose.

          Subject to certain exceptions as set forth in the Indenture, all
payments of principal, premium and interest in respect of this Security shall
be made free and clear of and without withholding or deduction for or on
account of any present or future taxes, duties, assessments or governmental
charges or penalties or interest related thereto of whatever nature imposed,
levied, collected, withheld or assessed by or within Mexico or any political
subdivision thereof or therein, unless such withholding or deduction is
required by law or by regulation. In the event that such withholding or
deduction in respect of principal, premium or interest is so required, the
Issuer shall pay such Additional Amounts in respect of payments of principal
of, and interest on, this Security, subject to certain exceptions as set forth
in the Indenture, as may be necessary in order that the net amounts received
by the Securityholders after such withholding or deduction shall equal the
respective amounts of principal and interest that would have been receivable
in respect of this Security in the absence of such withholding or deduction.

          Interest on the Securities will be computed on the basis of a
360-day year consisting of twelve 30-day months and, in the case of an
incomplete month, the number of days elapsed.

          Reference is made to the further provisions set forth on the reverse
hereof. Such further provisions shall for all purposes have the same effect as
though fully set forth at this place.

          This Security shall not be entitled to any benefits under the
Indenture, or be valid or obligatory for any purpose until the certificate of
authentication hereon shall have been duly signed by the Trustee acting under
the Indenture.

          IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed.

Dated:
                                         VITRO, S.A. de C.V.

                                         By:
                                             -------------------------------
                                             Name:
                                             Title:


                                         By:
                                             -------------------------------
                                             Name:
                                             Title:


                                      2

<PAGE>


                         [FORM OF REVERSE OF SECURITY]

                              VITRO, S.A. de C.V.
                          11.75% Senior Note Due 2013

          This Security is one of a duly authorized issue of debt securities
of the Issuer, limited to the aggregate principal amount of $225,000,000
(except as otherwise provided in the Indenture mentioned below), issued or to
be issued pursuant to an indenture dated as of October 22, 2003 (the
"INDENTURE"), duly executed and delivered by the Issuer to Wachovia Bank,
National Association, as trustee (herein called the "TRUSTEE"). Reference is
hereby made to the Indenture and all indentures supplemental thereto for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Issuer and the holders (the words
"holders" or "holder" meaning the registered holders or registered holder) of
the Securities.

          This Security will bear interest until final maturity at a rate per
annum shown above, except as provided in the next paragraph. The Issuer will
pay interest on overdue principal of, premium, if any, and to the extent
lawful, interest on overdue installments of interest, at a 11.75% rate per
annum based on a year of 360 days and actual days elapsed.

          [In the event that (a) any Registration Statement (as defined in the
Registration Rights Agreement (as defined in the Indenture)) is not filed with
the Commission (as defined in the Indenture) on or prior to the date specified
for such filing in the Registration Rights Agreement then additional interest
(in addition to the interest otherwise due hereon) ("Additional Interest")
shall accrue on this Security from and including such date at a rate of .50%
per annum until the date that is one year from the Issue Date and at a rate of
1.00% per annum thereafter; (b) if any Registration Statement is not declared
effective by the Commission on or prior to the date by which reasonable best
efforts are to be used to cause such effectiveness under the Registration
Rights Agreement, then Additional Interest shall accrue on this Security from
and including such date at a rate of .50% per annum until the date that is one
year from the Issue Date, and at a rate of 1.00% per annum thereafter; (c) if
the Registered Exchange Offer (as defined in the Registration Rights
Agreement) is not consummated on or prior to the date that is 240 days of the
Issue Date, then Additional Interest shall accrue from and including such date
on the Security at a rate of 0.50% per annum until the date that is one year
from the Issue Date and at a rate of 1.00% per annum thereafter; or (d) if any
Registration Statement required by the Registration Rights Agreement has been
declared effective but ceases to be effective at any time at which it is
required to be effective under the Registration Rights Agreement, then
commencing on the day the Registration Statement ceases to be effective,
Additional Interest shall accrue from and including such date on which the
Registration Statement ceases to be effective on the Security at a rate of
..50% per annum until the date that is one year from the Issue Date and at a
rate of 1.00% per annum thereafter; provided, however, that (1) upon the
filing of the Registration Statement (in the case of clause (a) above), (2)
upon the effectiveness of the Registration Statement (in the case of clause
(b) above), (3) upon the consummation of the Registered Exchange Offer (in the
case of clause (c) above), or (4) upon the effectiveness of the Registration



                                      3

<PAGE>


Statement which had ceased to remain effective (in the case of clause (d)
above), Additional Interest shall cease to accrue.]1

          [There shall also be payable in respect of this Security all
Additional Interest that may have accrued on the Security for which this
Security was exchanged (as defined in such Security) pursuant to the Exchange
Offer or otherwise pursuant to a Registration of such Security, such
Additional Interest to be payable in accordance with the terms of such
Security.]2

          In case an Event of Default (as defined in the Indenture), shall
have occurred and be continuing, the principal of all the Securities may be
declared due and payable, in the manner and with the effect, and subject to
the conditions, provided in the Indenture. The Indenture provides that in
certain events such declaration and its consequences may be waived by the
holders of a majority in aggregate principal amount of the Securities then
outstanding and that, prior to any such declaration, such holders may waive
any past default under the Indenture and its consequences except a default in
the payment of principal of or premium, if any, or interest on any of the
Securities. Any such consent or waiver by the holder of this Security (unless
revoked as provided in the Indenture) shall be conclusive and binding upon
such holder and upon all future holders and owners of this Security and any
Security which may be issued in exchange or substitution therefor, whether or
not any notation thereof is made upon this Security or such other Securities.

          Subject to certain exceptions, the Indenture or the Securities may
be amended or supplemented with the consent of the holders of at least a
majority in principal amount of the Securities then outstanding, and any
existing default or compliance with any provision of the Indenture or the
Securities may be waived with the consent of the holders of at least a
majority in principal amount of the Securities then outstanding. Without
notice to or the consent of any holder, the parties thereto may amend or
supplement the Indenture or the Securities to, among other things, cure any
ambiguity, defect or inconsistency and make any change that does not
materially and adversely affect the rights of any holder.

          No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Issuer, which is absolute and unconditional, to pay the principal of and
premium, if any, and interest on this Security at the place, times, and rate,
and in the currency, herein prescribed.

          The Securities are issuable only as registered Securities without
coupons in denominations of $1,000 and any multiple of $1,000.

          At the office or agency of the Issuer referred to on the face hereof
and in the manner and subject to the limitations provided in the Indenture,
Securities may be exchanged for a like aggregate principal amount of
Securities of other authorized denominations.


---------------------------
 1 To be included in Securities not Exchange Securities.
 2 To be included in Exchange Securities.



                                      4

<PAGE>



          Upon due presentment for registration of transfer of this Security
at the above-mentioned office or agency of the Issuer, a new Security or
Securities of authorized denominations for a like aggregate principal amount,
will be issued to the transferee as provided in the Indenture. No service
charge shall be made for any such transfer, but the Issuer may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto.

          The Securities may be redeemed, at the Issuer's option, in whole or
in part, at any time on or after November 1, 2008 and prior to maturity, upon
not less than 30 nor more than 60 days' prior notice mailed by first-class
mail to each holder's last address as it appears in the Security Register (as
defined in the Indenture), at the following Redemption Prices (expressed in
percentages of principal amount), plus accrued and unpaid interest, if any, to
the Redemption Date (subject to the right of holders of record on the relevant
Interest Record Date to receive interest due on an Interest Payment Date that
is on or prior to the Redemption Date), if redeemed during the 12-month period
commencing November 1 of the years set forth below:



                   YEAR                       REDEMPTION PRICE
                 -------                    --------------------

                   2008                           105.875%
                   2009                           103.917%
                   2010                           101.958%
                   2011 and thereafter            100.0000%

          Any such redemption will comply with the Indenture.

          Notice of redemption will be mailed at least 30 days but not more
than 60 days before the Redemption Date to each holder of Securities to be
redeemed at such holder's last address as it appears in the Security Register.
Securities in original denominations larger than $1,000 may be redeemed in
part. On and after the Redemption Date, interest shall cease to accrue on
Securities or portions of Securities called for redemption, unless the Issuer
defaults in the payment of the Redemption Price.

          The Securities are subject to redemption upon not less than 30 nor
more than 60 days' notice by first-class mail at any time, at a Redemption
Price equal to 100% of the principal amount together with any accrued interest
to the Redemption Date, if the Issuer certifies to the Trustee immediately
prior to the giving of such notice that, as a result of any change in or
amendment to laws, regulations or rules of Mexico (or any political
subdivision or taxing authority thereof or therein) or any change in the
published, official interpretation of such laws, regulations or rules
(including a holding by a court of competent jurisdiction), which change or
amendment occurs after the date of issuance of the Securities, it has or will,
on the next succeeding Interest Payment Date, become obligated to pay
Additional Amounts with respect to payments on the Securities in excess of
Additional Amounts that would be payable under the laws of Mexico were



                                      5

<PAGE>


payments of interest on the Securities subject to withholding taxes imposed at
a rate of 10% and such obligation cannot be avoided by the Issuer taking
reasonable measures available to it; provided, however, that no such notice of
redemption shall be given earlier than 60 days prior to the earliest date on
which the Issuer would be obligated to pay such Additional Amounts, if a
payment in respect of the Securities were then due. Prior to the giving of any
notice of redemption of the Securities pursuant to the Indenture, the Issuer
shall deliver to the Trustee an Officers' Certificate, stating that the Issuer
is entitled to effect such a redemption pursuant to the Indenture, and setting
forth in reasonable detail a statement of the facts giving rise to such right
of redemption (together with a written Opinion of Counsel to the effect, among
other things, that the Issuer has or will, on the next succeeding interest
payment date, become obligated to pay such Additional Amounts as a result of a
change or amendment described herein and that the Issuer cannot avoid payment
of such Additional Amounts by taking reasonable measures available to it and
that all governmental approvals, if any, necessary for the Issuer to effect
such redemption have been obtained and are in full force and effect or
specifying any such necessary approvals that as of the date of such opinion
have not been obtained).

          Subject to payment by the Issuer of a surety sufficient to pay the
amount due on redemption, interest on this Security (or portion hereof if this
Security is redeemed in part) shall cease to accrue upon the date duly fixed
for redemption of this Security (or portion hereof if this Security is
redeemed in part).

          Upon the occurrence of a Change of Control, as defined in the
Indenture, each holder shall have the right to require the repurchase of its
Securities by the Issuer in cash pursuant to the offer described in the
Indenture (the "CHANGE OF CONTROL OFFER") at a purchase price equal to 101% of
the principal amount thereof plus accrued and unpaid interest (if any) to the
date of purchase (the "CHANGE OF CONTROL PAYMENT").

          A notice of such Change of Control will be mailed within 30 days
after any Change of Control occurs to each holder at his last address as it
appears in the Security Register. Securities in original denominations larger
than $1,000 may be sold to the Issuer in part. On and after the Change of
Control Payment Date, interest shall cease to accrue on Securities or portions
of Securities surrendered for purchase by the Issuer, unless the Issuer
defaults in the payment of the Change of Control Payment.

          The Issuer, the Trustee, and any authorized agent of the Issuer or
the Trustee, may deem and treat the registered holder hereof as the absolute
owner of this Security (whether or not this Security shall be overdue and
notwithstanding any notation of ownership or other writing hereon made by
anyone other than the Issuer or the Trustee or any authorized agent of the
Issuer or the Trustee), for the purpose of receiving payment of, or on account
of, the principal hereof and premium, if any, and, subject to the provisions
on the face hereof, interest hereon and for all other purposes, and none of
the Issuer or the Trustee or any authorized agent of the Issuer or the Trustee
shall be affected by any notice to the contrary.

          No recourse shall be had for the payment of the principal of or
premium, if any, or the interest on this Security, for any claim based hereon,
or otherwise in respect



                                      6

<PAGE>


hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, shareholder, officer,
director, employee or controlling person, as such, past, present or future, of
the Issuer or of any successor corporation either directly or through the
Issuer or any successor corporation, whether by virtue of any constitution,
statute or rule of law or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and as part of
the consideration for the issue hereof, expressly waived and released.

          The Indenture is hereby incorporated by reference and to the extent
of any variance between the provisions hereof and the Indenture, the Indenture
shall control.




                                      7

<PAGE>




               [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

          This is one of the Securities referred to in the within-mentioned
Indenture.

                                                WACHOVIA BANK, NATIONAL
                                                ASSOCIATION, as Trustee

                                                By:
                                                   ---------------------------
                                                   Name:
                                                   Title:



Dated:



                                      8

<PAGE>


                           [FORM OF TRANSFER NOTICE)

          FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto

Insert Taxpayer Identification No. ____________________________________________

_______________________________________________________________________________
 Please print or typewrite name and address including zip code of assignee

_______________________________________________________________________________

the within Security and all rights thereunder, hereby irrevocably constituting
and appointing _______________________ attorney to transfer said Security on
the books of the Issuer with full power of substitution in the premises.

                    [THE FOLLOWING PROVISION TO BE INCLUDED
               ON ALL SECURITIES OTHER THAN EXCHANGE SECURITIES,
                   PERMANENT OFFSHORE GLOBAL SECURITIES AND
                         OFFSHORE PHYSICAL SECURITIES]

          In connection with any transfer of this Security occurring prior to
the date which is the earlier of (i) the date of an effective Registration or
(ii) two years after the later of the original issuance of this Security or
the last date on which this Security was held by the Issuer or an Affiliate of
the Issuer, the undersigned confirms that without utilizing any general
solicitation or general advertising that:

                                  [Check One]


[ ]                                     (a) this Security is being transferred
                                        in compliance with the exemption from
                                        registration under the Securities Act
                                        of 1933, as amended, provided by Rule
                                        144A thereunder.

                                        or

[ ]                                     (b) this Security is being
                                        transferred other than in accordance
                                        with (a) above and documents are being
                                        furnished which comply with the
                                        conditions of transfer set forth in
                                        this Security and the Indenture.

If neither of the foregoing boxes is checked, the Trustee or other Registrar
shall not be obligated to register this Security in the name of any person
other than the holder hereof unless and until the conditions to any such
transfer or registration set forth herein and in Section 2.08 of the Indenture
shall have been satisfied.



                                      9

<PAGE>


Date:
     -----------------------        -----------------------------------------

                                     NOTICE: The signature to this assignment
                                     must correspond with the name as written
                                     upon the face of the within-mentioned
                                     instrument in every particular, without
                                     alteration or any change whatsoever.


             TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.

          The undersigned represents and warrants that it is purchasing this
Security for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "QUALIFIED
INSTITUTIONAL BUYER" within the meaning of Rule 144A under the Securities Act
of 1933, as amended, and is aware that the sale to it is being made in
reliance on Rule 144A and acknowledges that it has received such information
regarding the Issuer as the undersigned has requested pursuant to Rule 144A or
has determined not to request such information and that it is aware that the
transferor is relying upon the undersigned's foregoing representations in
order to claim the exemption from registration provided by Rule 144A.

Date:
      -----------------------    ----------------------------------------------
                                 NOTICE: To be executed by an executive officer




                                      10


<PAGE>


                      OPTION OF HOLDER TO ELECT PURCHASE

          If you wish to have this Security purchased by the Issuer pursuant
to Section 3.15 or Section 3.17 of the Indenture, check the Box:

          If you wish to have a portion of this Security purchased by the
Issuer pursuant to Section 3.15 or Section 3.17 of the Indenture, state the
amount: $______________________.

Date:

Your Signature:
                -------------------------------------------------------
       (Sign exactly as your name appears on the other side of this Security)


Signature Guarantee:
                     ---------------------------------------------------




                                      11


<PAGE>


          AND WHEREAS, all things necessary to make the Securities, when
executed by the Issuer and authenticated and delivered by the Trustee as in
the Indenture provided, the valid, binding and legal obligations of the
Issuer, and to constitute these presents a valid indenture according to its
terms, have been done;

          NOW, THEREFORE:

          In consideration of the premises and the purchases of the Securities
by the holders thereof, the Issuer and the Trustee mutually covenant and agree
for the equal and proportionate benefit of the respective holders from time to
time of the Securities as follows:

                                  ARTICLE I

                                 DEFINITIONS

          SECTION 1.01. CERTAIN TERMS DEFINED. The following terms (except as
otherwise expressly provided or unless the context otherwise clearly requires)
for all purposes of this Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Section. All other terms
used in this Indenture which are defined in the Trust Indenture Act of 1939 or
the definitions of which in the Securities Act of 1933 are referred to in the
Trust Indenture Act of 1939 (except as herein otherwise expressly provided or
unless the context otherwise clearly requires), shall have the meanings
assigned to such terms in said Trust Indenture Act and in said Securities Act
as in force at the date of this Indenture. All accounting terms used herein
and not expressly defined shall have the meanings given to them in accordance
with Mexican GAAP (whether or not such is indicated herein). The words
"HEREIN," "HEREOF" and "HEREUNDER" and other words of similar import refer to
this Indenture as a whole and not to any particular Article, Section or other
subdivision. The terms defined in this Article include the plural as well as
the singular.

          "ACCELERATION NOTICE" has the meaning provided in Section 4.02.

          "ACQUIRED INDEBTEDNESS" means Indebtedness or Preferred Stock 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 Issuer
or any of its Restricted Subsidiaries or is assumed by the Issuer or any of
its Restricted Subsidiaries in connection with the acquisition of assets from
such Person. Such Indebtedness or Preferred Stock shall 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 Issuer or a Restricted Subsidiary or
at the time such Indebtedness is assumed by the Issuer or any of its
Restricted Subsidiaries in connection with the acquisition of assets from such
Person.

          "ADDITIONAL AMOUNTS" has the meaning provided in Section 3.19.

          "AFFILIATE" means, as applied to any Person, any other Person
directly or indirectly controlling, controlled by, or under direct or indirect
common control with,



                                      12

<PAGE>


such Person. For purposes of this definition, "CONTROL" (including, with
correlative meanings, the terms "CONTROLLING," "CONTROLLED BY" and "UNDER
COMMON CONTROL WITH"), as applied to any Person, is defined to mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.

          "AGENT MEMBERS" has the meaning provided in Section 2.07(a).

          "AMOUNT" means (i) with respect to any Indebtedness outstanding at
any time other than Preferred Stock, the principal amount thereof; provided
that the amount of any such Indebtedness outstanding at any time that was
issued at a price less than the principal amount thereof shall equal the
amount of the liability in respect thereof at such time determined in
accordance with Mexican GAAP and (ii) with respect to any Indebtedness
outstanding at any time that is Preferred Stock, the aggregate liquidation
value thereof at such time.

          "ASSET ACQUISITION" means (i) an Investment by the Issuer or any
Restricted Subsidiary in any other Person pursuant to which such Person shall
become a Restricted Subsidiary, or shall be merged with or into the Issuer or
any Restricted Subsidiary; (ii) the acquisition by the Issuer or any
Restricted Subsidiary of the assets of any Person (other than a Subsidiary of
the Issuer) 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 (iii) any Revocation with respect to an Unrestricted Subsidiary.

          "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 Issuer or any
Restricted Subsidiary of:

          (i) any Capital Stock, other than Capital Stock of the Issuer;

          (ii) all or substantially all of the assets of any division or line
     of business of the Issuer or any Restricted Subsidiary; or

          (iii) any property or assets (other than cash, Cash Equivalents or
     property or assets referred to in clause (i) or (ii) above) of the Issuer
     or any Restricted Subsidiary outside of the ordinary course of business
     of the Issuer or such Restricted Subsidiary;

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

               (A) the disposition of all or substantially all of the assets
          of the Issuer and its Restricted Subsidiaries as permitted under
          Article VIII ("Consolidation, Merger and Sale of Assets");



                                      13

<PAGE>


               (B) dispositions of assets in any fiscal year with a Fair
          Market Value not to exceed $10 million in the aggregate;

               (C) for purposes of Section 3.15 ("Limitation on Asset Sales")
          only, the making of a Restricted Payment permitted under Section
          3.09 ("Limitation on Restricted Payments");

               (D) a disposition to the Issuer or a Restricted Subsidiary,
          including a Person that is or will become a Restricted Subsidiary
          immediately after the disposition; and

               (E) any Sale and Leaseback Transaction of the Issuer
          Headquarters.

          "ASSET SALE TRANSACTION" means any Asset Sale and, whether or not
constituting an Asset Sale, (i) any sale or other disposition of Capital Stock
and (ii) any Designation with respect to an Unrestricted Subsidiary.

          "ATTRIBUTABLE INDEBTEDNESS" means, in respect of any Capitalized
Lease or Sale and Leaseback Transaction, at any date of determination, the
present value (discounted at the interest rate implicit in such Capitalized
Lease or Sale and Leaseback Transaction) of the total obligations of the
lessee for rental payments during the remaining term of the lease included in
such Capitalized Lease or Sale-Leaseback Transaction (including any period for
which such lease has been extended).

          "AVERAGE LIFE" means, at any date of determination with respect to
any debt security, the quotient obtained by dividing (i) the sum of the
products of (a) the number of years from such date of determination to the
dates of each successive scheduled principal payment of such debt security and
(b) the amount of such principal payment by (ii) the sum of all such principal
payments.

          "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 Trustee.

          "BUSINESS DAY" is defined to mean a day which in the city (or in any
of the cities, if more than one) where amounts are payable in respect of the
Securities, as specified on the face of the form of Security recited above, is
neither a legal holiday nor a day on which banking institutions are authorized
by law or regulation to close.

          "CAPITAL STOCK" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated,
whether voting or non-voting) of such Person's capital stock or other
ownership interests, whether now



                                      14

<PAGE>


outstanding or issued after the date of the Indenture, including, without
limitation, all common stock and Preferred Stock, and any warrants, rights or
options to purchase any of the foregoing instruments or interests.

          "CAPITALIZED LEASE" means, with respect to any Person, any lease of
any property (whether real, personal or mixed) of which the discounted present
value of the rental obligations of such Person as lessee, in conformity with
Mexican GAAP, is required to be capitalized on the balance sheet of such
Person; and "Capitalized Lease Obligation" is defined to mean the rental
obligations, as aforesaid, under such lease.

          "CASH EQUIVALENT" means, at any time:

          (i) direct obligations of the United States of America or any agency
     or instrumentality thereof with a maturity of 365 days or less from the
     date of acquisition and other obligations issued or directly and fully
     Guaranteed or insured by the United States of America or any agency or
     instrumentality thereof (provided that the full faith and credit of the
     United States of America is pledged in support thereof);

          (ii) demand deposits, time deposits, certificates of deposit or
     Eurodollar deposits with a maturity of 365 days or less from the date of
     acquisition of any financial institution which at the date of acquisition
     has outstanding indebtedness rated at least "A-" by Standard & Poor's
     Ratings Group or at least A3 by Moody's Investors Service, Inc. (or the
     equivalent of such rating by such rating organization, or, if no rating
     of Standard & Poor's Ratings Group or Moody's Investors Services, Inc.
     then exists because neither of the foregoing then rates obligations of
     the type described in this clause, the equivalent of such rating by any
     other United States nationally recognized securities rating agency);

          (iii) commercial paper with a maturity of 180 days or less from the
     date of acquisition of an issuer which at the date of acquisition has
     outstanding indebtedness rated at least "A-1" by Standard & Poor's Rating
     Group or at least "P-1" by Moody's Investors Service, Inc. (or the
     equivalent of such rating by such rating organization, or, if no rating
     of Standard & Poor's Ratings Group or Moody's Investors Services, Inc.
     then exists because neither of the foregoing then rates obligations of
     the type described in this clause, the equivalent of such rating by any
     other United States nationally recognized securities rating agency);

          (iv) repurchase agreements and reverse repurchase agreements
     relating to marketable obligations directly or indirectly issued or
     unconditionally guaranteed by the United States of America 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; provided, however, that the terms of such agreements comply
     with the guidelines set forth in the Federal Financial Agreements of
     Depositary Institutions with Securities Dealers and Others, as adopted by
     the Comptroller of the Currency;

          (v) securities with maturities of six months or less from the date
     of acquisition issued or fully and unconditionally guaranteed by any
     state, commonwealth or territory of the United States of America, or by
     any political subdivision or taxing authority thereof,



                                      15

<PAGE>


     and rated at the date of acquisition at least "A-" by Standard & Poor's
     Ratings Group or "A3" by Moody's Investor's Service, Inc. (or the
     equivalent of such rating by such rating organization, or, if no rating
     of Standard & Poor's Ratings Group or Moody's Investors Services, Inc.
     then exists because neither of the foregoing then rates obligations of
     the type described in this clause, the equivalent of such rating by any
     other United States nationally recognized securities rating agency); (vi)
     instruments backed by letters of credit of institutions satisfying the
     requirements of clause (ii) above;

          (vii) Certificados de la Tesoreria de la Federacion (Cetes), Bonos
     de Desarrollo del Gobierno Federal (Bondes) or Bonos Ajustables del
     Gobierno Federal (Ajustabonos), in each case, issued by the government of
     the United Mexican States;

          (viii) any other instruments issued or guaranteed by the government
     of the United Mexican States and denominated and payable in pesos;

          (ix) any investment in any fund substantially all the assets of
     which consist of investments of the type described in clauses (i) through
     (viii) above;

          (x) repurchase agreements or reverse repurchase agreements relating
     to marketable obligations of a type described in clause (vii) or (viii)
     above or with a bank described in clause (xi) below; and

          (xi) 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 the United Mexican States 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 Issuer or
     any of its Restricted Subsidiaries, (B) in any jurisdiction other than
     Mexico where the Issuer or any of its Restricted Subsidiaries conducts
     business and (I) issued by 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 Issuer or any of its Restricted
     Subsidiaries, or (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 Issuer 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 Issuer 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.




                                      16
<PAGE>


          "CHANGE OF CONTROL" means:

          (i) 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 (i) 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 the Issuer;

          (ii) individuals who on the Issue Date constituted the Board of
     Directors of the Issuer (together with any new director whose election by
     such Board or whose nomination for election by the stockholders of the
     Issuer was approved by a majority of the directors then still in office
     who were either directors on the Issue 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 the Issuer then in
     office; or

          (iii) the Issuer consolidates with, or merges with or into, another
     Person, or the Issuer sells, conveys, assigns, transfers, leases or
     otherwise disposes of all or substantially all of the assets of the
     Issuer, determined on a consolidated basis, to any Person, other than a
     transaction where the Person or Persons that, immediately prior to such
     transaction are the "beneficial owners" of the outstanding Voting Stock
     of the Issuer 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 or transferee person (or
     if such surviving or transferee 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 the Indenture.

          "CHANGE OF CONTROL OFFER" has the meaning provided in Section 3.17.

          "CHANGE OF CONTROL PAYMENT" has the meaning provided in Section
3.17.

          "COMMISSION" means the Securities and Exchange Commission, as from
time to time constituted, created under the Exchange Act.

          "COMMODITY SWAP AGREEMENT" means any commodity swap agreement or
other similar agreement or arrangement.

          "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 (i) Consolidated Interest Expense, plus (ii) 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 (iii) depreciation expense, plus (iv) amortization
expense, plus (v) all non-cash items that are reported below the "operating



                                      17

<PAGE>


income (loss)" line on the Issuer'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 (vi) non-cash
write-offs of assets, plus (vii) extraordinary non-recurring severance
payments to employees, plus (viii) non-cash items related to pension plan
liabilities, less (ix) non-cash items that are reported below the "operating
income (loss)" line on the Issuer'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 (vii) above), all as determined on a
consolidated basis for such Person and its Subsidiaries (Restricted
Subsidiaries in the case of the Issuer) 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 for such Person 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" shall 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:

      (i) 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 Issuer), 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 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

            (ii) any Asset Sale Transaction or Asset Acquisition by such
      Person or any of its Subsidiaries (Restricted Subsidiaries, in the case
      of the Issuer), 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.



                                      18

<PAGE>


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 shall 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, shall 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 Person for any period, the
sum, without duplication, of:

          (i) Consolidated Interest Expense for such Person, plus

          (ii) the product of:

               (A) the amount of all cash and non-cash dividend payments on
          any series of Preferred Stock or Disqualified Capital Stock such
          Person and its Subsidiaries (Restricted Subsidiaries in the case of
          the Issuer) 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 Person and its
          Subsidiaries (Restricted Subsidiaries in the case of the Issuer))
          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 Issuer, 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:



                                      19

<PAGE>


          (i) the aggregate of cash and non-cash interest expense of such
     Person and its Subsidiaries (Restricted Subsidiaries in the case of the
     Issuer) 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 the Issuer in the form of
          additional Indebtedness, (B) any amortization of deferred financing
          costs,

               (C) the net costs under Hedging Obligations (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 Issuer) or secured by a Lien on the
          assets of such Person or one of its Subsidiaries (Restricted
          Subsidiaries in the case of the Issuer), whether or not such
          Guarantee or Lien is called upon;

          (ii) 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 Issuer) 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 following items shall be excluded in computing
Consolidated Net Income (without duplication): (i) net after-tax gains (or
losses) from Asset Sale Transactions or abandonments or reserves relating
thereto; (ii) net after-tax items classified as extraordinary gains (or
losses); (iii) for purposes of calculating Consolidated Net Income pursuant to
clause (C) of the first paragraph of Section 3.09 ("Limitation on Restricted
Payments") 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 Issuer or any
Restricted Subsidiary; or (B) a Surviving Entity (other than the Issuer or a
Restricted Subsidiary) prior to assuming the Issuer's obligations under the
Indenture and the Securities pursuant to Article VIII ("Consolidation, Merger
and Sale of Assets"); (iv) the net income (but not loss) of any Restricted
Subsidiary to the extent that the declaration or payment of dividends or
similar distributions by such Restricted Subsidiary is not, during such
period, permitted by such Restricted Subsidiary's charter or bylaws or any
law, regulation, agreement or judgment




                                      20

<PAGE>


applicable to any such declaration or payment of dividends or similar
distribution; (v) the net income (or loss) of any Person other than the Issuer
or a Restricted Subsidiary; (vi) 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 Issue Date; and
(vii) the cumulative effect of changes in accounting principles.

          "CONSOLIDATED NET TANGIBLE ASSETS" means the total amount of assets
of the Issuer and its Restricted Subsidiaries, less applicable depreciation,
amortization and other valuation reserves, after deducting therefrom:

          (1) all current liabilities, excluding intercompany items, and

          (2) all goodwill, trade names, trademarks, patents, unamortized debt
     discount and expense and other like intangibles.

         all as set forth on the most recent quarterly or annual consolidated
balance sheet of the Issuer and its Restricted Subsidiaries prepared in
accordance with Mexican GAAP.

          "CORPORATE TRUST OFFICE" is defined to mean the designated office of
the Trustee at which the corporate trust business of the Trustee shall, at any
particular time, be administered, which office is, at the date as of which
this Indenture is dated, located at One Penn Plaza, Suite 1414, New York, New
York 10119.

          "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.

          "DEFAULT" means any event that is, or after notice or passage of
time or both would be, an Event of Default.

          "DEPOSITARY" is defined to mean The Depository Trust Company, its
nominees, and their respective successors.

          "DESIGNATION" has the meaning set forth in the definition of
Unrestricted Subsidiaries below.

          "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 Securities.
Notwithstanding the foregoing, the following shall not constitute Disqualified
Capital Stock:

            (1) any Capital Stock that would not constitute Disqualified
      Capital Stock but for provisions thereof giving holders thereof the
      right to require the issuer to




                                      21
<PAGE>


     repurchase or redeem such Capital Stock upon the occurrence of an "asset
     sale" or "change of control" occurring prior to the 91st day after the
     final maturity of the Securities 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 3.15 ("Limitation on Asset Sales") and Section 3.17
     ("Change of Control") and such Capital Stock specifically provides that
     the issuer will not repurchase or redeem any such stock pursuant to such
     provision prior to the Issuer's repurchase of such Securities as are
     required to be repurchased pursuant Section 3.15 ("Limitation on Asset
     Sales") and Section 3.17 ("Change of Control"); and

            (2) 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.


          "DOLLAR EQUIVALENT" means, with respect to any monetary amount in a
currency other than U.S. dollars, at any time for the determination thereof,
the amount of U.S. dollars obtained by converting such foreign currency
involved in such computation into U.S. dollars at the noon buying rate for the
purchase of U.S. dollars with the applicable foreign currency as quoted by the
Federal Reserve Bank in New York City at approximately 11:00 a.m. (New York
time) on the date two Business Days prior to such determination or, if no such
rate is quoted by the Federal Reserve Bank with respect to the currency of the
United Mexican States, the exchange rate published by Banco de Mexico in the
Diario Oficial de la Federacion on the date two Business Days prior to such
determination.

          "EVENT OF DEFAULT" means any event or condition specified as such in
Section 4.01 which shall have continued for the period of time, if any,
therein designated.

          "EXCESS PROCEEDS" has the meaning provided in Section 3.15.

          "EXCHANGE ACT" is defined to mean the Securities Exchange Act of
1934, as it may be amended and any successor act thereto.

          "EXCHANGE OFFER" is defined to mean the exchange offer by the Issuer
of Exchange Securities for Securities pursuant to the Registration Rights
Agreement.

          "EXCHANGE OFFER REGISTRATION STATEMENT" is defined to mean a
registration statement relating to an Exchange Offer on an appropriate form
and all amendments and supplements to such registration statement, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

          "EXCHANGE SECURITIES" is defined to mean any securities of the
Issuer to be offered to Securityholders in exchange for Securities pursuant to
the Exchange Offer or otherwise pursuant to a Registration of Securities
containing terms identical to the




                                      22
<PAGE>


Securities for which they are exchanged (except that (i) interest thereon
shall accrue from the last date on which interest was paid on the Securities
or, if no such interest has been paid, from the date of issuance of the
Securities and (ii) the Exchange Securities will contain the alternative third
paragraph appearing on the reverse of the Securities in the form recited above
and will not contain terms with respect to transfer restrictions).

          "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 shall be determined conclusively by
the Board of Directors of the Issuer acting in good faith, and shall be
evidenced by a Board Resolution.

          "FOUR QUARTER PERIOD" has the meaning set forth in the definition of
Consolidated Fixed Charge Coverage Ratio above.

          "GLOBAL SECURITIES" has the meaning provided in Section 2.04.

          "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 (i) 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 (ii) 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 the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business. The term "Guarantee"
used as a verb has a corresponding meaning.

          "HEDGING OBLIGATIONS" means the obligations of any Person pursuant
to any Interest Rate Agreement or Currency Agreement.

          "HOLDER," "HOLDER OF SECURITIES," "SECURITYHOLDER" or other similar
terms are defined to mean the registered holder of any Security.

          "INCUR" means, with respect to any Indebtedness, to incur, create,
issue, assume, Guarantee or otherwise become liable for or with respect to, or
become responsible for, the payment of, contingently or otherwise, such
Indebtedness, including an Incurrence of Acquired Indebtedness as contemplated
by the definition thereof; provided that neither the accrual of interest or
expenses nor the accretion of original issue discount shall be considered an
Incurrence of Indebtedness.

          "INDEBTEDNESS" means, with respect to any Person at any date of
determination (without duplication), (i) all indebtedness of such Person for
borrowed



                                      23

<PAGE>


money, (ii) all obligations of such Person evidenced by bonds, debentures,
notes or other similar instruments, (iii) all obligations of such Person in
respect of bankers' acceptances, letters of credit or other similar
instruments (including reimbursement obligations with respect thereto), (iv)
all obligations of such Person to pay the deferred and unpaid purchase price
of property or services, (v) all obligations of such Person as lessee under
Capitalized Leases, (vi) all Indebtedness of other Persons secured by a Lien
on any asset of such Person, whether or not such Indebtedness is assumed by
such Person; provided that the amount of such Indebtedness shall be the lesser
of (A) the Fair Market Value of such asset at such date of determination and
(B) the amount of such Indebtedness, (vii) all Indebtedness of and any
liquidation preference and any mandatory redemption payment obligations in
respect of Preferred Stock issued by other Persons Guaranteed by such Person
to the extent such Indebtedness is Guaranteed by such Person, (viii) to the
extent not otherwise included in this definition, obligations under Currency
Agreements and Interest Rate Agreements, net of all benefits under any
Currency Agreements and Interest Rate Agreements to the extent able to be
set-off against such obligations, (ix) the liquidation preference and any
mandatory redemption payment obligations (without duplication) of any
Restricted Subsidiary of such Person in respect of Preferred Stock issued by
such Restricted Subsidiary; (x) the maximum fixed redemption or repurchase
price of any Redeemable Stock issued by such Person and (xi) Guarantees and
other contingent obligations of such Person in respect of Indebtedness
referred to in clauses (i) through (x) above. The amount of Indebtedness of
any Person at any date shall be the outstanding balance at such date of all
unconditional obligations as described above and, with respect to contingent
obligations, the maximum liability upon the occurrence of the contingency
giving rise to the obligation, provided that the amount outstanding at any
time of any Indebtedness issued with original issue discount is the face
amount of such Indebtedness less the remaining unamortized portion of the
original issue discount of such Indebtedness at such time as determined in
conformity with Mexican GAAP. Notwithstanding the foregoing, "Indebtedness"
shall not include (i) any liability to the Pension Benefit Guaranty
Corporation under the term sheet dated January 29, 1997 and entered into in
connection with the sale of assets of Anchor Glass Container Corporation (or
any definitive agreement in respect thereof or instrument relating thereto) or
(ii) Trade Payables.

          "INDENTURE" is defined to mean this instrument as originally
executed and delivered or, if amended or supplemented as herein provided, as
so amended or supplemented.

          "INDEPENDENT FINANCIAL ADVISOR" means an accounting firm, appraisal
firm, investment banking firm or consultant of internationally recognized
standing that is, in the judgment of the Issuer'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.

          "INTEREST PAYMENT DATE" is defined to mean each semiannual interest
payment date on May 1 and November 1 of each year, commencing May 1, 2004.

          "INTEREST RATE AGREEMENT" of any Person means any interest rate
protection agreement (including, without limitation, interest rate swaps,
caps, floors,



                                      24

<PAGE>


collars, derivative instruments and similar agreements) and/or other types of
interest hedging agreements.

          "INTEREST RECORD DATE" for the Interest payable on any Interest
Payment Date (except a date for payment of defaulted interest) is defined to
mean the April 15 or October 15 (whether or not a Business Day) as the case
may be, next preceding such Interest Payment Date.

          "INVESTMENT" means any direct or indirect advance, loan or other
extension of credit (other than advances to customers in the ordinary course
of business that are, in conformity with Mexican GAAP, recorded as accounts
receivable on the balance sheet of the Issuer or its Restricted Subsidiaries,
travel and similar advances to employees in the ordinary course of business
and advances of sales commissions to agents in the ordinary course of
business) or capital contribution to (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), or any purchase or acquisition of Capital Stock,
bonds, notes, debentures or other similar instruments issued by any other
Person, or the acquisition, by purchase or otherwise, of all or substantially
all of the business or assets or stock or other beneficial ownership of, any
person. For purposes of the definition of "Unrestricted Subsidiary" and
Section 3.09 ("Limitation on Restricted Payments"), (i) "Investment" shall
include the Fair Market Value of the assets (net of liabilities) of any
Restricted Subsidiary at the time that such Restricted Subsidiary is
designated an Unrestricted Subsidiary and shall exclude the Fair Market Value
of the assets (net of liabilities) of any Unrestricted Subsidiary at the time
that such Unrestricted Subsidiary is designated a Restricted Subsidiary and
(ii) any property transferred to or from any Person shall be valued at its
Fair Market Value at the time of such transfer. If the Issuer or any
Restricted Subsidiary sells or otherwise disposes of any Common 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
Issuer, the Issuer shall 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 Issuer 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 Issuer or any Restricted Subsidiary or owed to the Issuer or any other
Restricted Subsidiary immediately following such sale or other disposition.

          "INVESTMENT GRADE RATING" means a rating equal to or higher than
Baa3 (or the equivalent) by Moody's Investors Service, Inc. or BBB- (or the
equivalent) by Standard & Poor's Ratings Group or, with respect to a company
organized under the laws of the United Mexican States, a rating from at least
two nationally recognized Mexican rating agencies of not less than the rating
of the Issuer on the date of the Indenture.

          "ISSUE DATE" means the first date and time at which the Securities
are issued under the Indenture.



                                      25

<PAGE>


          "ISSUER HEADQUARTERS" means the headquarters of the Issuer located
at Ave. Ricardo Margain Zozaya 400, Col. Valle del Campestre, San Pedro Garza
Garcia, Nuevo Leon, Mexico.

          "LIEN" means any mortgage, pledge, security interest, encumbrance,
lien or charge of any kind (including, without limitation, any conditional
sale or other title retention agreement or lease in the nature thereof, any
option or other agreement to sell, or any filing of any security interest);
provided that the lessee in respect of Capital Lease Obligation or Sale and
Leaseback Transaction shall be deemed to have incurred a Lien on the property
leased thereunder.

          "MEXICAN GAAP" means generally accepted accounting principles in
Mexico and the accounting principles and policies of the Issuer and its
Restricted Subsidiaries, in each case as in effect as of the date of the
Indenture. All ratios and computations shall be computed in conformity with
Mexican GAAP applied on a consistent basis and using constant peso
calculations.

          "MEXICAN TAXES" has the meaning provided in Section 3.19.

          "NET CASH PROCEEDS" means, with respect to any Asset Sale, the
proceeds of such Asset Sale in the form of cash or Cash Equivalents, including
payments in respect of deferred payment obligations (to the extent
corresponding to the principal, but not interest, component thereof) when
received in the form of cash or cash equivalents (except to the extent such
obligations are financed or sold with recourse to the Issuer or any Restricted
Subsidiary) and proceeds from the conversion of other property received when
converted to cash or cash equivalents, net of (i) brokerage commissions and
other fees and expenses (including fees and expenses of counsel, accountants
and investment bankers) related to such Asset Sale, (ii) provisions for all
taxes (whether or not such taxes will actually be paid or are payable) as a
result of such Asset Sale without regard to the consolidated results of
operations of the Issuer and its Restricted Subsidiaries taken as a whole,
(iii) payments made to repay Indebtedness or any other obligation outstanding
at the time of such Asset Sale that either (A) is secured by a Lien on the
property or assets sold or (B) is required to be paid as a result of such sale
and (iv) appropriate amounts to be provided by the Issuer or any Restricted
Subsidiary as a reserve against any liabilities associated with such 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, all as
determined in conformity with Mexican GAAP.

          "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."

          "NON-U.S. PERSON" means a person who is not a U.S. person as defined
in Regulation S.



                                      26

<PAGE>


          "OFFICERS' CERTIFICATE" shall mean a certificate of a senior
executive officer or officers of the Issuer reasonably acceptable to the
Trustee.

          "OFFSHORE GLOBAL SECURITIES" has the meaning provided in Section
2.04.

          "OFFSHORE PHYSICAL SECURITIES" has the meaning provided in Section
2.04.

          "OFFSHORE SECURITIES EXCHANGE DATE" has the meaning provided in
Section 2.04.

          "OPINION OF COUNSEL" means a written opinion of counsel, who may be
an employee of or counsel for the Issuer and who shall be reasonably
acceptable to the Trustee.

          "ORIGINAL ISSUE DATE" of any Security (or portion thereof) is
defined to mean the earlier of (i) the date of such Security or (ii) the date
of any Security (or portion thereof) for which such Security was issued
(directly or indirectly) on registration of transfer, exchange or
substitution.

          "OUTSTANDING" when used with reference to Securities, subject to the
provisions of Section 6.03, means, as of any particular time, all Securities
authenticated and delivered by the Trustee under this Indenture, except

          (a) Securities theretofore canceled by the Trustee or delivered to
     the Trustee for cancellation;

          (b) Securities, or portions thereof, for the payment or redemption
     of which moneys in the necessary amount shall have been deposited in
     trust with the Trustee or with any paying agent (other than the Issuer)
     or shall have been set aside, segregated and held in trust by the Issuer
     (if the Issuer shall act as its own paying agent), provided that if such
     Securities are to be redeemed prior to the maturity thereof, notice of
     such redemption shall have been given as herein provided, or provision
     satisfactory to the Trustee shall have been made for giving such notice;
     and

          (c) Securities in substitution for which other Securities shall have
     been authenticated and delivered, or which shall have been paid, pursuant
     to the terms of Section 2.09 (unless proof satisfactory to the Trustee
     and the Issuer is presented that any of such Securities is held by a
     person in whose hands such Security is a legal, valid and binding
     obligation of the Issuer).

          "PERMANENT OFFSHORE GLOBAL SECURITY" has the meaning provided in
Section 2.04.

          "PERMITTED BUSINESS" means the business or businesses conducted by
the Issuer and its Restricted Subsidiaries as of the Issue Date and any
business ancillary or complementary thereto.

                                      27
<PAGE>

          "PERMITTED HOLDERS" means (i) any member of the Board of Directors
of the Issuer on the Issue 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 LIENS" means (i) any Lien on any property acquired,
constructed or improved by the Issuer or any Restricted Subsidiary after the
date of the Indenture which is created, incurred or assumed contemporaneously
with, or within 180 days after, such acquisition (or, in the case of any such
property constructed or improved, contemporaneously with, or within 180 days
after, the completion or commencement of commercial operation of such
property, whichever is later) to secure or provide for the payment of any part
of the purchase price of such property or the costs of such construction or
improvement (including costs such as escalation, interest during construction
and finance costs); provided that in the case of any such construction or
improvement the Lien shall not apply to any such property theretofore owned by
the Issuer or any Restricted Subsidiary, other than improvements thereon and
any theretofore unimproved real property on which the property so constructed,
or the improvement, is located; (ii) any Lien on any property existing at the
time of acquisition thereof and which is not created as a result of or in
connection with or in anticipation of such acquisition (unless such Lien was
created to secure or provide for the payment of any part of the purchase price
of such property and is otherwise permitted by clause (i) above); (iii) any
Lien on any property acquired from a corporation which is merged with or into
the Issuer and which is not created as a result of or in connection with or in
anticipation of any such transaction (unless such Lien was created to secure
or provide for the payment of any part of the purchase price of such
corporation and is otherwise permitted by clause (i) above); (iv) any Lien
which secures only Indebtedness owing by one or more Restricted Subsidiaries
to the Issuer or another Restricted Subsidiary; (v) Liens existing on the
Issue Date; (vi) Liens upon Restricted Investments; (vii) any Lien on the
Issuer Headquarters as a result of a Sales and Leaseback Transaction, (viii)
Liens upon assets or properties of any Restricted Subsidiary securing
Indebtedness of such Restricted Subsidiary that is Guaranteed by the Issuer;
and (ix) any other Liens on assets of Restricted Subsidiaries securing
Indebtedness of the Issuer the aggregate amount of which outstanding at any
one time does not exceed $50 million.

          "PERSON" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, limited liability company,
unincorporated organization or government or agency or political subdivision
thereof.

          "PREFERRED STOCK" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated,
whether voting or non-



                                      28

<PAGE>


voting) of such Person's preferred or preference stock, whether now
outstanding or hereafter issued, including, without limitation, all series and
classes of such preferred or preference stock.

          "PRINCIPAL" wherever used with reference to the Securities or any
Security or any portion thereof, shall be deemed to include "AND PREMIUM, IF
ANY."

          "PRIVATE PLACEMENT LEGEND" means the legend initially set forth on
the Securities in the form set forth in Section 2.05(a).

          "QIB" means a "QUALIFIED INSTITUTIONAL BUYER" as defined in Rule
144A under the Securities Act.

          "REDEEMABLE STOCK" means any class or series of Capital Stock of any
Person that by its terms or otherwise is (i) required to be redeemed prior to
the Stated Maturity of the Securities, (ii) redeemable at the option of the
holder of such class or series of Capital Stock at any time prior to the
Stated Maturity of the Securities or (iii) convertible into or exchangeable
for Capital Stock referred to in clause (i) or (ii) above or Indebtedness
having a scheduled maturity prior to the Stated Maturity of the Securities;
provided that any Capital Stock that would not constitute Redeemable Stock but
for provisions thereof giving holders thereof the right to require such Person
to repurchase or redeem such Capital Stock upon the occurrence of an "asset
sale" or "change of control" occurring prior to the Stated Maturity of the
Securities shall not constitute Redeemable Stock if the "asset sale" or
"change of control" provisions applicable to such Capital Stock are no more
favorable to the holders of such Capital Stock than the provisions contained
in Section 3.15 ("Limitation on Asset Sales") and Section 3.17 ("Change of
Control") and such Capital Stock specifically provides that such Person will
not repurchase or redeem any such stock pursuant to such provision prior to
the Issuer's repurchase of such Securities as are required to be repurchased
pursuant to Section 3.15 ("Limitation on Asset Sales") and Section 3.17
("Change of Control"). Notwithstanding the foregoing, Capital Stock shall not
be deemed to be Redeemable Stock if it may only be so redeemed solely in
consideration of Capital Stock of the Issuer that is not Redeemable Stock.

          "REFINANCE" means, in respect of any Indebtedness, to refinance,
extend, refund, repay, prepay, redeem, to legally defease or retire, or to
issue other Indebtedness in exchange or replacement for, such Indebtedness.
"Refinanced" and "Refinancing" shall have correlative meanings.

          "REGISTRAR" has the meaning provided in Section 2.06.

          "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement, dated as of October 22, 2003, among the Issuer, Citigroup Global
Markets Inc., Credit Suisse First Boston, LLC, and certain permitted assigns
specified therein

          "REGISTRATION STATEMENT" means the Registration Statement pursuant
to and as defined in the Registration Rights Agreement.



                                      29

<PAGE>


          "REGISTRATION" means a registered exchange offer for the Securities
by the Issuer or other registration of the Securities under the Securities Act
pursuant to and in accordance with the terms of the Registration Rights
Agreement.

          "REGULATION S" means Regulation S under the Securities Act.

          "REPLACEMENT ASSETS" means either (i) property or assets (other than
current assets as determined in accordance with Mexican GAAP or Capital Stock)
to be owned by and used in a Permitted Business of the Issuer or any
Restricted Subsidiary; or (ii) the Capital Stock of one or more Persons
engaged principally in a Permitted Business which become Restricted
Subsidiaries as a result of the acquisition thereof.

          "RESPONSIBLE OFFICER" when used with respect to the Trustee is
defined to mean the president, any vice president (whether or not designated
by numbers or words added before or after the title "VICE president"), the
cashier, the secretary, the treasurer, any trust officer, any assistant trust
officer, any assistant vice president, any assistant cashier, any assistant
secretary, any assistant treasurer, or any other officer or assistant officer
of the Trustee customarily performing functions similar to those performed by
the persons who at the time shall be such officers, respectively, or to whom
any corporate trust matter is referred because of his or her knowledge of and
familiarity with the particular subject.

          "RESTRICTED INVESTMENT" means any Investment in any Person other
than (i) an Investment in the Issuer or in a Restricted Subsidiary or in any
Person that, as a result of such Investment, becomes a Restricted Subsidiary,
(ii) cash or Cash Equivalents, (iii) any Investment acquired by the Issuer or
any of its Restricted Subsidiaries (x) in exchange for any other Investment or
accounts receivable held by the Issuer or any such Restricted Subsidiary in
connection with or as a result of a bankruptcy, workout, reorganization or
recapitalization of the issuer of such other Investment or accounts receivable
or (y) as a result of a foreclosure by the Issuer or any of its Restricted
Subsidiaries with respect to any secured Investment or other transfer of title
with respect to any secured Investment in default, (iv) Investments consisting
of Interest Rate Agreements or Currency Agreements that constitute Permitted
Indebtedness, (v) loans and advances to officers, directors and employees for
business-related travel expenses, moving expenses and other similar expenses,
in each case incurred in the ordinary course of business, (vi) Investments the
payment for which consists of Capital Stock (exclusive of Redeemable Stock) of
the Issuer; provided, however, that such Capital Stock will not increase the
amount available for Restricted Payments under clause (C)(2) of the
"Limitation on Restricted Payments" covenant contained in Section 3.09, or
(vii) other Investments in a Permitted Business at any time outstanding that
do not in the aggregate exceed 5% of Consolidated Net Tangible Assets.

          "RESTRICTED SUBSIDIARY" means any Subsidiary of the Issuer other
than an Unrestricted Subsidiary.

          "REVOCATION" has the meaning set forth in the definition of
Unrestricted Subsidiaries below.



                                      30

<PAGE>


          "RULE 144A" means Rule 144A under the Securities Act.

          "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 Issuer or a Restricted Subsidiary of any property,
whether owned by the Issuer or any Restricted Subsidiary at the Issue Date or
later acquired, which has been or is to be sold or transferred by the Issuer
or 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.

          "SECURITIES ACT" means the Securities Act of 1933, as it may be
amended and any successor act thereto.

          "SECURITY REGISTER" has the meaning provided in Section 2.06.

          "SECURITY" or "SECURITIES" means any Security or Securities, as the
case may be, authenticated and delivered under this Indenture. For all
purposes of this Indenture, the term "SECURITIES" shall include any Exchange
Securities to be issued and exchanged for any Securities pursuant to the
Registration Rights Agreement and this Indenture and, for purposes of this
Indenture, all Securities and Exchange Securities shall vote together as one
series of Securities under this Indenture.

          "SHELF REGISTRATION STATEMENT" means a Shelf Registration Statement
of the Issuer pursuant to and as defined in the Registration Rights Agreement.

          "SIGNIFICANT SUBSIDIARY" means, at any date of determination, any
Subsidiary of the Issuer that, together with its Subsidiaries, (i) for the
most recent fiscal year of the Issuer, accounted for more than 10% of the
consolidated revenues of the Issuer and its Restricted Subsidiaries or (ii) as
of the end of such fiscal year, was the owner of more than 10% of the
consolidated assets of the Issuer and its Restricted Subsidiaries, all as set
forth on the most recently available consolidated financial statements of the
Issuer for such fiscal year.

          "STATED MATURITY" means, (i) with respect to any debt security, the
date specified in such debt security as the fixed date on which the final
installment of principal of such debt security is due and payable and (ii)
with respect to any scheduled installment of principal of or interest on any
debt security, the date specified in such debt security as the fixed date on
which such installment is due and payable.

          "SUBORDINATED INDEBTEDNESS" means any Indebtedness of the Issuer
which is expressly subordinated in right of payment to the Securities.

          "SUBSIDIARY" means, with respect to any Person, (i) any corporation,
association or other business entity of which more than 50% of the outstanding
Voting Stock is owned, directly or indirectly, by such Person or (ii) any
other corporation, association or other business entity that is combined or
consolidated in accordance with Mexican GAAP with such Person for purposes of
general financial reporting.



                                      31

<PAGE>


          "TEMPORARY OFFSHORE GLOBAL SECURITY" has the meaning provided in
Section 2.04.

          "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.

          "TRANSACTION DATE" means with respect to the Incurrence of any
Indebtedness by the Issuer or any of its Restricted Subsidiaries, the date
such Indebtedness is to be Incurred and, with respect to any Restricted
Payment, the date such Restricted Payment is to be made.

          "TRUST INDENTURE ACT OF 1939" means the Trust Indenture Act of 1939,
as amended, as in force at the date as of which this Indenture was originally
executed, and "TIA," when used in respect of an indenture supplemental hereto,
means such Act as in force at the time such indenture supplemental hereto
becomes effective.

          "TRUSTEE" means the entity identified as "TRUSTEE" it the first
paragraph hereof and, subject to the provisions of Article 5, shall also
include any successor trustee.

          "U.S. GLOBAL SECURITY" has the meaning provided in Section 2.04.

          "U.S. GOVERNMENT OBLIGATIONS" means securities issued or directly
and fully guaranteed or insured by the United States of America or any agent
or instrumentality thereof (provided that the full faith and credit of the
United States of America is pledged in support thereof).

          "U.S. PERSON" has the meaning provided in Section 2.05.

          "U.S. PHYSICAL SECURITIES" has the meaning provided in Section 2.07.

          "UNRESTRICTED SUBSIDIARY" means any Subsidiary of the Issuer that at
the time of determination shall be designated an Unrestricted Subsidiary by
the Board of Directors of the Issuer in the manner provided below (a
"Designation"). The Board of Directors of the Issuer may designate any
Subsidiary of the Issuer to be an Unrestricted Subsidiary unless such
Subsidiary owns any Capital Stock of, or owns or holds any Lien on any
property of, the Issuer or any Restricted Subsidiary; provided that (i) such
designation would be permitted under Section 3.09 ( "Limitation on Restricted
Payments"), (ii) no portion of the Indebtedness or any other obligation
(contingent or otherwise) of such Subsidiary (A) is Guaranteed by the Issuer
or any Restricted Subsidiary, (B) is recourse to or obligates the Issuer or
any Restricted Subsidiary in any way or (C) subjects any property or asset of
the Issuer or any Restricted Subsidiary, directly or indirectly, contingently
or otherwise, to the satisfaction thereof, and (iii) no default or event of
default with respect to any Indebtedness of such Subsidiary would permit any
holder of any Indebtedness of the Issuer or any Restricted Subsidiary to
declare such Indebtedness of the Issuer or any Restricted Subsidiary due and
payable



                                      32

<PAGE>


prior to its maturity. The Board of Directors of the Issuer may designate any
Unrestricted Subsidiary to be a Restricted Subsidiary of the Issuer; provided
that immediately after giving effect to such designation (x) the Issuer could
incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) and
(y) no Default or Event of Default shall have occurred and be continuing. The
Board of Directors of the Issuer may revoke any designation of a Subsidiary as
an Unrestricted Subsidiary (a "Revocation"); provided that immediately after
giving effect to such revocation (x) the Issuer could incur $1.00 of
additional Indebtedness (other than Permitted Indebtedness) and (y) no Default
or Event of Default shall have occurred and be continuing. Any such
designation or revocation by the Board of Directors shall be evidenced to the
Trustee by promptly filing with the Trustee a copy of the Board Resolution
giving effect to such designation and an Officers' Certificate certifying that
such Designation or Revocation complied with the foregoing provisions.

          "VOTING STOCK" means, with respect to any Person, Capital Stock of
any class or kind ordinarily having the power to vote for the election of
directors, managers or other voting members of the governing body of such
Person.

          "WHOLLY OWNED" means, with respect to any Subsidiary of any Person,
such Subsidiary if all of the outstanding Common Stock or other similar equity
ownership interests (but not including Preferred Stock) in such Subsidiary
(other than any directors' qualifying shares or Investments by foreign
nationals mandated by applicable law) is owned directly or indirectly by such
Person.


                                  ARTICLE II

             ISSUE, EXECUTION, FORM AND REGISTRATION OF SECURITIES

          SECTION 2.01. AUTHENTICATION AND DELIVERY OF SECURITIES. Upon the
execution and delivery of this Indenture, or from time to time thereafter,
Securities (including Exchange Securities) in an aggregate principal amount
not in excess of the amount specified in the form of Security hereinabove
recited (except as otherwise provided in Section 2.09) may be executed by the
Issuer and delivered to the Trustee for authentication, and the Trustee shall
thereupon authenticate and deliver said Securities to or upon the written
order of the Issuer, signed by both (a) its Chairman of the Board of
Directors, or any Vice Chairman of the Board of Directors, or its President or
any Vice President (whether or not designated by a number or numbers or a word
or words added before or after the title "VICE PRESIDENT") and (b) its
Treasurer, attorney in fact or any Assistant Treasurer without any further
action by the Issuer.

          SECTION 2.02. EXECUTION OF SECURITIES. The Securities shall be
signed on behalf of the Issuer by both (a) its Chairman of the Board of
Directors or any Vice Chairman of the Board of Directors or their respective
President or any Vice President (whether or not designated by a number or
numbers or a word or words added before or after the title "VICE PRESIDENT")
and (b) its Treasurer, attorney in fact or any Assistant Treasurer or its
Secretary or any Assistant Secretary, which persons or officers shall be



                                      33

<PAGE>


authorized to do so under a notarized power of attorney. Such signatures may
be the manual or facsimile signatures of the present or any future such
officers. Typographical and other minor errors or defects in any such
reproduction of any such signature shall not affect the validity or
enforceability of any Security which has been duly authenticated and delivered
by the Trustee.

          In case any officer of the Issuer who shall have signed any of the
Securities shall cease to be such officer before the Security so signed shall
be authenticated and delivered by the Trustee or disposed of by the Issuer,
such Security nevertheless may be authenticated and delivered or disposed of
as though the person who signed such Security had not ceased to be such
officer of the Issuer; and any Security may be signed on behalf of the Issuer
by such persons as, at the actual date of the execution of such Security,
shall be the proper officers of the Issuer, although at the date of the
execution and delivery of this Indenture any such person was not such officer.

          SECTION 2.03. CERTIFICATE OF AUTHENTICATION. Only such Securities as
shall bear thereon a certificate of authentication substantially in the form
hereinabove recited, executed by the Trustee by manual signature of one of its
authorized officers, shall be entitled to the benefits of this Indenture or be
valid or obligatory for any purpose. Such certificate by the Trustee upon any
Security executed by the Issuer shall be conclusive evidence and the only
evidence that the Security so authenticated has been duly authenticated and
delivered hereunder and that the holder is entitled to the benefits of this
indenture.

          SECTION 2.04. FORM, DENOMINATION AND DATE OF SECURITIES; PAYMENTS OF
INTEREST. The Securities and the Trustee's certificates of authentication
shall be substantially in the form recited above; provided that Exchange
Securities (i) shall contain the alternative third paragraph appearing on the
reverse of the Securities in the form recited above and (ii) shall not contain
terms with respect to transfer restrictions. The Securities shall be issuable
in denominations provided for in the form of Security recited above. The
Securities shall be numbered, lettered, or otherwise distinguished in such
manner or in accordance with such plans as the officers of the Issuer
executing the same may determine with the approval of the Trustee.

          Any of the Securities may be issued with appropriate insertions,
omissions, substitutions and variations, and may have imprinted or otherwise
reproduced thereon such legend or legends, not inconsistent with the
provisions of this Indenture, as may be required to comply with any law or
with any rules or regulations pursuant thereto, including those required by
Section 2.05, or with the rules of any securities market in which the
Securities are admitted to trading, or to conform to general usage.

          Each Security shall be dated the date of its authentication, shall
bear interest from the applicable date and shall be payable on the dates
specified on the face of the form of Security recited above.

          Securities offered and sold in reliance on Section 4(2) and Rule
144A shall be issued initially in the form of a single permanent global
Security in registered form,



                                      34

<PAGE>


substantially in the form herein above recited (the "U.S. GLOBAL SECURITY"),
deposited with the Trustee, as custodian for the Depositary, and registered in
the name of a nominee of the Depositary for the accounts of Euroclear Bank,
S.A./N.V., as operator of the Euroclear System and Citibank, N.A., as operator
of the Clearstream System, duly executed by the Issuer and authenticated by
the Trustee as herein provided. The aggregate principal amount of the U.S.
Global Security may from time to time be increased or decreased by adjustments
made on the records of the Trustee, as custodian for the Depositary or its
nominee, as hereinafter provided.

          Securities offered and sold in offshore transactions in reliance on
Regulation S shall be issued initially in the form of a single temporary
global Security in registered form substantially in the form hereinabove
recited (the "TEMPORARY OFFSHORE GLOBAL SECURITY") deposited with the Trustee,
as custodian for the Depositary, duly executed by the Issuer, and
authenticated by the Trustee as provided herein. At any time after December 1,
2003 (the "OFFSHORE SECURITIES EXCHANGE DATE"), a single permanent global
Security in registered form substantially in the form hereinabove recited
without the Private Placement Legend (the "PERMANENT OFFSHORE GLOBAL
SECURITY"; and together with the Temporary Offshore Global Security, the
"OFFSHORE GLOBAL SECURITIES") duly executed by the Issuer and authenticated by
the Trustee as provided herein shall be deposited with the Trustee, as
custodian for the Depositary, and the Registrar shall reflect on its books and
records the date and a decrease in the principal amount of the Temporary
Offshore Global Security in an amount equal to the principal amount of the
beneficial interest in the Temporary Offshore Global Security transferred.

          Securities issued pursuant to Section 2.08 in exchange for interests
in the Offshore Global Security following the Offshore Securities Exchange
Date shall be in the form of permanent certificated Securities in registered
form substantially in the form hereinabove recited (the "OFFSHORE PHYSICAL
SECURITIES").

          The U.S. Global Security and the Offshore Global Security are
sometimes referred to herein as the "GLOBAL SECURITIES."

          The person in whose name any Security is registered at the close of
business on any Interest Record Date with respect to any Interest Payment Date
shall be entitled to receive the interest, if any, payable on such Interest
Payment Date notwithstanding any transfer or exchange of such Security
subsequent to the Interest Record Date and prior to such Interest Payment
Date, except if and to the extent the Issuer shall default in the payment of
the interest due on such Interest Payment Date, in which case such defaulted
interest, plus (to the extent lawful) any interest payable on the defaulted
interest, shall be paid to the persons in whose names outstanding Securities
are registered at the close of business on a subsequent record date (which
shall be no less than five business days prior to the date of such payment)
established by notice given by mail by or on behalf of the Issuer to the
holders of Securities not less than 15 days preceding such subsequent record
date.

          SECTION 2.05. RESTRICTIVE LEGENDS. (a) Unless and until a Security
is exchanged for an Exchange Security in connection with an effective
Registration




                                      35

<PAGE>


pursuant to the Registration Rights Agreement, the U.S. Global Security,
Temporary Offshore Global Security and each U.S. Physical Security (as defined
below) shall bear the following legend on the face thereof:

          THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT
     OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE
     OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
     BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE.
     BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A
     "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
     SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS
     SECURITY IN AN OFFSHORE TRANSACTION PURSUANT TO REGULATION S, (2) AGREES
     THAT IT WILL NOT, WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS
     SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE
     ISSUER OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A
     QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
     SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION
     IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE
     EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
     (IF AVAILABLE) OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
     UNDER THE SECURITIES ACT, AND (3) AGREES THAT IT WILL DELIVER TO EACH
     PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE
     EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY
     WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THE SECURITY, THE HOLDER
     MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING
     TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE
     TRUSTEE. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION", "UNITED
     STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S
     UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING
     THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS SECURITY IN
     VIOLATION OF THE FOREGOING RESTRICTIONS.

          (b) Each Global Security, whether or not an Exchange Security, shall
also bear the following legend on the face thereof:

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
          OF THE DEPOSITORY TRUST COMPANY, TO THE ISSUER OR ITS AGENT FOR
          REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
          ISSUED IS REGISTERED IN THE NAME



                                      36

<PAGE>


          OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
          REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT
          HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
          BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY),
          ANY TRANSFER PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
          TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
          CO., HAS AN INTEREST HEREIN.

          TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
          WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR
          THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF
          THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN
          ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.08 OF THE
          INDENTURE.

          SECTION 2.06. REGISTRATION, TRANSFER AND EXCHANGE. The Securities
are issuable only in registered form. The Issuer will keep at each office or
agency to be maintained for the purpose as provided in Section 3.02 (the
"REGISTRAR") a register or registers (the "SECURITY REGISTER(S)") in which,
subject to such reasonable regulations as it may prescribe, it will register,
and will register the transfer of, Securities as in this Article provided.
Such Security Register shall be in written form in the English language or in
any other form capable of being converted into such form within a reasonable
time. At all reasonable times such Security Register or Security Registers
shall be open for inspection by the Trustee.

          Upon due presentation for registration of transfer of any Security
at each such office or agency, the Issuer shall execute and the Trustee shall
authenticate and deliver in the name of the transferee or transferees a new
Security or Securities in each case in authorized denominations for a like
aggregate principal amount.

          A holder may transfer a Security only by written application to the
Registrar stating the name of the proposed transferee and otherwise complying
with the terms of this Indenture. No such transfer shall be effected until,
and such transferee shall succeed to the rights of a holder only upon, final
acceptance and registration of the transfer by the Registrar in the Security
Register. Prior to the registration of any transfer by a holder as provided
herein, the Issuer, the Trustee, and any agent of the Issuer shall treat the
person in whose name the Security is registered as the owner thereof for all
purposes whether or not the Security shall be overdue, and neither the Issuer,
the Trustee, nor any such agent shall be affected by notice to the contrary.
Furthermore, any holder of a Global Security shall, by acceptance of such
Global Security, agree that transfers of beneficial interests in such Global
Security may be effected only through a book entry system maintained by the
holder of such Global Security (or its agent) and that ownership of a
beneficial interest in the Security shall be required to be reflected in a
book entry. When Securities are presented to the Registrar or a co-Registrar
with a request to register the transfer or to exchange them for an equal
principal amount of Securities of other



                                      37

<PAGE>


authorized denominations (including an exchange of Securities for Exchange
Securities), the Registrar shall register the transfer or make the exchange as
requested if the requirements for such transactions set forth herein are met;
provided that no exchanges of Securities for Exchange Securities shall occur
until a Registration Statement shall have been declared effective by the
Commission and that any Securities that are exchanged for Exchange Securities
shall be cancelled by the Trustee. To permit registrations of transfers and
exchanges, the Issuer shall execute and the Trustee shall authenticate
Securities at the Registrar's request.

          The Issuer may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any
exchange or registration of transfer of Securities (other than any such
transfer taxes or other similar governmental charge payable upon exchanges
pursuant to Section 2.11, 7.05 or 10.08). No service charge to any holder
shall be made for any such transaction.

          The Issuer shall not be required to exchange or register a transfer
of (a) any Securities for a period of 15 days next preceding the first mailing
of notice of redemption of Securities to be redeemed, or (b) any Securities
selected, called or being called for redemption except, in the case of any
Security where public notice has been given that such Security is to be
redeemed in part, the portion thereof not so to be redeemed.

          All Securities issued upon any transfer or exchange of Securities
shall be valid obligations of the Issuer, evidencing the same debt, and
entitled to the same benefits under this Indenture, as the Securities
surrendered upon such transfer or exchange.

          SECTION 2.07. BOOK-ENTRY PROVISIONS FOR GLOBAL SECURITIES. (a) The
U.S. Global Security and Offshore Global Security initially shall be
registered in the name of the Depositary for such Global Securities or the
nominee of such Depositary, be delivered to the Trustee as custodian for such
Depositary and bear legends as set forth in Section 2.05.

          Members of, or participants in, the Depositary ("AGENT MEMBERS")
shall have no rights under this Indenture with respect to any Global Security
held on their behalf by the Depositary, or the Trustee as its custodian, or
under the Global Security, and the Depositary may be treated by the Issuer,
the Trustee and any agent of the Issuer or the Trustee as the absolute owner
of such Global Security for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent
of the Issuer or the Trustee, from giving effect to any written certification,
proxy or other authorization furnished by the Depositary or impair, as between
the Depositary and its Agent Members, the operation of customary practices
governing the exercise of the rights of a holder of any Security.

          (b) Transfers of a Global Security shall be limited to transfers of
such Global Security in whole, but not in part, to the Depositary, its
successors or their respective nominees. Interests of beneficial owners in a
Global Security may be transferred in accordance with the rules and procedures
of the Depositary and the



                                      38

<PAGE>


provisions of Section 2.08. In addition, permanent certificated Securities in
registered form in substantially the form hereinabove recited (the "U.S.
PHYSICAL SECURITIES") and Offshore Physical Securities shall be transferred to
all beneficial owners in exchange for their beneficial interests in the U.S.
Global Security or the Offshore Global Security, respectively, if (i) the
Depositary notifies the Issuer that it is unwilling or unable to continue as
Depositary for the U.S. Global Security or the Offshore Global Security, as
the case may be, and a successor Depositary is not appointed by the Issuer
within 90 days of such notice, (ii) the Depositary ceases to be a clearing
agency registered under the Exchange Act or (iii) an Event of Default of which
the Trustee has actual notice has occurred and is continuing and the Registrar
has received a request from the Depositary to issue such U.S. Physical
Securities or Offshore Physical Securities. In addition, the owner of a
beneficial interest in a Global Security will be entitled at its request to
receive either a U.S. Physical Security or an Offshore Physical Security, as
the case may be, in exchange for such interest if an Event of Default has
occurred and is continuing.

          (c) Any beneficial interest in one of the Global Securities that is
transferred to a person who takes delivery in the form of an interest in the
other Global Security will, upon transfer, cease to be an interest in such
Global Security and become an interest in the other Global Security and,
accordingly, will thereafter be subject to all transfer restrictions, if any,
and other procedures applicable to beneficial interests in such other Global
Security for as long as it remains such an interest.

          (d) In connection with any transfer of a portion of the beneficial
interests in the U.S. Global Security or the Offshore Global Security, as the
case may be, to beneficial owners pursuant to Section 2.07(b), the Registrar
shall reflect on its books and records the date and a decrease in the
principal amount of the U.S. Global Security or the Offshore Global Security,
as the case may be, in an amount equal to the principal amount of the
beneficial interest in the U.S. Global Security or the Offshore Global
Security, as the case may be, to be transferred, and the Issuer shall execute,
and the Trustee shall authenticate and deliver, one or more U.S. Physical
Securities or Offshore Physical Securities, as the case may be, of like tenor
and amount.

          (e) In connection with the transfer of the entire U.S. Global
Security or Offshore Global Security to beneficial owners pursuant to Section
2.07(b), the U.S. Global Security or Offshore Global Security, as the case may
be, shall be deemed to be surrendered to the Trustee for cancellation, and the
Issuer shall execute, and the Trustee shall authenticate and deliver, to each
beneficial owner identified by the Depositary in exchange for its beneficial
interest in the U.S. Global Security or Offshore Global Security, as the case
may be, an equal aggregate principal amount of U.S. Physical Securities or
Offshore Physical Securities, as the case may be, of authorized denominations.

          (f) Any U.S. Physical Security delivered in exchange for an interest
in the U.S. Global Security pursuant to paragraph (b) of this Section shall,
except as otherwise provided by Section 2.08(e), bear the legend regarding
transfer restrictions applicable to the U.S. Physical Security set forth in
Section 2.05.



                                      39
<PAGE>

          (g) Any Offshore Physical Security delivered in exchange for an
interest in the Offshore Global Security pursuant to paragraph (b) of this
Section shall, except as otherwise provided by Section 2.08(e), bear the
legend regarding transfer restrictions applicable to the Offshore Physical
Security set forth in Section 2.05.

          (h) The registered holder of a Global Security may grant proxies and
otherwise authorize any person, including Agent Members and persons that may
hold interests through Agent Members, to take any action which a holder is
entitled to take under this Indenture or the Securities.

          (i) In the event that the U.S. Physical Securities or Offshore
Physical Securities are not issued to each such beneficial owner promptly
after the Registrar has received a request from the Holder of a Global
Security to issue such U.S Physical Securities or Offshore Physical
Securities, the Issuer expressly acknowledges, with respect to the right of
any holder to pursue a remedy pursuant to Section 4.06 or 4.07 hereof, the
right of any beneficial holder of Securities to pursue such remedy with
respect to the portion of the Global Security that represents such beneficial
holder's Securities as if such U.S. Physical Securities or Offshore Physical
Securities had been issued.

          SECTION 2.08. SPECIAL TRANSFER PROVISIONS. Unless and until a
Security is exchanged for an Exchange Security in connection with an effective
Registration pursuant to the Registration Rights Agreement or sold pursuant to
a Shelf Registration Statement pursuant to the Registration Rights Agreement,
the following provisions shall apply:

          (a) TRANSFERS TO QIBs. The following provisions shall apply with
respect to the registration of any proposed transfer of a U.S. Physical
Security or an interest in the U.S. Global Security to a QIB (excluding
Non-U.S. Persons):

          (i) If the Security to be transferred consists of (x) U.S. Physical
     Securities, the Registrar shall register the transfer if such transfer is
     being made by a proposed transferor who has checked the box provided for
     on the form of Security stating, or has otherwise advised the Issuer and
     the Registrar in writing, that the sale has been made in compliance with
     the provisions of Rule 144A to a transferee who has signed the
     certification provided for on the form of Security stating, or has
     otherwise advised the Issuer and the Registrar in writing, that it is
     purchasing the Security for its own account or an account with respect to
     which it exercises sole investment discretion and that it and any such
     account is a QIB within the meaning of Rule 144A, and is aware that the
     sale to it is being made in reliance on Rule 144A and acknowledges that
     it has received such information regarding the Issuer as it has requested
     pursuant to Rule 144A or has determined not to request such information
     and that it is aware that the transferor is relying upon its foregoing
     representations in order to claim the exemption from registration
     provided by Rule 144A or (y) an interest in the U.S. Global Security, the
     transfer of such interest may be effected only through the book entry
     system maintained by the Depositary.



                                      40

<PAGE>



          (ii) If the proposed transferee is an Agent Member, and the Security
     to be transferred consists of U.S. Physical Securities, upon receipt by
     the Registrar of the documents referred to in clause (i) and instructions
     given in accordance with the Depositary's and the Registrar's procedures,
     the Registrar shall reflect on its books and records the date and an
     increase in the principal amount of the U.S. Global Security in an amount
     equal to the principal amount of the U.S. Physical Securities to be
     transferred and the Trustee shall cancel the U.S. Physical Security so
     transferred.

          (b) TRANSFERS OF INTERESTS IN THE TEMPORARY OFFSHORE GLOBAL
SECURITY. The following provisions shall apply with respect to registration of
any proposed transfer of interests in the Temporary Offshore Global Security:

          (i) The Registrar shall register the transfer of any Security (x) if
     the proposed transferee is a Non-U.S. Person and the proposed transferor
     has delivered to the Registrar a certificate substantially in the form of
     Exhibit A hereto or (y) if the proposed transferee is a QIB and the
     proposed transferor has checked the box provided for on the form of
     Security stating, or has otherwise advised the Issuer and the Registrar
     in writing, that the sale has been made in compliance with the provisions
     of Rule 144A to a transferee who has signed the certification provided
     for on the form of Security stating, or has otherwise advised the Issuer
     and the Registrar in writing, that it is purchasing the Security for its
     own account or an account with respect to which it exercises sole
     investment discretion and that it and any such account is a QIB within
     the meaning of Rule 144A, and is aware that the sale to it is being made
     in reliance of Rule 144A and acknowledges that it has received such
     information regarding the Issuer as it has requested pursuant to Rule
     144A or has determined not to request such information and that it is
     aware that the transferor is relying upon its foregoing representations
     in order to claim the exemption from registration provided by Rule 144A.

          (ii) If the proposed transferee is an Agent Member, upon receipt by
     the Registrar of the documents referred to in clause (i)(y) above and
     instructions given in accordance with the Depositary's and the
     Registrar's procedures, the Registrar shall reflect on its books and
     records the date and an increase in the principal amount of the U.S.
     Global Security, in an amount equal to the principal amount of the
     Temporary Offshore Global Security to be transferred, and the Trustee
     shall decrease the amount of the Temporary Offshore Global Security in a
     like amount.

          (c) TRANSFERS OF INTERESTS IN THE PERMANENT OFFSHORE GLOBAL SECURITY
OR OFFSHORE PHYSICAL SECURITIES TO U.S. PERSONS. The following provisions
shall apply with respect to any transfer of interests in the Permanent
Offshore Global Security or Offshore Physical Securities to U.S. Persons. The
Registrar shall register the transfer of any such Security without requiring
any additional certification.



                                      41

<PAGE>


          (d) TRANSFERS TO NON-U.S. PERSONS AT ANY TIME. The following
provisions shall apply with respect to any transfer of a Security to a
Non-U.S. Person:

          (i) Prior to and including December 1, 2003, the Registrar shall
     register any proposed transfer of a Security to a Non-U.S. Person upon
     receipt of a certificate substantially in the form of Exhibit A hereto
     from the proposed transferor.

          (ii) After December 1, 2003, the Registrar shall register any
     proposed transfer to any Non-U.S. Person if the Security to be
     transferred is a U.S. Physical Security or an interest in the U.S. Global
     Security, upon receipt of a certificate substantially in the form of
     Exhibit A from the proposed transferor.

          (iii) (A) If the proposed transferor is an Agent Member holding a
     beneficial interest in the U.S. Global Security, upon receipt by the
     Registrar of (x) the documents, if any, required by paragraph (ii) and
     (y) instructions in accordance with the Depositary's and the Registrar's
     procedures, the Registrar shall reflect on its books and records the date
     and a decrease in the principal amount of the U.S. Global Security in an
     amount equal to the principal amount of the beneficial interest in the
     U.S. Global Security to be transferred, and (B) if the proposed
     transferee is an Agent Member, upon receipt by the Registrar of
     instructions given in accordance with the Depositary's and the
     Registrar's procedures, the Registrar shall reflect on its books and
     records the date and an increase in the principal amount of the Offshore
     Global Security in an amount equal to the principal amount of the U.S.
     Physical Securities or the U.S. Global Security, as the case may be, to
     be transferred, and the Trustee shall cancel the U.S. Physical Security,
     if any, so transferred or decrease the amount of the U.S. Global
     Security, as the case may be.

          (e) PRIVATE PLACEMENT LEGEND. Upon the transfer, exchange or
replacement of Securities not bearing the Private Placement Legend, the
Registrar shall deliver Securities that do not bear the Private Placement
Legend. Upon the transfer, exchange or replacement of Securities bearing the
Private Placement Legend, the Registrar shall deliver only Securities that
bear the Private Placement Legend unless either the circumstances contemplated
by the fifth paragraph of Section 2.04 or paragraph (d)(ii) of this Section
2.08 exists or there is delivered to the Registrar an Opinion of Counsel
reasonably satisfactory to the Issuer and the Trustee to the effect that
neither such legend nor the related restrictions on transfer are required in
order to maintain compliance with the provisions of the Securities Act.

          (f) GENERAL. By its acceptance of any Security bearing the Private
Placement Legend, each holder of such a Security acknowledges the restrictions
on transfer of such Security set forth in this Indenture and in the Private
Placement Legend and agrees that it will transfer such Security only as
provided in this Indenture. The Registrar shall not register a transfer of any
Security unless such transfer complies with the restrictions on transfer of
such Security set forth in this Indenture. In connection with any transfer of
Securities, each holder agrees by its acceptance of the Securities to furnish



                                      42

<PAGE>


the Registrar or the Issuer such certifications, legal opinions or other
information as either of them may reasonably require to confirm that such
transfer is being made pursuant to an exemption from, or a transaction not
subject to, the registration requirements of the Securities Act; provided that
the Registrar shall not be required to determine (but may rely on a
determination made by the Issuer with respect to) the sufficiency of any such
certifications, legal opinions or other information.

          The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to Section 2.07(a) or this Section
2.08. The Issuer shall have the right to inspect and make copies of all such
letters, notices or other written communications at any reasonable time upon
the giving of reasonable written notice to the Registrar.

          SECTION 2.09. MUTILATED, DEFACED, DESTROYED, LOST AND STOLEN
SECURITIES. In case any temporary or definitive Security shall become
mutilated, defaced or be apparently destroyed, lost or stolen, the Issuer in
its discretion may execute, and upon the written request of any officer of the
Issuer, the Trustee shall authenticate and deliver, a new Security, bearing a
number not contemporaneously outstanding, in exchange and substitution for the
mutilated or defaced Security, or in lieu of and substitution for the Security
so apparently destroyed, lost or stolen. In every case the applicant for a
substitute Security shall furnish to the Issuer and to the Trustee and any
agent of the Issuer or the Trustee such security or indemnity as may be
required by each of them to indemnify and defend and to save each of them
harmless and, in every case of destruction, loss or theft evidence to their
satisfaction of the apparent destruction, loss or theft of such Security and
of the ownership thereof. If, after the delivery of such substitute Security,
a bona fide purchaser of the original Security in lieu of which such
substitute Security was issued presents for payment or registration such
original Security, the Trustee shall be entitled to recover such substitute
Security from the person to whom it was delivered or any person taking
therefrom, except a bona fide purchaser, and shall be entitled to recover upon
the security or indemnity provided therefor to the extent of any loss, damage,
cost or expense incurred by the Issuer or the Trustee, or any agent of such
Persons, in connection therewith.

          Upon the issuance of any substitute Security, the Issuer may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses (including the
fees and expenses of the Trustee) connected therewith. In case any Security
which has matured or is about to mature, or has been called for redemption in
full, shall become mutilated or defaced or be apparently destroyed, lost or
stolen, the Issuer may, instead of issuing a substitute Security, pay or
authorize the payment of the same (without surrender thereof except in the
case of a mutilated or defaced Security), if the applicant for such payment
shall furnish to the Issuer and to the Trustee and any agent of the Issuer or
the Trustee such security or indemnity as any of them may require to save each
of them harmless from all risks, however remote, and, in every case of
apparent destruction, loss or theft, the applicant shall also furnish to the
Issuer and the Trustee and any agent of the Issuer or the Trustee evidence to
their satisfaction of the apparent destruction, loss or theft of such Security
and of the ownership thereof.



                                      43

<PAGE>


          Every substitute Security issued pursuant to the provisions of this
Section by virtue of the fact that any Security is apparently destroyed, lost
or stolen shall constitute an additional contractual obligation of the Issuer,
whether or not the apparently destroyed, lost or stolen Security shall be at
any time enforceable by anyone and shall be entitled to all the benefits of
(but shall be subject to all the limitations of rights set forth in) this
Indenture equally and proportionately with any and all other Securities duly
authenticated and delivered hereunder. All Securities shall be held and owned
upon the express condition that, to the extent permitted by law, the foregoing
provisions are exclusive with respect to the replacement or payment of
mutilated, defaced, or apparently destroyed, lost or stolen Securities and
shall preclude any and all other rights or remedies notwithstanding any law or
statute existing or hereafter enacted to the contrary with respect to the
replacement or payment of negotiable instruments or other securities without
their surrender.

          SECTION 2.10. CANCELLATION OF SECURITIES; DESTRUCTION THEREOF. All
Securities surrendered for payment, redemption, registration of transfer or
exchange, if surrendered to the Issuer or any agent of the Issuer or the
Trustee, shall be delivered to the Trustee for cancellation or, if surrendered
to the Trustee, shall be cancelled by it, and no Securities shall be issued in
lieu thereof except as expressly permitted by any of the provisions of this
Indenture. The Trustee shall destroy cancelled Securities held by it and
deliver a certificate of destruction to the Issuer upon written request. If
the Issuer shall acquire any of the Securities, such acquisition shall not
operate as a redemption or satisfaction of the indebtedness represented by
such Securities unless and until the same are delivered to the Trustee for
cancellation.

          SECTION 2.11. TEMPORARY SECURITIES. Pending the preparation of
definitive Securities, the Issuer may execute and the Trustee shall
authenticate and deliver temporary Securities (printed, lithographed,
typewritten or otherwise reproduced, in each case in form satisfactory to the
Trustee). Temporary Securities shall be issuable as registered Securities
without coupons, of any authorized denomination, and substantially in the form
of the definitive Securities but with such omissions, insertions and
variations as may be appropriate for temporary Securities, all as may be
determined by the Issuer with the concurrence of the Trustee. Temporary
Securities may contain such reference to any provisions of this Indenture as
may be appropriate. Every temporary Security shall be executed by the Issuer
and be authenticated by the Trustee upon the same conditions and in
substantially the same manner, and with like effect, as the definitive
Securities. Without unreasonable delay the Issuer shall execute and shall
furnish definitive Securities and thereupon temporary Securities may be
surrendered in exchange therefor without charge at each office or agency to be
maintained by the Issuer for the purpose pursuant to Section 3.02, and the
Trustee shall authenticate and deliver in exchange for such temporary
Securities a like aggregate principal amount of definitive Securities of
authorized denominations. Until so exchanged the temporary Securities shall be
entitled to the same benefits under this Indenture as definitive Securities.

          SECTION 2.12. PERSONS DEEMED OWNERS. Prior to and at the time of due
presentation for registration of transfer, the Issuer, the Trustee and any
agent of such parties may treat the person in whose name any Security is
registered in the Security



                                      44

<PAGE>


Register as the owner of such Security for the purpose of receiving the
payment of principal of, premium, if any, and interest on such Security and
for all other purposes whatsoever, whether or not such Security shall be
overdue, and neither the Issuer, the Trustee nor any agent of such parties
shall be affected by notice to the contrary.

          SECTION 2.13. CUSIP AND ISIN NUMBERS. The Issuer in issuing the
Securities may use "CUSIP" and "ISIN" numbers (if then generally in use), and
the Trustee shall use CUSIP numbers or ISIN numbers, as the case may be, in
notices of redemption or exchange as a convenience to holders; provided that
any such notice shall state that no representation is made as the correctness
of such numbers either as printed on the Securities or as contained in any
notice of redemption or exchange and that reliance may be placed only on the
other identification numbers printed on the Securities.

                                 ARTICLE III

                    COVENANTS OF THE ISSUER AND THE TRUSTEE

          SECTION 3.01. PAYMENT OF PRINCIPAL AND INTEREST. The Issuer
covenants and agrees that it will duly and punctually pay or cause to be paid
the principal of, and interest on, each of the Securities at the place or
places, at the respective times and in the manner provided in the Securities.
At the option of the Issuer, each installment of interest on the Securities
may be paid by check payable to or upon the written order of the holders of
Securities entitled thereto as they shall appear, on the Interest Record Date,
on the registry books of the Issuer, or by wire transfer to such holders in
immediately available funds, to such bank or other entity in the continental
United States as shall be designated by such holders and shall have
appropriate facilities for such purpose, or, in accordance with the standard
operating procedures of the Depositary.

          SECTION 3.02. OFFICES FOR PAYMENTS, ETC. So long as any of the
Securities remain outstanding, the Issuer will maintain in the Borough of
Manhattan, City of New York, the following: (a) an office or agency where the
Securities may be presented for payment, (b) an office or agency where the
Securities may be presented for registration of transfer and for exchange as
in this Indenture provided and (c) an office or agency where notices and
demands to or upon the Issuer in respect of the Securities or of this
Indenture may be served. The Issuer will give to the Trustee written notice of
the location of any such office or agency and of any change of location
thereof. The Issuer initially designates the office of the agent of the
Trustee, Wachovia Bank, National Association, One Penn Plaza, Suite 1414, New
York, New York 10119, as the office or agency for each such purpose. In case
the Issuer shall fail to maintain any such office or agency or shall fail to
give such notice of the location or of any change in the location thereof,
presentations and demands may be made and notices may be served at the
Corporate Trust Office.

          SECTION 3.03. APPOINTMENT TO FILL A VACANCY IN OFFICE OF TRUSTEE.
The Issuer, whenever necessary to avoid or fill a vacancy in the office of
Trustee, will



                                      45

<PAGE>


appoint, in the manner provided in Section 5.09, a Trustee, so that there
shall at all times be a Trustee hereunder.

          SECTION 3.04. PAYING AGENTS. Whenever the Issuer shall appoint a
paying agent other than the Trustee, it will cause such paying agent to
execute and deliver to the Trustee an instrument in which such agent shall
agree with the Trustee, subject to the provisions of this Section,

          (a) that it will hold all sums received by it as such agent for the
     payment of the principal of or interest on the Securities (whether such
     sums have been paid to it by the Issuer or by any other obligor on the
     Securities) in trust for the benefit of the holders of the Securities or
     of the Trustee,

          (b) that it will give the Trustee notice of any failure by the
     Issuer (or by any other obligor on the Securities) to make any payment of
     the principal of or interest on the Securities when the same shall be due
     and payable, and

          (c) pay any such sums so held in trust by it to the Trustee upon the
     Trustee's written request at any time during the continuance of the
     failure referred to in clause (b) above.

          The Issuer will, on or prior to each due date of the principal of or
interest on the Securities, deposit with the paying agent a sum sufficient to
pay such principal or interest, and (unless such paying agent is the Trustee)
the Issuer will promptly notify the Trustee of any failure to take such
action.

          If the Issuer shall act as its own paying agent, it will, on or
before each due date of the principal of or interest on the Securities, set
aside, segregate and hold in trust for the benefit of the holders of the
Securities a sum sufficient to pay such principal or interest so becoming due.
The Issuer will promptly notify the Trustee of any failure to take such
action.

          Anything in this Section to the contrary notwithstanding, the Issuer
may at any time, for the purpose of obtaining a satisfaction and discharge of
this Indenture or for any other reason, pay or cause to be paid to the Trustee
all sums held in trust by the Issuer or any paying agent hereunder, as
required by this Section, such sums to be held by the Trustee upon the trusts
herein contained.

          Anything in this Section to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section are subject to the
provisions of Sections 9.04 and 9.05.

          SECTION 3.05. CERTIFICATES TO TRUSTEE. (a) The Issuer will deliver
on or before a date not more than 90 days after the end of each fiscal year,
an Officers' Certificate of the Chief Executive Officer, the Chief Operating
Officer or the Chief Financial Officer of the Issuer certifying that such
officer has conducted or supervised a review of the activities of the Issuer
and its Restricted Subsidiaries and the Issuer's and its Restricted
Subsidiaries' performance under the Indenture and that, to the best of such



                                      46

<PAGE>


officer's knowledge, based upon such review, the Issuer has fulfilled all
obligations thereunder or, if there has been a default in the fulfillment of
any such obligation, specifying each such default and the nature and status
thereof (such compliance to be determined without regard to any period of
grace or requirement of notice provided under this Indenture).

          (b) The Issuer will deliver to the Trustee, as soon as possible and
in any event within 10 days after the Issuer becomes aware or should
reasonably become aware of the occurrence of an Event of Default or a Default,
an Officers' Certificate setting forth the details of such Event of Default or
Default, and the action which the Issuer proposes to take with respect
thereto. If a Default or Event of Default occurs, is continuing and is
actually known to the Trustee, the Trustee must mail to each Holder notice of
the Default or Event of Default within 90 days after the Trustee has actual
knowledge thereof, unless such Default or Event of Default is cured or waived
in accordance with the terms of this Indenture prior to the giving of such
notice.

          SECTION 3.06. SECURITYHOLDERS LISTS. If and so long as the Trustee
shall not be the Registrar, the Issuer will furnish or cause to be furnished
to the Trustee a list in such form as the Trustee may reasonably require of
the names and addresses of the holders of the Securities pursuant to Section
312(a) of the Trust Indenture Act semi-annually not more than 15 days after
each Interest Record Date as of such Interest Record Date, and at such other
times as the Trustee may request in writing, within thirty days after receipt
by the Issuer of any such request as of a date not more than 15 days prior to
the time such information is furnished.

          SECTION 3.07. REPORTS BY THE TRUSTEE. Any Trustee's report required
under Section 313(a) of the Trust Indenture Act of 1939 shall be transmitted
within 45 days of each September 1, commencing with September 1, 2004, and
shall be dated as of a date convenient to the Trustee no more than 60 nor less
than 45 days prior thereto.

          SECTION 3.08. LIMITATION ON INDEBTEDNESS. The Issuer will not, and
will not cause or permit any of its Restricted Subsidiaries to, directly or
indirectly, Incur any Indebtedness, including Acquired Indebtedness, or permit
any Restricted Subsidiary to issue Preferred Stock to any Person, except that
the Issuer and its Restricted 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 Issuer is
greater than (i) 2.00 to 1.0 if such Indebtedness is Incurred prior to the
second anniversary of the Issue Date, (ii) 2.25 to 1.0 if such Indebtedness is
Incurred on or after the second anniversary of the Issue Date but prior to the
fourth anniversary of the Issue Date, and (iii) 2.50 to 1.0 if such
Indebtedness is Incurred on or after the fourth anniversary of the Issue Date.

      Notwithstanding the foregoing, the Issuer and any Restricted Subsidiary
(except as specified below) may Incur each and all of the following
Indebtedness, including Acquired Indebtedness (each, "Permitted
Indebtedness"):



                                      47

<PAGE>


          (i) Indebtedness to the Issuer or any of its Restricted Subsidiaries
     as long as such Indebtedness continues to be owed to the Issuer or any of
     its Restricted Subsidiaries;

          (ii) Indebtedness ("Permitted Refinancing Indebtedness") to the
     extent it Refinances Indebtedness Incurred in accordance with the first
     paragraph above or any Permitted Indebtedness, other than Indebtedness
     Incurred under clauses (i), (iii), (iv), (v) and (ix) of this paragraph,
     in an amount not to exceed the amount so Refinanced (plus premiums,
     accrued interest, fees and expenses); provided that Indebtedness the
     proceeds of which are used to Refinance the Securities or Indebtedness
     that is pari passu with, or subordinated in right of payment to, the
     Securities shall only be permitted under this clause (ii) if (A) in case
     the Securities are Refinanced in part or the Indebtedness to be
     Refinanced is pari passu with the Securities, such new Indebtedness is
     pari passu with, or, by its terms or by the terms of any agreement or
     instrument pursuant to which such new Indebtedness is outstanding, is
     expressly made subordinate in right of payment to, the remaining
     Securities, (B) in case the Indebtedness to be Refinanced is subordinated
     in right of payment to the Securities, such new Indebtedness, by its
     terms or by the terms of any agreement or instrument pursuant to which
     such new Indebtedness is outstanding, is expressly made subordinate in
     right of payment to the Securities at least to the extent that the
     Indebtedness to be Refinanced is subordinated to the Securities and (C)
     such new Indebtedness, determined as of the date of Incurrence of such
     new Indebtedness, does not mature prior to the Stated Maturity of the
     Indebtedness to be Refinanced, and the Average Life of such new
     Indebtedness is at least equal to the remaining Average Life of the
     Indebtedness to be Refinanced; and provided further that in no event may
     Indebtedness of any Person be Refinanced pursuant to this clause (ii) by
     means of any Indebtedness of any other Person, except that Indebtedness
     of a Restricted Subsidiary may be Refinanced by means of Indebtedness of
     another Restricted Subsidiary;

          (iii) Indebtedness of the Issuer or any Restricted Subsidiary
     incurred for working capital needs in the ordinary course of business, to
     fund capital expenditures or to make interest payments in an aggregate
     principal amount at any time not to exceed $100 million;

          (iv) Indebtedness (A) in respect of performance, surety or appeal
     bonds provided in the ordinary course of business, (B) under Currency
     Agreements and Interest Rate Agreements (provided that, in the case of
     Currency Agreements that relate to other Indebtedness, such Currency
     Agreements do not increase the Indebtedness of the obligor outstanding at
     any time other than as a result of fluctuations in foreign currency
     exchange rates or by reason of fees, indemnities and compensation payable
     thereunder) and (C) arising from agreements providing for
     indemnification, adjustment of purchase price or similar obligations, or
     from Guarantees or letters of credit, surety bonds, performance bonds or
     other similar instruments securing any obligations of the Issuer or any
     of its Restricted Subsidiaries pursuant to such agreements, in any case
     Incurred in connection with



                                      48

<PAGE>


     the disposition of any business, assets or Restricted Subsidiary (other
     than Guarantees of Indebtedness Incurred by any Person acquiring all or
     any portion of such business, assets or Restricted Subsidiary for the
     purpose of financing such acquisition), in a principal amount not to
     exceed the gross proceeds actually received by the Issuer or any
     Restricted Subsidiary in connection with such disposition;

          (v) Indebtedness under bankers' acceptances, letters of credit and
     other similar instruments (including reimbursement obligations with
     respect thereto) issued in the ordinary course of business and not
     related to Indebtedness (other than clause (iii) thereof);

          (vi) Indebtedness not to exceed US$225,000,000 in respect of the
     Securities originally issued on the Issue Date and the Exchange
     Securities issued therefor;

          (vii) Indebtedness existing on the Issue Date;

          (viii) Indebtedness to the extent such Indebtedness is secured by
     Liens which are purchase money or other Liens upon equipment or property
     acquired by or held by the Issuer or any of its Restricted Subsidiaries
     taken or obtained by (A) the seller or lessor of such equipment or
     property to secure all or a part of the purchase price or lease payment
     therefor or (B) the person who makes advances or incurs obligations,
     thereby giving value to the Issuer or any Restricted Subsidiary to enable
     it to purchase or acquire rights in such equipment or property to secure
     the repayment of all or a part of the advances so made or obligations so
     incurred; provided, however, that (x) such Liens do not extend to or
     cover any property or assets of the Issuer or any Restricted Subsidiary
     other than the equipment or property acquired and (y) the aggregate
     principal amount of such Indebtedness, together with any Permitted
     Refinancing Indebtedness with respect thereto incurred pursuant to clause
     (ii) above, outstanding at any time does not exceed $25 million; and

          (ix) Indebtedness of the Issuer or any of its Restricted
     Subsidiaries not to exceed $25 million at any time outstanding.

          For purposes of determining compliance with this Section 3.08, (A)
in the event that an item of Indebtedness meets the criteria of more than one
of the types of Indebtedness described above, the Issuer, in its sole
discretion, shall classify such item of Indebtedness and only be required to
include the amount and type of such Indebtedness in one of such clauses and
(B) the amount of Indebtedness issued at a price that is less than the
principal amount thereof shall be equal to the amount of the liability in
respect thereof determined in conformity with Mexican GAAP.

          SECTION 3.09. LIMITATION ON RESTRICTED PAYMENTS. The Issuer will
not, and will not permit any Restricted Subsidiary to, directly or indirectly,
after the Issue Date (i) declare or pay any dividend or make any distribution
on its Capital Stock (other



                                      49

<PAGE>



than (x) dividends or distributions payable solely in shares of its Capital
Stock (other than Redeemable Stock) or in options, warrants or other rights to
acquire such shares of Capital Stock of the Issuer, and (y) any dividend or
distribution by any Restricted Subsidiary on shares of its Common Stock that
is paid pro rata to all holders of such Common Stock or, if such Restricted
Subsidiary has more than one class of Capital Stock, any dividend or
distribution by such Restricted Subsidiary on all shares of its Capital Stock
that is paid pro rata to all holders of such Capital Stock in proportion to
such holders' equity interest in such Restricted Subsidiary) held by Persons
other than the Issuer or any of its Restricted Subsidiaries, (ii) purchase,
redeem, retire or otherwise acquire for value any shares of Capital Stock of
the Issuer or any Restricted Subsidiary (including options, warrants or other
rights to acquire such shares of Capital Stock) held by Persons other than the
Issuer or any of its Restricted Subsidiaries, (iii) make any voluntary or
optional principal payment, or voluntary or optional redemption, repurchase,
defeasance, or other acquisition or retirement for value of Subordinated
Indebtedness (other than for value payable solely in Subordinated Indebtedness
that constitutes Permitted Refinancing Indebtedness or in shares of Capital
Stock of the Issuer (other than Redeemable Stock)), or (iv) make any
Investment that is a Restricted Investment (such payments or any other actions
described in clauses (i) through (iv) being collectively "Restricted
Payments") if, at the time of, and after giving effect to, the proposed
Restricted Payment: (A) a Default or Event of Default shall have occurred and
be continuing, (B) the Issuer could not Incur at least $1.00 of Indebtedness
(other than Permitted Indebtedness) under Section 3.08, or (C) the aggregate
amount expended for all Restricted Payments (the amount so expended, if other
than in cash, to be determined in good faith by the Board of Directors of the
Issuer, whose determination shall be conclusive and evidenced by a Board
Resolution) after the Issue Date shall exceed the sum of (1) 50% of cumulative
Consolidated Net Income of the Issuer or, if cumulative Consolidated Net
Income of the Issuer is a loss, minus 50% of the loss, accrued during for the
period (taken as one accounting period) beginning on the first day of the
first full fiscal quarter after the Issue Date and ending on the last day of
the Issuer's last fiscal quarter ending before the date of such Restricted
Payment for which quarterly or annual financial statements of the Issuer are
available; plus (2) the aggregate net proceeds (including the Fair Market
Value of non-cash proceeds) received by the Issuer after the Issue Date from:
(x) the issuance and sale of its Capital Stock (other than Disqualified
Capital Stock) to a Person who is not a Restricted Subsidiary of the Issuer,
including an issuance or sale for cash or other property upon the conversion
of any Indebtedness (other than Subordinated Indebtedness) of the Issuer
subsequent to the Issue Date, or (y) a contribution by a Person other than a
Restricted Subsidiary of the Issuer to the equity capital of the Issuer not
representing an interest in Disqualified Capital Stock; plus (3) to the extent
not included in clause (1) above, an amount equal to the net reduction in
Restricted Investments in Unrestricted Subsidiaries resulting from payments of
interest on Indebtedness, dividends, repayments of loans or advances, or other
transfers of assets, in each case to the Issuer or any Restricted Subsidiary
from Unrestricted Subsidiaries, or from any Revocation of the Designation of
an Unrestricted Subsidiary (valued in each case as provided in the definition
of "Investments"), not to exceed, in the case of any Unrestricted Subsidiary,
the amount of Restricted Investments previously made by the Issuer and any
Restricted Subsidiary in such Unrestricted Subsidiary included as a



                                      50

<PAGE>


Restricted Payment pursuant to clause (C) above; plus (4) to the extent not
included in clause (1) above, 100% of the aggregate amount received in cash
and the Fair Market Value of marketable securities (other than Restricted
Investments) received from the sale or other disposition (other than to the
Issuer or a Restricted Subsidiary) of Restricted Investments made by the
Issuer and its Restricted Subsidiaries not to exceed, in the case of any
Restricted Investment, the amount of such Restricted Investment previously
included as a Restricted Payment pursuant to clause (C) above; plus (5) $5
million.


     The foregoing provision shall not take into account, and shall not be
violated by reason of: (i) cash dividends on the Issuer's capital stock in an
amount not to exceed (together with all other cash dividends of the Issuer in
the same fiscal year) $20 million in the aggregate in any fiscal year of the
Issuer; (ii) the payment of any dividend within 90 days after the date of
declaration thereof or the date such dividend is resolved to be proposed by
the Board of Directors of the Issuer (as evidenced by a Board Resolution) if,
at said date of declaration or resolution, such payment would comply with the
foregoing paragraph; (iii) the redemption, repurchase, defeasance or other
acquisition or retirement for value of Indebtedness of the Issuer that is
subordinate in right of payment to the Securities including premium, if any,
and accrued and unpaid interest, with the proceeds of, or in exchange for,
Permitted Refinancing Indebtedness; (iv) the repurchase, retirement,
redemption or other acquisition of Capital Stock of the Issuer (or options,
warrants or other rights to acquire such shares of Capital Stock) in exchange
for, or out of the proceeds of a substantially concurrent offering of, shares
of Capital Stock (other than Redeemable Stock or options, warrants or other
rights to acquire such shares of Capital Stock) of the Issuer; (v) the
acquisition of Subordinated Indebtedness of the Issuer in exchange for, or out
of the proceeds of, a substantially concurrent offering of, shares of the
Capital Stock of the Issuer (other than Redeemable Stock) or options, warrants
or other similar rights to acquire such shares of Capital Stock; and (vi) a
Restricted Payment to pay for the repurchase, retirement or other acquisition
or retirement for value of Capital Stock of the Issuer held by any future,
present or former employee, director or consultant of the Issuer or any
Subsidiary pursuant to any management equity plan or stock option plan or any
other management or employee benefit plan or agreement after the Issue Date in
an aggregate amount not to exceed $5 million; provided that, except in the
case of clause (ii), no Default or Event of Default shall have occurred and be
continuing or occur as a consequence of the actions or payments set forth
therein.

     Notwithstanding the foregoing, a Restricted Investment in securities or
other assets not constituting cash or Cash Equivalents received pursuant to an
Asset Sale as permitted under Section 3.15 shall not be prohibited by the
provisions of the second preceding paragraph; provided, however, in
determining the aggregate amount expended for Restricted Payments in
accordance with clause (C) of the second preceding paragraph, 100% of such
Restricted Investment shall be deducted.

     Notwithstanding the foregoing, in the event of an issuance of Capital
Stock of the Issuer and (1) the repurchase, redemption or other acquisition of
Capital Stock out of the proceeds of such issuance or (2) the acquisition of
Securities or Indebtedness that is



                                      51

<PAGE>


subordinated in right of payment to the Securities out of the proceeds of such
issuance, then, in calculating whether the conditions of clause (C) of the
third preceding paragraph have been met with respect to any subsequent
Restricted Payments, the proceeds of any such issuance shall be included under
such clause (C) only to the extent such proceeds are not applied as described
in clause (1) or (2) of this paragraph.


          SECTION 3.10. LIMITATION ON DIVIDEND AND OTHER PAYMENT RESTRICTIONS
AFFECTING RESTRICTED SUBSIDIARIES. The Issuer will not, and will not permit
any Restricted Subsidiary to, create or otherwise cause or suffer to exist or
become effective any consensual encumbrance or restriction of any kind on the
ability of any Restricted Subsidiary to (i) pay dividends or make any other
distributions permitted by applicable law on any Capital Stock of such
Restricted Subsidiary owned by the Issuer or any other Restricted Subsidiary,
(ii) pay any Indebtedness or other obligations owed to the Issuer or any other
Restricted Subsidiary, (iii) make loans or advances to the Issuer or any other
Restricted Subsidiary or (iv) transfer any of its property or assets to the
Issuer or any other Restricted Subsidiary.

     The foregoing provisions shall not restrict any encumbrances or
restrictions: (i) existing on the Issue Date and any extensions, refinancings,
renewals or replacements of any of the foregoing; provided that the
encumbrances and restrictions in any such extensions, refinancings, renewals
or replacements are not materially more restrictive than encumbrances or
restrictions in effect on the Issue Date; (ii) arising in connection with the
Incurrence of Indebtedness of Restricted Subsidiaries after the Issue Date;
provided, that such encumbrances or restrictions are not materially more
restrictive than encumbrances or restrictions in effect on the Issue Date and
are necessary and customarily accepted in order to effect such financing;
(iii) existing under or by reason of applicable law; (iv) existing with
respect to any Person or the property or assets of such Person acquired by the
Issuer or any Restricted Subsidiary and existing at the time of such
acquisition, which encumbrances or restrictions (A) are not applicable to any
Person or the property or assets of any Person other than such Person or the
property or assets of such Person so acquired and (B) were not put in place in
anticipation of such acquisition, and any Refinancings of any of the
foregoing; provided that the encumbrances and restrictions in any such
Refinancing are no less favorable in any material respect to the holders than
those encumbrances or restrictions that are then in effect and that are being
Refinanced; (v) in the case of clause (iv) of the preceding paragraph, arising
or agreed to in the ordinary course of business (A) that restrict in a
customary manner the subletting, assignment or transfer of any property or
asset that is a lease, license, conveyance or contract or similar property or
asset, (B) existing by virtue of any transfer of, agreement to transfer,
option or right with respect to, or Lien on, any property or assets of the
Issuer or any Restricted Subsidiary not otherwise prohibited by this Indenture
or (C) not relating to any Indebtedness and, in each of cases (A), (B) or (C),
that do not, individually or in the aggregate, detract from the value of
property or assets of the Issuer or any Restricted Subsidiary in any manner
material to the Issuer and its Restricted Subsidiaries, taken as a whole; (vi)
with respect to a Restricted Subsidiary or certain property or assets of a
Restricted Subsidiary and imposed pursuant to an agreement that has been
entered into for the sale or disposition of all or substantially all of the
Capital Stock of, or property



                                      52

<PAGE>


and assets of, such Restricted Subsidiary or such property or assets, as the
case may be; (vii) restrictions on cash or other deposits or net worth imposed
by customers under contracts entered into in the ordinary course of business;
or (viii) 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 the preceding paragraph shall prevent the
Issuer or any Restricted Subsidiary from (1) creating, incurring, assuming or
suffering to exist any Liens otherwise permitted by Section 3.13 or (2)
restricting the sale or other disposition of property or assets of the Issuer
or any of its Restricted Subsidiaries that secure Indebtedness of the Issuer
or any of its Restricted Subsidiaries provided such restriction is otherwise
permitted by Section 3.13.

          SECTION 3.11. LIMITATION ON ISSUANCES OF GUARANTEES BY RESTRICTED
SUBSIDIARIES. The Issuer will not permit any Restricted Subsidiary, directly
or indirectly, to Guarantee any Indebtedness of the Issuer that is pari passu
with or subordinate in right of payment to the Securities ("Guaranteed
Indebtedness"), unless (i) such Guarantee is otherwise permitted under the
terms of this Indenture, (ii) such Restricted Subsidiary simultaneously
executes and delivers a supplemental indenture to this Indenture providing for
a Guarantee (a "Subsidiary Guarantee") of payment of the Securities by such
Restricted Subsidiary and (iii) such Restricted Subsidiary waives and will not
in any manner whatsoever claim or take the benefit or advantage of, any rights
of reimbursement, indemnity or subrogation or any other rights against the
Issuer or any other Restricted Subsidiary as a result of any payment by such
Restricted Subsidiary under its Subsidiary Guarantee; provided that this
paragraph shall not be applicable to (x) any Guarantee of any Restricted
Subsidiary that existed at the time such Person became a Restricted Subsidiary
and was not Incurred in connection with, or in contemplation of, such Person
becoming a Restricted Subsidiary, (y) Guarantees of Restricted Subsidiaries of
any Indebtedness pari passu in right of payment of the Securities not to
exceed $50 million in the aggregate, and (z) any Guarantee by a Restricted
Subsidiary of Attributable Indebtedness of the Issuer pursuant to a Sale and
Leaseback Transaction for the Issuer Headquarters. If the Guaranteed
Indebtedness is (A) pari passu with the Securities, then the Guarantee of such
Guaranteed Indebtedness shall be pari passu with, or subordinated to, the
Subsidiary Guarantee or (B) subordinated to the Securities, then the Guarantee
of such Guaranteed Indebtedness shall be subordinated to the Subsidiary
Guarantee at least to the extent that the Guaranteed Indebtedness is
subordinated to the Securities.

          Notwithstanding the foregoing, any Subsidiary Guarantee by a
Restricted Subsidiary shall provide by its terms that it shall be
automatically and unconditionally released and discharged upon (i) any sale,
exchange or transfer, to any Person not an Affiliate of the Issuer, of all of
the Issuer's and each Restricted Subsidiary's Capital Stock in, or all or
substantially all the assets of, such Restricted Subsidiary (which sale,
exchange or transfer is not prohibited by this Indenture) or (ii) the release
or discharge of the Guarantee that resulted in the creation of such Subsidiary
Guarantee, except a discharge or release by or as a result of payment under
such Guarantee.

          SECTION 3.12. LIMITATION ON TRANSACTIONS WITH SHAREHOLDERS AND
AFFILIATES. The Issuer will not, and will not permit any Restricted Subsidiary
to, directly or indirectly, enter into, renew or extend any transaction
(including, without limitation,



                                      53

<PAGE>


the purchase, sale, lease or exchange of property or assets, or the rendering
of any service, or the making of any Investment) with any holder (or any
Person known to the Issuer to be an Affiliate of a holder) of 5% or more of
any class of Voting Stock of the Issuer or with any Affiliate of the Issuer or
any Restricted Subsidiary (each, a "Related Party Transaction"), except upon
fair and reasonable terms that when taken as a whole are no less favorable to
the Issuer or such Restricted Subsidiary than could be obtained, at the time
of such transaction or at the time of the execution of the agreement providing
therefor, in a comparable arm's-length transaction with a Person that is not
such a holder or an Affiliate.

          Without limiting the foregoing, any Related Party Transaction or
series of Related Party Transactions with an aggregate value in excess of $5
million must first be approved by a majority of the Board of Directors of the
Issuer who are disinterested in the subject matter of the transaction pursuant
to a Board Resolution; and any Related Party Transactions or series of Related
Party Transactions with an aggregate value in excess of $10 million must be
the subject of a favorable opinion, on terms customary for a Issuer having
characteristics similar to the Issuer, as to the fairness of such Related
Party Transaction to the Issuer and the relevant Restricted Subsidiary (if
any) from a financial point of view from an Independent Financial Advisor and
a copy of the same must be filed with the Trustee.

          The foregoing limitation does not limit, and shall not apply to (i)
the payment of reasonable and customary regular fees to directors of the
Issuer, (ii) any Restricted Payments not prohibited by Section 3.09, (iii)
transactions solely among or between Restricted Subsidiaries or solely among
or between the Issuer and a Restricted Subsidiary, (iv) reasonable fees and
compensation paid to, and any indemnity provided on behalf of, officers,
directors, employees, consultants or agents of the Issuer or any Restricted
Subsidiary as determined in good faith by the Issuer's Board of Directors,
including contributions to a pension trust for employees of the Issuer and its
Restricted Subsidiaries and the acquisition in the open market and
contribution of Capital Stock of the Issuer to a stock option trust for
employees of the Issuer and its Restricted Subsidiaries; (v) Related Party
Transactions undertaken pursuant to any contractual obligations or rights in
existence on the Issue Date (as in effect on the Issue Date); and (vi) loans
and advances to officers, directors and employees of the Issuer or any
Restricted Subsidiary for travel, entertainment, moving and other relocation
expenses, in each case made in the ordinary course of business.

          SECTION 3.13. LIMITATION ON LIENS. The Issuer will not and will not
cause or permit any of its Restricted Subsidiaries to, directly or indirectly,
create, incur, assume or suffer to exist any Lien that secures Indebtedness of
the Issuer (including, without limitation Indebtedness specified in clauses
(vi) and (xi) of the definition of Indebtedness), other than a Permitted Lien,
on any of its or its Restricted Subsidiaries assets or properties, or any
shares of Capital Stock or Indebtedness of any Restricted Subsidiary, in each
case owned on the Issue Date or thereafter acquired, without making effective
provision for all of the Securities and all other amounts due under this
Indenture to be directly secured equally and ratably with (or prior to) the
obligation or liability secured by such Lien.



                                      54

<PAGE>


          SECTION 3.14. LIMITATION ON LAYERED INDEBTEDNESS. The Issuer will
not directly or indirectly Incur any Indebtedness that is subordinate in right
of payment to other Indebtedness, unless such Incurred Indebtedness is
subordinate in right of payment to the Securities to the same extent and on
the same terms as such Incurred Indebtedness is subordinate to such other
Indebtedness.

          SECTION 3.15. LIMITATION ON ASSET SALES. The Issuer will not, and
will not permit any Restricted Subsidiary to, effect or permit any Asset Sale
unless (i) such Asset Sale is effected at Fair Market Value, (ii) 80% of the
proceeds of such Asset Sale consists of (A) cash or Cash Equivalents, (B)
property or assets (other than Capital Stock) to be owned by and used in the
business of the Issuer or any Restricted Subsidiary of a nature or type or
that are used in a business similar or related to the nature or type of the
property and assets of, or the business of, the Issuer and its Restricted
Subsidiaries existing on the date of such Asset Sale or (C) Capital Stock in
one or more Persons principally engaged in a Permitted Business which thereby
become Restricted Subsidiaries; provided that the amount of (a) any
liabilities (as shown on the Issuer's or such Restricted Subsidiary's most
recent balance sheet) of the Issuer or any Restricted Subsidiary (other than
liabilities that are by their terms subordinated to the Securities) that are
assumed by the transferee of any such assets and (b) any notes or other
obligations received by the Issuer or any such Restricted Subsidiary from a
transferee that is assigned an Investment Grade Rating that are converted by
the Issuer or such Restricted Subsidiary into cash within 180 days after such
Asset Sale (to the extent of the cash received) shall be deemed to be cash for
the purposes of this clause (ii), and (iii) then the Issuer shall or shall
cause the relevant Restricted Subsidiary to (x) within 360 days of the
relevant Asset Sale apply an amount equal to the Net Cash Proceeds to (A)
repay any Indebtedness of the Issuer secured by a Lien on assets of the Issuer
or Indebtedness of any Restricted Subsidiary, in each case for borrowed money
or constituting a Capitalized Lease Obligation, and permanently reduce the
commitments with respect thereto without Refinancing, or (B) purchase
Replacement Assets from a Person other than the Issuer and its Restricted
Subsidiaries or (y) apply the Net Cash Proceeds (to the extent not applied
pursuant to clause (x) above) as provided in the following four paragraphs.
The amount of Net Cash Proceeds required to be applied during such 360-day
period as set forth in clause (x) of the preceding sentence and not applied as
so required shall constitute "Excess Proceeds." Notwithstanding the foregoing,
any foreclosures on assets of the Issuer or any Restricted Subsidiary need not
comply with clauses (i) or (ii) above.

     If, as of the first day of any calendar month, the aggregate amount of
Excess Proceeds not theretofore subject to an Excess Proceeds Offer (as
defined below) totals at least $10 million, the Issuer must, not later than
the fifteenth Business Day of such month, make an offer (an "Excess Proceeds
Offer") to purchase from the holders on a pro rata basis an aggregate
principal amount of Securities equal to the Excess Proceeds on such date, at a
purchase price equal to 100% of the principal amount of the Securities, plus,
in each case, accrued interest (if any) to the date of purchase (the "Excess
Proceeds Payment").



                                      55

<PAGE>


          The Issuer shall commence an Excess Proceeds Offer by mailing a
notice to the Trustee and each holder stating: (i) that the Excess Proceeds
Offer is being made pursuant to this Section 3.15 of this Indenture and that
all Securities validly tendered will be accepted for payment on a pro rata
basis; (ii) the purchase price and the date of purchase (which shall be 20
Business Days from the date such notice is mailed or such later date as is
required by law) (the "Excess Proceeds Payment Date"); (iii) that any Security
not tendered will continue to accrue interest pursuant to its terms; (iv)
that, unless the Issuer defaults in the payment of the Excess Proceeds
Payment, any Security accepted for payment pursuant to the Excess Proceeds
Offer shall cease to accrue interest on and after the Excess Proceeds Payment
Date; (v) that holders electing to have a Security purchased pursuant to the
Excess Proceeds Offer will be required to surrender the Security, together
with the form entitled "Option of the holder to Elect Purchase" on the reverse
side of the Security completed, to the Paying Agent at the address specified
in the notice prior to the close of business on the Business Day immediately
preceding the Excess Proceeds Payment Date; (vi) that holders will be entitled
to withdraw their election if the Paying Agent receives, not later than the
close of business on the third Business Day immediately preceding the Excess
Proceeds Payment Date or such later date as is required by law, a telegram,
facsimile transmission or letter setting forth the name of such holder, the
principal amount of Securities delivered for purchase and a statement that
such holder is withdrawing his election to have such Securities purchased; and
(vii) that holders whose Securities are being purchased only in part will be
issued new Securities equal in principal amount to the unpurchased portion of
the Securities surrendered; provided that each Security purchased and each new
Security issued shall be in a principal amount of $1,000 or integral multiples
thereof.

     On the Excess Proceeds Payment Date, the Issuer shall (i) accept for
payment on a pro rata basis Securities or portions thereof tendered pursuant
to the Excess Proceeds Offer; (ii) deposit with the Paying Agent money
sufficient to pay the purchase price of all Securities or portions thereof so
accepted; and (iii) deliver, or cause to be delivered, to the Trustee all
Securities or portions thereof so accepted together with an Officers'
Certificate specifying the Securities or portions thereof accepted for payment
by the Issuer. The Paying Agent shall promptly mail to the holders of
Securities so accepted payment in an amount equal to the purchase price, and
the Trustee shall promptly authenticate and mail to such holders a new
Security equal in principal amount to any unpurchased portion of the Security
surrendered; provided that each Security purchased and each new Security
issued shall be in a principal amount of $1,000 or integral multiples thereof.
The Issuer will publicly announce the results of the Excess Proceeds Offer as
soon as practicable after the Excess Proceeds Payment Date. For purposes of
the this Section 3.15, the Trustee shall act as the Paying Agent.

     The Issuer will comply with Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder to the extent such laws and
regulations are applicable, in the event that such Excess Proceeds are
received by the Issuer under this Section 3.15 and the Issuer is required to
repurchase Securities as described above.



                                      56

<PAGE>


          SECTION 3.16. LIMITATION ON PERMITTED BUSINESS. The Issuer will not,
and will not permit any Restricted Subsidiary to, engage in any businesses
other than a Permitted Business, except that the Issuer and any Restricted
Subsidiary may acquire a Restricted Subsidiary after the Issue Date that is
engaged in a business other than a Permitted Business so long as it is
principally engaged in a Permitted Business.

          SECTION 3.17. CHANGE OF CONTROL. Upon the occurrence of a Change of
Control, each holder shall have the right to require the repurchase of its
Securities by the Issuer in cash pursuant to the offer described below (the
"CHANGE OF CONTROL OFFER") at a purchase price equal to 101% of the principal
amount thereof, plus accrued interest (if any) to the date of purchase (the
"CHANGE OF CONTROL PAYMENT"). Prior to the mailing of the notice to holders
provided for in the succeeding paragraph, but in any event within 30 days
following any Change of Control, the Issuer covenants to (i) repay in full all
indebtedness of the Issuer that would prohibit the repurchase of the
Securities as provided for in the succeeding paragraph or (ii) obtain any
requisite consents under instruments governing any such indebtedness of the
Issuer to permit the repurchase of the Securities as provided for in the
succeeding paragraph. The Issuer shall first comply with the covenant in the
preceding sentence before it shall be required to repurchase Securities
pursuant to this Section 3.17.

     Within 30 days of the Change of Control, the Issuer shall mail a notice
to the Trustee and each holder stating: (i) that a Change of Control has
occurred (and a brief description of the events resulting in such Change of
Control), that the Change of Control Offer is being made pursuant to this
Section 3.17 and that all Securities validly tendered will be accepted for
payment; (ii) the purchase price and the date of purchase (which shall be 20
Business Days or such later date that is required by law from the date such
notice is mailed) (the "Change of Control Payment Date"); (iii) that any
Security not tendered will continue to accrue interest pursuant to its terms;
(iv) that, unless the Issuer or the Issuer defaults in the payment of the
Change of Control Payment, any Security accepted for payment pursuant to the
Change of Control Offer shall cease to accrue interest on and after the Change
of Control Payment Date; (v) that holders electing to have any Security or
portion thereof purchased pursuant to the Change of Control Offer will be
required to surrender such Security, together with the form entitled "Option
of the holder to Elect Purchase" on the reverse side of such Security
completed, to the Paying Agent at the address specified in the notice prior to
the close of business on the Business Day immediately preceding the Change of
Control Payment Date; (vi) that holders will be entitled to withdraw their
election if the Paying Agent receives, not later than the close of business on
the third Business Day immediately preceding the Change of Control Payment
Date or such later date that is required by law, a telegram, telex, facsimile
transmission or letter setting forth the name of such holder, the principal
amount of Securities delivered for purchase and a statement that such holder
is withdrawing his election to have such Securities purchased; and (vii) that
holders whose Securities are being purchased only in part will be issued new
Securities equal in principal amount to the unpurchased portion of the
Securities surrendered; provided that each Security purchased and each new
Security issued shall be in a principal amount of $1,000 or integral multiples
thereof.



                                      57

<PAGE>


     On the Change of Control Payment Date, the Issuer shall: (i) accept for
payment Securities or portions thereof tendered pursuant to the Change of
Control Offer; (ii) deposit with the Paying Agent money sufficient to pay the
purchase price of all Securities or portions thereof so accepted; and (iii)
deliver, or cause to be delivered, to the Trustee, all Securities or portions
thereof so accepted together with an Officers' Certificate specifying the
Securities or portions thereof accepted for payment by the Issuer. The Paying
Agent shall promptly mail, to the holders of Securities so accepted, payment
in an amount equal to the purchase price, and the Trustee shall promptly
authenticate and mail to such holders a new Security equal in principal amount
to any unpurchased portion of the Securities surrendered; provided that each
Security purchased and each new Security issued shall be in a principal amount
of $1,000 or integral multiples thereof. The Issuer will publicly announce the
results of the Change of Control Offer on or as soon as practicable after the
Change of Control Payment Date. For purposes of this Section 3.17, the Trustee
shall act as Paying Agent.

     The Issuer will comply with Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder to the extent such laws and
regulations are applicable in the event that a Change of Control occurs and
the Issuer is required to repurchase the Securities under this Section 3.17.

     If the Issuer is unable to repay all of its indebtedness that would
prohibit repurchase of the Securities or is unable to obtain the consents of
the holders of indebtedness, if any, of the Issuer outstanding at the time of
a Change of Control whose consent would be so required to permit the
repurchase of Securities, then the Issuer will have breached this Section
3.17. This breach will constitute an Event of Default with respect to the
Securities under this Indenture if it continues for a period of 30 consecutive
days after written notice is given to the Issuer by the Trustee or the holders
of at least 25% in aggregate principal amount of the Securities outstanding.
In addition, the failure by the Issuer to repurchase all tendered Securities
at the conclusion of the Change of Control Offer will constitute an Event of
Default with respect to the Securities, without any waiting period or notice
requirements.

     This Section 3.17 will, unless the consents referred to above are
obtained, require the Issuer to repay all indebtedness then outstanding that
by its terms would prohibit such Security repurchase, either prior to or
concurrently with such Security repurchase.

          SECTION 3.18. Provision of Financial Information. Notwithstanding
that the Issuer may not be required to file with the Commission information,
documents, or reports pursuant to Section 13 or Section 15(d) of the Exchange
Act, it will

          (i) file with the Commission, to the extent permitted,

               (A) annual reports on Form 20-F (or any successor form)
          containing the information required to be contained therein (or such
          successor form) within the time period required under the rules of
          the Commission for the filing of



                                      58

<PAGE>


          Form 20-F (or any successor form) by foreign private issuers subject
          thereto, and

               (B) reports on Form 6-K (or any successor form) including,
          whether or not required, unaudited quarterly financial statements
          (which shall include at least a balance sheet, income statement and
          cash flow statement in each case prepared in accordance with Mexican
          GAAP) along with other financial information and a discussion of
          results in each case with at least the level of information provided
          by the Issuer in its Form 6-K for the second quarter of 2003, within
          45 days after the end of each of the first three fiscal quarters of
          each fiscal year, and

          (ii) to the extent not filed with the Commission, provide the
     Trustee and the holders with the information, documents and reports
     referred to in clause (i) above within the periods specified above.

               In addition, at any time when the Issuer is not subject to or
          is not current in its reporting obligations under clause (i) of the
          preceding paragraph, the Issuer will make available, upon request,
          to any holder and any prospective purchaser of Securities the
          information required pursuant to Rule 144A(d)(4) under the
          Securities Act.

          SECTION 3.19. PAYMENT OF ADDITIONAL AMOUNTS. All payments of
principal, premium and interest in respect of each Security shall be made free
and clear of, and without withholding or deduction for, any taxes, duties,
assessments or governmental charges or penalties or interest related thereto
of whatever nature imposed, levied, collected, withheld or assessed by or
within Mexico or any political subdivision or taxing authority thereof or
therein ("Mexican Taxes"), unless such withholding or deduction is required by
law or by regulation. In the event that any such withholding or deduction in
respect of principal, premium or interest is so required, the Issuer shall pay
such additional amounts ("Additional Amounts") as will result in receipt by
each holder of any Security of such amounts as would have been received by
such holder with respect to such Security had no such withholding or deduction
been required, except that no Additional Amounts shall be payable for or on
account of:

          (1) any tax, duty, assessment or other governmental charge imposed
     by reason of

               (A) the existence of any present or former connection between
          such holder or the beneficial owner of such Security and Mexico (or
          any political subdivision or taxing authority thereof or therein)
          other than merely holding such Security or the receipt of, or
          enforcement of rights, under the Securities, or the receipt of
          payments in respect thereof, including, without limitation, such
          holder or the beneficial owner of such Security being or having been
          a national, domiciliary or resident thereof or being or having been
          present or engaged in a trade or business therein or having or
          having had a permanent establishment therein; or



                                      59

<PAGE>

               (B) the presentation of such Security (where presentation is
          required) more than 30 days after the date on which the payment in
          respect of such Security became due and payable or provided for,
          whichever is later, except to the extent that such holder would have
          been entitled to such Additional Amounts if it had presented such
          Security for payment on the last day of such period of 30 days;

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

          (3) any tax, duty, assessment, fee or other governmental charge or
     increase thereof to the extent that such amount would not have been
     imposed or increased but for the failure of such holder or the beneficial
     owner of a Security to comply with any applicable certification,
     documentation, information or other reporting requirement required by an
     applicable treaty, by law, or by regulation or administrative practice
     concerning the nationality, residence, identity or connection with the
     taxing jurisdiction of the holder or beneficial owner of such Security,
     provided, however, that the exclusion set forth in this clause (3) shall
     not apply in respect of any certification, identification, information,
     documentation or other reporting requirement if such requirement would be
     materially more onerous, in form, in procedure or in the substance of
     information disclosed, to the holder or beneficial owner of a Security
     than comparable information or other reporting requirements imposed under
     U.S. tax law, regulation and administrative practice (such as IRS Forms
     W-8BEN and W-9); or

          (4) any combination of items (1), (2) and (3).

     Whenever there is mentioned in any context, the payment of principal,
premium or interest in respect of any Security or the net proceeds received on
the sale or exchange of any Security, such mention shall be deemed to include
the payment of Additional Amounts provided for in this Indenture to the extent
that, in such context, Additional Amounts are, were or would be payable in
respect thereof pursuant to this Indenture.

     The Issuer will provide to the Trustee and Paying Agent documentation
evidencing payment of withholding taxes within 30 days after payment thereof.
Copies of such documentation shall be provided to holders requesting them.

The Issuer will pay any present or future stamp, court or documentary taxes,
or any other excise or property taxes, charges or similar levies which arise
in any jurisdiction from the execution, delivery or registration of the
Securities, except for any such taxes, charges or similar levies imposed by
any jurisdiction outside of Mexico (other than those resulting from, or
required to be paid in connection with, the enforcement of the Securities
following the occurrence of any Event of Default with respect to the
Securities). Notwithstanding the foregoing, no service charge will be made for
any registration of transfer or exchange of Securities, but the Issuer may
require payment of a sum sufficient



                                      60

<PAGE>


to cover any transfer tax or other similar governmental charge payable in
connection therewith.

          SECTION 3.20. WAIVER OF STAY, EXTENSION OR USURY LAWS. The Issuer
covenants (to the extent that it may lawfully do so) that it will not (i) at
any time insist upon, or 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 Issuer from paying all or any portion
of the principal of or interest on the Securities as contemplated herein,
wherever enacted, now or at any time hereafter in force, or which may affect
the covenants or the performance of this Indenture and the Issuer will
expressly waive all benefit or advantage of any such law and (ii) hinder,
delay or impede the execution of any power granted to the Trustee under this
Indenture and will suffer and permit the execution of every such power as
though no such law had been enacted.

          SECTION 3.21. MAINTENANCE OF PROPERTIES AND INSURANCE. The Issuer
will cause all properties used or useful in the conduct of its business or the
business of any of its Restricted Subsidiaries to be maintained and kept in
good condition, repair and working order and supplied with all necessary
equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Issuer may be necessary so that the business carried on in connection
therewith may be advantageously conducted at all times; provided that nothing
in this Section 3.21 shall prevent the Issuer or any of its Restricted
Subsidiaries from disposing of any such properties if such disposal is, in the
judgment of the Issuer, desirable in the conduct of the business of the Issuer
or such Restricted Subsidiary.

          The Issuer will provide or cause to be provided, for itself and its
Restricted Subsidiaries, insurance (including appropriate self-insurance)
against loss or damage of the kinds customarily insured against by
corporations similarly situated and owning like properties, including, but not
limited to, public liability insurance, with reputable insurers in such
amounts, with such deductibles and by such methods as shall be customary for
corporations similarly situated in the industry in which the Issuer or such
Restricted Subsidiary, as the case may be, is then conducting business.

          SECTION 3.22. REGISTRATION. The Issuer will take all steps necessary
to complete registration of the Securities with the Special Section of the
National Registry of Securities and Intermediaries.

                                  ARTICLE IV

                             DEFAULT AND REMEDIES

          SECTION 4.01. EVENT OF DEFAULT DEFINED. In case one or more of the
following Events of Default (whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by operation of
law or pursuant to any judgment, decree or order of any court or any order,
rule or regulation of any



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administrative or governmental body) shall have occurred and be continuing,
that is to say:

          (a) default in the payment of principal of or premium, if any, on
any Securities, when the same becomes due and payable at maturity, upon
acceleration, redemption or otherwise;

          (b) default in the payment of interest or Additional Amounts on any
Securities, when the same becomes due and payable, and such default continues
for a period of 30 days;

          (c) the failure to perform or comply with any of the provisions
described under Article VIII ("Consolidation, Merger and Sale of Assets");

          (d) the Issuer defaults in the performance of or breaches any other
covenant or agreement in this Indenture or under the Securities, and such
default or breach continues for a period of 30 consecutive days after written
notice by the Trustee or the holders of 25% or more in aggregate principal
amount of the Securities, as the case may be;

          (e) default by the Issuer or any Restricted Subsidiary under any
Indebtedness which (A) 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 (B) results in the acceleration of such Indebtedness prior to its
stated maturity; and the principal amount of Indebtedness covered by (A) or
(B) at the relevant time, aggregates $25 million or more;

          (f) any final judgment or order for the payment of money in excess
of $25 million in the aggregate for all such final judgments or orders against
all such Persons shall be rendered against the Issuer or any of its
Significant Subsidiaries and shall not be paid or discharged, and there shall
be any period of 60 consecutive days following entry of the final judgment or
order that causes the aggregate amount for all such final judgments or orders
outstanding and not paid or discharged against all such Persons to exceed $25
million during which a stay of enforcement of such final judgment or order, by
reason of a pending appeal or otherwise, shall not be in effect;

          (g) a court having jurisdiction in the premises enters a decree or
order for (A) relief in respect of the Issuer or any of its Significant
Subsidiaries in an involuntary case under any applicable bankruptcy,
insolvency or other similar law of Mexico or the United States now or
hereafter in effect, (B) appointment of a receiver, liquidator, assignee,
custodian, trustee, sindico, sequestrator or similar official of the Issuer or
any of its Significant Subsidiaries or for all or substantially all of the
property and assets of the Issuer or any of its Significant Subsidiaries or
(C) the winding up or liquidation of the affairs of the Issuer or any of its
Significant Subsidiaries and, in each case, such decree or order shall remain
unstayed and in effect for a period of 60 consecutive days; or



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          (h) the Issuer or any of its Significant Subsidiaries (A) 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, (B) consents to the appointment of or taking
possession by a receiver, liquidator, assignee, custodian, trustee, sindico,
sequestrator or similar official of the Issuer or any of its Significant
Subsidiaries or for all or substantially all of the property and assets of the
Issuer or any of its Significant Subsidiaries or (C) effects any general
assignment for the benefit of creditors.

               For purposes of this Section 4.01, a Significant Subsidiary shall
include any group of Restricted Subsidiaries that, taken as a whole,
constitutes a Significant Subsidiary.

          SECTION 4.02. ACCELERATION. If an Event of Default (other than an
Event of Default specified in Section 4.01(g) or 4.01(h) that occurs with
respect to the Issuer) occurs and is continuing under this Indenture, the
Trustee or the holders of at least 25% in aggregate principal amount of the
Securities, as the case may be, then outstanding, by written notice to the
Issuer (and to the Trustee if such notice is given by the holders (the
"Acceleration Notice")), may, and the Trustee at the request of such holders
shall, declare the principal of, premium, if any, and accrued interest on all
such outstanding Securities to be immediately due and payable. Upon a
declaration of acceleration, such principal of, premium, if any, and accrued
interest shall be immediately due and payable. In the event of a declaration
of acceleration because an Event of Default set forth in Section 4.01(e) has
occurred and is continuing, such declaration of acceleration shall be
automatically rescinded and annulled if the event of default or payment
default triggering such Event of Default pursuant to Section 4.01(e) shall be
remedied or cured by the Issuer and/or the relevant Significant Subsidiaries
or waived by the holders of the relevant Indebtedness within 60 days after the
declaration of acceleration with respect thereto. If an Event of Default
specified in Section 4.01(g) or 4.01(h) occurs with respect to the Issuer, the
principal of, premium, if any, and accrued interest on the Securities then
outstanding shall ipso facto become and be immediately due and payable without
any declaration or other act on the part of the Trustee or any holder.

     The holders of at least a majority in principal amount of the outstanding
Securities, by written notice to the Issuer and to the Trustee, may waive all
past Defaults, except a Default in the payment of principal, Interest or
Additional Amounts specified in Section 4.01(a) or (b) or in respect of a
covenant or provision of this Indenture that cannot be modified or amended
without the consent of the holder of each such outstanding Security affected,
and rescind and annul a declaration of acceleration and its consequences if
(i) all existing Events of Default, other than the nonpayment of the principal
of, premium, if any, and interest on the Securities that have become due
solely by such declaration of acceleration, have been cured or waived and (ii)
the rescission would not conflict with any judgment or decree of a court of
competent jurisdiction.

          SECTION 4.03. OTHER REMEDIES. If an Event of Default occurs and is
continuing, the Trustee may pursue, in its own name or as trustee of an
express trust, any



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available remedy by proceeding at law or in equity to collect the payment of
principal of, premium, if any, or interest on the Securities or to enforce the
performance of any provision of the Securities or this Indenture.

          The Trustee may maintain a proceeding even if it does not possess
any of the Securities or does not produce any of them in the proceeding.

          SECTION 4.04. WAIVER OF PAST DEFAULTS. Subject to Sections 4.02,
4.07 and 7.02, the holders of at least a majority in principal amount of the
outstanding Securities, by written notice to the Trustee, may waive an
existing Default or Event of Default and its consequences, except a Default in
the payment of principal of, premium, if any, interest or Additional Amounts
on any such Security as specified in Section 4.01 (a) or 4.01(b) or in respect
of a covenant or provision of this Indenture which cannot be modified or
amended without the consent of the holder of each such outstanding Security
affected. Upon any such waiver, such Default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or Event of Default or impair any right consequent
thereto.

          SECTION 4.05. CONTROL BY MAJORITY. The holders of at least a
majority in aggregate principal amount of the outstanding Securities, may
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the
Trustee with respect to all such outstanding Securities. However, the Trustee
may refuse to follow any direction that conflicts with law or this Indenture,
that may involve the Trustee in personal liability, or that the Trustee
determines in good faith may be unduly prejudicial to the rights of holders of
such Securities not joining in the giving of such direction and may take any
other action it deems proper that is not inconsistent with any such direction
received from holders of such Securities pursuant to this Section 4.05.

          SECTION 4.06. LIMITATION ON SUITS. A holder may not institute any
proceeding, judicial or otherwise, with respect to this Indenture or the
Securities or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:

          (i) the holder gives the Trustee written notice of a continuing
     Event of Default with respect to such Securities;

          (ii) the holders of at least 25% in aggregate principal amount of
     outstanding Securities makes a written request to the Trustee to pursue
     the remedy in its own name as Trustee hereunder;

          (iii) such holder or holders offer the Trustee indemnity reasonably
     satisfactory to the Trustee against any costs, liabilities or expenses;

          (iv) the Trustee does not comply with the request within 60 days
     after receipt of the request and offer of indemnity; and



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          (v) during such 60-day period, the holders of at least a majority in
     aggregate principal amount of the outstanding Securities do not give the
     Trustee a direction that is inconsistent with such written request.

          A holder may not use this Indenture to prejudice the rights of
another holder or to obtain a preference or priority over such other holder.

          SECTION 4.07. RIGHTS OF HOLDERS TO RECEIVE PAYMENT. Notwithstanding
any other provision of this Indenture, the right of any holder of a Security
to receive payment of principal or premium, if any, or interest or Additional
Amounts on, such Security or to bring suit for the enforcement of any such
payment, on or after the respective due dates expressed on such Security,
shall not be impaired or affected without the consent of such holder.

          SECTION 4.08. COLLECTION SUIT BY TRUSTEE. If an Event of Default in
payment of principal, premium, interest or Additional Amounts specified in
Section 4.01(a) or 4.01(b) occurs and is continuing, the Trustee, after making
demand for payment of such sums on the Issuer which is not complied with
within 60 days from the date of such demand, may recover judgment in its own
name and as trustee of an express trust against the Issuer or any other
obligor of the Securities for the whole amount of principal, premium, if any,
and accrued interest and Additional Amounts remaining unpaid, together with
interest on overdue principal, premium, if any, and, to the extent that
payment of such interest is lawful, interest on overdue installments of
interest, in each case at the rate specified in the Securities, and such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

          SECTION 4.09. TRUSTEE MAY FILE PROOFS OF CLAIM. The Trustee may file
such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
the compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel, and any other amounts due the Trustee under Section 5.06)
and the holders allowed in any judicial proceedings relative to the Issuer (or
any other obligor of the Securities), their creditors or their property and
shall be entitled and empowered to collect and receive any monies, securities
or other property payable or deliverable upon conversion or exchange of the
Securities or upon any such claims and to distribute the same, and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the holders, to pay
to the Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agent and counsel, and any
other amounts due the Trustee under Section 5.06. Nothing herein contained
shall be deemed to empower the Trustee to authorize or consent to, or accept
or adopt on behalf of any holder, any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
holder in any such proceeding.



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          SECTION 4.10. PRIORITIES. If the Trustee collects any money pursuant
to this Article IV, it shall pay out the money in the following order:

                  First:     to the Trustee for all amounts due under
                             Section 5.06,

                  Second:    to holders for amounts then due and unpaid
                             for principal of, premium, if any, and
                             interest on the Securities in respect of
                             which or for the benefit of which such
                             money has been collected, ratably, without
                             preference or priority of any kind,
                             according to the amounts due and payable
                             on such Securities for Principal, premium,
                             if any, and interest, and Additional
                             Amounts respectively; and

                  Third:     to the Issuer or any other obligors of the
                             Securities,  as their interests may
                             appear, or as a court of competent
                             jurisdiction may direct.

          The Trustee, upon prior written notice to the Issuer, may fix a
record date and payment date for any payment to holders pursuant to this
Section 4.10.

          SECTION 4.11. UNDERTAKING FOR COSTS. In any suit for the enforcement
of any right or remedy under this Indenture or in any suit against the Trustee
for any action taken or omitted by it as Trustee, a court may require any
party litigant in such suit (other than the Trustee) to file an undertaking to
pay the costs of the suit, and the court may assess reasonable costs,
including reasonable attorneys' fees, against any party litigant (other than
the Trustee) in the suit having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section 4.11 does not
apply to a suit by a holder pursuant to Section 4.06, or a suit by holders of
more than 10% in principal amount of the outstanding Securities.

          SECTION 4.12. RESTORATION OF RIGHTS AND REMEDIES. If the Trustee or
any holder has instituted any proceeding to enforce any right or remedy under
this Indenture and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Trustee or to such holder,
then, and in every such case, subject to any determination in such proceeding,
the Issuer, the Trustee and the holders shall be restored severally and
respectively to their former positions hereunder and thereafter all rights and
remedies of the Issuer, the Trustee and the holders shall continue as though
no such proceeding had been instituted.

          SECTION 4.13. RIGHTS AND REMEDIES CUMULATIVE. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or wrongfully taken Securities in Section 2.09, no right or remedy herein
conferred upon or reserved to the Trustee or to the holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or



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remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

          SECTION 4.14. DELAY OR OMISSION NOT WAIVE. No delay or omission of
the Trustee or of any holder to exercise any right or remedy accruing upon any
Event of Default shall impair any such right or remedy or constitute a waiver
of any such Event of Default or an acquiescence therein. Every right and
remedy given by this Article IV or by law to the Trustee or to the holders may
be exercised from time to time, and as often as may be deemed expedient, by
the Trustee or by the holders, as the case may be.

                                   ARTICLE V

                            CONCERNING THE TRUSTEE

          SECTION 5.01. DUTIES AND RESPONSIBILITIES OF THE TRUSTEE; DURING
DEFAULT; PRIOR TO DEFAULT. The Trustee, prior to the occurrence of an Event of
Default and after the curing or waiving of all Events of Default which may
have occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture. In case an Event of Default has
occurred (which has not been cured or waived) the Trustee shall exercise such
of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in their exercise, as a prudent person would exercise
or use under the circumstances in the conduct of his own affairs.

          No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own wilful misconduct, except that

          (a) prior to the occurrence of an Event of Default of which the
     Trustee has notice or knowledge hereunder and after the curing or waiving
     of all such Events of Default which may have occurred:

               (i) the duties and obligations of the Trustee shall be
          determined solely by the express provisions of this Indenture, and
          the Trustee shall not be liable except for the performance of such
          duties and obligations as are specifically set forth in this
          Indenture, and no implied covenants or obligations shall be read
          into this Indenture against the Trustee; and

               (ii) in the absence of negligence or bad faith on the part of
          the Trustee, the Trustee may conclusively rely, as to the truth of
          the statements and the correctness of the opinions expressed
          therein, upon any statements, certificates or opinions furnished to
          the Trustee and conforming to the requirements of this Indenture;
          but in the case of any such statements, certificates or opinions
          which by any provision hereof are specifically required to be
          furnished to the Trustee, the Trustee shall be under a duty to
          examine the same to determine whether or not they conform to the
          requirements of this Indenture;



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               (b) the Trustee shall not be liable for any error of judgment
          made in good faith by a Responsible Officer or Responsible Officers
          of the Trustee, unless it shall be proved that the Trustee was
          negligent in ascertaining the pertinent facts; and

               (c) the Trustee shall not be liable with respect to any action
          taken or omitted to be taken by it in good faith in accordance with
          the direction of the holders of not less than a majority in
          principal amount of the Securities at the time outstanding relating
          to the time, method and place of conducting any proceeding for any
          remedy available to the Trustee, or exercising any trust or power
          conferred upon the Trustee, under this Indenture.

          None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if there shall be reasonable ground for believing that
the repayment of such funds or adequate indemnity against such liability is
not reasonably assured to it.

          This Section 5.01 is in furtherance of and subject to Sections 315
and 316 of the Trust Indenture Act of 1939.

          SECTION 5.02. CERTAIN RIGHTS OF THE TRUSTEE. In furtherance of and
subject to the Trust Indenture Act of 1939, and subject to Section 5.01:

          (a) the Trustee may rely and shall be protected in acting or
     refraining from acting upon any resolution, Officers' Certificate or any
     other certificate, statement, instrument, opinion, report, notice,
     request, consent, order, bond, debenture, note, coupon, security or other
     paper or document believed by it to be genuine and to have been signed or
     presented by the proper party or parties;

          (b) any request, direction, order or demand of the Issuer mentioned
     herein shall be sufficiently evidenced by an Officers' Certificate
     (unless other evidence in respect thereof be herein specifically
     prescribed); and any resolution of the Board of Directors may be
     evidenced to the Trustee by a copy thereof certified by the secretary or
     an assistant secretary of the Issuer,

          (c) the Trustee may consult with counsel and any advice or Opinion
     of Counsel shall be full and complete authorization and protection in
     respect of any action taken, suffered or omitted to be taken by it
     hereunder in good faith and in accordance with such advice or Opinion of
     Counsel;

          (d) the Trustee shall be under no obligation to exercise any of the
     trusts or powers vested in it by this Indenture at the request, order or
     direction of any of the Securityholders pursuant to the provisions of
     this Indenture, unless such Securityholders shall have offered to the
     Trustee reasonable security or indemnity against the costs, expenses and
     liabilities which might be incurred therein or thereby;



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          (e) the Trustee shall not be liable for any action taken or omitted
     by it in good faith and believed by it to be authorized or within the
     discretion, rights or powers conferred upon it by this Indenture;

          (f) prior to the occurrence of an Event of Default hereunder and
     after the curing or waiving of all Events of Default, the Trustee shall
     not be bound to make any investigation into the facts or matters stated
     in any resolution, certificate, statement, instrument, opinion, report,
     notice, request, consent, order, approval, appraisal, bond, debenture,
     note, coupon, security, or other paper or document unless requested in
     writing so to do by the holders of not less than a majority in aggregate
     principal amount of the Securities then outstanding; provided that, if
     the payment within a reasonable time to the Trustee of the costs,
     expenses or liabilities likely to be incurred by it in the making of such
     investigation is, in the opinion of the Trustee, not reasonably assured
     to the Trustee by the security afforded to it by the terms of this
     Indenture, the Trustee may require reasonable indemnity against such
     expenses or liabilities as a condition to proceeding; the reasonable
     expenses of every such examination shall be paid by the Issuer or, if
     paid by the Trustee or any predecessor trustee, shall be repaid by the
     Issuer upon demand;

          (g) the Trustee may execute any of the trusts or powers hereunder or
     perform any duties hereunder either directly or by or through agents or
     attorneys not regularly in its employ and the Trustee shall not be
     responsible for any misconduct or negligence on the part of any such
     agent or attorney appointed with due care by it hereunder;

          (h) the Trustee shall not be charged with knowledge of any Event of
     Default with respect to the Securities, except an Event of Default under
     Section 3.05(b), 4.01(a) or 4.01(b) hereof, unless either (1) a
     Responsible Officer in the Corporate Trust Department of the Trustee
     shall have actual knowledge of such Event of Default, or (2) written
     notice of such Event of Default shall have been given to the Trustee by
     the Issuer or any other obligor on the Securities, or by any Holder of
     the Securities;

          (i) in the event the Trustee incurs expenses or renders services in
     any proceedings which result from the occurrence or continuance of an
     Event of Default under Section 4.01(g) or 4.01(h) hereof, or from the
     occurrence of any event which, by virtue of passage of time, would become
     such Event of Default, the expenses so incurred and compensation for
     services so rendered are intended to constitute expenses of
     administration under the United States Bankruptcy Code or equivalent law;
     and

          (j) the Trustee shall not be liable for incidental, indirect,
     punitive, special or consequential damages in connection with or arising
     out of this Indenture.

          SECTION 5.03. Trustee Not Responsible for Recitals, Disposition of
Securities or Application of Proceeds Thereof. The recitals contained herein
and in the



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Securities, except the Trustee's certificates of authentication, shall be
taken as the statements of the Issuer, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no
representation as to the validity or sufficiency of this Indenture or of the
Securities. The Trustee shall not be accountable for the use or application by
the Issuer of any of the Securities or of the proceeds thereof.

          SECTION 5.04. TRUSTEE AND AGENTS MAY HOLD SECURITIES; COLLECTIONS,
ETC. The Trustee or any agent of the Issuer or the Trustee, in its individual
or any other capacity, may become the owner or pledgee of Securities with the
same rights it would have if it were not the Trustee or such agent and subject
to Sections 5.09 and 5.12, may otherwise deal with the Issuer and receive,
collect, hold and retain collections from the Issuer with the same rights it
would have if it were not the Trustee or such agent.

          SECTION 5.05. MONEYS HELD BY TRUSTEE. Subject to the provisions of
Section 9.05 hereof, all moneys received by the Trustee shall, until used or
applied as herein provided, be held in trust for the purposes for which they
were received, but need not be segregated from other funds except to the
extent required by mandatory provisions of law. Neither the Trustee nor any
agent of the Issuer or the Trustee shall be under any liability for interest
on any moneys received by it hereunder.

          SECTION 5.06. COMPENSATION AND INDEMNIFICATION OF TRUSTEE AND ITS
PRIOR CLAIM. The Issuer covenants and agrees to pay to the Trustee from time
to time, and the Trustee shall be entitled to, reasonable compensation (which
shall not be limited by any provision of law in regard to the compensation of
a trustee of an express trust) and the Issuer covenants and agrees to pay or
reimburse the Trustee and each predecessor Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by or on
behalf of it in accordance with any of the provisions of this Indenture
(including the reasonable compensation and the expenses and disbursements of
its counsel and of all agents and other persons not regularly in its employ)
except any such expense, disbursement or advance as may arise from its
negligence or bad faith. The Issuer also covenants to indemnify the Trustee
and each predecessor Trustee for, and to hold it harmless against, any loss,
liability or expense incurred without negligence or bad faith on its part,
arising out of or in connection with the acceptance or administration of this
Indenture or the trusts hereunder and its duties hereunder, including the
costs and expenses of defending itself against or investigating any claim of
liability in the premises. The obligations of the Issuer under this Section
5.06 to compensate and indemnify the Trustee and each predecessor Trustee and
to pay or reimburse the Trustee and each predecessor Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder
and shall survive the satisfaction and discharge of this Indenture. Such
additional indebtedness shall be a senior claim to that of the Securities upon
all property and funds held or collected by the Trustee as such, except funds
held in trust for the benefit of the holders of particular Securities, and the
Securities are hereby subordinated to such senior claim.

          SECTION 5.07. RIGHT OF TRUSTEE TO RELY ON OFFICERS' CERTIFICATE,
ETC. Subject to Sections 5.01 and 5.02, whenever in the administration of the
trusts of this Indenture the Trustee shall deem it necessary or desirable that
a matter be proved or



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established prior to taking or suffering or omitting any action hereunder,
such matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of negligence or bad faith on the part of the
Trustee, be deemed to be conclusively proved and established by an Officers'
Certificate delivered to the Trustee, and such certificate, in the absence of
negligence or bad faith on the part of the Trustee, shall be full warrant to
the Trustee for any action taken, suffered or omitted by it under the
provisions of this Indenture upon the faith thereof.

          SECTION 5.08. PERSONS ELIGIBLE FOR APPOINTMENT AS TRUSTEE. The
Trustee hereunder shall at all times be a corporation having a combined
capital and surplus of at least $100,000,000, and which is eligible in
accordance with the provisions of Section 310(a) of the Trust Indenture Act of
1939. If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of federal, state, territorial or other
governmental supervising or examining authority, then for the purposes of this
Section 5.08, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published.

          SECTION 5.09. RESIGNATION AND REMOVAL; APPOINTMENT. (a) The Trustee
may at any time resign by giving not less than 90 days' written notice of
resignation to the Issuer and by mailing notice thereof by first-class mail to
holders of Securities at their last addresses as they shall appear on the
Security Register. Upon receiving such notice of resignation, the Issuer shall
promptly appoint a successor trustee by written instrument in duplicate,
executed by authority of the Board of Directors, one copy of which instrument
shall be delivered to the resigning Trustee and one copy to the successor
trustee. If no successor trustee shall have been so appointed and have
accepted appointment within 30 days after the mailing of such notice of
resignation, the resigning trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee, or any Securityholder
who has been a bona fide holder of a Security or Securities for at least six
months may, on behalf of himself and all others similarly situated, petition
any such court for the appointment of a successor trustee. Such court may
thereupon, after such notice, if any, as it may deem proper and prescribe,
appoint a successor trustee.

          (b) In case at any time any of the following shall occur:

          (i) the Trustee shall fail to comply with the provisions of Section
     310(b) of the Trust Indenture Act of 1939, after written request therefor
     by the Issuer or by any Securityholder who has been a bona fide holder of
     a Security or Securities for at least six months; or

          (ii) the Trustee shall cease to be eligible in accordance with the
     provisions of Section 5.08; or

          (iii) the Trustee shall become incapable of acting, or shall be
     adjudged a bankrupt or insolvent, or a receiver or liquidator of the
     Trustee or of its property shall be appointed, or any public officer
     shall take charge or control of the Trustee



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                                      1
<PAGE>


     or of its property or affairs for the purpose of rehabilitation,
     conservation or liquidation;

then, in any such case, the Issuer may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, executed by order of
the Board of Directors of the Issuer, one copy of which instrument shall be
delivered to the Trustee so removed and one copy to the successor trustee, or,
subject to Section 315(e) of the Trust Indenture Act of 1939, any
Securityholder who has been a bona fide holder of a Security or Securities for
at least six months may on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor trustee. Such court may thereupon,
after such notice, if any, as it may deem proper and prescribe, remove the
Trustee and appoint a successor trustee.

          (c) The holders of a majority in aggregate principal amount of the
Securities at the time outstanding may at any time remove the Trustee and
appoint a successor trustee by delivering to the Trustee so removed, to the
successor trustee so appointed and to the Issuer the evidence provided for in
Section 6.01 of the action in that regard taken by the Securityholders.

          (d) Any resignation or removal of the Trustee and any appointment of
a successor trustee pursuant to any of the provisions of this Section 5.09
(other than pursuant to Section 5.09(e)) shall become effective upon
acceptance of appointment by the successor trustee as provided in Section
5.10.

          (e) Notwithstanding any other provision of this Section 5.09, upon
the occurrence of an Event of Default, the Trustee may resign, and upon notice
to the Issuer shall immediately be deemed to have resigned, and Regions Bank
(or its successors) shall be deemed appointed as successor Trustee. Regions
Bank hereby accepts appointment as successor Trustee upon the resignation by
the Trustee as a result of the occurrence of an Event of Default. The
undersigned Regions Bank hereby acknowledges its agreement to become successor
Trustee pursuant to this Article V and that it shall become successor Trustee
and a party to this Indenture as set forth therein without any further action
in accordance with the terms of this Article V.

          SECTION 5.10. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE. Any
successor trustee appointed as provided in Section 5.09 other than Regions
Bank appointed pursuant to Section 5.09, which appointment shall require no
further action by it or the Issuer, shall execute, acknowledge and deliver to
the Issuer and to its predecessor trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become vested with all rights,
powers, duties and obligations of its predecessor hereunder, with like effect
as if originally named as trustee herein, but, nevertheless, on the written
request of the Issuer or of the successor trustee, upon payment of its charges
then unpaid, the trustee ceasing to act shall pay over to the successor
trustee all moneys at the time held by it hereunder and shall execute and
deliver an instrument transferring to such successor trustee all such rights,
powers, duties and obligations. Upon request of any such



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successor trustee, the Issuer shall execute any and all instruments in writing
for more fully and certainly vesting in and confirming to such successor
trustee all such rights and powers. Any trustee ceasing to act shall,
nevertheless, retain a prior claim upon all property or funds held or
collected by such trustee to secure any amounts then due it pursuant to the
provisions of Section 5.06.

          Upon acceptance of appointment by a successor trustee as provided in
this Section 5.10, the Issuer shall mail notice thereof by first-class mail to
the holders of Securities at their last addresses as they shall appear in the
Security Register. If the acceptance of appointment is substantially
contemporaneous with the resignation, then the notice called for by the
preceding sentence may be combined with the notice called for by Section 5.09.
If the Issuer fails to mail such notice within 10 days after acceptance of
appointment by the successor trustee, the successor trustee shall cause such
notice to be mailed at the expense of the Issuer.

          SECTION 5.11. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS OF TRUSTEE. Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or to which the Trustee's
assets may be sold, or any corporation resulting from any merger, conversion,
consolidation or sale to which the Trustee shall be a party or by which the
Trustee's property may be bound, or any corporation succeeding to the
corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided that such corporation shall be eligible under the
provisions of Section 5.08, without the execution or filing of any paper or
any further act on the part of any of the parties hereto, anything herein to
the contrary notwithstanding.

          In case at the time such successor to the Trustee shall succeed to
the trusts created by this Indenture any of the Securities shall have been
authenticated but not delivered, any such successor to the Trustee may adopt
the certificate of authentication of any predecessor Trustee and deliver such
Securities so authenticated, and, in case at that time any of the Securities
shall not have been authenticated, any successor to the Trustee may
authenticate such Securities either in the name of any predecessor hereunder
or in the name of the successor Trustee, and in all such cases such
certificate shall have the full force which it is anywhere in the Securities
or in this Indenture provided that the certificate of the Trustee shall have;
provided, that the right to adopt the certificate of authentication of any
predecessor Trustee or to authenticate Securities in the name of any
predecessor Trustee shall apply only to its successor or successors by merger,
conversion or consolidation.

          SECTION 5.12. PREFERENTIAL COLLECTION OF CLAIMS. Reference is made
to Section 311 of the Trust Indenture Act. For purposes of Section 311(b)(4)
and (6) of such Act, the following terms shall mean:

          (a) "cash transaction" means any transaction in which full payment
for goods or securities sold is made within seven days after delivery of the
goods or securities in currency or in checks or other orders drawn upon banks
or bankers and payable upon demand; and


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          (b) "self-liquidating paper" means any draft, bill of exchange,
acceptance or obligation which is made, drawn, negotiated or incurred by the
Issuer for the purpose of financing the purchase, processing, manufacturing,
shipment, storage or sale of goods, wares or merchandise and which is secured
by documents evidencing title to, possession of, or a lien upon, the goods,
wares or merchandise or the receivables or proceeds arising from the sale of
the goods, wares or merchandise previously constituting the security, provided
the security is received by the Trustee simultaneously with the creation of
the creditor relationship with the Issuer arising from the making, drawing,
negotiating or incurring of the draft, bill of exchange, acceptance or
obligation.

                                  ARTICLE VI

                        CONCERNING THE SECURITYHOLDERS

          SECTION 6.01. EVIDENCE OF ACTION TAKEN BY SECURITYHOLDERS. Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Securityholders may
be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Securityholders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are
delivered to the Trustee, and, where it is hereby expressly required, to the
Issuer. Proof of execution of any instrument or of a writing appointing any
such agent shall be sufficient for any purpose of this Indenture and (subject
to Sections 5.01 and 5.02) conclusive in favor of the Trustee and the Issuer,
if made in the manner provided in this Article.

          SECTION 6.02. PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDING OF
SECURITIES; RECORD DATE. Subject to Sections 5.01 and 5.02, the execution of
any instrument by a Securityholder or his agent or proxy may be proved in
accordance with such reasonable rules and regulations as may be prescribed by
the Trustee or in such manner as shall be satisfactory to the Trustee. The
holding of Securities shall be proved by the Security Register or by a
certificate of the Registrar thereof. The Issuer may set a record date for
purposes of determining the identity of holders of Securities entitled to vote
or consent to any action referred to in Section 6.01, which record date may be
set at any time or from time to time by notice to the Trustee, for any date or
dates (in the case of any adjournment or resolicitation) not more than 60 days
nor less than five days prior to the proposed date of such vote or consent,
and thereafter, notwithstanding any other provisions hereof, only holders of
Securities of record on such record date shall be entitled to so vote or give
such consent or to withdraw such vote or consent.

          Any request, demand, authorization, direction, notice, consent,
waiver or other action by the holder of any Security shall bind the holder of
every Security issued upon transfer thereof or in exchange therefor or in lieu
thereof, in respect of anything done or suffered to be done by the Trustee or
the Issuer in reliance thereon whether or not notation of such action is made
upon such Security.


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          SECTION 6.03. SECURITIES OWNED BY ISSUER DEEMED NOT OUTSTANDING. In
determining whether the holders of the requisite aggregate principal amount of
Securities have concurred in any direction, consent or waiver under this
Indenture, Securities which are owned by the Issuer or any other obligor on
the Securities or by any person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Issuer or
any other obligor on the Securities shall be disregarded and deemed not to be
outstanding for the purpose of any such determination, except that for the
purpose of determining whether the Trustee shall be protected in relying on
any such direction, consent or waiver only Securities which the Trustee
actually knows are so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Issuer or any
other obligor upon the Securities or any person directly or indirectly
controlling or controlled by or under direct or indirect common control with
the Issuer or any other obligor on the Securities. In case of a dispute as to
such right, the advice of counsel shall be full protection in respect of any
decision made by the Trustee in accordance with such advice. Upon request of
the Trustee, the Issuer shall furnish to the Trustee promptly an Officers'
Certificate listing and identifying all Securities, if any, known by the
Issuer to be owned or held by or for the account of any of the above-described
persons, and, subject to Sections 5.01 and 5.02, the Trustee shall be entitled
to accept such Officers' Certificate as conclusive evidence of the facts
therein set forth and of the fact that all Securities not listed therein are
outstanding for the purpose of any such determination.

          SECTION 6.04. RIGHT OF REVOCATION OF ACTION TAKEN. At any time prior
to (but not after) the evidencing to the Trustee, as provided in Section 6.01,
of the taking of any action by the holders of the percentage in aggregate
principal amount of the Securities specified in this Indenture in connection
with such action, any holder of a Security the serial number of which is shown
by the evidence to be included among the serial numbers of the Securities the
holders of which have consented to such action may, by filing written notice
at the Corporate Trust Office and upon proof of holding as provided in this
Article, revoke such action so far as concerns such Security. Except as
aforesaid any such action taken by the holder of any Security shall be
conclusive and binding upon such holder and upon all future holders and owners
of such Security and of any Securities issued in exchange or substitution
therefor, irrespective of whether or not any notation in regard thereto is
made upon any such Security. Any action taken by the holders of the percentage
in aggregate principal amount of the Securities specified in this Indenture in
connection with such action shall be conclusively binding upon the Issuer, the
Trustee and the holders of all the Securities.

                                 ARTICLE VII

                            SUPPLEMENTAL INDENTURES

          SECTION 7.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
SECURITYHOLDERS. The Issuer, when authorized by a resolution of its Board of
Directors,


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and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto for one or more of the following
purposes:

          (a) to cure any ambiguity, defect or inconsistency,

          (b) to provide for uncertificated Securities in addition to or in
place of certificated Securities,

          (c) to comply with the covenant relating to mergers, consolidations
and sales of assets,

          (d) to make any change that would provide any additional rights or
benefits to the holders or that does not adversely affect the rights under the
Indenture of any such holder,

          (e) to add covenants for the benefit of the holders or to surrender
any right or power conferred upon the Issuer,

          (f) to comply with requirements of the Commission in order to effect
or maintain the qualification of the Indenture under the Trust Indenture Act
or

          (g) to add a guarantor under the Indenture.

          The Trustee is hereby authorized to join in the execution of any
such supplemental indenture, to make any further appropriate agreements and
stipulations which may be therein contained and to accept the conveyance,
transfer, assignment, mortgage or pledge of any property thereunder, but the
Trustee shall not be obligated to enter into any such supplemental indenture
which affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise.

          Any supplemental indenture authorized by the provisions of this
Section may be executed without the consent of the holders of any of the
Securities at the time outstanding, notwithstanding any of the provisions of
Section 7.02.

          SECTION 7.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF
SECURITYHOLDERS. With the consent (evidenced as provided in Article 6) of the
holders of not less than a majority in aggregate principal amount of the
Securities at the time outstanding, the Issuer, when authorized by a
resolution of its Board of Directors, and the Trustee may, from time to time
and at any time, enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of any supplemental
indenture or of modifying in any manner the rights of the holders of the
Securities; provided, that, without the consent of each holder affected, no
such supplemental indenture shall:

          (a) change the Stated Maturity of the principal of, or any
installment of interest on, any Security,


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          (b) reduce the principal amount of, or premium, if any, or interest
or Additional Amounts on, any Security,

          (c) reduce any amount payable on redemption of the Securities or
upon the occurrence of an Event of Default or reduce the Change of Control
Payment or the Excess Proceeds Offer Payment, or change the obligations of the
Issuer to pay Additional Amounts,

          (d) change the place or currency of payment of principal of, or
premium, if any, or interest on, any Security,

          (e) impair the right to institute suit for the enforcement of any
payment on or after the Stated Maturity (or, in the case of a redemption, on
or after the Redemption Date) of any Security,

          (f) reduce the above-stated percentage of outstanding Securities the
consent of whose holders is necessary to modify or amend this Indenture,

          (g) waive a default in the payment of principal of, premium, if any,
or interest on the Securities,

          (h) reduce the percentage or aggregate principal amount of
outstanding Securities the consent of whose holders is necessary for waiver of
compliance with certain provisions of this Indenture or for waiver of certain
defaults,

          (i) modify or change any provision of this Indenture affecting the
terms, provisions or ranking of the Securities in a manner adverse to the
holders of the Securities or

          (j) release the Issuer from any of their obligations under the
Securities or
this Indenture other than in accordance with the provisions of this Indenture,
or amend or modify any provision relating to such release.

          The consent of the holders is not necessary under this Indenture to
approve the particular form of any proposed supplemental indenture. It is
sufficient if such consent approves the substance of the supplemental
indenture.

          Upon the request of the Issuer, accompanied by a copy of a
resolution of the Board of Directors certified by the Secretary or an
Assistant Secretary of the Issuer authorizing the execution of any such
supplemental indenture, and upon the filing with the Trustee of evidence of
the consent of Securityholders and other documents, if any, required by
Section 6.01, the Trustee shall join with the Issuer in the execution of such
supplemental indenture unless such supplemental indenture affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise,
in which case the Trustee may in its discretion, but shall not be obligated
to, enter into such supplemental indenture.


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<PAGE>


          It shall not be necessary for the consent of the Securityholders
under this Section 7.02 to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such consent shall
approve the substance thereof.

          Promptly after the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to the provisions of this Section 7.02, the
Issuer shall mail a notice thereof by first-class mail, postage prepaid, to
the holders of Securities at their addresses as they shall appear on the
registry books of the Issuer, setting forth in general terms the substance of
such supplemental indenture. Any failure of the Issuer to mail such notice, or
any defect therein, shall not, however, in any way impair or affect the
validity of any such supplemental indenture.

          SECTION 7.03. EFFECT OF SUPPLEMENTAL INDENTURE. Upon the execution
of any supplemental indenture pursuant to the provisions hereof, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights, obligations,
duties and immunities under this Indenture of the Trustee, the Issuer and the
holders of Securities shall thereafter be determined, exercised and enforced
hereunder subject in all respects to such modifications and amendments, and
all the terms and conditions of any such supplemental indenture shall be and
be deemed to be part of the terms and conditions of this Indenture for any and
all purposes.

          SECTION 7.04. DOCUMENTS TO BE GIVEN TO TRUSTEE; COMPLIANCE WITH TIA.
The Trustee, subject to the provisions of Sections 5.01 and 5.02, may receive
an Officers' Certificate and an Opinion of Counsel as conclusive evidence that
any such supplemental indenture complies with the applicable provisions of
this Indenture. Every such supplemental indenture shall comply with the TIA.

          SECTION 7.05. NOTATION ON SECURITIES IN RESPECT OF SUPPLEMENTAL
INDENTURES. Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to the provisions of this Article may bear a
notation approved by the Trustee as to form (but not as to substance) as to
any matter provided for by such supplemental indenture or as to any action
taken at any such meeting. If the Issuer or the Trustee shall so determine,
new Securities so modified as to conform, in the opinion of the Trustee and
the Board of Directors of the Issuer, to any modification of this Indenture
contained in any such supplemental indenture may be prepared by the Issuer,
authenticated by the Trustee and delivered in exchange for the Securities then
outstanding.

                                 ARTICLE VIII

                   CONSOLIDATION, MERGER AND SALE OF ASSETS

          SECTION 8.01. WHEN ISSUER MAY MERGE, ETC. The Issuer shall not
consolidate with, merge with or into, or sell, convey, transfer, lease or
otherwise dispose of all or substantially all of its property and assets (as
an entirety or substantially an entirety in one transaction or a series of
related transactions) to, any Person or permit any


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Person to merge with or into the Issuer unless: (i) the Issuer shall be the
continuing Person, or the Person (if other than the Issuer) formed by such
consolidation or into which the Issuer is merged or that acquired or leased
such property and assets of the Issuer shall be a corporation organized and
validly existing under the laws of the United Mexican States or the United
States of America or any jurisdiction thereof and shall expressly assume, by a
supplemental indenture, executed and delivered to the Trustee, all of the
obligations of the Issuer on all of the Securities and under the Indenture;
(ii) immediately prior to and immediately after giving effect to such
transaction, no Default or Event of Default shall have occurred and be
continuing; (iii) immediately after giving effect to such transaction on a pro
forma basis, the Issuer or any Person becoming the successor to the Issuer, as
the case may be, shall have a Net Worth (on a consolidated basis) equal to or
greater than the Net Worth of the Issuer (on a consolidated basis) immediately
prior to such transaction; (iv) immediately after giving effect to such
transaction on a pro forma basis, the Issuer could Incur at least $1.00 of
Indebtedness (other than Permitted Indebtedness) under Section 3.08
("Limitation on Indebtedness"); (v) the Issuer delivers to the Trustee an
Officers' Certificate (attaching the arithmetic computations to demonstrate
compliance with clauses (iii) and (iv) above) and an Opinion of Counsel, in
each case stating that such consolidation, merger or transfer and such
supplemental indenture complies with this provision and that all conditions
precedent provided for herein relating to such transaction have been complied
with; provided, however, that clauses (iii) and (iv) above do not apply if, in
the good faith determination of the Board of Directors of the Issuer, whose
determination shall be evidenced by a Board Resolution, the principal purpose
of such transaction is to change the jurisdiction of incorporation of the
Issuer; and provided further that any such transaction shall not have as one
of its purposes the evasion of the foregoing limitations.

          Notwithstanding the foregoing, the Issuer may consolidate with,
merge with or into, or sell, convey, transfer, lease or otherwise dispose of
all or substantially all of its property and assets to, any Wholly Owned
Restricted Subsidiary, or permit any Wholly Owned Restricted Subsidiary to
consolidate with or merge with or into the Issuer, without complying with the
conditions described in clauses (iii) and (iv) of the preceding paragraph.

          SECTION 8.02. SUCCESSOR CORPORATION SUBSTITUTED. Upon any
consolidation or merger or any conveyance, sale, transfer, lease, exchange or
other disposition of the properties and assets of the Issuer substantially as
an entirety to any person in accordance with the provisions described above,
the successor formed by such consolidation or into which the Issuer is merged
or to which such conveyance, sale, transfer, lease, exchange or other
disposition is made shall succeed to, and be substituted for, and may exercise
every right and power of, the Issuer under this Indenture with the same effect
as if such successor had been named as the Issuer in this Indenture; and
thereafter, except in the case of a conveyance, sale, transfer, lease,
exchange or other disposition of properties to another person, the predecessor
person shall be released from all obligations and covenants under this
Indenture and the Securities.

          SECTION 8.03. OPINION OF COUNSEL TO TRUSTEE. The Trustee, subject to
the provisions of Sections 5.01 and 5.02, may receive an Opinion of Counsel as


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conclusive evidence that any such consolidation, merger, conveyance, sale,
transfer, lease, exchange or other disposition complies with the applicable
provisions of this Indenture.

                                  ARTICLE IX

                            DISCHARGE OF INDENTURE

          SECTION 9.01. TERMINATION OF ISSUER'S OBLIGATIONS. Except as
otherwise provided in this Section 9.01, the Issuer may terminate its
obligations under the Securities and this Indenture if:

                    (i) all such Securities previously authenticated and
          delivered (other than destroyed, lost or stolen Securities that have
          been replaced or such Securities that are paid pursuant to Section
          3.01 or such Securities for whose payment money or securities have
          theretofore been held in trust and thereafter repaid to the Issuer,
          as provided in Section 9.05) have been delivered to the Trustee for
          cancellation and the Issuer has paid all sums payable by them
          hereunder; or

                    (ii) (A) such Securities mature within one year or all of
          them are to be called for redemption within one year under
          arrangements satisfactory to the Trustee for giving the notice of
          redemption, (B) the Issuer irrevocably deposits in trust with the
          Trustee during such one-year period, under the terms of an
          irrevocable trust agreement in form and substance satisfactory to
          the Trustee, as trust funds solely for the benefit of the holders
          for that purpose, money or U.S. Government Obligations sufficient
          (in the opinion of a nationally recognized firm of independent
          public accountants expressed in a written certification thereof
          delivered to the Trustee), without consideration of any reinvestment
          of any interest thereon, to pay principal, premium, if any, and
          interest on such Securities to maturity or redemption, as the case
          may be, and to pay all other sums payable by it hereunder, (C) no
          Default or Event of Default with respect to such Securities shall
          have occurred and be continuing on the date of such deposit, (D)
          such deposit will not result in a breach or violation of, or
          constitute a default under, this Indenture or any other agreement or
          instrument to which the Issuer is a party or by which they are bound
          and (E) the Issuer delivered to the Trustee an Officers' Certificate
          and an Opinion of Counsel, in each case stating that all conditions
          precedent provided for herein relating to the satisfaction and
          discharge of this Indenture have been complied with.

     With respect to the foregoing clause (i), the Issuer's obligations under
Section 5.06 shall survive. With respect to the foregoing clause (ii), the
Issuer's obligations in Article 2, Sections 3.01, 3.02, 5.06, 5.09, 9.04, 9.05
and 9.06 shall survive until such Securities are no longer outstanding.
Thereafter, only the Issuer's obligations in Sections 5.06, 9.05 and 9.06
shall survive. After any such irrevocable deposit, the Trustee upon request
shall acknowledge in writing the discharge of the Issuer's


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obligations under such Securities and this Indenture except for those
surviving obligations specified above.

          SECTION 9.02. DEFEASANCE AND DISCHARGE OF INDENTURE. Except as
otherwise provided in this Section 9.02, the Issuer will be deemed to have
paid and will be discharged from any and all obligations in respect of the
Securities on the 123rd day after the date of the deposit referred to in
clause (A) of this Section 9.02, and the provisions of this Indenture will no
longer be in effect with respect to such Securities (except obligations
referred to in Sections 2.06, 2.09, 3.02 and 5.05), and the Trustee, at the
expense of the Issuer, shall execute proper instruments acknowledging the
same; provided that the following conditions shall have been satisfied:

                              (A) with reference to this Section 9.02, the
                    Issuer has irrevocably deposited or caused to be
                    irrevocably deposited with the Trustee (or another trustee
                    satisfying the requirements of Section 5.08 of this
                    Indenture) and conveyed all right, title and interest for
                    the benefit of the holders, under the terms of an
                    irrevocable trust agreement in form and substance
                    satisfactory to the Trustee as trust funds in trust,
                    specifically pledged to the Trustee for the benefit of the
                    holders as security for payment of the principal of,
                    premium, if any, and interest, if any, on such Securities,
                    and dedicated solely to, the benefit of the holders, in
                    and to (1) money in an amount, (2) U.S. Government
                    Obligations that, through the payment of interest,
                    premium, if any, and principal in respect thereof in
                    accordance with their terms, will provide, not later than
                    one day before the due date of any payment referred to in
                    this clause (A), money in an amount or (3) a combination
                    thereof in an amount sufficient, in the opinion of a
                    nationally recognized firm of independent public
                    accountants expressed in a written certification thereof
                    delivered to the Trustee, to pay and discharge, without
                    consideration of the reinvestment of such interest and
                    after payment of all federal, state and local taxes or
                    other charges and assessments in respect thereof payable
                    by the Trustee, the principal of, premium, if any, and
                    accrued interest on such outstanding Securities at the
                    Stated Maturity of such principal or interest; provided
                    that the Trustee shall have been irrevocably instructed to
                    apply such money or the proceeds of such U.S. Government
                    Obligations to the payment of such principal, premium, if
                    any, and interest with respect to such Securities;

                              (B) such deposit will not result in a breach or
                    violation of, or constitute a default under, this
                    Indenture or any other agreement or instrument to which
                    the Issuer is a party or by which it is bound;

                              (C) immediately after giving effect to such
                    deposit on a pro forma basis, no Event of Default, or
                    event that after the giving of notice or lapse of time or
                    both would become an Event of


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<PAGE>


                    Default, shall have occurred and be continuing on the date
                    of such deposit or during the period ending on the 123rd
                    day after such date of deposit;

                              (D) the Issuer shall have delivered to the
                    Trustee either (x) an Opinion of Counsel directed to the
                    Trustee to the effect that the holders will not recognize
                    income, gain or loss for United States federal income tax
                    purposes as a result of the Issuer's exercise of its
                    option under this Section 9.02 and will be subject to
                    United States federal income tax on the same amount and in
                    the same manner and at the same times as would have been
                    the case if such deposit, defeasance and discharge had not
                    occurred, which Opinion of Counsel must be based upon (and
                    accompanied by a copy of) a ruling of the Internal Revenue
                    Service to the same effect unless there has been a change
                    in the applicable United States federal income tax law
                    after the date of this Indenture such that a ruling from
                    the Internal Revenue Service is no longer required or (y)
                    a ruling directed to the Trustee received from the
                    Internal Revenue Service to the same effect as the Opinion
                    of Counsel described in clause (x) above and an Opinion of
                    Counsel to the effect that (A) the creation of the
                    defeasance trust does not violate the Investment Company
                    Act of 1940, (B) the holders have a valid first priority
                    security interest in the trust funds subject to Section
                    5.06 and (C) after the passage of 123 days following the
                    deposit (except, with respect to any trust funds for the
                    account of any holder who may be deemed to be an "insider"
                    for purposes of the United States Bankruptcy Code, after
                    one year following the deposit), the trust funds will not
                    be subject to the effect of Section 547 of the United
                    States Bankruptcy Code or Section 15 of the New York
                    Debtor and Creditor Law in a case commenced by or against
                    the Issuer under either such statute, and either (I) the
                    trust funds will no longer remain the property of the
                    Issuer (and therefore will not be subject to the effect of
                    any applicable bankruptcy, insolvency, reorganization or
                    similar laws affecting creditors' rights generally) or
                    (II) if a court were to rule under any such law in any
                    case or proceeding that the trust funds remained in the
                    possession of the Trustee prior to such court ruling to
                    the extent not paid to the holders, the Trustee will hold,
                    for the benefit of the holders, a valid and perfected
                    first priority security interest in such trust funds that
                    is not avoidable in bankruptcy or otherwise except for the
                    effect of Section 552(b) of the United States Bankruptcy
                    Code on interest on the trust funds accruing after the
                    commencement of a case under such statute and (b) the
                    holders will be entitled to receive adequate protection of
                    their interests in such trust funds if such trust funds
                    are used in such case or proceeding;


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                                        (1) if such Securities are then listed
                              on a national securities exchange, the Issuer
                              shall have delivered to the Trustee an Opinion
                              of Counsel to the effect that such deposit,
                              defeasance and discharge will not cause such
                              Securities to be delisted; and

                                        (2) the Issuer has delivered to the
                              Trustee an Officers' Certificate and an Opinion
                              of Counsel, in each case stating that all
                              conditions precedent provided for herein
                              relating to the defeasance contemplated by this
                              Section 9.02 have been complied with.

          Notwithstanding the foregoing, prior to the end of the 123-day (or
one year) period referred to in clause (D)(y)(C) of this Section 9.02, none of
the Issuer's obligations under this Indenture shall be discharged. Subsequent
to the end of such 123-day (or one-year) period with respect to this Section
9.02, the Issuer's obligations in Article II and Sections 3.01, 3.02, 5.06,
5.09, 9.05, 9.06 shall survive until such Securities are no longer
outstanding. Thereafter, only the Issuer's obligations in Sections 5.06, 9.05
and 9.06 shall survive. If and when a ruling from the Internal Revenue Service
or an Opinion of Counsel referred to in clause (D)(x) of this Section 9.02 is
able to be provided specifically without regard to, and not in reliance upon,
the continuance of the Issuer's obligations under Section 3.01, then the
Issuer's obligations under such Section 3.01 shall cease upon delivery to the
Trustee of such ruling or Opinion of Counsel and compliance with the other
conditions precedent provided for herein relating to the defeasance
contemplated by this Section 9.02.

          After any such irrevocable deposit, the Trustee upon request shall
acknowledge in writing the discharge of the Issuer's obligations under such
Securities and this Indenture except for those surviving obligations in the
immediately preceding paragraph.

          SECTION 9.03. DEFEASANCE OF CERTAIN OBLIGATIONS. The Issuer may omit
to comply with any term, provision or condition set forth in all of the
covenants described under Sections 3.08 through 3.18 and 3.21 and clauses
(iii) and (iv) under Section 8.01, Section 4.01(a) with respect to such
clauses and covenants, and Sections 4.01(e) and 4.01(f) shall be deemed not to
be Events of Default, in each case with respect to the outstanding Securities
if:

                    (i) with reference to this Section 9.03, the Issuer has
          irrevocably deposited or caused to be irrevocably deposited with the
          Trustee (or another trustee satisfying the requirements of Section
          5.08) and conveyed all right, title and interest to the Trustee for
          the benefit of the holders, under the terms of an irrevocable trust
          agreement in form and substance satisfactory to the Trustee as trust
          funds in trust, specifically pledged to the Trustee for the benefit
          of the holders as security for payment of the principal of, premium,
          if any, and interest, if any (and, if any Additional Amounts should
          have become due, such Additional Amounts), on such Securities, and
          dedicated solely to, the benefit of the holders,


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          in and to money in an amount, U.S. Government Obligations that,
          through the payment of interest and principal in respect thereof in
          accordance with their terms, will provide, not later than one day
          before the due date of any payment referred to in this clause (i),
          money in an amount or a combination thereof in an amount sufficient,
          in the opinion of a nationally recognized firm of independent public
          accountants expressed in a written certification thereof delivered
          to the Trustee, to pay and discharge, without consideration of the
          reinvestment of such interest and after payment of all federal,
          state and local taxes or other charges and assessments in respect
          thereof payable by the Trustee, the principal of, premium, if any,
          and interest on such outstanding Securities on the Stated Maturity
          of such principal or interest; provided that the Trustee shall have
          been irrevocably instructed to apply such money or the proceeds of
          such U.S. Government Obligations to the payment of such principal,
          premium, if any, and interest with respect to such Securities;

                    (ii) such deposit will not result in a breach or violation
          of, or constitute a default under, this Indenture or any other
          agreement or instrument to which the Issuer is a party or by which
          it is bound;

                    (iii) no Default or Event of Default shall have occurred
          and be continuing on the date of such deposit or during the period
          ending on the 123rd day after the date of such deposit, and such
          deposit shall not result in a breach of or violation of, or
          constitute a default under, any other agreement or instrument to
          which the Issuer is a party or by which the Issuer is bound;

                    (iv) the Issuer has delivered to the Trustee an Opinion of
          Counsel to the effect that the creation of the defeasance trust does
          not violate the Investment Company Act of 1940, the holders have a
          valid first-priority security interest in the trust funds, the
          holders will not recognize income, gain or loss for United States
          federal income tax purposes as a result of such deposit and
          defeasance of certain obligations and Events of Default and will be
          subject to United States federal income tax on the same amount and
          in the same manner and at the same times as would have been the case
          if such deposit and defeasance had not occurred and after the
          passage of 123 days following the deposit (except, with respect to
          any trust funds for the account of any holder who may be deemed to
          be an "insider" for purposes of the United States Bankruptcy Code,
          after one year following the deposit), the trust funds will not be
          subject to the effect of Section 547 of the United States Bankruptcy
          Code or Section 15 of the New York Debtor and Creditor Law in a case
          commenced by or against the Issuer under either such statute, and
          either (1) the trust funds will no longer remain the property of the
          Issuer (and therefore will not be subject to the effect of any
          applicable bankruptcy, insolvency, reorganization or similar laws
          affecting creditors' rights generally) or (2) if a court were to
          rule under any such law in any case or proceeding that the trust
          funds remained property of the Issuer, (x) assuming such trust funds
          remained in the possession of the Trustee prior to such court ruling
          to the extent not paid to the holders, the Trustee will hold, for
          the benefit of the holders, a valid and perfected security interest
          in such trust


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          funds that is not avoidable in bankruptcy or otherwise (except for
          the effect of Section 552(b) of the United States Bankruptcy Code on
          interest on the trust funds accruing after the commencement of a
          case under such statute), (y) the holders will be entitled to
          receive adequate protection of their interests in such trust funds
          if such trust funds are used in such case or proceeding and (z) no
          property, rights in property or other interests granted to the
          Trustee or the holders in exchange for, or with respect to, such
          trust funds will be subject to any prior rights of holders of other
          Indebtedness of the Issuer or any of their Subsidiaries;

                    (v) if such Securities are then listed on a national
          securities exchange, the Issuer shall have delivered to the Trustee
          an Opinion of Counsel to the effect that such deposit defeasance and
          discharge will not cause such Securities to be delisted; and

                    (vi) the Issuer has delivered to the Trustee an Officers'
          Certificate and an Opinion of Counsel, in each case stating that all
          conditions precedent provided for herein relating to the defeasance
          contemplated by this Section 9.03 have been complied with.

          SECTION 9.04. APPLICATION OF TRUST MONEY. Subject to Section 9.06,
the Trustee or Paying Agent shall hold in trust money or U.S. Government
Obligations deposited with it pursuant to Section 9.01, 9.02 or 9.03, as the
case may be, and shall apply the deposited money and the money from the U.S.
Government Obligations in accordance with Securities and this Indenture to the
payment of principal of, premium, if any, and interest on such Securities; but
such money need not be segregated from other funds except to the extent
required by law.

          SECTION 9.05. PAYMENT TO ISSUER. Subject to Sections 5.06, 9.01,
9.02 and 9.03, the Trustee and the Paying Agent shall promptly pay to the
Issuer upon request set forth in an Officers' Certificate any excess money
held by them at any time and thereupon shall be relieved from all liability
with respect to such money. The Trustee and the Paying Agent shall pay to the
Issuer upon request any money held by them for the payment of principal,
premium, if any, or interest or Additional Amounts that remains unclaimed for
two years; provided that the Trustee or such Paying Agent before being
required to make any payment may cause to be published at the expense of the
Issuer once in a newspaper of general circulation in the City of New York or
mail to each holder entitled to such money at such holder's address (as set
forth in the Security Register) notice that such money remains unclaimed and
that after a date specified therein (which shall be at least 30 days from the
date of such publication or mailing) any unclaimed balance of such money then
remaining will be repaid to the Issuer. After payment to the Issuer, holders
entitled to such money must look to the Issuer for payment as general
creditors unless an applicable law designates another Person, and all
liability of the Trustee and such Paying Agent with respect to such money
shall cease.

          SECTION 9.06. REINSTATEMENT. If the Trustee or Paying Agent is
unable to apply any money or U.S. Government Obligations in accordance with
Section 9.01, 9.02 or 9.03, as the case may be, by reason of any legal
proceeding or by reason of any


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order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the Issuer's
obligations under this Indenture and the Securities, shall be revived and
reinstated as though no deposit had occurred pursuant to Section 9.01, 9.02 or
9.03, as the case may be, until such time as the Trustee or Paying Agent is
permitted to apply all such money or U.S. Government Obligations in accordance
with Section 9.01, 9.02 or 9.03, as the case may be; provided that, if the
Issuer has made any payment of principal of, premium, if any, or interest or
Additional Amounts on any such Securities because of the reinstatement of its
obligations, the Issuer shall be subrogated to the rights of the holders of
such Securities to receive such payment from the money or U.S. Government
Obligations held by the Trustee or Paying Agent.

                                  ARTICLE X

                           REDEMPTION OF SECURITIES

          SECTION 10.01. RIGHT OF REDEMPTION. (a) The Securities may be
redeemed, at the Issuer's option, in whole or in part, at any time on or after
November 1, 2008 and prior to maturity, upon not less than 30 nor more than 60
days' prior notice mailed by first-class mail to each holders' last address as
it appears in the Security Register, at the following Redemption Prices
(expressed in percentages of principal amount), plus accrued and unpaid
interest, if any, to the Redemption Date (subject to the right of holders of
record on the relevant Interest Record Date to receive interest due on an
Interest Payment Date that is on or prior to the Redemption Date), if redeemed
during the 12-month period commencing November 1 of the years set forth below:


                 YEAR                         REDEMPTION PRICE
                 ----                         ----------------
                 2008                             105.875%
                 2009                             103.917%
                 2010                             101.958%
         2011 and thereafter                     100.0000%

          SECTION 10.02. NOTICES TO TRUSTEE. If the Issuer elects to redeem
Securities pursuant to Section 10.01, it shall notify the Trustee in writing
of the Redemption Date and the principal amount of Securities to be redeemed.

          The Issuer shall give each notice provided for in this Section 10.02
in an Officers' Certificate at least 45 days before the Redemption Date
(unless a shorter period shall be satisfactory to the Trustee).

          SECTION 10.03. SELECTION OF SECURITIES TO BE REDEEMED. If less than
all of the Securities are to be redeemed at any time, the Trustee shall select
the Securities to be redeemed in compliance with the requirements of the
principal national securities exchange, if any, on which the Securities are
listed or, if the Securities are not listed on a national securities exchange,
on a pro rata basis, by lot or by such other method as the Trustee in its sole
discretion shall deem to be fair and appropriate; provided that no Securities
of $1,000 in principal amount or less shall be redeemed in part.


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          The Trustee shall make the selection from the Securities outstanding
and not previously called for redemption. Securities in denominations of
$1,000 in principal amount may only be redeemed in whole. The Trustee may
select for redemption portions (equal to $1,000 in principal amount or any
integral multiple thereof) of Securities that have denominations larger than
$1,000 in principal amount. Provisions of this Indenture that apply to
Securities called for redemption also apply to portions of Securities called
for redemption. The Trustee shall notify the Issuer and the Registrar promptly
in writing of the Securities to be redeemed and, if any Security is to be
redeemed in part only, the notice of redemption relating to such Security
shall state the principal amount thereof to be redeemed. A new Security in
principal amount equal to the unredeemed portion thereof will be issued in the
name of the holder thereof upon cancellation of the original Security.

          SECTION 10.04. NOTICE OF REDEMPTION. At least 30 days but not more
than 60 days before a Redemption Date, the Issuer shall mail a notice of
redemption by first-class mail to each holder whose Securities are to be
redeemed.

          The notice shall identify the Securities to be redeemed and shall
state:

                    (i) the Redemption Date;

                    (ii) the Redemption Price and the amount of accrued and
          unpaid interest to be paid upon such redemption;

                    (iii) the name, address and telephone number of the Paying
          Agent;

                    (iv) that Securities called for redemption must be
          surrendered to the Paying Agent in order to collect the Redemption
          Price;

                    (v) that, unless the Issuer defaults in making the
          redemption payment, interest on Securities called for redemption
          ceases to accrue on and after the Redemption Date and the only
          remaining right of the holders is to receive payment of the
          Redemption Price plus accrued interest to the Redemption Date upon
          surrender of the Securities to the Paying Agent;

                    (vi) if any Security is being redeemed in part, the
          portion of the principal amount (equal to $1,000 in principal amount
          or any integral multiple thereof) of such Security to be redeemed
          and that, on and after the Redemption Date, upon surrender of such
          Security, a new Security or Securities in principal amount equal to
          the unredeemed portion thereof will be issued;

                    (vii) if less than all the Securities are to be redeemed,
          the identification of the particular Securities (or portions
          thereof) to be redeemed, as well as the aggregate principal amount
          of such Securities to be redeemed and the aggregate principal amount
          of Securities to be outstanding after such partial redemption;

                    (viii) that, if any Security contains a CUSIP number as
          provided in Section 2.13, no representation is being made as to the
          correctness of the CUSIP


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          number either as printed on the Securities or as contained in the
          notice of redemption and that reliance may be placed only on the
          other identification numbers printed on the Securities; and

                    (ix) that the notice is being sent pursuant to this
          Section 10.04.

          At the Issuer's request (which request may be revoked by the Issuer
at any time prior to the time at which the Trustee shall have given such
notice to the holders), made in writing to the Trustee at least 60 days (or
such shorter period as shall be satisfactory to the Trustee) before a
Redemption Date, the Trustee shall give the notice of redemption in the name
and at the expense of the Issuer. If, however, the Issuer gives such notice to
the holders, the Issuer shall concurrently deliver to the Trustee an Officers'
Certificate stating that such notice has been given.

          SECTION 10.05. EFFECT OF NOTICE ON REDEMPTION. Once notice of
redemption is mailed, Securities called for redemption become due and payable
on the Redemption Date and at the Redemption Price. Upon surrender of any
Securities to the Paying Agent, such Securities shall be paid at the
Redemption Price, plus accrued interest to the Redemption Date.

          Notice of redemption shall be deemed to be given when mailed,
whether or not the holder receives the notice. In any event, failure to give
such notice, or any defect therein, shall not affect the validity of the
proceedings for the redemption of Securities held by holders to whom such
notice was properly given.

          SECTION 10.06. DEPOSIT OF REDEMPTION PRICE. On or prior to any
Redemption Date, the Issuer shall deposit with the Paying Agent (or, if the
Issuer is acting as its own Paying Agent, shall segregate and hold in trust as
provided in Section 3.04) money sufficient to pay the Redemption Price of and
accrued interest on all Securities to be redeemed on the Redemption Date other
than Securities or portions thereof called for redemption on that date that
have been delivered by the Issuer to the Trustee for cancellation.

          SECTION 10.07. PAYMENT OF SECURITIES CALLED FOR REDEMPTION. If
notice of redemption has been given in the manner provided above, the
Securities or portion of Securities specified in such notice to be redeemed
shall become due and payable on the Redemption Date at the Redemption Price
stated therein, together with accrued interest to such Redemption Date, and on
and after such date (unless the Issuer shall default in the payment of such
Securities at the Redemption Price and accrued interest to the Redemption
Date, in which case the principal until paid shall bear interest from the
Redemption Date at the rate prescribed in the Securities), such Securities
shall cease to accrue interest. Upon surrender of any Security for redemption
in accordance with a notice of redemption, such Security shall be paid and
redeemed by the Issuer at the Redemption Price, together with accrued interest
to the Redemption Date; provided that installments of interest whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the holders
registered as such at the close of business on the relevant Interest Record
Date.


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          SECTION 10.08. SECURITIES REDEEMED IN PART. Upon surrender of any
Security that is redeemed in part, the Issuer shall execute and the Trustee
shall authenticate and deliver to the holder a new Security equal in principal
amount to the unredeemed portion of such surrendered Security.

          SECTION 10.09. OPTIONAL REDEMPTION IN THE EVENT OF CHANGE IN MEXICAN
TAX TREATMENT. The Issuer may redeem the Securities in whole, but not in part,
upon giving not less than 30 nor more than 60 days' notice to the holders of
the Securities, at a price equal to 100% of the principal amount thereof
together with interest accrued to the date fixed for redemption, and
Additional Amounts, if any, which would be payable if (a) as a result of any
change in or amendment to laws, regulations or rules of Mexico (or any
political subdivision or taxing authority thereof or therein) or any change in
the published, official interpretation of such laws, regulations or rules
(including a holding by a court of competent jurisdiction) which change or
amendment occurs after the date of issuance of the Securities or the Issuer
has or will, on the next succeeding interest payment date, become obligated to
pay Additional Amounts with respect to payments on the Securities in excess of
the Additional Amounts that would be payable under Mexican law were payments
of interest on the Securities subject to withholding taxes imposed at a rate
of 10%, and (b) such obligation cannot be avoided by the Issuer taking
reasonable measures available to it; provided, however, that no such notice of
redemption shall be given earlier than 60 days prior to the earliest date on
which the Issuer would be obligated to pay such Additional Amounts if a
payment in respect of the Securities were then due. Prior to the giving of any
notice of redemption described in this paragraph, the Issuer shall deliver to
the Trustee an Officers' Certificate stating that the Issuer is entitled to
effect such redemption in accordance with the terms set forth in this
Indenture and setting forth in reasonable detail a statement of the facts
relating thereto (together with a copy of a written Opinion of Counsel to the
effect that the Issuer has or will, on the next succeeding Interest Payment
Date, become obligated to pay such Additional Amounts as a result of a change
or amendment described above and that the Issuer cannot avoid payment of such
Additional Amounts by taking reasonable measures available to it and that all
governmental approvals necessary, if any, for the Issuer to effect such
redemption have been obtained and are in full force and effect or specifying
any such necessary approvals that as of the date of such opinion have not been
obtained).

                                  ARTICLE XI

                           MISCELLANEOUS PROVISIONS

          SECTION 11.01. INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS
OF ISSUER AND THE TRUSTEE EXEMPT FROM INDIVIDUAL LIABILITY. No recourse under
or upon any obligation, covenant or agreement contained in this Indenture, or
in any Security, or because of any indebtedness evidenced thereby, shall be
had against any incorporator, as such or against any past, present or future
stockholder, officer, director, employee or controlling person, as such, of
the Issuer or the Trustee or of any successor, either directly or through the
Issuer or the Trustee or any successor, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any
legal or


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equitable proceeding or otherwise, all such liability being expressly
waived and released by the acceptance of the Securities by the holders thereof
and as part of the consideration for the issue of the Securities.

          SECTION 11.02. PROVISIONS OF INDENTURE FOR THE SOLE BENEFIT OF
PARTIES AND SECURITYHOLDERS. Nothing in this Indenture or in the Securities,
expressed or implied, shall give or be construed to give to any person, firm
or corporation, other than the parties hereto and their successors and the
holders of the Securities, any legal or equitable right, remedy or claim under
this Indenture or under any covenant or provision herein contained, all such
covenants and provisions being for the sole benefit of the parties hereto and
their successors and of the holders of the Securities.

          SECTION 11.03. SUCCESSORS AND ASSIGNS OF ISSUER BOUND BY INDENTURE.
All the covenants, stipulations, promises and agreements in this Indenture
contained by or in behalf of the Issuer shall bind its successors and assigns,
whether so expressed or not.

          SECTION 11.04. NOTICES AND DEMANDS ON ISSUER, TRUSTEE AND
SECURITYHOLDERS. Any notice or demand which by any provision of this Indenture
is required or permitted to be given or served by the Trustee or by the
holders of Securities to or on the Issuer may be given or served by being
deposited postage prepaid, first-class mail (except as otherwise specifically
provided herein) addressed (until another address of the Issuer is filed by
the Issuer with the Trustee) to Ave. Ricardo Margain Zozaya 400, Col. Valle
del Campestre, San Pedro Garza Garcia, Nuevo Leon, 66265 Mexico. Any notice,
direction, request or demand by the Issuer or any Securityholder to or upon
the Trustee shall be deemed to have been sufficiently given or made, for all
purposes, if given or made at the Corporate Trust Office. Notices to the
Trustee shall be effective only upon receipt.

          Where this Indenture provides for notice to holders, such notice
shall be sufficiently given (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, to each holder entitled
thereto, at his last address as it appears in the Security Register. In any
case where notice to holders is given by mail, neither the failure to mail
such notice, nor any defect in any notice so mailed, to any particular holder
shall affect the sufficiency of such notice with respect to other holders.
Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
The Trustee may waive notice to it of any provision herein, and such waiver
shall be deemed to be for its convenience and discretion. Waivers of notice by
holders shall be filed with the Trustee, but such filing shall not be a
condition precedent to the validity of any action taken in reliance upon such
waiver.

          In case, by reason of the suspension of or irregularities in regular
mail service, it shall be impracticable to mail notice to the Issuer and
Securityholders when such notice is required to be given pursuant to any
provision of this Indenture, then any


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manner of giving such notice as shall be satisfactory to the Trustee shall be
deemed to be a sufficient giving of such notice.

          SECTION 11.05. OFFICERS' CERTIFICATES AND OPINIONS OF COUNSEL;
STATEMENTS TO BE CONTAINED THEREIN. Upon any application or demand by the
Issuer to the Trustee to take any action under any of the provisions of this
Indenture the Issuer shall furnish to the Trustee an Officers' Certificate
stating that all conditions precedent provided for in this Indenture relating
to the proposed action have been complied with and an Opinion of Counsel
stating that in the opinion of such counsel all such conditions precedent have
been complied with, except that in the case of any such application or demand
as to which the furnishing of such documents is specifically required by any
provision of this Indenture relating to such particular application or demand,
no additional certificate or opinion need be furnished.

          Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or
covenant provided for in this Indenture shall include (a) a statement that the
person making such certificate or opinion has read such covenant or condition,
(b) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based, (c) a statement that, in the opinion of such
person, he has made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not such covenant
or condition has been complied with and (d) a statement as to whether or not,
in the opinion of such person, such condition or covenant has been complied
with.

          Any certificate, statement or opinion of an officer of the Issuer
may be based, insofar as it relates to legal matters, upon a certificate or
opinion of or representations by counsel, unless such officer knows that the
certificate or opinion or representations with respect to the matters upon
which his certificate, statement or opinion may be based as aforesaid are
erroneous, or in the exercise of reasonable care should know that the same are
erroneous. Any certificate, statement or opinion of counsel may be based,
insofar as it relates to factual matters or information which is in the
possession of the Issuer, upon the certificate, statement or opinion of or
representations by an officer or officers of the Issuer, unless such counsel
knows that the certificate, statement or opinion or representations with
respect to the matters upon which his certificate, statement or opinion may be
based as aforesaid are erroneous, or in the exercise of reasonable care should
know that the same are erroneous.

          Any certificate, statement or opinion of an officer of the Issuer or
of counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Issuer, unless such officer or counsel, as
the case may be, knows that the certificate or opinion or representations with
respect to the accounting matters upon which his certificate, statement or
opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous.


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          Any certificate or opinion of any independent firm of public
accountants filed with the Trustee shall contain a statement that such firm is
independent.

          SECTION 11.06. PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS. If
the date of maturity of interest on or principal of the Securities or the date
fixed for redemption of any Security shall not be a Business Day, then payment
of interest or principal need not be made on such date, but may be made on the
next succeeding Business Day with the same force and effect as if made on the
date of maturity or the date fixed for redemption, and no interest shall
accrue for the period after such date.

          SECTION 11.07. CONFLICT OF ANY PROVISION OF INDENTURE WITH TRUST
INDENTURE ACT OF 1939. If and to the extent that any provision of this
Indenture limits, qualifies or conflicts with another provision included in
this Indenture by operation of Sections 310 to 317, inclusive, of the Trust
Indenture Act of 1939 (an "INCORPORATED PROVISION"), such incorporated
provision shall control.

          SECTION 11.08. GOVERNING LAW; JURISDICTION. (a) This Indenture and
each Security shall be deemed to be a contract under the laws of the State of
New York, and for all purposes shall be construed in accordance with the laws
of said State, except as may otherwise be required by mandatory provisions of
law.

          The Issuer hereby irrevocably and unconditionally submits to the
jurisdiction of any New York State or United States Federal court sitting in
New York City over any suit, action or proceeding arising out of or relating
to this Indenture or any Security. The Issuer irrevocably and unconditionally
waives, to the fullest extent permitted by law, any objection which it may now
or hereafter have to the laying of the venue of any such suit, action or
proceeding brought in such a court and any claim that any such suit, action or
proceeding brought in such a court has been brought in an inconvenient forum.
To the extent that the Issuer has or hereafter may acquire any immunity from
jurisdiction of any court or from any legal process with respect to itself or
its property, the Issuer irrevocably waives such immunity in respect of its
obligations hereunder or under any Security. The Issuer agrees that final
judgment in any such suit, action or proceeding brought in such a court shall
be conclusive and binding upon the Issuer and, to the extent permitted by
applicable law, may be enforced in any court to the jurisdiction of which the
Issuer is subject by a suit upon such judgment or in any manner provided by
law, provided that service of process is effected upon the Issuer in the
manner specified in the following subsection or as otherwise permitted by law.

          As long as any of the Securities remain outstanding, the Issuer will
at all times have an authorized agent in the United States, upon whom process
may be served in any legal action or proceeding arising out of or relating to
this Indenture or any Security. Service of process upon such agent and written
notice of such service mailed or delivered to the Issuer shall to the fullest
extent permitted by law be deemed in every respect effective service of
process upon the Issuer in any such legal action or proceeding. The Issuer
hereby irrevocably appoints CT Corporation System as its agent for such
purpose, and covenants and agrees that service of process in any suit, action
or proceeding may be made upon it at the office of such agent at 111 Eighth
Avenue, New


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York, New York 10011. Notwithstanding the foregoing, the Issuer
may, with prior written notice to the Trustee, terminate the appointment of CT
Corporation System and appoint another agent for the above purposes so that
the Issuer shall at all times have an agent for the above purposes in the
United States.

          The Issuer hereby irrevocably waives, to the fullest extent
permitted by law, any requirement or other provision of law, rule, regulation
or practice which requires or otherwise establishes as a condition to the
institution, prosecution or completion of any suit, action or proceeding
(including appeals) arising out of or relating to this Indenture or any
Security, the posting of any bond or the furnishing, directly or indirectly,
of any other security.

          SECTION 11.09. INDEMNIFICATION FOR JUDGMENT CURRENCY FLUCTUATIONS.
To the fullest extent permitted by law, the obligations of the Issuer to any
Securityholder or the Trustee hereunder or under the Securities shall,
notwithstanding any judgment in a currency (the "JUDGMENT CURRENCY") other
than U.S. dollars (the "AGREEMENT CURRENCY"), be discharged only to the extent
that on the day following receipt by such Securityholder or the Trustee, as
the case may be, of any amount in the Judgment Currency, such Securityholder
or the Trustee, as the case may be, may in accordance with normal banking
procedures purchase the Agreement Currency with the Judgment Currency. If the
amount of the Agreement Currency so purchased is less than the amount
originally to be paid to such Securityholder or the Trustee, as the case may
be, in the Agreement Currency, the Issuer agrees, as a separate obligation and
notwithstanding such judgment, to pay the difference and if the amount of the
Agreement Currency so purchased exceeds the amount originally to be paid to
such Securityholder or the Trustee, as the case may be, such Securityholder or
the Trustee, as the case may be, agrees to pay to or for the account of the
Issuer, such excess, provided that such Securityholder or the Trustee, as the
case may be, shall not have any obligation to pay any such excess as long as a
Payment Default by the Issuer in its obligations hereunder or under the
Securities, as the case may be, has occurred and is continuing, in which case
such excess may be applied by such Securityholder or the Trustee, as the case
may be, to such obligations.

          SECTION 11.10. ENGLISH LANGUAGE. All certificates, opinions,
notices, consents, requests or other documents or instruments delivered
pursuant hereto shall be in the English language.

          SECTION 11.11. COUNTERPARTS. This Indenture may be executed in any
number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.

          SECTION 11.12. EFFECT OF HEADINGS. The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.


                                      935


<PAGE>


                                  SIGNATURES

          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed all as of October 22, 2003.

                                      VITRO, S.A. de C.V., as Issuer

                                        By: /s/ Jose Domene
                                           ---------------------------------
                                           Name:  Jose Domene
                                           Title: Chief Operating Officer


                                        By: /s/ Alvaro Rodriguez
                                           ---------------------------------
                                           Name:  Alvaro Rodriguez
                                           Title: Chief Financial Officer


                                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                                      as Trustee

                                        By: /s/ R. Douglas Milner
                                           ---------------------------------
                                           Name:  R. Douglas Milner
                                           Title: Vice President


[CORPORATE SEAL]
Attest:

By: Londa L. Parman
   ---------------------------


                                      REGIONS BANK, AN ALABAMA
                                      BANKING CORPORATION, as successor
                                      Trustee

                                        By: /s/ Kevin A. Kirby
                                           ---------------------------------
                                           Name:  Kevin A. Kirby
                                           Title: Executive Vice President


[CORPORATE SEAL]
Attest:

By: Leslie K. Whiddon
   ---------------------------


                                     A-1


<PAGE>


                                                                     EXHIBIT A

                      Form of Certificate to be Delivered
                         in Connection with Transfers
                           Pursuant to Regulation S


                                                              __________, ____


[Trustee]
Attention:

Re: Vitro, S.A. de C.V. (the "ISSUER")
    11.75% Guaranteed Senior Notes due 2013 (the "SECURITIES")

Dear Sirs:

          In connection with our proposed sale of $__________ aggregate
principal amount of the Securities, we confirm that such sale has been
effected pursuant to and in accordance with Regulation S under the Securities
Act of 1933, as amended, and, accordingly, we represent that:

1. the offer of the Securities was not made to a person in the United
   States;

2. at the time the buy order was originated, the transferee was outside the
   United States or we and any person acting on our behalf reasonably
   believed that the transferee was outside the United States;

3. no directed selling efforts have been made by us in the United States in
   contravention of the requirements of Rule 903(b) or Rule 904(b) of
   Regulation S, as applicable; and

4. the transaction is not part of a plan or scheme to evade the registration
   requirements of the U.S. Securities Act of 1933.

          You, the Issuer and the Guarantor are entitled to rely upon this
letter and are irrevocably authorized to produce this letter or a copy hereof
to any interested party in any administrative or legal proceedings or official
inquiry with respect to the matters covered hereby. Terms used in this
certificate have the meanings set forth in Regulation S.

                                        Very truly yours,

                                        [Name of Transferor]

                                        By:
                                           ---------------------------------
                                           Name:
                                           Title:

                                           Authorized Signature


                                     A-2