EXHIBIT
      2.14




EXECUTION
      COPY



















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




**The
      NOTE GUARANTORS Party Hereto**









**and**









**THE
      BANK OF NEW YORK,**




**as
      TRUSTEE**









**10.75%
      SENIOR SECURED GUARANTEED NOTES DUE 2011**




**INDENTURE**




**Dated
      as of July 23, 2004**

































TABLE
      OF
      CONTENTS


Page  ARTICLE
                        IDEFINITIONS
                        AND INCORPORATION BY REFERENCE
                    1Section
                        1.1
                    Definitions
                    1Section
                        1.2
                    Rules
                        of Construction
                    33ARTICLE
                        IITHE
                        NOTES
                    34Section
                        2.1
                    Form
                        and Dating
                    34Section
                        2.2
                    Execution
                        and Authentication
                    34Section
                        2.3
                    Registrar
                        and Paying Agent
                    35Section
                        2.4
                    Paying
                        Agent to Hold Money in Trust
                    35Section
                        2.5
                    Holder
                        Lists
                    36Section
                        2.6
                    Global
                        Note Provisions
                    36Section
                        2.7
                    Legends
                    38Section
                        2.8
                    Transfer
                        and Exchange
                    38Section
                        2.9
                    Mutilated,
                        Destroyed, Lost or Stolen Notes
                    41Section
                        2.10
                    Temporary
                        Notes
                    42Section
                        2.11
                    Cancellation
                    42Section
                        2.12
                    Defaulted
                        Interest
                    42Section
                        2.13
                    Additional
                        Notes
                    43Section
                        2.14
                    Ranking;
                        Security for and Parity of Notes
                    43ARTICLE
                        IIICOVENANTS
                    44Section
                        3.1
                    Payment
                        of Notes
                    44Section
                        3.2
                    Interest
                        Rate Adjustment
                    44Section
                        3.3
                    Maintenance
                        of Office or Agency
                    44Section
                        3.4
                    Compliance
                        Certificate
                    45Section
                        3.5
                    Waiver
                        of Stay, Extension or Usury Laws
                    45Section
                        3.6
                    Limitation
                        on Incurrence of Additional Indebtedness
                    45Section
                        3.7
                    Limitation
                        on Guarantees of Issuer or Restricted Subsidiary
                        Indebtedness
                    49Section
                        3.8
                    Limitation
                        on Restricted Payments
                    49Section
                        3.9
                    Limitation
                        on Asset Sales
                    52Section
                        3.10
                    Limitation
                        on the Ownership of Capital Stock of Restricted
                        Subsidiaries
                    57
   i
  TABLE
                OF
                CONTENTS
 (continued)
 Page
 Section
                          3.11
                      Limitation
                          on Designation of Unrestricted Subsidiaries
                      58Section
                          3.12
                      Limitation
                          on Dividend and Other Payment Restrictions Affecting
                        Restricted
                          Subsidiaries
                      59Section
                          3.13
                      Limitation
                          on Liens
                      60Section
                          3.14
                      Limitation
                          on Transactions with Affiliates
                      61Section
                          3.15
                      Conduct
                          of Business
                      63Section
                          3.16
                      Reports
                          to Holders
                      63Section
                          3.17
                      Payment
                          of Additional Amounts
                      64Section
                          3.18
                      Change
                          of Control.
                      66Section
                          3.19
                      Maintenance
                          of Properties and Insurance
                      67Section
                          3.20
                      Registration
                      67ARTICLE
                          IVMERGER,
                          CONSOLIDATION, ETC
                      67Section
                          4.1
                      Limitation
                          on Merger, Consolidation and Sale of Assets
                      67ARTICLE
                          VOPTIONAL
                          REDEMPTION OF NOTES
                      70Section
                          5.1
                      Optional
                          Redemption
                      70Section
                          5.2
                      Election
                          to Redeem
                      70Section
                          5.3
                      Notice
                          of Redemption
                      70Section
                          5.4
                      Selection
                          of Notes to Be Redeemed in Part
                      71Section
                          5.5
                      Deposit
                          of Redemption Price
                      72Section
                          5.6
                      Notes
                          Payable on Redemption Date
                      72Section
                          5.7
                      Unredeemed
                          Portions of Partially Redeemed Note
                      72ARTICLE
                          VIDEFAULTS
                          AND REMEDIES
                      72Section
                          6.1
                      Events
                          of Default
                      72Section
                          6.2
                      Acceleration
                      75Section
                          6.3
                      Other
                          Remedies
                      75Section
                          6.4
                      Waiver
                          of Past Defaults
                      76Section
                          6.5
                      Control
                          by Majority
                      76Section
                          6.6
                      Limitation
                          on Suits
                      76Section
                          6.7
                      Rights
                          of Holders to Receive Payment
                      76Section
                          6.8
                      Collection
                          Suit by Trustee
                      77
    ii
  TABLE
                  OF
                  CONTENTS
 (continued)
 Page
 Section
                            6.9
                        Trustee
                            May File Proofs of Claim, etc
                        77Section
                            6.10
                        Priorities
                        77Section
                            6.11
                        Undertaking
                            for Costs
                        78ARTICLE
                            VIITRUSTEE
                        78Section
                            7.1
                        Duties
                            of Trustee
                        78Section
                            7.2
                        Rights
                            of Trustee
                        80Section
                            7.3
                        Individual
                            Rights of Trustee
                        80Section
                            7.4
                        Trustee’s
                            Disclaimer
                        80Section
                            7.5
                        Notice
                            of Defaults
                        81Section
                            7.6
                        Reports
                            by Trustee to Holders
                        81Section
                            7.7
                        Compensation
                            and Indemnity
                        81Section
                            7.8
                        Replacement
                            of Trustee
                        82Section
                            7.9
                        Successor
                            Trustee by Merger
                        83Section
                            7.10
                        Eligibility;
                            Disqualification
                        83Section
                            7.11
                        Preferential
                            Collection of Claims Against Issuer
                        83Section
                            7.12
                        Appointment
                            of Co-Trustee
                        83Section
                            7.13
                        Authorization
                            of Trustee
                        84Section
                            7.14
                        Actions
                            to be Taken by Trustee Under the Master Collateral and
                          Intercreditor
                            Agreement
                        85ARTICLE
                            VIIIDEFEASANCE;
                            DISCHARGE OF INDENTURE
                        85Section
                            8.1
                        Legal
                            Defeasance and Covenant Defeasance
                        85Section
                            8.2
                        Conditions
                            to Defeasance
                        86Section
                            8.3
                        Application
                            of Trust Money
                        88Section
                            8.4
                        Repayment
                            to Issuer
                        88Section
                            8.5
                        Indemnity
                            for U.S. Government Obligations
                        88Section
                            8.6
                        Reinstatement
                        88Section
                            8.7
                        Satisfaction
                            and Discharge
                        89ARTICLE
                            IXAMENDMENTS
                        89Section
                            9.1
                        Without
                            Consent of Holders.
                        89Section
                            9.2
                        With
                            Consent of Holders
                        90
   iii
  TABLE
                    OF
                    CONTENTS
 (continued)
 Page
 Section
                              9.3
                          Revocation
                              and Effect of Consents and Waivers
                          91Section
                              9.4
                          Notation
                              on or Exchange of Notes
                          92Section
                              9.5
                          Trustee
                              to Sign Amendments and Supplements
                          92Section
                              9.6
                          Evidence
                              of Action Taken by Noteholders
                          92ARTICLE
                              XNOTE
                              GUARANTEES
                          92Section
                              10.1
                          Note
                              Guarantees
                          92Section
                              10.2
                          Limitation
                              on Liability; Termination, Release and Discharge
                          94Section
                              10.3
                          Right
                              of Contribution
                          94Section
                              10.4
                          No
                              Subrogation
                          94Section
                              10.5
                          New
                              Note Guarantees
                          95Section
                              10.6
                          Waivers.
                          95ARTICLE
                              XICOLLATERAL
                              AND
                              SECURITY
                          95Section
                              11.1
                          Master
                              Collateral and Intercreditor Agreement and Collateral
                              Documents
                          95Section
                              11.2
                          Suits
                              to Protect the Collateral
                          96Section
                              11.3
                          Possession
                              of the Collateral
                          97Section
                              11.4
                          Release
                              of Collateral
                          97Section
                              11.5
                          Actions
                              by the Trustee
                          97Section
                              11.6
                          Authorization
                              of Actions To Be Taken by the Trustee Under the
                            Collateral Documents
                              and the Master Collateral and
                            Intercreditor Agreement
                          97Section
                              11.7
                          Authorization
                              of Receipt and Distribution of Funds by the Trustee
                          97Section
                              11.8
                          Termination
                              of Security Interest
                          97Section
                              11.9
                          Amendments
                              and Modifications to the Master Collateral and Intercreditor
                              Agreement and
                              any Collateral Document
                          98ARTICLE
                              XIIMISCELLANEOUS
                          98Section
                              12.1
                          Notices
                          98Section
                              12.2
                          Certificate
                              and Opinion as to Conditions Precedent
                          99Section
                              12.3
                          Statements
                              Required in Certificate or Opinion
                          99Section
                              12.4
                          Rules
                              by Trustee, Paying Agent and Registrar
                          99Section
                              12.5
                          Legal
                              Holidays
                          100
    iv
  TABLE
                      OF
                      CONTENTS
 (continued)
 Page
 Section
                              12.6
                          Governing
                              Law, etc
                          100Section
                              12.7
                          No
                              Recourse Against Others
                          101Section
                              12.8
                          Successors
                          101Section
                              12.9
                          Duplicate
                              and Counterpart Originals
                          101Section
                              12.10
                          Severability
                          101Section
                              12.11
                          Currency
                              Indemnity
                          101Section
                              12.12
                          Table
                              of Contents; Headings
                          102Section
                              12.13
                          Inconsistency
                              with Master Collateral and Intercreditor Agreement
                          102







v








**EXHIBIT
                A**
            **FORM
                OF FACE OF NOTE**




**EXHIBIT
                B**
            **FORM
                OF CERTIFICATE FOR TRANSFER TO
                QIB**




**EXHIBIT
                C**
            **FORM
                OF CERTIFICATE FOR TRANSFER PURSUANT TO
                REGULATION S**




**EXHIBIT
                D**
            **FORM
                OF CERTIFICATE FOR TRANSFER PURSUANT TO
                RULE 144**




**EXHIBIT
                E**
            **FORM
                OF SUPPLEMENTAL INDENTURE FOR ADDITIONAL NOTE
                GUARANTEES**
















INDENTURE,
      dated as of July 23, 2004, (the “ Indenture ”)
      between Vitro Envases Norteamérica, S.A. de C.V., a Mexican *sociedad
      anónima de capital variable* (the
“ Issuer ”),
      the
      Note Guarantors party hereto, and The Bank of New York (the “ Trustee ”),
      as
      Trustee.




**RECITALS**




WHEREAS,
      the Issuer has duly authorized the execution and delivery of this Indenture
      to
      provide for the issuance of 10.75% Senior Secured Guaranteed Notes due 2011
      (the
“ Notes ”);




WHEREAS,
      all Obligations (as defined herein) of the Issuer under the Notes are secured
      or
      to be secured by first-priority Liens (as defined herein), subject to Collateral
      Permitted Liens (as defined herein), in the Collateral (as defined herein)
      pursuant to the terms of the Master Collateral and Intercreditor Agreement
      and
      the Collateral Documents (as defined herein);




WHEREAS,
      the Note Guarantors have duly authorized their senior guarantee of the Notes
      and
      to provide therefore, the Note Guarantors have duly authorized the execution
      of
      this Indenture and their Note Guarantees (as defined herein) under the terms
      set
      forth herein;




NOW,
      THEREFORE, in consideration of the premises and purchase of the Notes by the
      Holders (as defined herein) thereof, it is mutually covenanted and agreed,
      for
      the equal and proportionate benefit of all Holders of the Notes, as
      follows:




**ARTICLE
      I**




DEFINITIONS
      AND INCORPORATION BY REFERENCE




Section
      1.1  Definitions .




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




“ Additional
      Amounts ”
      has the
      meaning assigned to it in Section 3.17(b) .




“ Additional
      Note Board Resolutions ”
      means
      resolutions duly adopted by the Board of Directors of the
      Issuer and
      delivered to the Trustee in an Officers’ Certificate providing for the issuance
      of Additional Notes.




“ Additional
      Notes ”
      means
      up to $80,000,000 aggregate principal amount of the Notes originally
      issued after the Issue Date pursuant to Section 2.13 and any
      replacement Notes as specified in the relevant Additional Note Board Resolutions
      or Additional Note Supplemental Indenture issued therefor in accordance with
      this Indenture.







1





“ Additional
      Note Supplemental Indenture ”
      means a
      supplement to this Indenture duly executed and delivered by the Issuer,
      each Note Guarantor and the
      Trustee pursuant to Article IX providing for the issuance of Additional Notes.




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




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




“ Agent
      Members ”
      has the
      meaning assigned to it in Section
      2.6(b) .




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




“ Asset
      Acquisition ”
      means:




(1)
            an
                Investment by the Issuer or any Restricted Subsidiary in any other
                Person
                pursuant to which such Person will become a Restricted Subsidiary,
                or will
                be merged with or into the Issuer or any Restricted
                Subsidiary;




(2)
            the
                acquisition by the Issuer or any Restricted Subsidiary of the assets
                of
                any Person (other than a Restricted 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




(3)
            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:




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




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




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




(1)
            the
                disposition of all or substantially all of the assets of the Issuer
                and
                its Restricted Subsidiaries as permitted underSection
                4.1;







2





(2)
            a
                disposition of inventory or obsolete or worn-out equipment in the
                ordinary
                course of business;




(3)
            dispositions
                of assets in any fiscal year with a Fair Market Value not to exceed
                $5
                million in the aggregate;




(4)
            a
                disposition to the Issuer or a Restricted Subsidiary (other than
                a
                Permitted Joint Venture),including
                a Person that is or will become a Restricted Subsidiary immediately
                after
                the disposition;




(5)
            the
                disposition of accounts receivable and related assets pursuant to
                a
                Qualified Receivables Transaction;




(6)
            any
                foreclosure by any creditor of a Lien permitted underSection
                3.13on
                any assets subject thereto; and




(7)
            a
                Collateral Asset Sale.




“ Asset
      Sale Offer ”
      has the
      meaning assigned to it in Section 3.9(e) .




“ Asset
      Sale Offer Amount ”
      has the
      meaning assigned to it in Section 3.9(e) .




“ Asset
      Sale Offer Notice ”
      means
      notice of an Asset Sale Offer made pursuant to Section 3.9(e) ,
      which
      shall be mailed first class, postage prepaid, to each record Holder as shown
      on
      the Note Register within 20 days following an Asset Sale Offer Trigger Date
      for
      the application of Net Cash Proceeds of any Asset Sale, Collateral Asset Sale
      or
      Event of Loss, with a copy to the Trustee, which notice shall govern the terms
      of the Asset Sale Offer, and shall state:




(1)
      the
      circumstances of the Asset Sale, Collateral Asset Sale or Event of Loss, the
      Net
      Cash Proceeds of which are included in the Asset Sale Offer, that an Asset
      Sale
      Offer is being made pursuant to Section 3.9 ;




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




(3)
      that
      any Notes or portions thereof not tendered or accepted for payment will continue
      to accrue interest;




(4)
      that,
      unless the Issuer defaults in the payment of the Asset Sale Offer Amount with
      respect thereto, all Notes or portions thereof accepted for payment pursuant
      to
      the Asset Sale Offer shall cease to accrue interest from and after the Asset
      Sale Offer Payment Date;




(5)
      that
      any Holder electing to have any Notes or portions thereof purchased pursuant
      to
      the Asset Sale Offer will be required to surrender such Notes, with the form
      entitled “Option of Holder to Elect Purchase” on the reverse of such Notes
      completed, to the Paying Agent at the address specified in the notice prior
      to
      the close of business on the third Business Day preceding the Asset Sale Offer
      Payment Date;







3





(6)
      that
      any Holder shall be entitled to withdraw such election if the Paying Agent
      receives, not later than the close of business on the second Business Day
      preceding the Asset Sale Offer Payment Date, a facsimile transmission or letter,
      setting forth the name of the Holder, the principal amount of Notes delivered
      for purchase, and a statement that such Holder is withdrawing such Holder’s
      election to have such Notes or portions thereof purchased pursuant to the Asset
      Sale Offer;




(7)
      that
      any Holder electing to have Notes purchased pursuant to the Asset Sale Offer
      must specify the principal amount that is being tendered for purchase, which
      principal amount must be $1,000 or an integral multiple thereof;




(8)
      that
      any Holder of Certificated Notes whose Certificated Notes are being purchased
      only in part will be issued new Certificated Notes equal in principal amount
      to
      the unpurchased portion of the Certificated Note or Notes surrendered, which
      unpurchased portion will be equal in principal amount to $1,000 or an integral
      multiple of $1,000 in excess thereof;




(9)
      that
      the Trustee will return to the Holder of a Global Note that is being purchased
      in part, such Global Note with a notation on the schedule of increases or
      decreases thereof adjusting the principal amount thereof to be equal to the
      unpurchased portion of such Global Note; and




(10)
      any
      other information necessary to enable any Holder to tender Notes and to have
      such Notes purchased pursuant to Section 3.9(e) .




“ Asset
      Sale Offer Payment Date ”
      has the
      meaning assigned to it in Section 3.9(e) .




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




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




“ Authenticating
      Agent ”
      has the
      meaning assigned to it in Section
      2.2(d) .




“ Authorized
      Agent ”
      has the
      meaning assigned to it in Section
      12.6(c) .




“ Bankruptcy
      Law ”
      means
      any applicable bankruptcy, insolvency, suspension of payments, *concurso
      mercantil* ,
      reorganization or other similar law of Mexico, the United States or other
      foreign jurisdiction now or hereafter in effect (including Mexico’s *Ley
      de Concursos Mercantiles* or any
      successor thereof).




“ 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







4





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 ”
      has the
      meaning assigned to it in Section
      12.5 .




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




“ Capital
      Stock ”
      means:




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




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




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




“ Cash
      Equivalents ” means:




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




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




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




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





5






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


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




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




(8)
            solely
                with respect to any Investment by a Restricted Subsidiary that is
                not
                organized under the laws of Mexico, instruments issued or guaranteed
                by
                the national government of the country in which such Restricted Subsidiary
                is organized, denominated and payable either in the local currency
                of such
                jurisdiction or in U.S. dollars and maturing not later than one year
                after
                the acquisition thereof;




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




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




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




(C)
            issued
                by any bank which at the date of acquisition is a lender to or has
                made
                available a line of credit to the 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 accor-dance
                with this clause (C) does not exceed $50 million at any one
                time
                or







6





(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.




“ Certificated
      Note ”
      means
      any Note issued in fully-registered certificated form (other than a Global
      Note)
      pursuant to Section 2.6(c), which shall be substantially in the form of Exhibit A ,
      with
      appropriate legends as specified in Section
      2.7 and Exhibit A .




“ Change
      of Control ”
      means:




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




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




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




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




“ Change
      of Control Notice ”
      means
      notice of a Change of Control Offer made pursuant to Section 3.18 ,
      which
      shall be mailed first-class, postage prepaid, to each record Holder as shown
      on
      the Note Register within 20 days following the date upon which a Change of
      Control occurred, with a copy to the Trustee, which notice shall govern the
      terms of the Change of Control Offer and shall state:







7





(1)
      that
      a Change of Control has occurred, the circumstances or events causing such
      Change of Control and that a Change of Control Offer is being made pursuant
      to Section 3.18 ;




(2)
      the
      Change of Control Payment and the Change of Control Payment Date;




(3)
      that
      any Notes or portions thereof not tendered or accepted for payment will continue
      to accrue interest;




(4)
      that,
      unless the Issuer defaults in the payment of the Change of Control Payment
      with
      respect thereto, all Notes or portions thereof accepted for payment pursuant
      to
      the Change of Control Offer shall cease to accrue interest from and after the
      Change of Control Payment Date;




(5)
      that
      any Holder electing to have any Notes or portions thereof purchased pursuant
      to
      a Change of Control Offer will be required to tender such Notes, with the form
      entitled “Option of Holder to Elect Purchase” on the reverse of such Notes
      completed, to the Paying Agent at the address specified in the notice prior
      to
      the close of business on the third Business Day preceding the Change of Control
      Payment Date;




(6)
      that
      any Holder shall be entitled to withdraw such election if the Paying Agent
      receives, not later than the close of business on the second Business Day
      preceding the Change of Control Payment Date, a facsimile transmission or
      letter, setting forth the name of the Holder, the principal amount of Notes
      delivered for purchase, and a statement that such Holder is withdrawing such
      Holder’s election to have such Notes or portions thereof purchased pursuant to
      the Change of Control Offer;




(7)
      that
      any Holder electing to have Notes purchased pursuant to the Change of Control
      Offer must specify the principal amount that is being tendered for purchase,
      which principal amount must be $1,000 or an integral multiple of $1,000 in
      excess thereof;




(8)
      that
      any Holder of Certificated Notes whose Certificated Notes are being purchased
      only in part will be issued new Certificated Notes equal in principal amount
      to
      the unpurchased portion of the Certificated Note or Notes surrendered, which
      unpurchased portion will be equal in principal amount to $1,000 or an integral
      multiple of $1,000 in excess thereof;




(9)
      that
      the Trustee will return to the Holder of a Global Note that is being purchased
      in part, such Global Note with a notation on the schedule of increases
      or
      decreases thereof adjusting the principal amount thereof to be equal to the
      unpurchased portion of such Global Note; and




(10)
      any
      other information necessary to enable any Holder to tender Notes and to have
      such Notes purchased pursuant to Section 3.18 .




“ Change
      of Control Offer ”
      has the
      meaning assigned to it in Section
      3.18(b) .







8





“Change
      of Control Payment” has the meaning assigned to it in Section
      3.18(a) .




“Change
      of Control Payment Date” has the meaning assigned to it in Section
      3.18(b) .




“ Code ”
      means
      the U.S. Internal Revenue Code of 1986, as amended.




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




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




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




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




“ Collateral
      Documents ”
      has the
      meaning set forth in the Master Collateral and Intercreditor
      Agreement.




“ Collateral
      Event of Default ”
      means
      either or both of (i) an Event of Default under this Indenture and (ii) an
      event
      of default under any Credit Facility.




“ Collateral
      Permitted Liens ”
      means
      any of the following:




(1)
            statutory
                Liens of landlords and Liens of carriers, warehousemen, mechanics,
                suppliers, materialmen, repairmen and other Liens imposed by law
                incurred
                in the ordinary course of business for sums not yet delinquent or
                being
                contested in good faith, if such reserve or other appropriate provision,
                if any, as shall be required by Mexican GAAP has been made in respect
                thereof;




(2)
            Liens
                for taxes, assessments or governmental charges or levies on the property
                of the Issuer or any Restricted Subsidiary if the same shall not
                at the
                time be delinquent or thereafter can be paid without penalty, or
                are being
                contested in good faith and by appropriate proceedings promptly instituted
                and diligently concluded; provided that any reserve or other appropriate
                provision that shall be required in conformity with Mexican GAAP
                shall
                have been made therefor;







9





(3)
            Liens
                Incurred or deposits made in the ordinary course of business in connection
                with workers’ compensation, unemployment insurance and other types of
                social security, including any Lien securing letters of credit issued
                in
                the ordinary course of business consistent with past practice in
                connection therewith, or to secure the performance of tenders, statutory
                obligations, surety and appeal bonds, bids, leases, government performance
                and return-of-money bonds and other similar obligations (exclusive
                of
                obligations for the payment of borrowed
                money);




(4)
            Liens
                upon specific items of inventory or other goods and proceeds of any
                Person
                securing such Person’s obligations in respect of bankers’ acceptances
                issued or created for the account of such Person to facilitate the
                purchase, shipment or storage of such inventory or other
                goods;




(5)
            Liens
                encumbering deposits made to secure obligations arising from statutory,
                regulatory, contractual, or warranty requirements of the Issuer or
                a
                Restricted Subsidiary, including rights of offset and set-off;




(6)
            Liens
                existing on the Issue Date;




(7)
            zoning
                restrictions, licenses, easements, servitudes, rights of way, title
                defects, covenants running with the land and other similar charges
                or
                encumbrances or restrictions not interfering in any material respect
                with
                the ordinary operation of any Collateral or materially and adversely
                affecting the value of the Collateral;
                and




(8)
            Liens
                created pursuant to the Collateral Documents, including Liens thereon
                securing the Notes, the Note Guarantees and the Permitted Secured
                Obligations.




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




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




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




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




(1)
            Consolidated
                Interest Expense,*plus*







10





(2)
            income
                and asset taxes and workers’ profit sharing other than income taxes
                (either positive or negative) attributable to extraordinary gains
                or
                losses or to gains or losses on sales of assets),*plus*




(3)
            depreciation
                expense,*plus*




(4)
            amortization
                expense,*plus*




(5)
            non-cash
                extraordinary losses, non-cash foreign exchange losses, non-cash
                monetary
                losses and other non-cash expenses or losses of such Person and its
                Subsidiaries (its Restricted Subsidiaries in the case of the Issuer
                or
                Comegua) for such period, that are reported below the “operating income
                (loss)” line on such Person’s consolidated statements of operations (other
                than items that will require cash payments and for which an accrual
                or
                reserve is, or is required by Mexican GAAP to be, made),*plus
                or minus*




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




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




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




(9)
            non-cash
                extraordinary gains, non-cash foreign exchange gains, non-cash monetary
                gains and other non-cash credits and gains of such Person and its
                Subsidiaries (its Restricted Subsidiaries in the case of the Issuer
                or
                Comegua) for such period that are reported below the “operating income
                (loss)” line on such Person’s consolidated statements of operations (other
                than (A) items that will result in the receipt of cash payments and
                (B)
                items resulting from the reversal of an item anticipated to require
                cash
                payments for which an accrual or reserve was, or was required by
                Mexican
                GAAP to be, made, to the extent such item was deducted from the
                calculation of Consolidated EBITDA pursuant to clause (7)
                above),




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




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




(1)
            the
                Incurrence, repayment (excluding revolving credit borrowings Incurred
                or
                repaid for working capital purposes) or redemption of any Indebtedness
                (including Acquired Indebtedness) or Preferred Stock of such Person
                or any
                of its Subsidiaries (Restricted Subsidiaries, in the case of the
                Issuer or
                Comegua), and the application of the proceeds thereof, including
                the
                Incurrence of any Indebtedness (including Acquired Indebtedness)







11





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




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




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




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




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




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




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




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




(2)
            the
                product of:




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







12





(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:




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




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




(b)
            any
                amortization of deferred financing costs,




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




(d)
            all
                capitalized interest,




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




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




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




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




“ Consolidated
      Net Income ”
      means
      with respect to any Person for any period, the aggregate net income (or loss)
      of
      such Person and its Subsidiaries for such period on a consolidated basis
      determined in conformity with Mexican GAAP; *provided* that the
      following items shall be excluded in computing Consolidated Net Income (without
      duplication):




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




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







13





(3)
            for
                purposes of calculating Consolidated Net Income pursuant to the first
                clause (3) underSection
                3.8only, 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
                Successor Issuer (other than the Issuer or a Restricted Subsidiary)
                prior
                to assuming the Issuer’s obligations under the Indenture and the Notes
                pursuant toSection
                4.1.




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




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




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




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




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




“ Corporate
      Trust Office ”
      means
      the principal office of the Trustee at which at any time its corporate trust
      business shall be administered, which office at the date hereof is located
      at
      101 Barclay Street, Floor 21 West, New York, NY 10286, Attention: Corporate
      Trust Department, or such other address as the Trustee may designate from time
      to time by notice to the Holders and the Issuer, or the principal corporate
      trust office of any successor Trustee (or such other address as such successor
      Trustee may designate from time to time by notice to the Holders and the
      Issuer).




“ Covenant
      Defeasance ”
      has the
      meaning assigned to it in Section
      8.1(c) .




“ COVISA ”
      means
      Compañia Vidriera, S.A. de C.V.




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







14





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




“ Custodian ”
      means
      any receiver, trustee, assignee, liquidator, *síndico* , *conciliador* ,
      sequestrator, custodian or similar official under any Bankruptcy
      Law.




“ Default ”
      means
      an event or condition the occurrence of which is, or with the lapse of time
      or
      the giving of notice or both would be, an Event of Default.




“ Defaulted
      Interest ”
      has the
      meaning assigned to it in paragraph 3 of the Form of Reverse Side of Note
      contained in Exhibit
      A .




“ Designation ”
      and
“ Designation
      Amount ”
      have
      the meanings set forth in Section
      3.11 .




“ Deposit
      Accounts ”
      means
      any deposit accounts or securities accounts constituting part of the Collateral
      pursuant to any Collateral Document.




“ 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 91 st day
      after the final maturity date of the Notes. 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 repurchase or redeem such Capital Stock upon the occurrence of
                any
                “asset sale” or “change of control” occurring prior to the 91stday after the final maturity of the Notes if the “asset sale” or “change
                of control” provisions applicable to such Capital Stock are not more
                favorable to the holders of such Capital Stock than the provisions
                contained inSection
                3.9andSection
                3.18and




(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.




“ Distribution
      Compliance Period ”
      means,
      in respect of any Regulation S Global Note, the 40 consecutive days
      beginning on and including the later of (a) the day on which any Notes
      represented thereby are offered to persons other than distributors (as defined
      in Regulation S under the Securities Act) pursuant to Regulation S
      and
      (b) the issue date for such Notes.




“ DTC ”
      means
      The Depository Trust Company, its nominees and their respective successors
      and
      assigns, or such other depositary institution hereinafter appointed by the
      Issuer that is a clearing agency registered under the Exchange Act.




“ Event
      of Default ”
      has the
      meaning assigned to it in Section
      6.1 .







15





“ Event
      of Loss ”
      means
      (i) the loss of destruction of or damage to any Collateral or Real Property
      Collateral, (ii) the condemnation, seizure, confiscation, requisition
      of
      the use or taking by exercise of the power of eminent domain or otherwise of
      any
      Collateral or Real Property Collateral or (iii) any consensual settlement
      in lieu of any event listed in clause (ii), in each case whether in a single
      event or a series of related events, that results in Net Cash Proceeds from
      all
      sources in excess of $5.0 million.




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




“ Fair
      Market Value ”
      means,
      with respect to any asset, the price (after taking into account any liabilities
      relating to such assets) which could be negotiated in an arm’s-length free
      market transaction, for cash, between a willing seller and a willing and able
      buyer, neither of which is under any compulsion to complete the transaction; *provided* ,
      that
      the Fair Market Value of any such asset or assets will be determined
      conclusively by the Board of Directors of the Issuer acting in good faith,
      and
      will 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
      Note ”
      means
      any Note issued in fully-registered certificated form to DTC (or its nominee),
      as depositary for the beneficial owners thereof, which shall be substantially
      in
      the form of Exhibit A ,
      with
      appropriate legends as specified in Section
      2.7 and Exhibit A .




“ Governmental
      Authority ”
      means
      any federal or foreign government, any state or local government or other
      political subdivision thereof or any entity exercising executive, legislative,
      judicial, regulatory or administrative functions of or pertaining to
      government.




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




“ Grantors ”
      means
      the Issuer and the Grantor Subsidiaries.




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




(1)
            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




(2)
            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,







16





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




“ Guaranteed
      Obligations ”
      has the
      meaning assigned to it in Section
      10.1(a) .




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




“ Holder ”
      mean
      that Person in whose name a Note is registered in the Note
      register.




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




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




(1)
            the
                principal amount (or, if less, the accreted value) of all obligations
                of
                such Person for borrowed money;




(2)
            the
                principal amount (or, if less, the accreted value) of all obligations
                of
                such Person evidenced by bonds, debentures, notes or other similar
                instruments;




(3)
            all
                Capitalized Lease Obligations of such
                Person;




(4)
            all
                obligations of such Person issued or assumed as the deferred purchase
                price of property, all conditional sale obligations and all obligations
                under any title retention
                agreement;




(5)
            all
                letters of credit, banker’s acceptances or similar credit transactions,
                including reimbursement obligations in respect
                thereof;




(6)
            Guarantees
                and other contingent obligations of such Person in respect of Indebtedness
                referred to in clauses (1) through (5) above and
                clauses (8) through (9)
                below;




(7)
            all
                Indebtedness of any other Person of the type referred to in
                clauses (1) through (6) which is secured by any Lien
                on any
                property or asset of such Person, the amount of such Indebtedness
                being
                deemed to be the lesser of the Fair Market Value of such property
                or asset
                or the amount of the Indebtedness so
                secured;




(8)
            all
                obligations under Hedging Obligations of such Person;
                and




(9)
            all
                Disqualified Capital Stock issued by such Person with the amount
                of
                Indebtedness represented by such Disqualified Capital Stock being
                equal to
                the greater of its voluntary







17





or
      involuntary liquidation preference and its maximum fixed repurchase price,
      but
      excluding accrued dividends, if any; *provided* ,
      that:




(a)
            if
                the Disqualified Capital Stock does not have a fixed repurchase price,
                such maximum fixed repurchase price will be calculated in accordance
                with
                the terms of the Disqualified Capital Stock as if the Disqualified
                Capital
                Stock were purchased on any date on which Indebtedness will be required
                to
                be determined pursuant to the Indenture,
                and




(b)
            if
                the maximum fixed repurchase price is based upon, or measured by,
                the fair
                market value of the Disqualified Capital Stock, the fair market value
                will
                be the Fair Market Value thereof.




“ Indenture ”
      means
      this Indenture as amended or supplemented from time to time, including the
      Exhibits hereto.




“ Independent
      Financial Advisor ”
      means
      an accounting firm, appraisal firm, investment banking firm or consultant of
      nationally recognized standing that is, in the judgment of the 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 ”
      means
      the stated due date of an installment of interest on the Notes as specified
      in
      the Form of Face of Note contained in Exhibit A .




“ Interest
      Rate Adjustment Certificate ”
      means
      the Certificate attached as Exhibit C to the Master Collateral and Intercreditor
      Agreement, duly executed by the Collateral and Intercreditor Agent.




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




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




(1)
            direct
                or indirect loan, advance or other extension of credit (including,
                without
                limitation, a Guarantee) to any other
                Person,




(2)
            capital
                contribution (by means of any transfer of cash or other property
                to others
                or any payment for property or services for the account or use of
                others)
                to any other Person, or




(3)
            any
                purchase or acquisition by such Person of any Capital Stock, bonds,
                notes,
                debentures or other securities or evidences of Indebtedness issued
                by, any
                other Person.




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







18





For
      purposes of Section
      3.8 ,
      the
      Issuer will be deemed to have made an “Investment” in an Unrestricted Subsidiary
      at the time of its Designation, which will be valued at the Fair Market Value
      of
      the sum of the net assets of such Unrestricted Subsidiary at the time of its
      Designation and the amount of any Indebtedness of such Unrestricted Subsidiary
      owed to the Issuer or any Restricted Subsidiary immediately following such
      Designation. Any property transferred to or from an Unrestricted Subsidiary
      will
      be valued at its Fair Market Value at the time of such transfer. If the Issuer
      or any Restricted Subsidiary sells or otherwise disposes of any Capital Stock
      of
      a Restricted Subsidiary (including any issuance and sale of Capital Stock by
      a
      Restricted Subsidiary) such that, after giving effect to any such sale or
      disposition, such Restricted Subsidiary would cease to be a Subsidiary of the
      Issuer, the Issuer will be deemed to have made an Investment on the date of
      any
      such sale or disposition equal to sum of the Fair Market Value of the Capital
      Stock of such former Restricted Subsidiary held by the 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
      Return ”
      means,
      in respect of any Investment (other than a Permitted Investment) made after
      the
      Issue Date by the Issuer or any Restricted Subsidiary:




(1)
            the
                cash proceeds received by the Issuer upon the sale, liquidation,
                repayment
                or return (in the form of a dividend or otherwise) of such Investment
                or,
                in the case of a Guarantee, the amount of the Guarantee upon the
                unconditional release of the Issuer and its Restricted Subsidiaries
                in
                full, less any payments previously made by the Issuer or any Restricted
                Subsidiary in respect of such
                Guarantee;




(2)
            in
                the case of the Revocation of the Designation of an Unrestricted
                Subsidiary, an amount equal to the lesser
                of:




(a)
            the
                Issuer’s Investment in such Unrestricted Subsidiary at the time of such
                Revocation;




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




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




(3)
            in
                the event the Issuer or any Restricted Subsidiary makes any Investment
                in
                a Person that, as a result of or in connection with such Investment,
                becomes a Restricted Subsidiary, the existing Investment of the Issuer
                and
                its Restricted Subsidiaries in such
                Person,




in
      the
      case of each of (1), (2) and (3), up to the amount of such Investment that
      was
      treated as a Restricted Payment in Section 3.8 less the amount of any previous
      Investment Return in respect of such Investment.







19





“ Issue
      Date ”
      means
      the first date of issuance of Notes under the Indenture.




“ Issue
      Date Notes ”
      means
      the $170,000,000 aggregate principal amount of Notes originally issued on the
      Issue Date, and any replacement Notes issued therefor in accordance with this
      Indenture.




“ Issuer ”
      means
      the party named as such in the introductory paragraph to this Indenture and
      its
      successors and assigns, including any Successor Issuer that becomes such in
      accordance with Article IV .




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




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




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




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




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




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




“ Issuer
      Interest Rate Adjustment Certificate ”
      shall
      mean the certificate of the Issuer delivered to the Collateral and Intercreditor
      Agent and the Trustee pursuant to Section
      6(b )
      of the
      Master Collateral and Intercreditor Agreement.




“ Issuer
      Order ”
      has the
      meaning assigned to it in Section
      2.2(c) .




“ Legal
      Defeasance ”
      has the
      meaning assigned to it in Section
      8.1(b) .




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




“ Master
      Collateral and Intercreditor Agreement ”
      means
      the Master Collateral and Intercreditor Agreement dated as of July 23, 2004,
      among HSBC Bank USA National Association, as collateral and intercreditor agent,
      The Bank of New York, as indenture trustee,







20





the
      Issuer, the Grantor Subsidiaries, and the other Secured Parties (as defined
      therein) becoming party thereto from time to time.




“ Maturity
      Date ”
      means
      July 23, 2011.




“ Mexican
      Income Tax Law ”
      means
      Mexico’s *Ley
      del Impuesto Sobre la Renta* as it
      may be amended from time to time.




“ Mexican
      GAAP ”
      means
      generally accepted accounting principles in Mexico that are in effect as of
      the
      Issue Date.




“ Mexico ”
      means
      the United Mexican States.




“ Moody’s ”
      means
      Moody’s Investors Service, Inc. or any successor to the rating agency business
      thereof.




“ Multilateral
      Financial Institution ”
      means
      any Permitted Multilateral Financial Institution to the extent then lender
      of
      record under a Multilateral Financial Institution Facility.




“ Multilateral
      Financial Institution Facility ”
      means,
      at any date, a single credit facility of the Issuer and/or one or more Note
      Guarantors under which a Permitted Multilateral Financial Institution is the
      lender of record and which shall have an initial Weighted Average Life to
      Maturity of at least two years and an initial aggregate principal amount of
      at
      least $75,000,000, which may include other financial institutions as lenders
      and
      which may be guaranteed by one or more Note Guarantors.




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




(1)
            reasonable
                out-of-pocket expenses and fees relating to such Asset Sale, Collateral
                Asset Sale or Event of Loss (including, without limitation, legal,
                accounting and investment banking fees and sales
                commissions);




(2)
            taxes
                paid or payable in respect of such Asset Sale, Collateral Asset Sale
                or
                Event of Loss after taking into account any reduction in consolidated
                tax
                liability due to available tax credits or deductions and any tax
                sharing
                arrangements;




(3)
            repayment
                of Indebtedness permitted under the Indenture that is required to
                be
                repaid in connection with such Asset Sale (but not a Collateral Asset
                Sale
                or Event of Loss); and




(4)
            solely
                with respect to any Asset Sale or Collateral Asset Sale, appropriate
                amounts to be provided by the Issuer or any Restricted Subsidiary,
                as the
                case may be, as a reserve, in accordance with Mexican GAAP, against
                any
                liabilities associated with such Asset Sale or Collateral Asset Sale
                and
                retained by the Issuer or any Restricted Subsidiary, as the case
                may be,
                after such Asset Sale or Collateral Asset Sale including, without
                limitation,







21





pension
      and other post-employment benefit liabilities, liabilities related to
      environmental matters and liabilities under any indemnification obligations
      associated with such Asset Sale or Collateral Asset Sale, but excluding any
      reserves with respect to Indebtedness.




“ New
      Note Guarantee ”
      has the
      meaning assigned to it in Section
      10.5 .




“ New
      Note Guarantor ”
      has the
      meaning assigned to it in Section
      10.5 .




“ Non-Payment
      Default ”
      means
      any Collateral Event of Default other than a Payment Default.




“ Non-U.S.
      Person ”
      means a
      person who is not a U.S. person, as defined in Regulation S.




“ Note
      Custodian ”
      means
      the custodian with respect to any Global Note appointed by DTC, or any successor
      Person thereto, and shall initially be the Trustee.




“ Note
      Guarantee ”
      means
      any guarantee of the Issuer’s Obligations under the Notes and the Indenture
      provided by a Restricted Subsidiary pursuant to the Indenture.




“ Note
      Guarantor ”
      means
      any Restricted Subsidiary which provides a Note Guarantee pursuant to the
      Indenture until such time as its Note Guarantee is released in accordance with
      the Indenture.




“ Note
      Register ”
      has the
      meaning assigned to it in Section
      2.3(a) .




“ Notes ”
      means
      any of the Issuer’s 10.75% Senior Secured Guaranteed Notes Due 2011 issued and
      authenticated pursuant to this Indenture.




“ Obligations ”
      means,
      with respect to any Indebtedness, any principal, interest (including, without
      limitation, Post-Petition Interest), penalties, fees, indemnifications,
      reimbursements, damages, and other liabilities payable under the documentation
      governing such Indebtedness, including in the case of the Notes and the Note
      Guarantees, the Indenture.




“ Obsolete
      Equipment ”
      shall
      mean any machinery, equipment, furniture, apparatus, tools or implements or
      other similar property that may be defective or may have become worn out or
      obsolete or no longer used or useful in the operations of the Issuer or a
      Grantor Subsidiary, which is permitted to be sold pursuant to the terms of
      this
      Indenture.




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




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




“ 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.







22





“ Outstanding ”
      means,
      as of the date of determination, all Notes theretofore authenticated and
      delivered under this Indenture, *except* :




(i)
      Notes
      theretofore canceled by the Trustee or delivered to the Trustee for
      cancellation;




(ii)
      Notes, or portions thereof, for the payment, redemption or, in the case of
      an
      Asset Sale Offer or Change of Control Offer, purchase of which money in the
      necessary amount has been theretofor deposited with the Trustee or any Paying
      Agent (other than the Issuer, a Note Guarantor or an Affiliate of the Issuer)
      in
      trust or set aside and segregated in trust by the Issuer, a Note Guarantor
      or an
      Affiliate of the Issuer (if the Issuer, a Note Guarantor or such Affiliate
      of
      the Issuer is acting as Paying Agent) for the Holders of such Notes; *provided* that, if
      Notes (or portions thereof) are to be redeemed or purchased, notice of such
      redemption or purchase has been duly given pursuant to this Indenture or
      provision therefor satisfactory to the Trustee has been made;




(iii)
      Notes which have been surrendered pursuant to Section
      2.9 or in
      exchange for or in lieu of which other Notes have been authenticated and
      delivered pursuant to this Indenture, other than any such Notes in respect
      of
      which there shall have been presented to the Trustee proof satisfactory to
      it
      that such Notes are held by a bona fide ** purchaser
      in whose hands such Notes are valid obligations of the Issuer; and




(iv)
      solely to the extent provided in Article VIII ,
      Notes
      which are subject to Legal Defeasance or Covenant Defeasance as provided in Article VIII ;




*provided* , *however* ,
      that in
      determining whether the Holders of the requisite aggregate principal amount
      of
      the Outstanding Notes have given any request, demand, authorization, direction,
      notice, consent or waiver hereunder, Notes owned by the Issuer or any other
      obligor upon the Notes or any Affiliate of the Issuer or of such other obligor
      shall be disregarded and deemed not to be Outstanding, except that, in
      determining whether the Trustee shall be protected in relying upon any such
      request, demand, authorization, direction, notice, consent or waiver, only
      Notes
      which a Trust Officer of the Trustee actually knows to be so owned shall be
      so
      disregarded. Notes 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 Notes and that the
      pledgee is not the Issuer or any other obligor upon the Notes or any Affiliate
      of the Issuer or of such other obligor.




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




“ Paying
      Agent ”
      has the
      meaning assigned to it in Section
      2.3(a) .




“ Payment
      Default ”
      means
      any Collateral Event of Default involving a failure to pay principal or interest
      or any other amount when due following the expiration of any applicable grace
      period under the Notes, Indenture or any Credit Facility.




“ 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.







23





“ Permitted
      Holders ”
      means
      (i) any member of the Board of Directors of Vitro 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
      Indebtedness ”
      has the
      meaning assigned to it in Section
      3.6(2) .




“Permitted
      Investments” means:




(1)
            Investments
                by the Issuer or any Restricted Subsidiary in any Person that is,
                or that
                results in any Person becoming, immediately after such Investment,
                a
                Restricted Subsidiary or constituting a merger or consolidation of
                such
                Person into the Issuer or with or into a Restricted
                Subsidiary;




(2)
            Investments
                by any Restricted Subsidiary in the
                Issuer;




(3)
            Investments
                in cash and Cash Equivalents;




(4)
            any
                extension, modification or renewal of any Investments existing as
                of the
                Issue Date (but not Investments involving additional advances,
                contributions or other investments of cash or property or other increases
                thereof, other than as a result of the accrual or accretion of interest
                or
                original issue discount or payment-in-kind pursuant to the terms
                of such
                Investment as of the Issue Date);




(5)
            Investments
                permitted pursuant toSections
                3.14(b)(ii)andSection
                3.14(b)(v);




(6)
            Investments
                received as a result of the bankruptcy or reorganization of any Person
                or
                taken in settlement of or other resolution of claims or disputes,
                and, in
                each case, extensions, modifications and renewals
                thereof;




(7)
            Investments
                made by the Issuer or its Restricted Subsidiaries as a result of
                non-cash
                consideration permitted to be received in connection with an Asset
                Sale
                made in compliance with Section
                3.9;




(8)
            Investments
                in the form of Hedging Obligations permitted underSection
                3.6(2)(g);




(9)
            Investments
                made solely in the form of common equity of the Issuer constituting
                Qualified Capital Stock;




(10)
            purchases
                of Capital Stock of Vitro in an aggregate amount not to exceed $2
                million
                in any calendar year by a stock incentive plan for the benefit of
                employees of the Issuer and its Subsidiaries;
                and







24





(11)
            other
                Investments in a Person engaged in a Permitted Business not to exceed
                $10
                million at any one time
                outstanding.




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




“ Permitted
      Liens ”
      means
      any of the following:




(1)
            Collateral
                Permitted Liens;




(2)
            Liens
                securing reimbursement obligations with respect to commercial letters
                of
                credit which encumber documents and other property relating to such
                letters of credit and products and proceeds
                thereof;




(3)
            Liens
                securing Hedging Obligations that relate to Indebtedness that is
                Incurred
                in accordance withSection
                3.6and that are secured by the same assets as secure such Hedging
                Obligations;




(4)
            Liens
                existing on the Issue Date and Liens to secure any Refinancing
                Indebtedness which is Incurred to Refinance any Indebtedness which
                has
                been secured by a Lien permitted inSection
                3.13not incurred pursuant to clause (9) or (10) below and which Indebtedness
                has been Incurred in accordance withSection
                3.6;*provided*,
                that such new Liens:




(a)
            are
                no less favorable to the Holders of Notes and are not more favorable
                to
                the lienholders with respect to such Liens than the Liens in respect
                of
                the Indebtedness being Refinanced
                and




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




(5)
            Liens
                securing Acquired Indebtedness Incurred in accordance withSection
                3.6
                not incurred in connection with, or in anticipation or contemplation
                of,
                the relevant acquisition, merger or consolidation;*provided*,
                that




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




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







25





securing
      the Acquired Indebtedness prior to the Incurrence of such Acquired Indebtedness
      by the Issuer or a Restricted Subsidiary;




(6)
            purchase
                money Liens securing Purchase Money Indebtednessor
                a Capitalized Lease Obligation which (i) other than in the case of
                Purchase Money Indebtedness or Capitalized Lease Obligations Incurred
                by a
                Permitted Joint Venture, shall not exceed $50millionin
                the aggregate outstanding at any one timeunder this clause (6), and (ii) are Incurred to finance the acquisition
                or
                leasing of property of the Issuer or a Restricted Subsidiary used
                in a
                Permitted Business;*provided*,
                that:




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




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




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




(7)
            Liens
                securing Indebtedness not to exceed $25 million outstanding at any
                one
                time;




(8)
            Liens
                on accounts receivable and related assets granted in connection with
                a
                Qualified Receivables Transaction;




(9)
            Liens
                on assets or property of Comegua or its Subsidiaries securing Indebtedness
                of Comegua or its Subsidiaries; and




(10)
            Liens
                securing the obligations of the Issuer or any Restricted Subsidiary
                pursuant to agreements for indemnification, adjustment of purchase
                price
                or similar obligations, or from Guarantees, letters of credit, escrows
                or
                other similar instruments, in any case Incurred in connection with
                the
                disposition of any business, assets or Restricted Subsidiary, in
                a
                principal amount not to exceed the sales price (including the assumption
                of Indebtedness) in connection with such
                disposition.




“ Permitted
      Multilateral Financial Institution ”
      means
      any single multilateral financial institution established under international
      law by articles of agreement among its member governments (which shall include
      both the United States of America and Mexico), including any of (i) the
      Inter-American Development Bank, (ii) the International Finance Corporation
      or (iii) any other multilateral financial institution approved by the Holders
      of
      at least a majority in principal amount of the Outstanding Notes.




“ Permitted
      Secured Obligations ”
      means,
      without duplication, any (1) Senior Indebtedness under any Senior Credit
      Facilities and any Working Capital Facilities and (2) Trade Payables of the
      Issuer or the Note Guarantors, in each case that rank pari passu with the Notes
      and/or the relevant Note Guarantees, the holders of which have become parties
      to
      the Master Collateral and Intercreditor Agreement in compliance with Section
      7
      thereof, and are subject to







26





the
      terms
      thereof, and the principal amount of which, in each case, does not exceed the
      maximum amounts permitted to be secured by Liens in the Collateral in respect
      of
      the Senior Credit Facility, Working Capital Facilities or the Trade Payables,
      as
      the case may be, each as set forth in the Master Collateral and Intercreditor
      Agreement. Permitted Secured Obligations shall also include any Post-Petition
      Interest.




“ Permitted
      Trade Agreement ”
      means a
      written agreement (including a purchase order) entered into by any one or more
      of the Issuer and the Note Guarantors with a supplier of goods or services
      to
      the Issuer or such Note Guarantor and pursuant to which Trade Payables are
      generated from time to time, as such agreement is amended, supplemented,
      modified, extended, renewed, restated or refunded in whole or in part from
      time
      to time.




“ Person ”
      means
      an individual, partnership, limited partnership, corporation, company, limited
      liability company, unincorporated organization, trust or joint venture, or
      a
      government, governmental agency or political subdivision thereof.




“ Pesos ”
      means
      the lawful currency of Mexico.




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




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




“ Private
      Placement Legend ”
      has the
      meaning assigned to it in Section
      2.7(b) .




“ Public
      Equity Offering ” means
      an
      underwritten public offering of Qualified Capital Stock of the Issuer pursuant
      to a registration statement (other than a registration statement filed on Form
      S-4, S-8 or F-4) filed with the SEC in accordance with the Securities
      Act.




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




“ QIB ”
      means
      any “qualified institutional buyer” (as defined in Rule 144A).




“ Qualified
      Capital Stock ”
      means
      any Capital Stock that is not Disqualified Capital Stock and any warrants,
      rights or options to purchase or acquire Capital Stock that is not







27





Disqualified
      Capital Stock that are not convertible into or exchangeable into Disqualified
      Capital Stock.




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




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




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




“ Record
      Date ”
      has the
      meaning assigned to it in the Form of Face of Note contained in Exhibit A .




“ Redemption
      Date ”
      means,
      with respect to any redemption of Notes, the date fixed for such redemption
      pursuant to this Indenture and the Notes.




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




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




(1)
            the
                aggregate principal amount (or initial accreted value, if applicable)
                of
                such new Indebtedness as of the date of such proposed Refinancing
                does not
                exceed the aggregate principal amount (or accreted value as of such
                date,
                if applicable) of the Indebtedness being Refinanced (plus the amount
                of
                any premium required to be paid under the terms of the instrument
                governing such Indebtedness and the amount of reasonable expenses
                incurred
                by the Issuer in connection with such Refinancing); or




(2)
            such
                new Indebtedness has:




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




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







28





(3)
            if
                the Indebtedness being Refinanced
                is:




(a)
            Indebtedness
                of the Issuer, then such Refinancing Indebtedness will be Indebtedness
                of
                the Issuer,****and




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




“ Registrar ”
      has the
      meaning assigned to it in Section
      2.3(a) .




“ Regulation S ”
      means
      Regulation S under the Securities Act or any successor
      regulation.




“ Regulation S
      Global Note ”
      has the
      meaning assigned to it in Section
      2.1(e) .




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




“ Representatives ”
      means
      any representative on behalf of the creditors under the Permitted Secured
      Obligations, together with any representative on behalf of the creditors under
      any Credit Facility together with the Trustee and the Multilateral Financial
      Institution under any Multilateral Financial Institution Facility.




“ Resale
      Restriction Termination Date ”
      means,
      (i) for any Restricted Note (or beneficial interest therein) that is not a
      Regulation S Global Note, two years (or such other period specified in
      Rule 144(k)) from the Issue Date or, if any Additional Notes that are
      Restricted Notes (other than Regulation S Global Notes) have been issued before
      the Resale Restriction Termination Date for any such Restricted Notes, from
      the
      latest such original issue date of such Additional Notes, or (ii) for any
      Restricted Note that is a Regulation S Global Note, the date on which the
      Distribution Compliance Period therefor is terminated.




“ Restricted
      Note ”
      means
      any Issue Date Note (or beneficial interest therein) or any Additional Note
      (or
      beneficial interest therein), until such time as:




(i)
      the
      Resale Restriction Termination Date therefor has passed; or




(ii)
      the
      Private Placement Legend therefor has otherwise been removed pursuant to Section
      2.8(d) or, in
      the case of a beneficial interest in a Global Note, such beneficial







29





interest
      has been exchanged for an interest in a Global Note not bearing a Private
      Placement Legend.




“ Restricted
      Payment ”
      has the
      meaning set forth under Section
      3.8 .




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




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




“ Rule 144 ”
      means
      Rule 144 under the Securities Act (or any successor rule).




“ Rule 144A ”
      means
      Rule 144A under the Securities Act (or any successor rule).




“ Rule 144A
      Global Note ”
      has the
      meaning assigned to it in Section
      2.1(d) .




“ 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 such Restricted Subsidiary to such Person or to any other Person
      by whom funds have been or are to be advanced on the security of such Property.




“ S&P ”
      means
      Standard & Poor’s Corporation or any successor to the rating agency business
      thereof.




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




“ Secured
      Parties ”
      means
      the Collateral and Intercreditor Agent, the Voting Creditors, the Trade Payable
      Creditors and the Representatives.




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




“ Senior
      Credit Facilities ”
      means (i)
      one
      or more bank credit facilities of the Issuer or any Note Guarantor, which may
      be
      guaranteed by one or more Note Guarantors, with an initial Weighted Average
      Life
      to Maturity of at least two years and any other bank credit facility of the
      Issuer or any Note Guarantor, which may be guaranteed by one or more Note
      Guarantors, with an initial Weighted Average Life to Maturity of at least two
      years replacing or refinancing any such bank credit facilities and (ii) any
      Multilateral Financial Institution Facility.




“ Senior
      Indebtedness ” means
      (a)
      in respect of the Issuer, the Notes and any other Indebtedness of the Issuer
      that ranks equal in right of payment with the Notes and (b) in respect of any
      Note Guarantor, its Note Guarantee and any other Indebtedness that ranks equal
      in right of payment with such Note Guarantee.







30





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




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




“ Special
      Record Date ”
      has the
      meaning assigned to it in Section
      2.12(a) .




“ Stated
      Maturity ”
      means,
      with respect to any security, the date specified in such security as the fixed
      date on which the final payment of principal of such security is due and
      payable, including pursuant to any mandatory redemption provision (but excluding
      any provision providing for the repurchase of such security at the option of
      the
      holder thereof upon the happening of any contingency unless such contingency
      has
      occurred).




“ Subordinated
      Indebtedness ”
      means,
      with respect to the Issuer or any Note Guarantor, any Indebtedness of the Issuer
      or such Note Guarantor which is expressly subordinated in right of payment
      to
      the Notes or the relevant Note Guarantee, as the case may be.




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




“ Successor
      Issuer ”
      has the
      meaning assigned to it in Section
      4.1(a)(i)(B) .




“ Taxes ”
      has the
      meaning assigned to it in Section
      3.17(a) .




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




“ TIA ”
      or
“ Trust
      Indenture Act ”
      means
      the U.S. Trust Indenture Act of 1939, as amended, as in effect on the date
      of
      this Indenture (except as otherwise provided in this Indenture).




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




“ Trustee ”
      means
      the party named as such in the introductory paragraph of this Indenture until
      a
      successor replaces it in accordance with the terms of this Indenture and,
      thereafter, means the successor.




“ Trust
      Officer ”
      means,
      when used with respect to the Trustee, any officer within the corporate trust
      department of the Trustee, including any vice president, assistant vice
      president, assistant secretary, assistant treasurer, trust officer or any other
      officer of the Trustee







31





who
      customarily performs 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 such person’s knowledge of and familiarity with
      the particular subject and who shall have direct responsibility for the
      administration of this Indenture.




“ UDIs ”
      means *Unidades
      de Inversión* ,
      units
      indexed to Mexican inflation which may be converted into Pesos at the rate
      of
      conversion determined by the Central Bank of Mexico from time to time and
      published in the *Diario
      Oficial de la Federacion* .




“ Unrestricted
      Subsidiary ”
      means
      any Subsidiary of the Issuer Designated as such pursuant to Section
      3.11 .
      Any
      such Designation may be revoked by a Board Resolution of the Issuer, subject
      to
      the provisions of Section
      3.11 .




“ U.S.
      GAAP ”
      means
      generally accepted accounting principles in the United States that are in effect
      on the Issue Date.




“ U.S.
      Government Obligations ”
      means
      direct obligations (or certificates representing an ownership interest in such
      obligations) of the United States of America (including any agency or
      instrumentality thereof) for the payment of which the full faith and credit
      of
      the United States of America is pledged and which are not callable or redeemable
      at the Issuer’s option.




“ U.S.
      Legal Tender ”
      means
      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.




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




“ Vitro
      Packaging ”
      means
      Vitro Packaging, Inc.




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




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




“ Voting
      Creditors ”
      means
      the holders of the Notes and the lenders under the Credit
      Facilities.




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




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







32





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




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




(a)
            the
                amount of each then remaining installment, sinking fund, serial maturity
                or other required payment of principal or liquidation preference,
                as the
                case may be, including payment at final maturity, in respect thereof,
                by




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




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




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




“ Working
      Capital Facilities ”
      means
      Senior Indebtedness of one or more of the Issuer and the Note Guarantors under
      one or more working capital credit facilities entered into with one or more
      Mexican or international financial institutions that are not Affiliates of
      the
      Issuer at any time prior to or after the date of issuance of the Notes.




Section
      1.2  Rules
      of Construction . Unless the context otherwise requires:




(1)
      a
      term has the meaning assigned to it;




(2)
      an
      accounting term not otherwise defined has the meaning assigned to it in
      accordance with Mexican GAAP;




(3)
“or”
      is not exclusive;




(4)
      “including” means including without limita tion;




(5)
      words
      in the singular include the plural and words in the plural include the
      singular;




(6)
      references to the payment of principal of the Notes shall include applicable
      premium, if any; and




(7)
      references to payments on the Notes shall include Additional Amounts and
      additional interest, if any.










33





**ARTICLE
        II**




Section
      2.1  Form
      and Dating .




(a)  The
      Issue
      Date Notes are being originally offered and sold by the Issuer pursuant to
      a
      Purchase Agreement, dated as of July 16, 2004, between the Issuer and Citigroup
      Global Markets Inc. The Notes will be issued in fully-registered certificated
      form without coupons, and only in minimum denominations of $1,000 and any
      integral multiple of $1,000 in excess thereof. The Notes and the Trustee’s
      certificate of authentication shall be substantially in the form of Exhibit A .




(b)  The
      terms
      and provisions of the Notes, the form of which is in Exhibit A ,
      shall
      constitute, and are hereby expressly made, a part of this Indenture, and, to
      the
      extent applicable, the Issuer, the Note Guarantors and the Trustee, by their
      execution and delivery of this Indenture expressly agree to such terms and
      provisions and to be bound thereby. Except as otherwise expressly permitted
      in
      this Indenture, all Notes shall be identical in all respects. Notwithstanding
      any differences among them, all Notes issued under this Indenture shall vote
      and
      consent together on all matters as one class.




(c)  The
      Notes
      may have notations, legends or endorsements as specified in Section
      2.7 or as
      otherwise required by law, stock exchange rule or DTC rule or usage. The Issuer
      shall approve the form of the Notes and any notation, legend or endorsement
      on
      them. Each Note shall be dated the date of its authentication.




(d)  Notes
      originally offered and sold to QIBs in reliance on Rule 144A will be
      issued
      in the form of one or more permanent Global Notes (each, a “ Rule 144A
      Global Note ”).




(e)  Notes
      originally offered and sold outside the United States of America will be issued
      in the form of one or more permanent Global Notes (each, a “ Regulation S
      Global Note ”).




Section
      2.2  Execution
      and Authentication .




(a)  Two
      Officers or authorized signatories, shall sign the Notes for the Issuer by
      manual or facsimile signature. If an Officer or authorized signatory whose
      signature is on a Note no longer holds that office at the time the Trustee
      authenticates the Note, the Note shall be valid nevertheless.




(b)  A
      Note
      shall not be valid until an authorized signatory of the Trustee manually
      authenticates the Note. The signature of the Trustee on a Note shall be
      conclusive evidence that such Note has been duly and validly authenticated
      and
      issued under this Indenture.




(c)  At
      any
      time and from time to time after the execution and delivery of this Indenture,
      the Trustee shall authenticate and make available for delivery Notes upon a
      written order of the Issuer signed by two Officers or by an Officer and either
      an Assistant Treasurer or







34





an
      Assistant Secretary of the Issuer (the “ Issuer
      Order ”).
      An
      Issuer Order shall specify the amount
      of
      the Notes to be authenticated and the date on which the original issue of Notes
      is to beauthenticated.
      The
      aggregate principal amount of Notes that may be authenticated and delivered
      under this Indenture is limited to $250,000,000.   (d)  The
        Trustee may appoint an agent (the “ Authenticating
        Agent ”)
        reasonably acceptable to the Issuer to authenticate the Notes. Unless limited
        by
        the terms of such appointment, any such Authenticating Agent may authenticate
        Notes whenever the Trustee may do so. Each reference in this Indenture to
        authentication by the Trustee includes authentication by the Authenticating
        Agent.
  (e)  In
        case a
        Successor Issuer has executed an indenture supplemental hereto with the Trustee
        pursuant to Article IV ,
        any of
        the Notes authenticated or delivered prior to such transaction may, from
        time to
        time, at the request of the Successor Issuer, be exchanged for other Notes
        executed in the name of the Successor Issuer with such changes in phraseology
        and form as may be appropriate, but otherwise identical to the Notes surrendered
        for such exchange and of like principal amount; and the Trustee, upon Issuer
        Order of the Successor Issuer, shall authenticate and deliver Notes as specified
        in such order for the purpose of such exchange. If Notes shall at any time
        be
        authenticated and delivered in any new name of a Successor Issuer pursuant
        to
        this Section
        2.2 in
        exchange or substitution for or upon registration of transfer of any Notes,
        such
        Successor Issuer, at the option of the Holders but without expense to them,
        shall provide for the exchange of all Notes at the time Outstanding for Notes
        authenticated and delivered in such new name.
  Section
        2.3  Registrar
        and Paying Agent .
  (a)  The
        Trustee shall maintain an office or agency in the Borough of Manhattan, City
        of
        New York, where Notes may be presented or surrendered for registration of
        transfer or for exchange (the “ Registrar ”),
        where
        Notes may be presented for payment (the “ Paying
        Agent ”)
        and
        for the service of notices and demands to or upon the Issuer in respect of
        the
        Notes and this Indenture. The Registrar shall keep a register of the Notes
        and
        of their transfer and exchange (the “ Note
        Register ”).
        The
        Issuer may have one or more co-Registrars and one or more additional paying
        agents. The term “ Paying
        Agent ”
        includes any additional paying agent.
  (b)  The
        Issuer shall enter into an appropriate agency agreement with any Registrar,
        Paying Agent or co-Registrar not a party to this Indenture. The agreement
        shall
        implement the provisions of this Indenture that relate to such agent. The
        Issuer
        shall notify the Trustee of the name and address of each such agent. If the
        Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act
        as
        such and shall be entitled to appropriate compensation therefor pursuant
        to Section
        7.7 .
        The
        Issuer or any Note Guarantor may act as Paying Agent, Registrar, co-Registrar
        or
        transfer agent.
  (c)  The
        Issuer initially appoints the Trustee, at its Corporate Trust Office, as
        Registrar and Paying Agent, in each case until such time as another Person
        is
        appointed as such.
   35
  Section
        2.4  Paying
        Agent to Hold Money in Trust . The
        Issuer shall require each Paying Agent (other than the Trustee) to agree
        in
        writing that such Paying Agent shall hold in trust for the benefit of Holders
        or
        the Trustee all money held by such Paying Agent for the payment of principal
        of
        or interest on the Notes and shall notify the Trustee in writing of any Default
        by the Issuer or any Note Guarantor in making any such payment. If the Issuer
        or
        any Note Guarantor or an Affiliate of the Issuer or any Note Guarantor acts
        as
        Paying Agent, it shall segregate the money held by it as Paying Agent and
        hold
        it as a separate trust fund. The Issuer at any time may require a Paying
        Agent
        (other than the Trustee) to pay all money held by it to the Trustee and to
        account for any funds disbursed by such Paying Agent. Upon complying with
        this Section
        2.4 ,
        the
        Paying Agent (if other than the Issuer or a Note Guarantor) shall have no
        further liability for the money delivered to the Trustee. Upon any proceeding
        under any Bankruptcy Law with respect to the Issuer or any Note Guarantor,
        if
        the Issuer or a Note Guarantor is then acting as Paying Agent, the Trustee
        shall
        replace the Issuer or such Note Guarantor as Paying Agent.
  Section
        2.5  Holder
        Lists . The
        Trustee shall preserve in as current a form as is reasonably practicable
        the
        most recent list available to it of the names and addresses of Holders. If
        the
        Trustee is not the Registrar, the Issuer shall furnish to the Trustee, in
        writing at least seven Business Days before each Interest Payment Date and
        at
        such other times as the Trustee may request in writing, a list in such form
        and
        as of such date as the Trustee may reasonably require of the names and addresses
        of Holders.
  Section
        2.6 Global
        Note Provisions .
  (a)  Each
        Global Note initially shall: (i) be registered in the name of DTC
        or the
        nominee of DTC, (ii) be delivered to the Note Custodian, and
        (iii) bear the appropriate legend, as set forth in Section
        2.7 and Exhibit A .
        Any
        Global Note may be represented by more than one certificate. The aggregate
        principal amount of each Global Note may from time to time be increased or
        decreased by adjustments made on the records of the Note Custodian, as provided
        in this Indenture.
  (b)  Except
        as
        provided in Section
        2.6(c)(ii)(B) ,
        members
        of, or participants in, DTC (“ Agent
        Members ”)
        shall
        have no rights under this Indenture with respect to any Global Note held
        on
        their behalf by DTC or by the Note Custodian under such Global Note, and
        DTC may
        be treated by the Issuer, the Trustee, the Paying Agent and the Registrar
        and
        any of their agents as the absolute owner of such Global Note for all purposes
        whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the
        Issuer, the Trustee, the Paying Agent or the Registrar or any of their agents
        from giving effect to any written certification, proxy or other authorization
        furnished by DTC or impair, as between DTC and its Agent Members, the operation
        of customary practices of DTC governing the exercise of the rights of an
        owner
        of a beneficial interest in any Global Note. The registered Holder of a Global
        Note may grant proxies and otherwise authorize any person, including Agent
        Members and persons that may hold interests through Agent Members, to take
        any
        action that a Holder is entitled to take under this Indenture or the
        Notes.
  (c)  Except
        as
        provided below, owners of beneficial interests in Global Notes will not be
        entitled to receive Certificated Notes.
  
 36
 
 (i)  Certificated
        Notes shall be issued to all owners of beneficial interests in a Global Note
        in
        exchange for such interests if:
  (A)  DTC
        notifies the Issuer that it is unwilling or unable to continue as depositary
        for
        such Global Note or DTC ceases to be a clearing agency registered under the
        Exchange Act, at a time when DTC is required to be so registered in order
        to act
        as depositary, and in each case a successor depositary is not appointed by
        the
        Issuer within 90 days of such notice,
  (B)  the
        Issuer executes and delivers to the Trustee and Registrar an Officers’
        Certificate stating that such Global Note shall be so exchangeable,
        or
  (C)  an
        Event
        of Default has occurred and is continuing and the Registrar has received
        a
        request from DTC.
  In
        connection with the exchange of an entire Global Note for Certificated Notes
        pursuant to this paragraph (c), such Global Note shall be deemed to
        be
        surrendered to the Trustee for cancellation, and the Issuer shall execute,
        and
        upon Issuer Order the Trustee shall authenticate and deliver, to each beneficial
        owner identified by DTC in exchange for its beneficial interest in such Global
        Note, an equal aggregate principal amount of Certificated Notes of authorized
        denominations.
  (ii)  The
        owner
        of a beneficial interest in a Global Note will be entitled to receive a
        Certificated Note in exchange for such interest if an Event of Default has
        occurred and is continuing.
  (A)  Upon
        receipt by the Note Custodian and Registrar of instructions from the Holder
        of a
        Global Note directing the Note Custodian and Registrar to (x) issue one or
        more
        Certificated Notes in the amounts specified to the owner of a beneficial
        interest in such Global Note and (y) debit or cause to be debited an equivalent
        amount of beneficial interest in such Global Note, subject to the rules and
        procedures of DTC:
  (i)  the
        Note
        Custodian and Registrar shall notify the Issuer and the Trustee of such
        instructions, identifying the owner and amount of such beneficial interest
        in
        such Global Note;
  (ii)  the
        Issuer shall promptly execute, and upon Issuer Order the Trustee shall
        authenticate and deliver, to such beneficial owner Certificated Note(s) in
        an
        equivalent amount to such beneficial interest in such Global Note;
        and
  (iii)  the
        Note
        Custodian and Registrar shall decrease such Global Note by such amount in
        accordance with the foregoing.
  (B)  In
        the
        event that the Certificated Notes are not issued to each such beneficial
        owner
        promptly after the Registrar has received a request
  
 37
 
 from
        the
        Holder of a Global Note to issue such Certificated Notes, the Issuer expressly
        acknowledges, with respect to the right of any Holder to pursue a remedy
        pursuant to Section
        6.6 or Section
        6.7 ,
        the
        right of any beneficial holder of Notes to pursue such remedy with respect
        to
        the portion of the Global Note that represents such beneficial holder’s Notes as
        if such Certificated Notes had been issued.
  Section
        2.7  Legends .
  (a)  Each
        Global Note shall bear the global note legend specified therefor in Exhibit A on the
        face thereof.
  (b)  Each
        Restricted Note shall bear the private placement legend specified therefor
        in Exhibit A on the
        face thereof (the “ Private
        Placement Legend ”).
  Section
        2.8  Transfer
        and Exchange .
  (a)  The
        following provisions shall apply with respect to any proposed transfer of
        an
        interest in a Rule 144A Global Note that is a Restricted Note: If
        (1) the owner of a beneficial interest in a Rule 144A Global
        Note
        wishes to transfer such interest (or portion thereof) to a Non-U.S. Person
        pursuant to Regulation S and (2) such Non-U.S. Person wishes
        to hold
        its interest in the Notes through a beneficial interest in the Regulation S
        Global Note, (x) upon receipt by the Note Custodian and Registrar
        of:
  (i)  written
        instructions from the Holder of the Rule 144A Global Note directing
        the
        Note Custodian and Registrar to credit or cause to be credited a beneficial
        interest in the Regulation S Global Note equal to the principal amount
        of
        the beneficial interest in the Rule 144A Global Note to be transferred,
        and
  (ii)  a
        certificate in the form of Exhibit
        C from the
        transferor,
  and
        (y) subject to the rules and procedures of DTC, the Note Custodian
        and
        Registrar shall increase the Regulation S Global Note and decrease
        the Rule
        144A Global Note by such amount in accordance with the foregoing.
  (b)  If
        the
        owner of an interest in a Regulation S Global Note wishes to transfer
        such
        interest (or any portion thereof) to a QIB pursuant to Rule 144A prior
        to
        the expiration of the Distribution Compliance Period therefor, (x) upon
        receipt by the Note Custodian and Registrar of:
  (i)  written
        instructions from the Holder of the Regulation S Global Note directing
        the
        Note Custodian and Registrar to credit or cause to be credited a beneficial
        interest in the Rule 144A Global Note equal to the principal amount
        of the
        beneficial interest in the Regulation S Global Note to be transferred,
        and
  (ii)  a
        certificate in the form of Exhibit
        B duly
        executed by the transferor,
  
 38
 
 and
        (y) in accordance with the rules and procedures of DTC, the Note Custodian
        and Registrar shall increase the Rule 144A Global Note and decrease
        the
        Regulation S Global Note by such amount in accordance with the
        foregoing.
  (c)  Other
        Transfers .
        Any
        transfer of Restricted Notes not described above (other than a transfer of
        a
        beneficial interest in a Global Note that does not involve an exchange of
        such
        interest for a Certificated Note or a beneficial interest in another Global
        Note, which must be effected in accordance with applicable law and the rules
        and
        procedures of DTC, but is not subject to any procedure required by this
        Indenture) shall be made only upon receipt by the Registrar of such opinions
        of
        counsel, certificates and/or other information reasonably required by and
        satisfactory to it in order to ensure compliance with the Securities Act
        or in
        accordance with paragraph (d) of this Section
        2.8 .
  (d)  Use
        and Removal of Private Placement Legends .
        Upon
        the transfer, exchange or replacement of Notes (or beneficial interests in
        a
        Global Note) not bearing (or not required to bear upon such transfer, exchange
        or replacement) a Private Placement Legend, the Note Custodian and Registrar
        shall exchange such Notes (or beneficial interests) for beneficial interests
        in
        a Global Note (or Certificated Notes if they have been issued pursuant to Section
        2.6(c) )
        that
        does not bear a Private Placement Legend. Upon the transfer, exchange or
        replacement of Notes (or beneficial interests in a Global Note) bearing a
        Private Placement Legend, the Note Custodian and Registrar shall deliver
        only
        Notes (or beneficial interests in a Global Note) that bear a Private Placement
        Legend unless:
  (i)  such
        Notes (or beneficial interests) are transferred pursuant to Rule 144
        upon
        delivery to the Registrar of a certificate of the transferor in the form
        of Exhibit
        D and an
        Opinion of Counsel reasonably satisfactory to the Registrar;
  (ii)  such
        Notes (or beneficial interests) are transferred, replaced or exchanged after
        the
        Resale Restriction Termination Date therefor; or
  (iii)  in
        connection with such transfer, exchange or replacement the Registrar shall
        have
        received an Opinion of Counsel and other evidence reasonably satisfactory
        to it
        to the effect that neither such Private Placement Legend nor the related
        restrictions on transfer are required in order to maintain compliance with
        the
        provisions of the Securities Act.
  The
        Private Placement Legend on any Note shall be removed at the request of the
        Holder on or after the Resale Restriction Termination Date therefor. The
        Holder
        of a Global Note may exchange an interest therein for an equivalent interest
        in
        a Global Note not bearing a Private Placement Legend upon transfer of such
        interest pursuant to any of clauses (i) through (iii) of this
        paragraph (d).
  (e)  Consolidation
        of Global Notes .
        Nothing
        in this Indenture shall provide for the consolidation of any Notes with any
        other Notes to the extent that they constitute, as determined pursuant to
        an
        Opinion of Counsel, different classes of securities for U.S. federal income
        tax
        purposes.
  
 39
 
 (f)  Retention
        of Documents .
        The
        Registrar shall retain copies of all letters, notices and other written
        communications received pursuant to this Article II .
        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.
  (g)  Execution,
        Authentication of Notes, etc.
  (i)  Subject
        to the other provisions of this Section
        2.8 ,
        when
        Notes are presented to the Registrar or a co-Registrar with a request to
        register the transfer of such Notes or to exchange such Notes for an equal
        principal amount of Notes of other authorized denominations, the Registrar
        or
        co-Registrar shall register the transfer or make the exchange as requested
        if
        its requirements for such transaction are met; *provided* that any
        Notes presented or surrendered for registration of transfer or exchange shall
        be
        duly endorsed or accompanied by a written instrument of transfer in form
        satisfactory to the Registrar or co-Registrar, duly executed by the Holder
        thereof or his attorney-in-fact duly authorized in writing. To permit
        registrations of transfers and exchanges and subject to the other terms and
        conditions of this Article II ,
        the
        Issuer will execute and upon Issuer Order the Trustee will authenticate
        Certificated Notes and Global Notes at the Registrar’s or co-Registrar’s
        request.
  (ii)  No
        service charge shall be made to a Holder for any registration of transfer
        or
        exchange, but the Issuer may require payment of a sum sufficient to cover
        any
        transfer tax, assessments, or similar governmental charge payable in connection
        therewith (other than any such transfer taxes, assessments or similar
        governmental charges payable upon exchange or transfer pursuant to Section 3.9 , Section
        3.18 , Section
        5.1 or Section
        9.3 ).
  (iii)  The
        Registrar or co-Registrar shall not be required to register the transfer
        of or
        exchange of any Note for a period beginning: (1) 14 days before the
        mailing
        of a notice of an offer to repurchase or redeem Notes and ending at the close
        of
        business on the day of such mailing or (2) 14 days before an Interest
        Payment Date and ending on such Interest Payment Date.
  (iv)  Prior
        to
        the due presentation for registration of transfer of any Note, the Issuer,
        the
        Trustee, the Paying Agent, the Registrar or any co-Registrar may deem and
        treat
        the person in whose name a Note is registered as the absolute owner of such
        Note
        for the purpose of receiving payment of principal of and interest on such
        Note
        and for all other purposes whatsoever, whether or not such Note is overdue,
        and
        none of the Issuer, the Trustee, the Paying Agent, the Registrar or any
        co-Registrar shall be affected by notice to the contrary.
  (v)  All
        Notes
        issued upon any transfer or exchange pursuant to the terms of this Indenture
        shall evidence the same debt and shall be entitled to the same benefits under
        this Indenture as the Notes surrendered upon such transfer or
        exchange.
  
 40
 
 (h)  No
        Obligation of the Trustee .
  (i)  The
        Trustee shall have no responsibility or obligation to any beneficial owner
        of an
        interest in a Global Note, a member of, or a participant in, DTC or other
        Person
        with respect to the accuracy of the records of DTC or its nominee or of any
        participant or member thereof, with respect to any ownership interest in
        the
        Notes or with respect to the delivery to any participant, member, beneficial
        owner or other Person (other than DTC) of any notice (including any notice
        of
        redemption) or the payment of any amount or delivery of any Notes (or other
        security or property) under or with respect to such Notes. All notices and
        communications to be given to the Holders and all payments to be made to
        Holders
        in respect of the Notes shall be given or made only to or upon the order
        of the
        registered Holders (which shall be DTC or its nominee in the case of a Global
        Note). Except as provided in Section
        2.6(c)(ii)(B) ,
        the
        rights of beneficial owners in any Global Note shall be exercised only through
        DTC subject to the applicable rules and procedures of DTC. The Trustee may
        rely
        and shall be fully protected in relying upon information furnished by DTC
        with
        respect to its members, participants and any beneficial owners.
  (ii)  The
        Trustee shall have no obligation or duty to monitor, determine or inquire
        as to
        compliance with any restrictions on transfer imposed under this Indenture
        or
        under applicable law with respect to any transfer of any interest in any
        Note
        (including any transfers between or among DTC participants, members or
        beneficial owners in any Global Note) other than to require delivery of such
        certificates and other documentation or evidence as are expressly required
        by,
        and to do so if and when expressly required by, the terms of this Indenture,
        and
        to examine the same to determine substantial compliance as to form with the
        express requirements hereof.
  Section
        2.9  Mutilated,
        Destroyed, Lost or Stolen Notes .
  (a)  If
        a
        mutilated Note is surrendered to the Registrar or if the Holder of a Note
        claims
        that the Note has been lost, destroyed or wrongfully taken, the Issuer shall
        execute and upon Issuer Order the Trustee shall authenticate a replacement
        Note
        if, as determined by the Issuer, the requirements of Section 8-405
        of the
        Uniform Commercial Code are met and the Holder satisfies any other reasonable
        requirements of the Trustee. If required by the Trustee or the Issuer, such
        Holder shall furnish an affidavit of loss and indemnity bond sufficient in
        the
        judgment of the Issuer and the Trustee to protect the Issuer, the Trustee,
        the
        Paying Agent, the Registrar and any co-Registrar from any loss that any of
        them
        may suffer if a Note is replaced, and, in the absence of notice to the Issuer
        or
        the Trustee that such Note has been acquired by a protected purchaser, the
        Issuer shall execute and upon Issuer Order the Trustee shall authenticate
        and
        make available for delivery, in exchange for any such mutilated Note or in
        lieu
        of any such destroyed, lost or stolen Note, a new Note of like tenor and
        principal amount, bearing a number not contemporaneously
        Outstanding.
  (b)  Upon
        the
        issuance of any new Note under this Section
        2.9 ,
        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) in connection
        therewith.
  
 41
 
 (c)  Every
        new
        Note issued pursuant to this Section
        2.9 in
        exchange for any mutilated Note, or in lieu of any destroyed, lost or stolen
        Note, shall constitute an original additional contractual obligation of the
        Issuer, any Note Guarantor and any other obligor upon the Notes, whether
        or not
        the mutilated, destroyed, lost or stolen Note shall be at any time enforceable
        by anyone, and shall be entitled to all benefits of this Indenture equally
        and
        proportionately with any and all other Notes duly issued hereunder.
  Section
        2.10  Temporary
        Notes .
        Until
        definitive Notes are ready for delivery, the Issuer may execute and upon
        Issuer
        Order the Trustee will authenticate temporary Notes. Temporary Notes will
        be
        substantially in the form of definitive Notes but may have variations that
        the
        Issuer considers appropriate for temporary Notes. Without unreasonable delay,
        the Issuer will prepare and execute and upon Issuer Order the Trustee will
        authenticate definitive Notes. After the preparation of definitive Notes,
        the
        temporary Notes will be exchangeable for definitive Notes upon surrender
        of the
        temporary Notes at any office or agency maintained by the Issuer for that
        purpose and such exchange shall be without charge to the Holder. Upon surrender
        for cancellation of any one or more temporary Notes, the Issuer will execute
        and
        upon Issuer Order the Trustee will authenticate and make available for delivery
        in exchange therefor one or more definitive Notes representing an equal
        principal amount of Notes. Until so exchanged, the Holder of temporary Notes
        shall in all respects be entitled to the same benefits under this Indenture
        as a
        Holder of definitive Notes.
  Section
        2.11  Cancellation .
        The
        Issuer at any time may deliver Notes to the Trustee for cancellation. The
        Registrar and the Paying Agent shall forward to the Trustee any Notes
        surrendered to them for registration of transfer, exchange or payment. The
        Trustee and no one else shall cancel and dispose of cancelled Notes in
        accordance with its policy of disposal or return to the Issuer all Notes
        surrendered for registration of transfer, exchange, payment or cancellation.
        The
        Issuer may not issue new Notes to replace Notes it has paid or delivered
        to the
        Trustee for cancellation for any reason other than in connection with a transfer
        or exchange upon Issuer Order.
  Section
        2.12 Defaulted
        Interest .
        When
        any installment of interest becomes Defaulted Interest, such installment
        shall
        forthwith cease to be payable to the Holders in whose names the Notes were
        registered on the Record Date applicable to such installment of interest.
        Defaulted Interest (including any interest on such Defaulted Interest) may
        be
        paid by the Issuer, at its election, as provided in Section
        2.12(a) or 2.12(b) .
  (a)  The
        Issuer may elect to make payment of any Defaulted Interest (including any
        interest on such Defaulted Interest) to the Holders in whose names the Notes
        are
        registered at the close of business on a special record date for the payment
        of
        such Defaulted Interest (a “ Special
        Record Date ”),
        which
        shall be fixed in the following manner. The Issuer shall notify the Trustee
        in
        writing of the amount of Defaulted Interest proposed to be paid and the date
        of
        the proposed payment, and at the same time the Issuer shall deposit with
        the
        Trustee an amount of money equal to the aggregate amount proposed to be paid
        in
        respect of such Defaulted Interest or shall make arrangements satisfactory
        to
        the Trustee for such deposit prior to the date of the proposed payment, such
        money when deposited to be held in trust for the benefit of the Holders entitled
        to such Defaulted Interest as provided in this Section
        2.12(a) .
        Thereupon the Trustee shall fix a Special Record Date for the payment of
        such
        Defaulted Interest, which
  
 42
 
 shall
        be
        not more than 15 calendar days and not less than ten calendar days prior
        to the
        date of the proposed payment and not less than ten calendar days after the
        receipt by the Trustee of the notice of the proposed payment. The Trustee
        shall
        promptly notify the Issuer of such Special Record Date and, in the name and
        at
        the expense of the Issuer, shall cause notice of the proposed payment of
        such
        Defaulted Interest and the Special Record Date therefor to be sent, first-class
        mail, postage prepaid, to each Holder at such Holder’s address as it appears in
        the registration books of the Registrar, not less than ten calendar days
        prior
        to such Special Record Date. Notice of the proposed payment of such Defaulted
        Interest and the Special Record Date therefor having been mailed as aforesaid,
        such Defaulted Interest shall be paid to the Holders in whose names the Notes
        are registered at the close of business on such Special Record Date and shall
        no
        longer be payable pursuant to Section
        2.12(b) .
  (b)  Alternatively,
        the Issuer may make payment of any Defaulted Interest (including any interest
        on
        such Defaulted Interest) in any other lawful manner not inconsistent with
        the
        requirements of any securities exchange, if any, on which the Notes may be
        listed, and upon such notice as may be required by such exchange, if, after
        notice given by the Issuer to the Trustee of the proposed payment pursuant
        to
        this Section
        2.12(b) ,
        such
        manner of payment shall be deemed practicable by the Trustee.
  Section
        2.13  Additional
        Notes .
        The Issuer may,
        from time to time, subject to compliance with any other applicable provisions
        of
        this Indenture, without the consent of the Holders, create and issue pursuant
        to
        this Indenture additional notes (“ Additional
        Notes ”)
        having
        terms and conditions set forth in Exhibit A identical to those of the other Outstanding Notes, except that Additional
        Notes:
  (i)
        may
        have a different issue date from other Outstanding Notes;
  (ii)
        may
        have a different amount of interest payable on the first Interest Payment
        Date
        after issuance than is payable on other Outstanding Notes; and
  (iii)
        may
        have terms specified in the Additional Note Board Resolution or Additional
        Note
        Supplemental Indenture for such Additional Notes making appropriate adjustments
        to this Article II and Exhibit A (and
        related definitions) applicable to such Additional Notes in order to conform
        to
        and ensure compliance with the Securities Act (or other applicable securities
        laws) and any registration rights or similar agreement applicable to such
        Additional Notes, which are not adverse in any material respect to the Holder
        of
        any Outstanding Notes (other than such Additional Notes).
  Section
        2.14  Ranking;
        Security for and Parity of Notes .
        All
        Notes issued and Outstanding hereunder rank on a parity with each other Note,
        and each Note shall be secured equally and ratably by this Indenture and
        the
        Collateral Documents with each other Note, without preference, priority or
        distinction of any one thereof over any other by reason of difference in
        time of
        issuance or otherwise, and each Note shall be entitled to the same benefits
        and
        security in this Indenture and the Collateral Documents as each other Note.
        The
        Issuer shall be responsible for the continued maintenance, priority and
        perfection of such security interest as set forth in the Collateral Documents.
   
 43
 
 **ARTICLE
        III**
 COVENANTS
  Section
        3.1  Payment
        of Notes . The
        Issuer shall pay the principal of and interest (including Defaulted Interest)
        on
        the Notes in U.S. Legal Tender on the dates and in the manner provided in
        the
        Notes and in this Indenture. Unless otherwise permitted under the Notes,
        prior
        to 10:00 a.m. New York City time on each Interest Payment Date and
        the
        Maturity Date, the Issuer shall deposit with the Paying Agent in immediately
        available funds U.S. Legal Tender sufficient to make cash payments due on
        such
        Interest Payment Date or Maturity Date, as the case may be. If the Issuer,
        a
        Note Guarantor or an Affiliate of the Issuer or a Note Guarantor is acting
        as
        Paying Agent, the Issuer, such Note Guarantor or such Affiliate shall, prior
        to
        10:00 a.m. New York City time on each Interest Payment Date and the
        Maturity Date, segregate and hold in trust U.S. Legal Tender sufficient to
        make
        cash payments due on such Interest Payment Date or Maturity Date, as the
        case
        may be. Principal and interest shall be considered paid on the date due if
        on
        such date the Trustee or the Paying Agent (other than the Issuer, a Note
        Guarantor or an Affiliate of the Issuer or a Note Guarantor) holds in accordance
        with this Indenture U.S. Legal Tender designated for and sufficient to pay
        all
        principal and interest then due and the Trustee or the Paying Agent, as the
        case
        may be, is not prohibited from paying such money to the Holders on that date
        pursuant to the terms of this Indenture.
  Section
        3.2  Interest
        Rate Adjustment .
        Commencing on the date that is 151 days from the Issue Date, the Notes shall
        bear interest at a rate of 0.50% per annum in excess of the interest rate
        shown
        in the Notes, unless and until the date on which the Trustee shall have received
        both (i) a duly executed Interest Rate Adjustment Certificate and (ii) a
        duly
        executed Issuer Interest Rate Adjustment Certificate. The Trustee shall provide
        notice to the Holders (i) promptly upon the satisfaction of these conditions,
        and (ii) promptly following such 151 st day, in
        the event both conditions have not been satisfied.
  Section
        3.3  Maintenance
        of Office or Agency .
  (a)  The
        Issuer shall maintain each office or agency required under Section
        2.3 ,
        if any.
        The Issuer will give prompt written notice to the Trustee of any change in
        the
        location of any such office or agency. If at any time the Issuer shall fail
        to
        maintain any such required office or agency or shall fail to furnish the
        Trustee
        with the address thereof in writing, such presentations, surrenders, notices
        and
        demands may be made or served at the Corporate Trust Office of the Trustee,
        and
        the Issuer hereby appoints the Trustee as its agent to receive all such
        presentations, surrenders, notices and demands.
  (b)  The
        Issuer may also from time to time designate one or more other offices or
        agencies (in or outside of The City of New York) where the Notes may be
        presented or surrendered for any or all such purposes and may from time to
        time
        rescind any such designation; *provided* , *however* ,
        that no
        such designation or rescission shall in any manner relieve the Issuer of
        its
        obligation to maintain an office or agency in The City of New York, for such
        purposes. The Issuer will give prompt written notice to the Trustee of any
        such
        designation or rescission and any change in the location of any such other
        office or agency.
   44
  Section
        3.4  Compliance
        Certificate .
        The
        Issuer and each Note Guarantor shall deliver to the Trustee within 90 days
        after
        the end of each fiscal year of the Issuer an Officer’s Certificate stating that
        in the course of the performance by the signers of their duties as Officers
        of
        the Issuer or such Note Guarantor, as the case may be, they would normally
        have
        knowledge of any Default or Event of Default and whether or not the signers
        know
        of any Default or Event of Default that occurred during such period. If they
        do,
        the certificate shall describe the Default or Event of Default, its status
        and
        what action the Issuer or such Note Guarantor is taking or proposes to take
        with
        respect thereto.
  Section
        3.5  Waiver
        of Stay, Extension or Usury Laws .
        The
        Issuer and each Note Guarantor covenants (to the fullest extent permitted
        by
        applicable law) that it will not at any time insist upon, plead, or in any
        manner whatsoever claim or take the benefit or advantage of, any stay or
        extension law or any usury law or other law that would prohibit or forgive
        the
        Issuer or such Note Guarantor from paying all or any portion of the principal
        of
        or interest on the Notes 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. The Issuer and each Note Guarantor hereby expressly waives
        (to
        the fullest extent permitted by applicable law) all benefit or advantage
        of any
        such law, and covenants that it will not hinder, delay or impede the execution
        of any power herein granted to the Trustee, but will suffer and permit the
        execution of every such power as though no such law had been
        enacted.
  Section
        3.6  Limitation
        on Incurrence of Additional Indebtedness . (1) 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, without duplication, or permit any Restricted Subsidiary to
        Incur
        Preferred Stock, except that:
  (a)
              the
                  Issuer, any Note Guarantor or a Permitted Joint Venture (other
                  than
                  Comegua and its Subsidiaries) may Incur Indebtedness, including
                  Acquired
                  Indebtedness, if, at the time of and immediately after giving pro
                  forma
                  effect to the Incurrence thereof and the application of the proceeds
                  therefrom, the Consolidated Fixed Charge Coverage Ratio of the
                  Issuer is
                  greater than (i) 2.50 to 1.00, if such Indebtedness is Incurred
                  on or
                  prior to the second anniversary of the Issue Date, (ii) 2.75 to
                  1.00 if
                  such Indebtedness is Incurred after the second anniversary of the
                  Issue
                  Date but on or prior to the fourth anniversary of the Issue Date,
                  and
                  (iii) 3.00 to 1.00 if such Indebtedness if Incurred after the fourth
                  anniversary of the Issue Date, or
  (b)
              Comegua
                  and its Subsidiaries may Incur Indebtedness, including Acquired
                  Indebtedness, if, at the time of and immediately after giving pro
                  forma
                  effect to the Incurrence thereof and the application of the proceeds
                  therefrom, the Consolidated Fixed Charge Coverage Ratio of Comegua
                  is
                  greater than (i) 2.50 to 1.00, if such Indebtedness is Incurred
                  on or
                  prior to the second anniversary of the Issue Date, (ii) 2.75 to
                  1.00 if
                  such Indebtedness is Incurred after the second anniversary of the
                  Issue
                  Date but on or prior to the fourth anniversary of the Issue Date,
                  and
                  (iii) 3.00 to 1.00 if such Indebtedness if Incurred after the fourth
                  anniversary of the Issue Date.
   45
  (2)
              Notwithstanding
                  clause (1) above, the Issuer and its Restricted Subsidiaries, as
                  applicable, may Incur the following Indebtedness, including Acquired
                  Indebtedness, if applicable (“Permitted
                  Indebtedness”):
  (a)
              Indebtedness
                  of the Issuer in respect of the Notes not to exceed an amount equal
                  to (A)
                  the lesser of (i) $250 million and (ii) $400 million minus the
                  aggregate
                  principal amount of all Senior Credit Facilities at any one time
                  outstanding, minus (B) the sum of (x) the aggregate principal amount
                  of
                  any Indebtedness incurred to refinance the Notes pursuant to (k)(ii)
                  below
                  at any one time outstanding and (y) the amount of all permanent
                  repayments, redemptions, repurchases or reductions of commitments,
                  as
                  applicable, in respect of the Notes and the Senior Credit Facilities
                  made
                  with the Net Cash Proceeds of an Asset Sale, a Collateral Asset
                  Sale or
                  Event of Loss in order to comply withSection
                  3.9;
  (b)
              Indebtedness
                  Incurred by the Issuer and any Note Guarantor pursuant to any Senior
                  Credit Facilities in an aggregate principal amount at any one time
                  outstanding not to exceed an amount equal to (A) $400 million minus
                  the
                  aggregate principal amount of the Notes at any one time outstanding,
                  minus
                  (B) the sum of (x) the aggregate principal amount of any Indebtedness
                  incurred to refinance the Notes pursuant to (k)(ii) below at any
                  one time
                  outstanding and (y) the amount of all permanent repayments, redemptions,
                  repurchases or reductions of commitments, as applicable, in respect
                  of the
                  Notes and the Senior Credit Facilities made with the Net Cash Proceeds
                  of
                  an Asset Sale, a Collateral Asset Sale or Event of Loss in order
                  to comply
                  withSection
                  3.9;
  (c)
              Indebtedness
                  of the Issuer or any Note Guarantor to Vitro or SOFIVSA, in an
                  aggregate
                  principal amount not to exceed $400 million at any one time outstanding,
                  minus any amounts outstanding at any one time under the Senior
                  Credit
                  Facilities;
  (d)
              Indebtedness
                  of the Issuer or any Note Guarantor in respect of a Qualified Receivables
                  Transaction;
  (e)
              Indebtedness
                  of the Issuer or any Note Guarantor Incurred for working capital
                  needs, to
                  fund capital expenditures and to make interest payments, in each
                  case in
                  the ordinary course of business, in an aggregate principal amount
                  not to
                  exceed $75 million at any one time
                  outstanding;
  (f)
              Indebtedness
                  of the Issuer and its Restricted Subsidiaries outstanding on the
                  Issue
                  Date;
  (g)
              Hedging
                  Obligations entered into by the Issuer and its Restricted Subsidiaries
                  in
                  the ordinary course of business and not for speculative
                  purposes;
  (h)
              intercompany
                  Indebtedness or Preferred Stock between the Issuer and any Restricted
                  Subsidiary or between any Restricted Subsidiaries;*provided*thatin
                  the event that at any time any such Indebtedness ceases to be held
                  by the
                  Issuer or a
  
 46
 
 Restricted
        Subsidiary, such Indebtedness will be deemed to be Incurred and not permitted
        by
        this clause (h) at the time such event occurs;
  (i)
              Indebtedness
                  of the Issuer or any of its Restricted Subsidiaries arising from
                  the
                  honoring by a bank or other financial institution of a check, draft
                  or
                  similar instrument inadvertently (including daylight overdrafts
                  paid in
                  full by the close of business on the day such overdraft was Incurred)
                  drawn against insufficient funds in the ordinary course of business;*provided*that such Indebtedness is extinguished within five Business Days
                  of
                  Incurrence;
  (j)
              Indebtedness
                  of the Issuer or any of its Restricted Subsidiaries represented
                  by
                  bankers’ acceptances, surety or appeal bonds, letters of credit,
                  performance bonds or similar instruments for the account of the
                  Issuer or
                  any Restricted Subsidiary, as the case may be, in order to provide
                  security for workers’ compensation claims, payment obligations in
                  connection with self-insurance or similar requirements in the ordinary
                  course of business;
  (k)
              Refinancing
                  Indebtedness in respect of:
  (i)
              Indebtedness
                  (other than Indebtedness owed to the Issuer or any Subsidiary)
                  Incurred
                  pursuant to clause (1) above (it being understood that no
                  Indebtedness outstanding on the Issue Date is Incurred pursuant
                  to such
                  clause (1) above), or
  (ii)
              Indebtedness
                  Incurred pursuant to clauses (a), (f) or (l) or this clause (k)
                  of this
                  definition of “Permitted
                  Indebtedness”;
  (l)
              Acquired
                  Indebtedness of a Restricted Subsidiary Incurred and outstanding
                  on or
                  prior to the date on which such Restricted Subsidiary was acquired
                  by the
                  Issuer (other than Acquired Indebtedness Incurred in connection
                  with, or
                  to provide all or any portion of the funds or credit support utilized
                  to
                  consummate, the transaction or series of related transactions pursuant
                  to
                  which such Restricted Subsidiary became a Restricted Subsidiary
                  or was
                  acquired by the Issuer);*provided*,
                  however, that on the date of such acquisition and after giving
                  pro forma
                  effect to the Incurrence of such Acquired Indebtedness, the Issuer
                  (or in
                  the case of Acquired Indebtedness of a Subsidiary of Comegua, Comegua)
                  would have been able to Incur at least $1.00 of additional Indebtedness
                  pursuant to clause (1) above;
  (m)
              Indebtedness
                  arising from agreements providing for indemnification, adjustment
                  of
                  purchase price or similar obligations, or from Guarantees, letters
                  of
                  credit, escrows or other similar instruments securing the obligations
                  of
                  the Issuer or any Restricted Subsidiary pursuant to such agreements,
                  in
                  any case Incurred in connection with the disposition of any business,
                  assets or Restricted Subsidiary, in a principal amount not to exceed
                  the
                  sale price (including the assumption of Indebtedness) in connection
                  with
                  such disposition;
  
 47
 
 (n)
              Indebtedness
                  with respect to bankers’ acceptances, surety or appeal bonds, letters of
                  credit, performance bonds or similar instruments securing obligations
                  entered into in the ordinary course of business of the Issuer and
                  its
                  Restricted Subsidiaries to the extent such letters of credit, performance
                  bonds or similar instruments are not drawn upon or, if and to the
                  extent
                  drawn upon, such drawing is reimbursed no later than the tenth
                  Business
                  Day following payment on the letter of credit, performance bonds
                  or
                  similar instrument;
  (o)
              Capitalized
                  Lease Obligations and Purchase Money Indebtedness of the Issuer
                  or any
                  Restricted Subsidiary in an aggregate principal amount not to exceed
                  $25
                  million at any one time
                  outstanding;
  (p)
              Indebtedness
                  of one or more Restricted Subsidiaries in a principal amount not
                  to exceed
                  $5 million in the aggregate at any one time outstanding;
                  and
  (q)
              Indebtedness
                  of one or more of the Issuer or any Note Guarantor in a principal
                  amount
                  not to exceed $25 million in the aggregate at any one time
                  outstanding.
  (3)
              For
                  purposes of determining compliance with, and the outstanding principal
                  amount of, any particular Indebtedness Incurred pursuant to and
                  in
                  compliance with thisSection
                  3.6:
  (a)
              the
                  amount of Indebtedness issued at a price that is less than the
                  principal
                  amount thereof will be equal to the amount of the liability in
                  respect
                  thereof determined in accordance with Mexican
                  GAAP;
  (b)
              accrual
                  of interest, the accretion or amortization of original issue discount,
                  the
                  payment of regularly scheduled interest in the form of additional
                  Indebtedness of the same instrument or the payment of regularly
                  scheduled
                  dividends on Disqualified Capital Stock in the form of additional
                  Disqualified Capital Stock or Preferred Stock with the same terms
                  will not
                  be deemed to be an Incurrence of Indebtedness for purposes of thisSection
                  3.6;*provided*,
                  that any such outstanding additional Indebtedness or Disqualified
                  Capital
                  Stock paid in respect of Indebtedness Incurred pursuant to any
                  provision
                  of clause (2) of thisSection
                  3.6will be counted as Indebtedness outstanding thereunder for purposes
                  of any
                  future Incurrence under such
                  provision;
  (c)
              (x)
                  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, will classify such item of Indebtedness at the time
                  of
                  Incurrence and only be required to include the amount and type
                  of such
                  Indebtedness in one of the above clauses and (y) an item of Indebtedness
                  may be divided and classified in more than one of the types of
                  Indebtedness described above; and
  (d)
              the
                  maximum amount that the Issuer or a Restricted Subsidiary may Incur
                  pursuant to thisSection
                  3.6shall not be deemed to be exceeded, with respect to outstanding
                  Indebtedness, due solely to the result of fluctuations in the exchange
                  rates of currencies.
   48
  Section
        3.7  Limitation
        on Guarantees **** of
        Issuer or Restricted Subsidiary Indebtedness . The
        Issuer will not permit any Restricted Subsidiary other than a Note Guarantor
        to
        Guarantee any Indebtedness of the Issuer or another Restricted Subsidiary
        or to
        secure any Indebtedness of the Issuer or another Restricted Subsidiary with
        a
        Lien on the assets of such Restricted Subsidiary, unless contemporaneously
        therewith (or prior thereto) effective provision is made to Guarantee or
        secure
        the Notes, as the case may be, on an equal and ratable basis with such Guarantee
        or Lien for so long as such Guarantee or Lien remains effective, and in an
        amount at least equal to the amount of Issuer or other Restricted Subsidiary
        Indebtedness so Guaranteed or secured; *provided* ,
        however, that any Guarantee by any such Restricted Subsidiary of Subordinated
        Indebtedness of the Issuer or any Note Guarantor will be subordinated and
        junior
        in right of payment to the contemporaneous Guarantee of the Notes by such
        Restricted Subsidiary; and *provided
        further* ,
        that
        the Issuer will not permit a Restricted Subsidiary to Guarantee or secure
        any
        Capital Stock of the Issuer or another Restricted Subsidiary.
  Section
        3.8  Limitation
        on Restricted Payments . Subject
        to the terms described in this Section
        3.8 ,
        the
        Issuer will not, and will not cause or permit any of its Restricted Subsidiaries
        to, directly or indirectly, take any of the following actions (each, a
“ Restricted
        Payment ”):
  (a)  declare
        or pay any dividend or return of capital or make any distribution on or in
        respect of shares of Capital Stock of the Issuer or any Restricted Subsidiary
        to
        holders of such Capital Stock, other than:
  (i)
              dividends
                  or distributions payable in Qualified Capital Stock of the
                  Issuer,
  (ii)
              dividends,
                  returns of capital or distributions payable to the Issuer and/or
                  a
                  Restricted Subsidiary, or
  (iii)
              dividends,
                  distributions or returns of capital made on a*pro
                  rata*basis to the Issuer and its Restricted Subsidiaries, on the one
                  hand, and
                  minority holders of Capital Stock of a Restricted Subsidiary on
                  the other
                  hand (or on less than a*pro
                  rata*basis to any minority holder);
  (b)  purchase,
        redeem or otherwise acquire or retire for value:
  (i)
              any
                  Capital Stock of the Issuer, or
  (ii)
              any
                  Capital Stock of any Restricted Subsidiary held by an Affiliate
                  of the
                  Issuer (other than a Restricted Subsidiary) or any Preferred Stock
                  of a
                  Restricted Subsidiary, except for Capital Stock held by the Issuer
                  or a
                  Restricted Subsidiary or purchases, redemptions, acquisitions or
                  retirements for value of Capital Stock on a*pro
                  rata*basis from the Issuer and/or any Restricted Subsidiaries, on the
                  one hand,
                  and minority holders of Capital Stock of a Restricted Subsidiary,
                  on the
                  other hand, according to their respective
   49
   percentage ownership of the Capital Stock of such Restricted
        Subsidiary;
  (c)  make
        any
        principal payment on, purchase, defease, redeem, prepay, decrease or otherwise
        acquire or retire for value, prior to any scheduled final maturity, scheduled
        repayment or scheduled sinking fund payment, as the case may be, any
        Subordinated Indebtedness; or
  (d)  make
        any
        Investment (other than Permitted Investments);
  if
        at the
        time of the Restricted Payment and immediately after giving effect
        thereto:
  (1)
              a
                  Default or an Event of Default has occurred and be
                  continuing;
  (2)
              the
                  Issuer is not able to Incur at least $1.00 of additional Indebtedness
                  pursuant toSection
                  3.6(1);
                  or
  (3)
              the
                  aggregate amount (the amount expended for these purposes, if other
                  than in
                  cash, being the Fair Market Value of the relevant property) of
                  the
                  proposed Restricted Payment and all other Restricted Payments made
                  subsequent to the Issue Date up to the date thereof, less any Investment
                  Return calculated as of the date thereof, shall exceed the sum
                  of (without
                  duplication):
  (A)
              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 the period, treated as one accounting period, beginning
                  on
                  the first full fiscal quarter after the Issue Date to the end of
                  the most
                  recent fiscal quarter for which consolidated financial information
                  of the
                  Issuer is available;*plus*
  (B)
              100%
                  of the aggregate net cash proceeds received by the Issuer from
                  any Person
                  from any:
  ·
              contribution
                  to the equity capital of the Issuer (not representing an interest
                  in
                  Disqualified Capital Stock) or issuance and sale of Qualified Capital
                  Stock of the Issuer, in each case, subsequent to the Issue Date,
                  or
  ·
              issuance
                  and sale subsequent to the Issue Date (and, in the case of Indebtedness
                  of
                  a Restricted Subsidiary, at such time as it was a Restricted Subsidiary)
                  of any Indebtedness for borrowed money of the Issuer or any Restricted
                  Subsidiary that has been converted into or exchanged for Qualified
                  Capital
                  Stock of the Issuer,
  excluding,
        in each case, any net cash proceeds:
  (w)
              received
                  from a Subsidiary of the Issuer;
  (x)
              used
                  to redeem Notes under “—Redemption—Optional Redemption Upon Public Equity
                  Offerings” inExhibit
                  A;
                  or
  
 50
 
 (y)
              applied
                  in accordance with clause (4) or (5) of the second paragraph of
                  this
                  covenant below.
  Notwithstanding
        the preceding paragraph, this Section
        3.8 does not
        prohibit:
  (1)
              any
                  dividend or other distribution in respect of Capital Stock of the
                  Issuer
                  while it is a Vitro Restricted Subsidiary
                  either:
  (a)
              payable
                  solely in shares of common stock of the Issuer;
                  or
  (b)
              if:
  (i)  the
        making of such Restricted Payment would not result in an Event of Default;
        and
  (ii)  at
        the
        time of such Restricted Payment and immediately after giving effect thereto,
        the
        Issuer Debt to EBITDA Ratio is less than or equal to 2.0 to 1.0;
  (2)
              any
                  loan or advance to Vitro or any Vitro Restricted
                  Subsidiary;
  (3)
              the
                  payment of any dividend within 60 days after the date of declaration
                  of
                  such dividend if the dividend would have been permitted on the
                  date of
                  declaration pursuant to the preceding
                  paragraph;
  (4)
              if
                  no Default or Event of Default has occurred and be continuing,
                  the
                  acquisition of any shares of Capital Stock of the
                  Issuer,
  (x)
              in
                  exchange for Qualified Capital Stock of the Issuer;
                  or
  (y)
              through
                  the application of the net cash proceeds received by the Issuer
                  from a
                  substantially concurrent sale of Qualified Capital Stock of the
                  Issuer or
                  a contribution to the equity capital of the Issuer not representing
                  an
                  interest in Disqualified Capital Stock, in each case not received
                  from a
                  Subsidiary of the Issuer;
  *provided* ,
        that
        the value of any such Qualified Capital Stock issued in exchange for such
        acquired Capital Stock and any such net cash proceeds will be excluded from
        clause (3)(B) of the first paragraph of this Section
        3.8 (and
        were not included therein at any time); or
  (5)
              if
                  no Default or Event of Default has occurred and is continuing,
                  the
                  voluntary prepayment, purchase, defeasance, redemption or other
                  acquisition or retirement for value of any Subordinated Indebtedness
                  solely in exchange for, or through the application of net cash
                  proceeds of
                  a substantially concurrent sale, other than to a Subsidiary of
                  the Issuer,
                  of:
  (x)
              Qualified
                  Capital Stock of the Issuer; or
  
 51
 
 (y)
              Refinancing
                  Indebtedness for such Subordinated
                  Indebtedness;
  *provided* ,
        that
        the value of any Qualified Capital Stock issued in exchange for Subordinated
        Indebtedness and any net cash proceeds referred to above will be excluded
        from
        clause (3)(B) of the first paragraph of this Section
        3.8 (and
        were not included therein at any time).
  In
        determining the aggregate amount of Restricted Payments made subsequent to
        the
        Issue Date, amounts expended pursuant to clause (1), (2) (to
        the
        extent such loans and advances are not repaid) or (3) (without duplication
        for
        the declaration of the relevant dividend) above will be included in such
        calculation and amounts expended pursuant to clauses (2) (to the extent
        such loans and advances are repaid), (4) and (5) above will not be
        included
        in such calculation.
  Section
        3.9  Limitation
        on Asset Sales .
  (a)  *Asset
        Sales* .
        The
        Issuer will not, and will not permit any of its Restricted Subsidiaries to,
        consummate an Asset Sale unless:
  (i)  the
        Issuer or the applicable Restricted Subsidiary, as the case may be, receives
        consideration at the time of the Asset Sale at least equal to the Fair Market
        Value of the assets sold or otherwise disposed of; and
  (ii)  at
        least
        80% of the consideration received for the assets sold by the Issuer or the
        Restricted Subsidiary, as the case may be, in the Asset Sale will be in the
        form
        of
  (A)  cash,
        Cash Equivalents or the assumption of Indebtedness (other than Indebtedness
        owed
        to the Issuer or any Restricted Subsidiary or any Subordinated
        Indebtedness);
  (B)  property
        or assets (other than current assets as determined in accordance with Mexican
        GAAP, except for current assets acquired incidental to the acquisition of
        assets
        that constitute a line of business, or Capital Stock) to be owned by and
        used in
        a Permitted Business of the Issuer or any Restricted Subsidiary; or
  (C)  Capital
        Stock of (i) one or more Persons engaged in a Permitted Business (except
        as
        otherwise permitted by Section
        3.15 )
        which
        thereby become Restricted Subsidiaries, or (ii) a Restricted Subsidiary,
        in each
        case which Capital Stock was acquired from a third party other than the Issuer
        or a Restricted Subsidiary (Clauses (B) and (C), together, “ Replacement
        Assets ”),
        in
        each case received at the time of such Asset Sale.
  The
        Issuer or such Restricted Subsidiary, as the case may be, may apply the Net
        Cash
        Proceeds of any such Asset Sale within 360 days thereof to (i)
        repay any Indebtedness of the Issuer or any Restricted Subsidiary for borrowed
        money or constituting a Capitalized Lease Obligation (other than Subordinated
        Indebtedness) and permanently reduce the commitments with respect thereto
  
 52
 
 without
        Refinancing , or (ii)
        purchase Replacement Assets from a Person other than the Issuer and its
        Restricted Subsidiaries.
  (b)  *Collateral
        Asset Sales* .
        The
        Issuer will not, and will not permit any of its Subsidiaries to, consummate
        a
        Collateral Asset Sale unless:
  (i)  such
        Collateral Asset Sale involves the Collateral substantially in its entirety,
        or,
        if such Collateral Asset Sale involves less than all of the Collateral (a
        “ Partial
        Collateral Asset Sale ”),
        such
        Partial Collateral Asset Sale involves a single Collateral Asset Sale with
        a
        Fair Market Value at the time of consummation of such Collateral Asset Sale
        not
        exceeding $50.0 million and is not part of a series of Collateral Asset Sales
        in
        any eighteen month period with an aggregate Fair Market Value (measured as
        of
        the time of consummation of such sales) exceeding $50.0 million in the
        aggregate;
  (ii)  the
        Issuer or the applicable Restricted Subsidiary, as the case may be, receives
        consideration at the time of the Collateral Asset Sale at least equal to
        the
        Fair Market Value of such Collateral;
  (iii)  with
        respect to each such Collateral Asset Sale, the Issuer delivers an Officer’s
        Certificate to the Trustee dated no more than 15 days prior to the date of
        consummation of the relevant Collateral Asset Sale, certifying that such
        sale
        complies with clauses (i) and (ii) above;
  (iv)  at
        least
        80% of the consideration received for the Collateral sold by the Issuer or
        its
        Restricted Subsidiaries, as the case may be, shall be in the form of cash
        or
        Cash Equivalents received at the time of such Collateral Asset Sale; *provided* that any
        other consideration received for such Collateral shall constitute Collateral
        pursuant to appropriate Collateral Documents to which the owner thereof is
        a
        party; and
  (v)  the
        Net
        Cash Proceeds therefrom shall be paid directly by the purchaser thereof to
        the
        Collateral and Intercreditor Agent, pursuant to the Master Collateral and
        Intercreditor Agreement, as additional Collateral.
  In
        the
        case of a Partial Collateral Asset Sale, the Issuer, within 360 days from
        the
        date of consummation of a Partial Collateral Asset Sale, may apply all of
        the
        Net Cash Proceeds therefrom to purchase or otherwise invest in Replacement
        Collateral or to repay Permitted Secured Obligations (other than Trade
        Payables). Any such Net Cash Proceeds not so applied will be applied to make
        an
        Asset Sale Offer, in accordance with the terms described in Section
        3.9(e) .
        In the
        case of a Collateral Asset Sale other than a Partial Collateral Asset Sale,
        all
        of the Net Cash Proceeds therefrom will be immediately applied to make an
        Asset
        Sale Offer in accordance with the terms described below in Section
        3.9(e) .
  (c)  *Events
        of
        Loss* .
        If the
        Issuer or a Restricted Subsidiary suffers an Event of Loss, the Net Cash
        Proceeds therefrom will be paid directly by the party providing such Net
        Cash
        Proceeds to the Collateral and Intercreditor Agent, pursuant to the applicable
        Collateral Document, as additional Collateral. As any portion or all of the
        Net
        Cash Proceeds from any such Event of Loss are received by the Collateral
        and
        Intercreditor Agent, the Issuer may apply all of such amount or amounts,
        as
        received, together with all interest earned thereon, individually
  
 53
 
 or
        in
        combination, (1) to purchase or otherwise invest in Replacement Collateral,
        (2) to restore the relevant Collateral or Real Property Collateral,
        as the
        case may be, and (3) solely in the event that the Collateral or Real Property
        Collateral, as the case may be, subject to the Event of Loss is not necessary
        for and the absence of such Collateral or Real Property Collateral, as the
        case
        may be, would not otherwise materially adversely affect the business of the
        Issuer as it was conducted prior to the occurrence of such Event of Loss,
        to
        repay Permitted Secured Obligations (other than Trade Payables). In the event
        that the Issuer elects to restore the relevant Collateral or Real Property
        Collateral, as the case may be, pursuant to the foregoing clause (2), within
        180
        days of receipt of such Net Cash Proceeds from an Event of Loss, the Issuer
        will
  (i)  give
        the
        Trustee irrevocable written notice of such election, and
  (ii)  enter
        into a binding commitment to restore such Collateral or Real Property
        Collateral, as the case may be, a copy of which will be supplied to the Trustee,
        and will have 360 days from the date of such binding commitment to complete
        such
        restoration, which will be carried out with due diligence. The Issuer will
        take
        such action, at its sole expense, as may be required to ensure that the
        Collateral and Intercreditor Agent has, from the date of such purchase or
        investment, a first ranking Lien on such Replacement Collateral.
  Any
        such
        Net Cash Proceeds that the Issuer does not elect to apply within such 180
        period
        or does not actually apply within such 360 day period will be applied to
        make an
        Asset Sale Offer in accordance with the terms described below in Section
        3.9(e) .
  (d)  *Replacement
        Collateral* .
        In the
        event that the Issuer decides pursuant to the foregoing provisions to apply
        any
        portion of the Net Cash Proceeds from a Collateral Asset Sale or an Event
        of
        Loss to purchase or otherwise invest in Replacement Collateral,
  (1)
              the
                  Issuer will deliver an Officer’s Certificate to the Trustee dated no more
                  than 30 days prior to the date of consummation of the relevant
                  investment
                  in Replacement Collateral, certifying that the purchase price for
                  the
                  amount of the investment in Replacement Collateral does not exceed
                  the
                  Fair Market Value of such Replacement
                  Collateral;
  (2)
              the
                  Issuer will deliver an Officer’s Certificate to the Collateral and
                  Intercreditor Agent and the Trustee certifying compliance with
                  the
                  provisions of the Indenture and the Permitted Secured Obligations
                  and
                  requesting the release of such certified purchase price to the
                  Issuer (or
                  the applicable Restricted Subsidiary), free of the Lien of the
                  Collateral
                  Documents; and
  (3)
              the
                  Issuer will take such actions, at its sole expense, as may be required
                  to
                  permit the Collateral and Intercreditor Agent, pursuant to the
                  applicable
                  Collateral Document, to release such Net Cash Proceeds, together
                  with any
                  interest thereon, from the Lien of the applicable Collateral Document
                  and
                  to ensure that the Collateral and Intercreditor Agent has, from
                  the date
                  of such purchase or investment, a first priority Lien on such Replacement
                  Collateral pursuant to appropriate Collateral
                  Documents.
  (e)  *Asset
        Sale Offer* .
        To the
        extent all or a portion of the Net Cash Proceeds of any Asset Sale, Collateral
        Asset Sale or Event of Loss are not applied as described in the
  
 54
 
 respective
        paragraphs set forth above on or prior to the last day (the “ Asset
        Sale Offer Trigger Date ”)
        for
        the application of such proceeds therefor (including in the case of an Event
        of
        Loss, the election to apply), the Issuer will make an offer to purchase Notes
        (the “ Asset
        Sale Offer ”),
        at a
        purchase price equal to 100% of the principal amount of the Notes to be
        purchased, plus accrued and unpaid interest thereon, to the date of purchase
        (the “ Asset
        Sale Offer Amount ”).
        The
        Issuer will purchase pursuant to an Asset Sale Offer from all tendering Holders
        on a *pro
        rata* basis,
        that principal amount of Notes to be purchased equal to such unapplied Net
        Cash
        Proceeds.
  The
        offer
        to purchase Notes pursuant to the Asset Sale Offer must be mailed within
        20
        Business Days of the Asset Sale Offer Trigger Date. The Issuer may, however,
        defer an Asset Sale Offer until there is an aggregate amount of unapplied
        Net
        Cash Proceeds from one or more Asset Sales, Collateral Asset Sales or Events
        of
        Loss equal to or in excess of $10 million. At that time, the entire amount
        of
        unapplied Net Cash Proceeds, and not just the amount in excess of $10 million,
        will be applied as required pursuant to this Section
        3.9 in
        accordance with the Asset Sale Offer Trigger Date for the Asset Sale, Collateral
        Asset Sale or Event of Loss that caused the Net Cash Proceeds to exceed $10
        million. Pending application in accordance with this Section
        3.9 ,
        Net
        Cash Proceeds will be invested in Cash Equivalents.
  Within
        20
        days following an Asset Sale Offer Trigger Date, the Issuer shall mail to
        each
        Holder an Asset Sale Offer Notice, with a copy to the Trustee and to the
        extent
        such Asset Sale Offer relates to Net Cash Proceeds of any Collateral, the
        Collateral and Intercreditor Agent, offering to purchase the Notes as described
        above. Each Asset Sale Offer Notice shall state, in addition to the things
        specified in the definition thereof, the purchase date, which must be a Business
        Day no earlier than 30 calendar days nor later than 60 calendar days from
        the
        date the Asset Sale Offer Notice is mailed, other than as may be required
        by law
        (the “ Asset
        Sale Offer Payment Date ”).
        Upon
        receiving an Asset Sale Offer Notice, Holders may elect to tender their Notes
        in
        whole or in part in integral multiples of $1,000 in exchange for
        cash.
  On
        the
        Asset Sale Offer Payment Date, the Issuer will, to the extent
        lawful:
  (1)
              accept
                  for payment all Notes or portions thereof properly tendered pursuant
                  to
                  the Asset Sale Offer;
  (2)
              deposit
                  with the Paying Agent funds in an amount equal to the Asset Sale
                  Offer
                  Amount in respect of all Notes or portions thereof so tendered;
                  and
  (3)
              deliver
                  or cause to be delivered to the Trustee the Notes so accepted together
                  with an Officers’ Certificate stating the aggregate principal amount of
                  Notes or portions thereof being purchased by the
                  Issuer.
  To
        the
        extent Holders of Notes that are the subject of an Asset Sale Offer properly
        tender and do not withdraw Notes in an aggregate amount exceeding the available
        amount of unapplied Net Cash Proceeds, the Issuer will purchase the Notes
        on a *pro
        rata* basis
        (based on amounts tendered). If only a portion of a Note is purchased pursuant
        to an Asset Sale Offer, a new Note in a principal amount equal to the portion
        thereof not purchased will be issued in the name of the Holder thereof upon
        cancellation of the original Note (or appropriate adjustments to the amount
  
 55
 
 and
        beneficial interests in a Global Note will be made, as appropriate). Notes
        (or
        portions thereof) purchased pursuant to an Asset Sale Offer will be cancelled
        and cannot be reissued.
  Notwithstanding
        anything to the contrary in this Section
        3.9 ,
        at the
        Issuer’s option, the Issuer may:
  (a)
        make
        any Asset Sale Offer in respect of Net Cash Proceeds from an Asset Sale on
        a pro
        rata basis to holders of other Senior Indebtedness, and thereby purchase
        from
        tendering Holders of Notes and holders of such other Senior Indebtedness
        on a
        pro rata basis; and
  (b)
        apply
        Net Cash Proceeds from a Collateral Asset Sale or Event of Loss to permanently
        repay or repurchase Permitted Secured Obligations (other than the Notes and
        Trade Payables) concurrently with any repurchase of Notes with such Net Cash
        Proceeds pursuant to the relevant Asset Sale Offer so long as the minimum
        portion of the Net Cash Proceeds applied to repurchase Notes is not less
        than
        the amount of such Net Cash Proceeds multiplied by the ratio of (i) the
        outstanding principal amount of Notes to (ii) the outstanding principal amount
        of Permitted Secured Obligations (excluding Trade Payables) except if and
        only
        to the extent that the principal amount of Notes tendered in the relevant
        Asset
        Sale Offer is less than such minimum amount.
  Upon
        completion of an Asset Sale Offer, the amount of Net Cash Proceeds will be
        reset
        at zero. To the extent that the aggregate amount of Notes tendered pursuant
        to
        an Asset Sale Offer is less than the aggregate amount of unapplied Net Cash
        Proceeds the Issuer may use any remaining Net Cash Proceeds:
  (1)
              from
                  any Asset Sale, for general corporate purposes of the Issuer and
                  its
                  Restricted Subsidiaries;
  (2)
              from
                  any Collateral Asset Sale, for Replacement Collateral;
                  and
  (3)
              from
                  any Event of Loss, for Replacement Collateral or to restore the
                  relevant
                  Collateral or Real Property
                  Collateral.
  In
        the
        event any Asset Sale Offer involves Net Cash Proceeds from any combination
        of an
        Asset Sale, Collateral Asset Sale or an Event of Loss, the remaining Net
        Cash
        Proceeds will be applied as set forth in the previous sentence on a basis
        proportionate to the aggregate Net Cash Proceeds from each such event that
        gave
        rise to the Asset Sale Offer. The Issuer shall account for Net Cash Proceeds
        from a Collateral Asset Sale or Event of Loss separately from Net Cash Proceeds
        from an Asset Sale. Remaining Net Cash Proceeds attributable to a Collateral
        Asset Sale or Event of Loss will remain as Collateral pursuant to the relevant
        Collateral Documents pending application pursuant to clause (2) or (3)
        above.
  The
        Issuer will comply with the requirements of Rule 14e-1 under the Exchange
        Act and any other applicable securities laws in connection with the purchase
        of
        Notes pursuant to an Asset Sale Offer. To the extent that the provisions
        of any
        applicable securities laws or regulations conflict with Section
        3.9(e) ,
        the
        Issuer will comply with these laws and regulations and will not be deemed
        to
        have breached its obligations under Section
        3.9(e) by doing
        so.
  
 56
 
 In
        the
        event of the transfer of substantially all (but not all) of the property
        and
        assets of the Issuer and its Restricted Subsidiaries as an entirety to a
        Person
        (other than the Issuer or a Restricted Subsidiary) in a transaction permitted
        under Section
        4.1 ,
        the
        Successor Issuer will be deemed to have sold the properties and assets of
        the
        Issuer and its Restricted Subsidiaries not so transferred for purposes of
        this Section
        3.9 ,
        and
        will comply with the provisions of this Section
        3.9 with
        respect to the deemed sale as if it were an Asset Sale or a Collateral Asset
        Sale, as appropriate. In addition, the Fair Market Value of properties and
        assets of the Issuer or its Restricted Subsidiaries so deemed to be sold
        will be
        deemed to be Net Cash Proceeds for purposes of this Section
        3.9 .
  If
        at any
        time any non-cash consideration received by the Issuer or any Restricted
        Subsidiary, as the case may be, in connection with any Asset Sale, Collateral
        Asset Sale or Event of Loss is converted into or sold or otherwise disposed
        of
        for cash (other than interest received with respect to any non-cash
        consideration), the conversion or disposition will be deemed to constitute
        an
        Asset Sale, Collateral Asset Sale or Event of Loss hereunder and the Net
        Cash
        Proceeds thereof will be applied in accordance with this Section
        3.9 within
        the applicable time period from such conversion or disposition as set forth
        above.
  Section
        3.10  Limitation
        on the Ownership of Capital Stock of Restricted Subsidiaries . The
        Issuer will not permit any Person other than the Issuer or another Restricted
        Subsidiary to, directly or indirectly, own or control any Capital Stock of
        any
        Restricted Subsidiary, except for:
  (1)
              Capital
                  Stock owned by such Person (or any direct or indirect transferee
                  thereof)
                  as of the Issue Date;
  (2)
              directors’
                  qualifying shares;
  (3)
              any
                  Capital Stock of any Permitted Joint Venture;
  (4)
              the
                  ownership by Persons other than the Issuer, its Restricted Subsidiaries
                  or
                  any Affiliate of Vitro of Capital Stock of a Restricted Subsidiary
                  (other
                  than any Subsidiary (i) the Capital Stock of which is pledged or
                  required
                  to be pledged or (ii) the Real Property of which is mortgaged or
                  required
                  to be mortgaged) so long as the Issuer directly or through a Restricted
                  Subsidiary owns and controls at least 51% of the Voting Stock of,
                  and
                  economic interest in, such Restricted
                  Subsidiary;
  (5)
              the
                  sale of 100% of the shares of the Capital Stock of any Restricted
                  Subsidiary held by the Issuer and its Restricted Subsidiaries to
                  any
                  Person other than the Issuer or another Restricted Subsidiary effected
                  in
                  accordance with, as applicable, the Collateral Documents,Section
                  3.9andSection
                  4.1;
                  and
  (6)
              in
                  the case of a Restricted Subsidiary other than a Wholly Owned Restricted
                  Subsidiary, the issuance by that Restricted Subsidiary of Capital
                  Stock on
                  a*pro
                  rata*basis to the Issuer and its Restricted Subsidiaries, on the one
                  hand, and
                  minority holders of the Capital Stock of such Restricted Subsidiary,
                  on
                  the other hand (or on less than a*pro
                  rata*basis to any minority holder).
   57
  Section
        3.11  Limitation
        on Designation of Unrestricted Subsidiaries . (a)
        The
        Issuer may designate after the Issue Date any Subsidiary of the Issuer as
        an
“Unrestricted Subsidiary” under the Indenture (a “ Designation ”)
        only
        if:
  (1)
              no
                  Default or Event of Default has occurred and be continuing at the
                  time of
                  or after giving effect to such Designation and any transactions
                  between
                  the Issuer or any of its Restricted Subsidiaries and such Unrestricted
                  Subsidiary are in compliance withSection
                  3.14;
  (2)
              at
                  the time of and after giving effect to such Designation, the Issuer
                  could
                  Incur $1.00 of additional Indebtedness pursuant toSection
                  3.6(1).
  (3)
              the
                  Issuer would be permitted to make an Investment at the time of
                  Designation
                  (assuming the effectiveness of such Designation and treating such
                  Designation as an Investment at the time of Designation) as a Restricted
                  Payment pursuant to the first paragraph ofSection
                  3.8in
                  an amount (the “Designation
                  Amount”)
                  equal to the amount of the Issuer’s Investment in such Subsidiary on such
                  date;
  (4)
              neither
                  the Capital Stock of such Subsidiary nor any of its assets is part
                  of the
                  Collateral; and
  (5)
              such
                  Subsidiary is not a Vitro Restricted
                  Subsidiary.
  (b)  Neither
        the Issuer nor any Restricted Subsidiary will at any time:
  (1)
              provide
                  credit support for, subject any of its property or assets (other
                  than the
                  Capital Stock of any Unrestricted Subsidiary) to the satisfaction
                  of, or
                  Guarantee, any Indebtedness of any Unrestricted Subsidiary (including
                  any
                  undertaking, agreement or instrument evidencing such
                  Indebtedness);
  (2)
              be
                  directly or indirectly liable for any Indebtedness of any Unrestricted
                  Subsidiary;or
  (3)
              be
                  directly or indirectly liable for any Indebtedness which provides
                  that the
                  holder thereof may (upon notice, lapse of time or both) declare
                  a default
                  thereon or cause the payment thereof to be accelerated or payable
                  prior to
                  its final scheduled maturity upon the occurrence of a default with
                  respect
                  to any Indebtedness of any Unrestricted Subsidiary;
                  except
  (i) for
        any non-recourse Guarantee given solely to support the pledge by the Issuer
        or
        any Restricted Subsidiary of the Capital Stock of any Unrestricted
        Subsidiary ;
        and
  (ii) that
        the Issuer may Guarantee any Indebtedness of an Unrestricted Subsidiary if
        at
        the time of and after giving effect to such Guarantee, the Issuer could Incur
        such Guarantee in accordance with Section
        3.6(1) and the
        first paragraph of Section
        3.8 and the
        aggregate amount of all Guarantees of the Issuer or Indebtedness of Unrestricted
        Subsidiaries shall not exceed $50 million.
   58
  (c)  The
        Issuer may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary
        (a “ Revocation ”)
        only
        if:
  (1)
              No
                  Default or Event of Default has occurred and be continuing at the
                  time of
                  and after giving effect to such Revocation;
                  and
  (2)
              all
                  Liens and Indebtedness of such Unrestricted Subsidiary outstanding
                  immediately following such Revocation would, if Incurred at such
                  time,
                  have been permitted to be Incurred for all purposes of the
                  Indenture.
  (d)  The
        Designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will
        be
        deemed to include the Designation of all of the Subsidiaries of such Subsidiary.
        All Designations and Revocations must be evidenced by resolutions of the
        Board
        of Directors of the Issuer, delivered to the Trustee certifying compliance
        with
        the preceding provisions.
  Section
        3.12  Limitation
        on Dividend and Other Payment Restrictions Affecting Restricted
        Subsidiaries .
        (a)  Except
        as
        provided in paragraph (b) below, the Issuer will not, and will not
        cause or
        permit any of its Restricted Subsidiaries to, directly or indirectly, create
        or
        otherwise cause or permit to exist or become effective any encumbrance or
        restriction on the ability of any Restricted Subsidiary to:
  (1)
              pay
                  dividends or make any other distributions on or in respect of its
                  Capital
                  Stock to the Issuer or any other Restricted Subsidiary or pay any
                  Indebtedness owed to the Issuer or any other Restricted
                  Subsidiary;
  (2)
              make
                  loans or advances to the Issuer or any other Restricted Subsidiary;
                  or
  (3)
              transfer
                  any of its property or assets to the Issuer or any other Restricted
                  Subsidiary.
  (b)  Paragraph (a)
        above will not apply to encumbrances or restrictions existing under or by
        reason
        of:
  (1)
              applicable
                  law;
  (2)
              this
                  Indenture;
  (3)
              any
                  encumbrances or restrictions in effect as of the Issue Date and
                  any
                  encumbrances or restrictions contained in extensions, refinancings,
                  renewals or replacements of any Indebtedness outstanding on the
                  Issue Date
                  that are not materially more restrictive than those in existence
                  on the
                  Issue Date;
  (4)
              customary
                  non-assignment provisions of any contract and customary provisions
                  restricting assignment or subletting in any lease governing a leasehold
                  interest of any Restricted Subsidiary, or any customary restriction
                  on the
                  ability of a Restricted Subsidiary to dividend, distribute or otherwise
                  transfer any asset which secures Indebtedness secured by a Lien,
                  in each
                  case permitted to be Incurred under the
                  Indenture;
  
 59
 
 (5)
              any
                  instrument governing Acquired Indebtedness not Incurred in connection
                  with, or in anticipation or contemplation of, the relevant acquisition,
                  merger or consolidation, which encumbrance or restriction is not
                  applicable to any Person, or the properties or assets of any Person,
                  other
                  than the Person or the properties or assets of the Person so
                  acquired;
  (6)
              restrictions
                  with respect to a Restricted Subsidiary of the Issuer imposed pursuant
                  to
                  a binding agreement which has been entered into for the sale or
                  disposition of Capital Stock or assets of such Restricted Subsidiary;*provided*,
                  that such restrictions apply solely to the Capital Stock or assets
                  of such
                  Restricted Subsidiary being sold;
  (7)
              customary
                  restrictions imposed on the transfer of copyrighted or patented
                  materials;
  (8)
              arising
                  in connection with the Incurrence of Indebtedness of a Note Guarantor
                  after the Issue Date;*provided*,
                  that such encumbrances or restrictions (i) relate solely to such
                  Note
                  Guarantor, are required in order to effect such financing and are
                  not more
                  restrictive on the ability of such Note Guarantor to make the payments,
                  distributions, loans, advances or transfers referred to above than
                  necessarily and customarily accepted and (ii) the proposed encumbrances
                  or
                  restrictions, taken together with other encumbrances or restrictions
                  on
                  the payments, distributions, loans, advances or transfers referred
                  to
                  above in effect with respect to Restricted Subsidiaries, do not
                  prevent
                  the Restricted Subsidiaries of the Issuer from making distributions
                  to the
                  Issuer sufficient to pay amounts payable in respect of its Indebtedness
                  due during the 12 month period immediately following the Incurrence
                  of
                  such Indebtedness;
  (9)
              arising
                  in connection with the Incurrence of Indebtedness by a Permitted
                  Joint
                  Venture after the Issue Date,*provided*,
                  that such encumbrances or restrictions are required in order to
                  effect
                  such financing and are not more restrictive on the ability of the
                  applicable Permitted Joint Venture to make the payments, distributions,
                  loans, advances or transfers referred to above than necessarily
                  and
                  customarily accepted; or
  (10)
              customary
                  provisions in joint venture agreements and other similar agreements
                  entered into in the ordinary course of business consistent with
                  past
                  practice.
  Nothing
        contained in this Section
        3.12 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 provided
        such restriction is otherwise permitted by Section
        3.13.
  Section
        3.13  Limitation
        on Liens .
        (1)  The Issuer will not, and will not cause or permit any
        of its
        Restricted Subsidiaries to, directly or indirectly, Incur any Liens of any
        kind
        against or upon any of the Collateral or any proceeds therefrom (except for
        Collateral Permitted Liens), or
  (2)
              The
                  Issuer will not, and will not cause or permit any Restricted Subsidiary
                  to, directly or indirectly, incur any Liens of any kind securing
                  Indebtedness against or upon any assets or property other than
                  the
                  Collateral or any proceeds therefrom (except for Permitted Liens)
                  unless
                  contemporaneously therewith effective provision is made to secure
                  the
  
 60
 
 Notes,
        or
        in the case of a Note Guarantor, the relevant Note Guarantee, and all other
        amounts due under this Indenture equally and ratably with such Indebtedness
        or
        other obligation (or, in the event that such Indebtedness is subordinated
        in
        right of payment to the Notes or the relevant Note Guarantee, as the case
        may
        be, prior to such Indebtedness or other obligation) with a Lien on the same
        properties and assets securing such Indebtedness or other obligation for
        so long
        as such Indebtedness or other obligation is secured by such Lien.
  Section
        3.14 Limitation
        on Transactions with Affiliates .
  (a) The
        Issuer will not, and will not permit any of its Restricted Subsidiaries to,
        directly or indirectly, enter into any transaction or series of related
        transactions (including, without limitation, the purchase, sale, lease or
        exchange of any property or the rendering of any service) with, or for the
        benefit of, any of its Affiliates (each an “ Affiliate
        Transaction ”),
        unless:
  (i)  the
        terms
        of such Affiliate Transaction are no less favorable than those that could
        reasonably be expected to be obtained in a comparable transaction, at the
        time
        such transaction was entered into, on an arm’s-length basis from a Person that
        is not an Affiliate of the Issuer;
  (ii)  in
        the
        event that such Affiliate Transaction involves aggregate payments, or transfers
        of property or services with a Fair Market Value, in excess of $5 million,
        the
        terms of such Affiliate Transaction will be approved by a majority of the
        members of the Board of Directors of the Issuer (including a majority of
        the
        disinterested members thereof), the approval to be evidenced by a Board
        Resolution stating that the Board of Directors has determined that such
        transaction complies with the preceding provisions; and
  (iii)  in
        the
        event that such Affiliate Transaction involves aggregate payments, or transfers
        of property or services with a Fair Market Value, in excess of $10 million,
        the
        Issuer will, prior to the consummation thereof, obtain a favorable opinion
        as to
        the fairness of such Affiliate Transaction to the Issuer and the relevant
        Restricted Subsidiary (if any) from a financial point of view from an
        Independent Financial Advisor and file the same with the Trustee.
  (b)  Section
        3.14(a) above
        will not apply to:
  (i)  Affiliate
        Transactions with or among the Issuer and any Restricted Subsidiary or between
        or among Restricted Subsidiaries, excluding any Affiliate Transaction with
        a
        Restricted Subsidiary in which Vitro or any of its Affiliates directly or
        indirectly own any Capital Stock (other than by virtue of ownership by the
        Issuer and its Restricted Subsidiaries or the issuance to Vitro or any of
        its
        Affiliates of any nominal shares of the Issuer or its Restricted Subsidiaries
        as
        required by applicable law);
  (ii)  reasonable
        fees and compensation paid to, and any indemnity provided on behalf of,
        officers, directors, employees, consultants or agents of the Issuer or any
        Restricted Subsidiary as determined in good faith by the Issuer’s Board of
  
 61
 
 Directors
        (including contributions to employee stock option plans maintained by Vitro
        and
        its Subsidiaries);
  (iii)  Affiliate
        Transactions undertaken in the ordinary course of business pursuant to any
        contractual obligations or rights in existence on the Issue Date (as in effect
        on the Issue Date) or any amendments, extensions or renewals of such contractual
        obligations on comparable terms;
  (iv)  any
        Restricted Payments made in compliance with Section
        3.8 ;
  (v)  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 and not exceeding $300,000
        outstanding at any one time;
  (vi)  Affiliate
        Transactions on an arm’s-length basis with Vitro or any Subsidiary of Vitro
        (other than the Issuer or any of its Subsidiaries) that consist of (1) the
        purchase or sales of goods and services (including accounting services) or
        the
        leasing of real estate or equipment in the ordinary course of business
        consistent with past practice; (2) payments
        made to Vitro or its Subsidiaries relating to the use and development of
        intellectual property; and (3 ) purchases,
        leases or sales of assets (other than Collateral or land held by any Subsidiary
        (i) the Capital Stock of which is pledged or required to be pledged or (ii)
        the
        Real Property of which is mortgaged or required to be mortgaged as described
        under “Security”) up to an aggregate amount of $15 million in any fiscal
        year;
  (vii)  (A)
        the
        assumption of the rights and obligations under a lease agreement relating
        to an
        airplane pursuant to which aggregate annual payments of approximately $7
        million
        will be made, (B) the use of the airplane identified in the prior
        clause (A), or any replacement airplane, by customers, directors and
        officers of Vitro and its Affiliates, and (C) performance under outsourcing
        agreement entered into for hangar, maintenance, repair and operating services
        relating to the airplane identified in clause (A), or any replacement airplane,
        involving aggregate annual payments of up to $8 million;
  (viii)  (A)  loans,
        advances or other extensions of credits (including guarantees) by Vitro or
        its
        Affiliates made to the Issuer or any of its Subsidiaries and any payments
        made
        in connection therewith, and (B) any hedging agreements or arrangements entered
        into between Vitro or its Affiliates, on the one hand, and the Issuer or
        any of
        its Subsidiaries, on the other hand, and any payments made in connection
        therewith, in each case so long as the terms thereof are no less favorable
        to
        the Issuer and its Restricted Subsidiaries than could have been obtained
        on an
        arm’s-length basis;
  (ix)  any
        management, administrative, information technology or similar services performed
        by Vitro or its Affiliates for the benefit of the Issuer or any of its
        Subsidiaries, and any payments made in connection therewith, so long as the
        aggregate amount of all payments made pursuant to this clause (ix) in any
        calendar year
  
 62
 
 does
        not
        exceed 1.75% of the net sales of the Issuer (determined on a consolidated
        basis)
        for such year; and
  (x)  services
        rendered by Vitro or its Affiliates for the benefit of the Issuer or any
        of its
        Subsidiaries, and any payments in connection therewith not in excess of Vitro's
        or its Affiliates' cost of rendering such services, including, without
        limitation, payments made by the Issuer or any of its Subsidiaries in connection
        with (i) information technology services, (ii) the salaries of Vitro's Chairman
        of the Board and Chief Executive Officer and (iii) Clinica Vitro, El Manzano
        and
        Vitro Club.
  Section
        3.15  Conduct
        of Business .
        The
        Issuer and its Restricted Subsidiaries will not engage in any business 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
        3.16  Reports
        to Holders .
        Notwithstanding that the Issuer may not be subject to the reporting requirements
        of Section 13 or 15(d) of the Exchange Act, so long as any Notes remain
        outstanding, the Issuer will provide the Trustee and the Holders
        with:
  (1)
              with
                  respect to Vitro,
  (A)
              annual
                  reports on Form 20-F (or any successor form) of Vitro containing
                  the
                  information required to be contained therein (or such successor
                  form) as
                  well as (x) segment disclosure with respect to the Issuer and its
                  Restricted Subsidiaries substantially similar to that provided
                  in the
                  annual report on Form 20-F for Vitro for the year ended December
                  31, 2002
                  and (y) additional information with respect to the Issuer’s and its
                  Subsidiaries in the section “Item 5. Operating and Financial Review and
                  Prospects” of such annual reports that would substantially comply with
                  “Item 5.A. Operating Results” (including a discussion of net sales, cost
                  of sales, general, administrative and selling expenses, operating
                  income
                  and net income for applicable periods) and “Item 5.B. Liquidity and
                  capital resources” as applied to the Issuer and its Subsidiaries, within
                  the time period required under the rules of the SEC for the filing
                  of Form
                  20-F (or any successor form) by foreign private issuers subject
                  thereto,
                  and
  (B)
              reports
                  on Form 6-K (or any successor form) of Vitro including, whether
                  or not
                  required, unaudited quarterly financial statements (which shall
                  include at
                  least a balance sheet, income statement and statement of changes
                  in
                  financial position, in each case prepared in accordance with Mexican
                  GAAP
                  as in effect from time to time) along with other financial information
                  and
                  a discussion of results in each case with (i) at least the level
                  of
                  information provided by Vitro in its Form 6-K for the second quarter
                  of
                  2003 and (ii) a discussion of net sales, cost of sales, general,
                  administrative and selling expenses, operating income and net income
                  of
  
 63
 
 the
        Issuer and its Subsidiaries covering the periods for which the discussion
        of
        results is presented for Vitro, within 45 days after the end of each of the
        first three fiscal quarters of each fiscal year, and
  (2)
              with
                  respect to the Issuer, audited annual and unaudited quarterly financial
                  statements (which will include at least a balance sheet, income
                  statement
                  and statement of changes in financial position and notes thereto,
                  in each
                  case prepared in accordance with Mexican GAAP with an explanation
                  of the
                  principal differences between Mexican GAAP and U.S. GAAP ,in each
                  case as
                  in effect from time to time), in each case in English and in content
                  comparable to that required under Regulation S-X and Regulation
                  S-K of the
                  SEC, with respect to any audited annual financial statements, within
                  the
                  time period required under the rules of the SEC for the filing
                  of Form
                  20-F (or any successor form) by foreign private issuers subject
                  thereto or
                  with respect to any unaudited quarterly financial statements, within
                  45
                  days after the end of each of the first three fiscal quarters of
                  each
                  fiscal year.
  Notwithstanding
        the foregoing, if at any time the Issuer is subject to the reporting
        requirements of Section 13 or 15(d) of the Exchange Act, it shall
        file with
        the SEC the information described above in clause (1) with respect to itself,
        in
        which case it shall not be required to also provide the information described
        above in clause (2).
  In
        addition, at any time when the Issuer is not subject to or is not current
        in its
        reporting obligations under clause (2) above, the Issuer will make
        available, upon request, to any Holder and any prospective purchaser of Notes
        the information required pursuant to Rule 144A(d)(4) under the Securities
        Act.
  Section
        3.17  Payment
        of Additional Amounts .
  (a)  All
        payments by the Issuer in respect of the Notes or by a Note Guarantor in
        respect
        of its Note Guarantee shall be made free and clear of and without deduction
        or
        withholding for or on account of any present or future taxes, duties,
        assessments, fees or other governmental charges (“ Taxes ”)
        imposed or levied by or on behalf of Mexico or any political subdivision
        or
        taxing authority thereof or therein or of any other jurisdiction in which
        the
        Issuer or any Note Guarantor is incorporated (any of the aforementioned,
        a
“ Taxing
        Jurisdiction ”),
        unless such withholding or deduction is required by law.
  (b)  Subject
        to Section
        3.17(c) ,
        if the
        Issuer or a Note Guarantor is required by the law of any Taxing Jurisdiction
        to
        make any such withholding or deduction, the Issuer or such Note Guarantor
        shall
        pay to any Holder such additional amounts (“ Additional
        Amounts ”)
        as may
        be necessary so that every net payment made by the Issuer on such Note or
        by
        such Note Guarantor in respect of its Note Guarantee after deduction or
        withholding for or on account of any such Taxes shall not be less than the
        amount then due and payable on such Note.
  (c)  The
        obligation to pay Additional Amounts set forth in Section
        3.17(b) shall
        not apply to:
  
 64
 
 (1)
              any
                  tax, duty, assessment, fee or other governmental charge that would
                  not
                  have been imposed but for the existence of any present or former
                  connection, including a permanent establishment or fixed base,
                  between
                  such Holder (or the beneficial owner of such Note) and Mexico other
                  than
                  the mere receipt of such payment or the ownership or holding of
                  such Note;
  (2)
              any
                  tax, duty, assessment, fee or other governmental charge that would
                  not
                  have been imposed but for the presentation by the Holder of such
                  Note for
                  payment on a date more than 30 days after the date on which such
                  payment
                  became due and payable or the date on which payment thereof is
                  duly
                  provided for, whichever occurs later;
  (3)
              any
                  estate, inheritance, gift, sale, transfer, personal property or
                  similar
                  tax, assessment or other governmental
                  charge;
  (4)
              except
                  in the case of liquidation, dissolution or winding-up of the Issuer,
                  any
                  tax, duty, assessment, fee or other governmental charge imposed
                  in
                  connection with a Note presented for payment by or on behalf of
                  a Holder
                  or beneficial owner who would have been able to avoid such tax
                  by
                  presenting the relevant Note to, or otherwise accepting payment
                  from,
                  another Paying Agent; or
  (5)
              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 the Holder or the beneficial owner
                  of
                  such Note****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 Note.
  (d)  At
        least
        30 calendar days prior to each date on which any payment under or with respect
        to the Notes is due and payable (or, as early as practicable, if the obligation
        to pay Additional Amounts arises after the 30th day prior to such date),
        if the
        Issuer or a Note Guarantor will be obligated to pay Additional Amounts with
        respect to such payment in an amount different than the Additional Amounts
        payable on the date hereof, the Issuer or such Note Guarantor shall deliver
        to
        the Trustee an Officers’ Certificate stating the fact that such Additional
        Amounts will be payable and the amounts so payable, and setting forth such
        other
        information necessary to enable the Trustee to pay such Additional Amounts
        to
        Holders on the payment date. Copies of such Officers’ Certificate shall be made
        available to the Paying Agent upon request therefor. In the absence of any
        such
        certificate, the Trustee and the Paying Agent may assume that no such deduction
        or withholding shall be required. The Issuer agrees to indemnify the Trustee
        and
        the Paying Agent for, and to hold each harmless against, any loss, liability
        or
        expense incurred without bad faith on their part arising out of or in connection
        with actions taken or omitted by them in reliance, absent manifest error,
        on any
        certificate furnished pursuant to this Section
        3.17(d) or
        not
        furnished. Any certificate required by this Section
        3.17(d) to be
        provided to the Trustee and the Paying Agent shall be deemed to be duly provided
        if telecopied to, and received by, the Trustee. The obligations of the Issuer
        under this Section
  
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 3.17(d) shall
        survive the payment of the Notes, the resignation or removal of the Trustee
        or
        the Paying Agent, as the case may be, and/or the termination of this
        Indenture.
  (e)  The
        Issuer or Note Guarantor, as the case may be, shall 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 made
        available to Holders upon written request therefor.
  (f)  The
        Issuer or a Note Guarantor will pay any stamp, issue, registration, documentary
        or other similar taxes and duties, including interest and penalties in Mexico
        or
        the United States or any political subdivision thereof or taxing authority
        of or
        in the foregoing in respect of the creation, issue and initial offering of
        the
        Notes.
  (g)  Whenever
        in this Indenture there is mentioned, in any context:
  (i)  the
        payment of principal, interest or additional interest on the Notes;
  (ii)  redemption
        or repurchase prices in respect of the Notes; or
  (iii)  any
        other
        amount payable on or with respect to any of the Notes,
  such
        reference will be deemed to include payment of Additional Amounts as described
        under this Section
        3.17 to the
        extent that, in such context, Additional Amounts are, were or would be payable
        in respect thereof.
  Section
        3.18  Change
        of Control .
  (a)  Upon
        the
        occurrence of a Change of Control, each Holder shall have the right to require
        that the Issuer purchase all or a portion (in integral multiples of $1,000)
        of
        the Holder’s Notes at a purchase price equal to 101% of the principal amount
        thereof, plus accrued and unpaid interest thereon through the date of purchase
        (the “ Change
        of Control Payment ”).
  (b)  Within
        20
        days following the date upon which the Change of Control occurred, the Issuer
        shall mail to each Holder a Change of Control Notice, with a copy to the
        Trustee, offering to purchase the Notes as described above (a “ Change
        of Control Offer ”).
        The
        Change of Control Notice shall state, in addition to the things specified
        in the
        definition thereof, the purchase date, which must be a Business Day no earlier
        than 30 calendar days nor later than 60 calendar days from the date the Change
        of Control Notice is mailed, other than as may be required by law (the
“ Change
        of Control Payment Date ”).
  (c)  On
        the
        Change of Control Payment Date, the Issuer shall, to the extent lawful:
  (i)  accept
        for payment all Notes or portions thereof properly tendered and not withdrawn
        pursuant to the Change of Control Offer;
  
 66
 
 (ii)  deposit
        with the Paying Agent funds in an amount equal to the Change of Control Payment
        in respect of all Notes or portions thereof so tendered; and
  (iii)  deliver
        or cause to be delivered to the Trustee the Notes so accepted together with
        an
        Officers’ Certificate stating the aggregate principal amount of Notes or
        portions thereof being purchased by the Issuer.
  If
        only a
        portion of a Note is purchased pursuant to a Change of Control Offer, a new
        Note
        in a principal amount equal to the portion thereof not purchased will be
        issued
        in the name of the Holder thereof upon cancellation of the original Note
        (or
        appropriate adjustments to the amount and beneficial interests in a Global
        Note
        will be made, as appropriate). Notes (or portions thereof) purchased pursuant
        to
        a Change of Control Offer will be cancelled and cannot be reissued.
  (d)  The
        Issuer will comply with the requirements of Rule 14e-1 under the Exchange
        Act and any other applicable securities laws and regulations in connection
        with
        the purchase of Notes in connection with a Change of Control Offer. To the
        extent that the provisions of any securities laws or regulations conflict
        with
        this Section
        3.18 ,
        the
        Issuer will comply with the applicable securities laws and regulations and
        will
        not be deemed to have breached its obligations under the Indenture by doing
        so.
  Section
        3.19  Maintenance
        of
        Properties and Insurance .
        The
        Issuer shall, at all times, make or cause to be made such expenditures by
        means
        of renewals, replacements, repairs, maintenance or otherwise take such action
        as
        shall be necessary to maintain, preserve and keep all of its Real Property
        and
        machinery and equipment comprising Collateral or Collateral Assets in good
        working order, condition and repair (ordinary wear and tear excepted), in
        a
        state of good operating efficiency, and shall not commit any waste on or
        with
        respect to any such Collateral or Collateral Asset or any other Collateral
        or
        Collateral Asset.
  The
        Issuer will provide or cause to be provided, for itself and its Restricted
        Subsidiaries, insurance (including appropriate self-insurance) covering physical
        loss or damage to the Collateral and the Collateral Assets, as is consistent
        with its recent past practices.
  Section
        3.20  Registration .
        The
        Issuer will take all steps necessary to complete registration of the Notes
        with
        the Special Section of the National Registry of Securities and Intermediaries.
  **ARTICLE
        IV**
 MERGER,
        CONSOLIDATION, ETC.
  Section
        4.1  Limitation
        on Merger, Consolidation and Sale of Assets .
  (a)  The
        Issuer will not, in a single transaction or series of related transactions,
        consolidate or merge with or into any Person (whether or not the Issuer is
        the
        surviving or continuing Person), or sell, assign, transfer, lease, convey
        or
        otherwise dispose of (or cause or permit any Restricted Subsidiary to sell,
        assign, transfer, lease, convey or otherwise dispose of) all or substantially
        all of the Issuer’s properties and assets (determined on a consolidated basis
        for the Issuer and its Restricted Subsidiaries), to any Person
        unless :
  
 67
 
 (i)  either:
  (A)  the
        Issuer will be the surviving or continuing corporation, or
  (B)  the
        Person (if other than the Issuer) formed by such consolidation or into which
        the
        Issuer is merged or the Person which acquires by sale, assignment, transfer,
        lease, conveyance or other disposition the properties and assets of the Issuer
        and of the Issuer’s Restricted Subsidiaries substantially as an entirety (the
“ Successor
        Issuer ”):
  (x)  shall
        be
        a corporation organized and validly existing under the laws of Mexico,
        and
  (y)  will
        expressly assume, by supplemental indenture (in form and substance satisfactory
        to the Trustee), executed and delivered to the Trustee and by any other
        documents required under the Collateral Documents, the due and punctual payment
        of the principal of, and premium, if any, and interest on all of the Notes
        and
        the performance and observance of every covenant of the Notes, the Indenture
        and
        the Collateral Documents on the part of the Issuer to be performed or
        observed;
  (ii)  immediately
        after giving effect to such transaction and the assumption contemplated by Section
        4.1(a)(i)(B)(y) above
        (including giving effect on a pro forma basis to any Indebtedness, including
        any
        Acquired Indebtedness, Incurred or anticipated to be Incurred in connection
        with
        or in respect of such transaction), the Issuer or such Successor Issuer,
        as the
        case may be:
  (A)  will
        have
        a Consolidated Net Worth equal to or greater than the Consolidated Net Worth
        of
        the Issuer immediately prior to such transaction, and
  (B)  will
        be
        able to Incur at least $1.00 of additional Indebtedness pursuant to Section
        3.6(1) .
  (iii)  immediately
        before and immediately after giving effect to such transaction and the
        assumption contemplated by Section
        4.1(a)(i)(B)(y) above
        (including, without limitation, giving effect on a pro forma basis to any
        Indebtedness, including any Acquired Indebtedness, Incurred or anticipated
        to be
        Incurred and any Lien granted in connection with or in respect of the
        transaction), no Default or Event of Default has occurred or be
        continuing;
  (iv)  the
        Issuer or the Successor Issuer has delivered to the Trustee an Officers’
        Certificate and an Opinion of Counsel, each stating that the consolidation,
        merger, sale, assignment, transfer, lease, conveyance or other disposition
        and,
        if required in connection with such transaction, the supplemental indenture,
        comply with the applicable provisions of the Indenture and that all conditions
        precedent in the Indenture relating to the transaction have been satisfied;
        and
  
 68
 
 (v)  each
        Note
        Guarantor (including Persons that become Note Guarantors as a result of the
        transaction) has confirmed by supplemental indenture that its Note Guarantee
        will apply for the Obligations of the Successor Issuer in respect of this
        Indenture and the Notes.
  For
        purposes of this Section
        4.1 ,
        the
        transfer (by lease, assignment, sale or otherwise, in a single transaction
        or
        series of transactions) of all or substantially all of the properties or
        assets
        of one or more Restricted Subsidiaries of the Issuer, the Capital Stock of
        which
        constitutes all or substantially all of the properties and assets of the
        Issuer
        (determined on a consolidated basis for the Issuer and its Restricted
        Subsidiaries), will be deemed to be the transfer of all or substantially
        all of
        the properties and assets of the Issuer; *provided* that the
        provisions of Section
        4.1(a)(i) and Section
        4.1(a)(v) shall
        not apply in respect of any such transaction to any Person (other than the
        Issuer) that otherwise would be a surviving or continuing corporation subject
        to Section
        4.1(a)(i)(A) or that
        would be required to assume the indenture subject to Section
        4.1(a)(i)(B) ,
        to the
        extent such Person is or becomes a Note Guarantor in accordance with Section
        4.1(d)(i) below.
  (b)  The
        provisions of Section
        4.1(B)(B) above
        will not apply to:
  (i)  any
        transfer of the properties or assets of the Issuer or a Restricted Subsidiary
        to
        the Issuer or a Note Guarantor;
  (ii)  any
        merger of a Restricted Subsidiary into the Issuer or a Note
        Guarantor;
  (iii)  any
        merger of the Issuer into a Wholly Owned Subsidiary of the Issuer created
        for
        the purpose of holding the Capital Stock of the Issuer,
  so
        long
        as, in each case the Indebtedness of the Issuer and its Restricted Subsidiaries
        taken as a whole is not increased thereby and such transferee or surviving
        or
        continuing person, as applicable, assumes the Obligations under and becomes
        a
        party to the applicable Collateral Documents in accordance with the terms
        thereof.
  (c)  Upon
        any
        consolidation, combination or merger or any transfer of all or substantially
        all
        of the properties and assets of the Issuer and its Restricted Subsidiaries
        in
        accordance with this Section
        4.1 ,
        in
        which the Issuer is not the continuing corporation, the Successor Issuer
        formed
        by such consolidation or into which the Issuer is merged or to which such
        conveyance, lease or transfer is made will succeed to, and be substituted
        for,
        and may exercise every right and power of, the Issuer under the Indenture
        and
        the Notes with the same effect as if such Successor Issuer had been named
        as
        such. Compliance with this Section
        4.1 will not
        affect the obligations of the Issuer (including a Successor Issuer, if
        applicable) under Section
        3.18 ,
        if
        applicable.
  (d)  Each
        Note
        Guarantor will not, and the Issuer will not cause or permit any Note Guarantor
        to, consolidate with or merge into, or sell or dispose of all or substantially
        all of its assets to, any Person (other than the Issuer) that is not a Note
        Guarantor unless:
  
 69
 
 (i)  such
        Person (if such Person is the surviving entity) assumes all of the obligations
        of such Note Guarantor in respect of its Note Guarantee by executing a
        supplemental indenture and providing the Trustee with an Officers’ Certificate
        and Opinion of Counsel, and such transaction is otherwise in compliance with
        the
        Indenture and assumes the obligations under and becomes a party to the
        Collateral Documents to which such Note Guarantor is a party in accordance
        with
        the terms thereof;
  (ii)  such
        Note
        Guarantee is to be released as provided under Article
        X ;
        or
  (iii)  such
        sale
        or other disposition of substantially all of such Note Guarantor’s assets is
        made in accordance with Section
        3.9 .
  **ARTICLE
        V**
  OPTIONAL
        REDEMPTION OF NOTES
  Section
        5.1  Optional
        Redemption .
        The
        Issuer may redeem the Notes, as a whole or from time to time in part, subject
        to
        the conditions and at the redemption prices specified in the form of Notes
        in Exhibit A .
  Section
        5.2  Election
        to Redeem .
        The
        Issuer shall evidence its election to redeem any Notes pursuant to Section
        5.1 by a
        Board Resolution.
  Section
        5.3  Notice
        of
        Redemption .
  (a)  The
        Issuer shall give or cause the Trustee, at the Issuer’s expense, to give notice
        of redemption (which notice will be irrevocable) in the manner provided for
        in Section
        12.1 ,
        not
        less than 30 nor more than 60 days prior to the Redemption Date, to each
        Holder
        of Notes to be redeemed. If the Issuer itself gives the notice, it shall
        also
        deliver a copy to the Trustee.
  (b)  If
        either
        (i) the Issuer is not redeeming all Outstanding Notes, or (ii) the
        Issuer elects to have the Trustee give notice of redemption, then the Issuer
        shall deliver to the Trustee, at least 45 days prior to the Redemption Date
        (unless the Trustee is satisfied with a shorter period), an Officers’
        Certificate requesting that the Trustee select the Notes to be redeemed and/or
        give notice of redemption and setting forth the information required by
        paragraph (c) of this Section
        5.3 (with
        the exception of the identification of the particular Notes, or portions
        of the
        particular Notes, to be redeemed in the case of a redemption of all of the
        Outstanding Notes). If the Issuer elects to have the Trustee give notice
        of
        redemption, the Trustee shall give the notice in the name of the Issuer and
        at
        the Issuer’s expense.
  (c)  All
        notices of redemption shall state:
  (i)  the
        Redemption Date,
  (ii)  the
        redemption price and the amount of any accrued interest payable as provided
        in Section
        5.6 ,
  
 70
 
 (iii)  whether
        or not the Issuer is redeeming all Outstanding Notes,
  (iv)  if
        the
        Issuer is not redeeming all Outstanding Notes, the aggregate principal amount
        of
        Notes that the Issuer is redeeming and the aggregate principal amount of
        Notes
        that will be Outstanding after the partial redemption, as well as the
        identification of the particular Notes, or portions of the particular Notes,
        that the Issuer is redeeming,
  (v)  if
        the
        Issuer is redeeming only part of a Note, the notice that relates to that
        Note
        shall state that on and after the Redemption Date, upon surrender of that
        Note,
        the Holder will receive, without charge, a new Note or Notes of authorized
        denominations for the principal amount of the Note remaining
        unredeemed,
  (vi)  that
        on
        the Redemption Date the redemption price and any accrued interest payable
        to the
        Redemption Date as provided in Section
        5.6 will
        become due and payable in respect of each Note, or the portion of each Note,
        to
        be redeemed, and, unless the Issuer defaults in making the redemption payment,
        that interest on each Note, or the portion of each Note, to be redeemed,
        will
        cease to accrue on and after the Redemption Date,
  (vii)  the
        place
        or places where a Holder must surrender the Holder’s Notes for payment of the
        redemption price, and
  (viii)  the
        CUSIP
        or ISIN number, if any, listed in the notice or printed on the Notes, and
        that
        no representation is made as to the accuracy or correctness of such CUSIP
        or
        ISIN number.
  Section
        5.4  Selection
        of Notes to Be Redeemed in Part .
  (a)  If
        the
        Issuer is not redeeming all Outstanding Notes, the Trustee shall select the
        Notes to be redeemed in compliance with the requirements of the principal
        securities exchange, if any, on which the Notes are listed and of which the
        Issuer has provided written notice to the Trustee or, if the Notes are not
        then
        listed on a securities exchange, on a *pro
        rata* basis,
        by lot or by any other method as the Trustee shall deem fair and appropriate; *provided* , *however* ,
        that if
        a partial redemption is made with the proceeds of a Public Equity Offering,
        selection of the Notes, or portions of the Notes, for redemption shall be
        made
        by the Trustee only on a *pro
        rata* basis or
        on as nearly a *pro
        rata* basis as
        is practicable (subject to the procedures of DTC), unless that method is
        prohibited. The Trustee shall promptly notify the Issuer in writing of the
        Notes
        selected for redemption and, in the case of any Notes selected for partial
        redemption, the principal amount of the Notes to be redeemed. In the event
        of a
        partial redemption by lot, the Trustee shall select the particular Notes
        to be
        redeemed not less than 30 nor more than 60 days prior to the relevant Redemption
        Date from the Outstanding Notes not previously called for redemption. The
        Issuer
        may redeem Notes in denominations of $1,000 or less only in whole. The Trustee
        may select for redemption portions (equal to $1,000 or any integral multiple
        of
        $1,000) of the principal of Notes that have denominations larger than
        $1,000.
  (b)  For
        all
        purposes of this Indenture, unless the context otherwise requires, all
        provisions relating to redemption of Notes shall relate, in the case of any
        Note
        redeemed or to
  
 71
 
 be
        redeemed only in part, to the portion of the principal amount of that Note
        which
        has been or is to be redeemed.
  Section
        5.5  Deposit
        of Redemption Price .
        Prior
        to 10:00 a.m. New York City time on the relevant Redemption Date,
        the
        Issuer shall deposit with the Trustee or with a Paying Agent (or, if the
        Issuer
        is acting as Paying Agent, segregate and hold in trust as provided in Section
        2.4 )
        an
        amount of money in immediately available funds sufficient to pay the redemption
        price of, and accrued interest on, all the Notes that the Issuer is redeeming
        on
        that date.
  Section
        5.6  Notes
        Payable on Redemption Date .
        If the
        Issuer, or the Trustee on behalf of the Issuer, gives notice of redemption
        in
        accordance with this Article V ,
        the
        Notes, or the portions of Notes, called for redemption, shall, on the Redemption
        Date, become due and payable at the redemption price specified in the notice
        (together with accrued interest, if any, to the Redemption Date), and from
        and
        after the Redemption Date (unless the Issuer shall default in the payment
        of the
        redemption price and accrued interest) the Notes or the portions of Notes
        shall
        cease to bear interest. Upon surrender of any Note for redemption in accordance
        with the notice, the Issuer shall pay the Notes at the redemption price,
        together with accrued interest, if any, to the Redemption Date (subject to
        the
        rights of Holders of record on the relevant record date to receive interest
        due
        on the relevant Interest Payment Date). If the Issuer shall fail to pay any
        Note
        called for redemption upon its surrender for redemption, the principal shall,
        until paid, bear interest from the Redemption Date at the rate borne by the
        Notes.
  Section
        5.7  Unredeemed
        Portions of Partially Redeemed Note .
        Upon
        surrender of a Note that is to be redeemed in part, the Issuer shall execute,
        and the Trustee shall authenticate and make available for delivery to the
        Holder
        of the Note at the expense of the Issuer, a new Note or Notes, of any authorized
        denomination as requested by the Holder, in an aggregate principal amount
        equal
        to, and in exchange for, the unredeemed portion of the principal of the Note
        surrendered, *provided* that
        each new Note will be in a principal amount of $1,000 or integral multiple
        of
        $1,000 (or appropriate adjustments to the amount and beneficial interests
        in a
        Global Note will be made, as appropriate).
  **ARTICLE
        VI**
 DEFAULTS
        AND REMEDIES
  Section
        6.1  Events
        of Default.
  (a)  Each
        of
        the following is an “ Event
        of Default ”:
  (i)  default
        in the payment when due of the principal of or premium, if any, on any Notes,
        including the failure to make a required payment to purchase Notes tendered
        pursuant to an optional redemption, Change of Control Offer or an Asset Sale
        Offer;
  (ii)  default
        for 30 days or more in the payment when due of interest or Additional Amounts
        on
        any Notes;
  (iii)  the
        failure to perform or comply with any of the provisions described in Section
        4.1 ;
  
 72
 
 (iv)  the
        failure by the Issuer or any Restricted Subsidiary to comply with any other
        covenant or agreement contained in this Indenture or the Notes for 30 days
        or
        more after written notice to the Issuer from the Trustee or the Holders of
        at
        least 25% in aggregate principal amount of the Outstanding Notes;
  (v)  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 or accreted amount of Indebtedness covered by (A) or (B) at the
        relevant time, aggregates $25 million or more;
  (vi)  failure
        by the Issuer or any of its Restricted Subsidiaries to pay one or more final
        judgments against any of them, aggregating $25 million or more, which
        judgment(s) are not paid, discharged or stayed for a period of 60 days or
        more;
  (vii)  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 (or group of
        Subsidiaries that, taken together, would constitute a Significant Subsidiary)
        in
        an involuntary case under any applicable bankruptcy, insolvency or other
        similar
        law of Mexico or the United States now or hereafter in effect, (B) appointment
        of a receiver, liquidator, assignee, custodian, trustee, *síndico* ,
        sequestrator or similar official of the Issuer or any of its Significant
        Subsidiaries (or group of Subsidiaries that, taken together, would constitute
        a
        Significant Subsidiary) or for all or substantially all of the property and
        assets of the Issuer or any of its Significant Subsidiaries (or group of
        Subsidiaries that, taken together, would constitute a Significant Subsidiary)
        or
        (C) the winding up or liquidation of the affairs of the Issuer or any of
        its
        Significant Subsidiaries (or group of Subsidiaries that, taken together,
        would
        constitute a Significant Subsidiary) and, in each case, such decree or order
        shall remain unstayed and in effect for a period of 60 consecutive
        days;
  (viii)  the
        Issuer or any of its Significant Subsidiaries (or group of Subsidiaries that,
        taken together, would constitute a Significant Subsidiary) (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, *síndico* ,
        sequestrator or similar official of the Issuer or any of its Significant
        Subsidiaries (or group of Subsidiaries that, taken together, would constitute
        a
        Significant Subsidiary) or for all or substantially all of the property and
        assets of the Issuer or any of its Significant Subsidiaries (or group of
        Subsidiaries that, taken
  
 73
 
 together,
        would constitute a Significant Subsidiary), (C) effects any general assignment
        for the benefit of creditors, (D) files a petition or answer or consent seeking
        reorganization or relief under any Bankruptcy Law or (E) approves any plan
        or
        proposal for the liquidation or dissolution of the Issuer or any of its
        Significant Subsidiaries (or group of Subsidiaries that, taken together,
        would
        constitute a Significant Subsidiary);
  (ix)  except
        as
        permitted by the Indenture, any Note Guarantee is held to be unenforceable
        or
        invalid in a judicial proceeding or ceases for any reason to be in full force
        and effect or any Note Guarantor, or any Person acting on behalf of any Note
        Guarantor, denies or disaffirms such Note Guarantor’s obligations under its Note
        Guarantee; or
  (x)  any
        (A)
        breach by the Issuer or any Grantor Subsidiary party thereto of any
        representation or warranty set forth in the Collateral Documents, (B) default
        by
        the Issuer or any Grantor Subsidiary party thereto in the performance of
        any
        covenant set forth in the Collateral Documents, or (C) repudiation by the
        Issuer
        or any Grantor Subsidiary party thereto of its obligations under the Collateral
        Documents or the unenforceability of any of the Collateral Documents against
        the
        Issuer or any Grantor Subsidiary party thereto for any reason; *provided* ,
        that
        any or all of the occurrences set forth in (A) through (C) taken together,
        relate to Collateral the aggregate value of which is in excess of $25 million
        ($12.5 million with respect to breaches and defaults specified in (A) or
        (B)
        that relate to the enforceability, perfection or priority of any security
        interest in Collateral or the existence of a Lien on Collateral other than
        a
        Collateral Permitted Lien or any repudiation specified in (C)); *provided* ** *further* ,
        that
        solely in the case of (A) or (B) with respect to any breach or default that
        does
        not relate to the
        enforceability, perfection or priority of the security interest granted in
        Collateral or the existence of an Lien on Collateral other than a Collateral
        Permitted Lien, such
        breach or default remains uncured for a period of 30 days after notice is
        provided thereof by the Trustee or a Holder of the Notes.
  Each
        of
        the foregoing will constitute an Event of Default whatever the reason for
        any
        such Event of Default and whether it is voluntary or involuntary or is effected
        by operation of law or pursuant to any judgment, decree or order of any court
        or
        any order, rule or regulation of any administrative or governmental
        body.
  (b)  The
        Issuer shall 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 any
        Default or Event of Default, written notice in the form of an Officer’s
        Certificate of any Default or Event of Default, its status and what action
        the
        Issuer is taking or proposes to take in respect thereof. In addition, the
        Issuer
        shall deliver to the Trustee, within 120 days after the end of each fiscal
        year,
        an Officers’ Certificate indicating whether the signers thereof know of any
        Default or Event of Default that occurred during the previous fiscal
        year.
  Section
        6.2  Acceleration .
  (a)  If
        an
        Event of Default (other than an Event of Default specified in Section
        6.1(a)(vii) or Section
        6.1(a)(viii) above
        with respect to the Issuer) shall occur and be continuing,
  
 74
 
 the
        Trustee or the Holders of at least 25% in principal amount of Outstanding
        Notes
        may declare the unpaid principal of (and premium, if any) and accrued and
        unpaid
        interest on all the Notes to be immediately due and payable by notice in
        writing
        to the Issuer and the Trustee specifying the Event of Default and that it
        is a
“notice of acceleration.” If an Event of Default specified in Section
        6.1(a)(vii) or Section
        6.1(a)(viii) above
        occurs with respect to the Issuer, then the unpaid principal of (and premium,
        if
        any) and accrued and unpaid interest on all the Notes will become immediately
        due and payable without any declaration or other act on the part of the Trustee
        or any Holder.
  (b)  At
        any
        time after a declaration of acceleration with respect to the Notes as set
        forth
        in Section
        6.2(a) ,
        the
        Holders of a majority in principal amount of the Notes may rescind and cancel
        such declaration and its consequences:
  (i)  if
        the
        rescission would not conflict with any judgment or decree;
  (ii)  if
        all
        existing Events of Default have been cured or waived, except nonpayment of
        principal or interest that has become due solely because of the acceleration;
  (iii)  to
        the
        extent the payment of such interest is lawful, interest on overdue installments
        of interest and overdue principal, which has become due otherwise than by
        such
        declaration of acceleration, has been paid; and
  (iv)  if
        the
        Issuer has paid the reasonable compensation, expenses, disbursements and
        advances of the Trustee, its agents and counsel.
  No
        rescission will affect any subsequent Default or Event of Default or impair
        any
        rights relating thereto.
  Section
        6.3  Other
        Remedies .
  (a)  If
        an
        Event of Default occurs and is continuing, subject to the provisions of the
        Master Collateral and Intercreditor Agreement, the Trustee may pursue any
        available remedy to collect the payment of principal of and interest on the
        Notes or to enforce the performance of any provision of the Notes or this
        Indenture.
  (b)  The
        Trustee may maintain a proceeding even if it does not possess any of the
        Notes
        or does not produce any of them in the proceeding. A delay or omission by
        the
        Trustee or any Holder in exercising any right or remedy accruing upon an
        Event
        of Default shall not impair the right or remedy or constitute a waiver of
        or
        acquiescence in the Event of Default. No remedy is exclusive of any other
        remedy. All available remedies are cumulative to the extent permitted by
        law.
  Section
        6.4  Waiver
        of Past Defaults .
        The
        Holders of a majority in principal amount of the Notes may waive any existing
        Default or Event of Default and its consequences, except a default in the
        payment of the principal of, premium, if any, or interest on any Notes.
   75
  Section
        6.5  Control
        by Majority .
        The
        Holders of a majority in principal amount of the Outstanding Notes may direct
        the time, method and place of conducting any proceeding for any remedy available
        to the Trustee or of exercising any trust or power conferred on the Trustee.
        Subject to Section
        7. 1
        and Section
        7.2 ,
        however, the Trustee may refuse to follow any direction that conflicts with
        law
        or this Indenture; *provided* , *however* ,
        that
        the Trustee may take any other action deemed proper by the Trustee that is
        not
        inconsistent with such direction.
  Section
        6.6  Limitation
        on Suits .
  (a)  Subject
        to the provisions of this Indenture relating to the duties of the Trustee,
        the
        Trustee is under no obligation to exercise any of its rights or powers under
        this Indenture at the request, order or direction of any of the Holders,
        unless
        such Holders have offered to the Trustee an indemnity reasonably satisfactory
        to
        it. Except as otherwise provided herein, and subject to applicable law, the
        Holders of a majority in aggregate principal amount of the then Outstanding
        Notes have the right to 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.
  (b)  Subject
        to the terms of the Master Collateral and Intercreditor Agreement, no Holder
        of
        any Notes will have any right to institute any proceeding with respect to
        this
        Indenture or for any remedy hereunder, unless:
  (i)  such
        Holder gives to the Trustee written notice of a continuing Event of
        Default;
  (ii)  Holders
        of at least 25% in principal amount of the then Outstanding Notes make a
        written
        request to pursue the remedy;
  (iii)  such
        Holders of the Notes provide to the Trustee an indemnity reasonably satisfactory
        to it;
  (iv)  the
        Trustee does not comply within 60 days; and
  (v)  during
        such 60 day period the Holders of a majority in principal amount of
        the
        then Outstanding Notes do not give the Trustee a written direction which,
        in the
        opinion of the Trustee, is inconsistent with the request;
  *provided* ,
        that a
        Holder of a Note may institute suit for enforcement of payment of the principal
        of or interest on such Note on or after the respective dates on which such
        payment is due as set forth in such Note.
  Section
        6.7  Rights
        of
        Holders to Receive Payment .
        Notwithstanding any other provision of this Indenture (including, without
        limitation, Section
        6.6 ),
        the
        right of any Holder to receive payment of principal of or interest on the
        Notes
        held by such Holder, on or after the respective due dates, Redemption Dates
        or
        repurchase date expressed in this Indenture or the Notes, or to bring suit
        for
        the enforcement of any such payment on or after such respective dates, shall
        not
        be impaired or affected without the consent of such Holder.
   76
  Section
        6.8  Collection
        Suit by Trustee .
        If an
        Event of Default specified in Section
        6.1(a)(i) and Section
        6.1(a)(ii) occurs
        and is continuing, the Trustee may recover judgment in its own name and as
        trustee of an express trust against the Issuer and each Note Guarantor for
        the
        whole amount then due and owing (together with applicable interest on any
        overdue principal and, to the extent lawful, interest on overdue interest)
        and
        the amounts provided for in Section
        7.7 .
   Section
        6.9  Trustee
        May File Proofs of Claim, etc.
  (a)  The
        Trustee may (irrespective of whether the principal of the Notes is then
        due):
  (i)  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 and the Holders under this Indenture
        and the Notes allowed in any bankruptcy, insolvency, liquidation or other
        judicial proceedings relative to the Issuer, any Note Guarantor or any
        Subsidiary of the Issuer or their respective creditors or properties;
        and
  (ii)  collect
        and receive any moneys or other property payable or deliverable in respect
        of
        any such claims and distribute them in accordance with this
        Indenture.
  Any
        receiver, trustee, liquidator, sequestrator (or other similar official) in
        any
        such 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 compensation agreed to by the Issuer, expenses, taxes, disbursements
        and
        advances of the Trustee, its agents and counsel, and any other amounts due
        to
        the Trustee pursuant to Section
        7.7 .
        To the
        extent that the payment of any such reasonable compensation, expenses, taxes,
        disbursements and advances of the Trustee, its agents and counsel, and any
        other
        amounts due to the Trustee pursuant to Section
        7.7 hereof
        out of the estate and any such proceeding, will be denied for any reason,
        payment of the same will be paid out of, any and all distributions, dividends,
        money, securities and other properties that the Holders may be entitled to
        receive in such proceeding whether in liquidation or under any plan of
        reorganization or arrangement or otherwise.
  (b)  Nothing
        in this Indenture shall be deemed to authorize 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 Notes
        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.
  Section
        6.10  Priorities .
        If the
        Trustee collects any money or property pursuant to this Article VI ,
        it
        shall pay out the money or property in the following order:
  FIRST:
        to
        the Trustee for amounts due under Section
        7.7 ;
  SECOND:
        if the Holders proceed against the Issuer directly without the Trustee in
        accordance with this Indenture, to Holders for their collection
        costs;
  
 77
 
 THIRD:
        to
        Holders for amounts due and unpaid on the Notes for principal and interest,
        ratably, without preference or priority of any kind, according to the amounts
        due and payable on the Notes for principal and interest, respectively;
        and
  FOURTH:
        to the Issuer or, to the extent the Trustee collects any amount pursuant
        to Article
        X from any
        Note Guarantor, to such Note Guarantor, or to such party as a court of competent
        jurisdiction shall direct.
  The
        Trustee may, upon notice to the Issuer, fix a record date and payment date
        for
        any payment to Holders pursuant to this Section
        6.10 .
  Section
        6.11  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,
        each
        party to this Indenture agrees, and each Holder by its acceptance of its
        Notes
        will be deemed to have agreed, that a court in its discretion may require
        the
        filing by any party litigant in the suit of an undertaking to pay the costs
        of
        the suit, and the court in its discretion may assess reasonable costs, including
        reasonable attorneys’ fees, against any party litigant in the suit, having due
        regard to the merits and good faith of the claims or defenses made by the
        party
        litigant. This Section
        6.11 does not
        apply to a suit by the Trustee, a suit by the Issuer, a suit by a Holder
        pursuant to Section
        6.7 or a
        suit by Holders of more than 10% in principal amount of Outstanding
        Notes.
  **ARTICLE
        VII**
  TRUSTEE
  Section
        7.1  Duties
        of Trustee .
  (a)  If
        a
        Default or an Event of Default has occurred and is continuing, the Trustee
        shall
        exercise 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.
  (b)  Except
        during the continuance of a Default or an Event of Default:
  (i)  the
        Trustee undertakes to perform such duties and only such duties 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 bad faith on its part, the Trustee may conclusively rely, as to
        the
        truth of the statements and the correctness of the opinions expressed therein,
        upon certificates or opinions furnished to the Trustee and conforming to
        the
        requirements of this Indenture. However, in the case of any such certificates
        or
        opinions which by any provisions hereof are specifically required to be
        furnished to the Trustee, the Trustee shall examine such certificates and
        opinions to determine whether or not they conform to the requirements of
        this
        Indenture.
  
 78
 
 (c)  The
        Trustee may not be relieved from liability for its own negligent action,
        its own
        negligent failure to act or its own willful misconduct, except
        that:
  (i)  this
        paragraph (c) does not limit the effect of paragraph (b) of
        this Section
        7.1 ;
  (ii)  the
        Trustee shall not be liable for any error of judgment made in good faith
        by a
        Trust Officer unless it is proved that the Trustee was negligent in ascertaining
        the pertinent facts; and
  (iii)  the
        Trustee shall not be liable with respect to any action it takes or omits
        to take
        in good faith in accordance with a direction received by it pursuant to Section
        6.2 , Section
        6.4 or Section
        6.5 .
  (d)  The
        Trustee shall not be liable for interest on any money received by it except
        as
        the Trustee may expressly agree in writing with the Issuer.
  (e)  Money
        held in trust by the Trustee need not be segregated from other funds except
        to
        the extent required by law.
  (f)  No
        provision of this Indenture shall require the Trustee to expend or risk its
        own
        funds or otherwise incur financial liability in the performance of any of
        its
        duties hereunder or in the exercise of any of its rights or powers, if it
        shall
        have reasonable grounds to believe that repayment of such funds or adequate
        indemnity against such risk or liability is not reasonably assured to
        it.
  (g)  Every
        provision of this Indenture relating to the conduct or affecting the liability
        of or affording protection to the Trustee shall be subject to the provisions
        of
        this Article VII .
  (h)  Unless
        otherwise specifically provided in this Indenture, any demand, request,
        direction or notice from the Issuer shall be sufficient if signed by an Officer
        of the Issuer.
  (i)  The
        Trustee shall be under no obligation to exercise any of the rights or powers
        vested in it by this Indenture at the request or direction of any of the
        Holders
        unless such Holders shall have offered to the Trustee security or indemnity
        satisfactory to it against the costs, expenses (including reasonable attorneys’
        fees and expenses) and liabilities that might be incurred by it in compliance
        with such request or direction.
  Section
        7.2  Rights
        of Trustee .
        Subject
        to Section
        7.1 :
  (a)  The
        Trustee may conclusively rely on any document reasonably believed by it to
        be
        genuine and to have been signed or presented by the proper person. The Trustee
        need not investigate any fact or matter stated in the document.
  (b)  Before
        the Trustee acts or refrains from acting at the direction of the Issuer or
        any
        Note Guarantor, it may require an Officers’ Certificate or an Opinion of
        Counsel. The
  
 79
 
 Trustee
        shall not be liable for any action it takes or omits to take in good faith
        in
        reliance on an Officers’ Certificate or Opinion of Counsel.
  (c)  The
        Trustee shall not be liable for any action it takes or omits to take in good
        faith which it believes to be authorized or within its rights or powers; *provided* , *however* ,
        that
        the Trustee’s conduct does not constitute willful misconduct or
        negligence.
  (d)  The
        Trustee may consult with counsel of its selection, and the advice or opinion
        of
        counsel with respect to matters relating to this Indenture and the Notes
        shall
        be full and complete authorization and protection from liability in respect
        to
        any action taken, omitted or suffered by it hereunder in good faith and in
        accordance with the advice or opinion of such counsel, as the case may
        be.
  (e)  The
        Trustee shall not be deemed to have notice of any Default or Event of Default
        unless a Trust Officer of the Trustee has actual knowledge thereof or unless
        written notice of any event which is in fact such a default is received by
        the
        Trustee at the Corporate Trust Office of the Trustee, and such notice references
        the Notes and this Indenture.
  (f)  The
        rights, privileges, protections, immunities and benefits given to the Trustee,
        including, without limitation, its right to be indemnified, are extended
        to, and
        shall be enforceable by, the Trustee in each of its capacities hereunder,
        and to
        each agent, custodian and other Person employed to act hereunder.
  (g)  The
        Trustee may request that the Issuer deliver an Officers’ Certificate setting
        forth the names of individuals and/or titles of officers authorized at such
        time
        to take specified actions pursuant to this Indenture, which Officers’
        Certificate may be signed by any person authorized to sign an Officers’
        Certificate, including any person specified as so authorized in any such
        certificate previously delivered and not superseded.
  Section
        7.3  Individual
        Rights of Trustee .
        The
        Trustee in its individual or any other capacity may become the owner or pledgee
        of Notes and may otherwise deal with the Issuer, the Note Guarantors or any
        of
        their Affiliates with the same rights it would have if it were not Trustee.
        Any
        Paying Agent, Registrar or co-Registrar may do the same with like rights.
        However, the Trustee must comply with Section
        7.10 and Section
        7.11 .
  Section
        7.4  Trustee’s
        Disclaimer .
        The
        Trustee shall not be responsible for and makes no representation as to the
        validity or adequacy of this Indenture or the Notes, it shall not be accountable
        for the Issuer’s use of the proceeds from the Notes, and it shall not be
        responsible for any statement of the Issuer in this Indenture or in any document
        issued in connection with the sale of the Notes or in the Notes other than
        the
        Trustee’s certificate of authentication.
  Section
        7.5  Notice
        of Defaults .
        If a
        Default or Event of Default occurs and is continuing and if a Trust Officer
        has
        actual knowledge thereof, the Trustee shall mail to each Holder notice of
        the
        Default or Event of Default within 90 days after the occurrence thereof.
        Except
        in the case of a Default or Event of Default in payment of principal of or
        interest on any Note (including payments pursuant to the optional redemption
        or
        required repurchase provisions of such Note, if any), the Trustee shall be
        protected in withholding the notice if and so long as its
  
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 board
        of
        directors, its executive committee, or a committee of its Trust Officers
        in good
        faith determines that withholding the notice is in the interests of the
        Holders.
  Section
        7.6  Reports
        by Trustee to Holders .
        The
        Trustee shall comply with TIA §313 (with the exception of §313(d)) as if it were
        applicable to this Indenture. The Issuer agrees to notify promptly the Trustee
        whenever the Notes become listed on any stock exchange and of any delisting
        thereof.
  Section
        7.7  Compensation
        and Indemnity .
  (a)  The
        Issuer shall pay to the Trustee from time to time compensation for its
        acceptance of this Indenture and services hereunder as the Issuer and the
        Trustee shall from time to time agree in writing. The Trustee’s compensation
        shall not be limited by any law on compensation of a trustee of an express
        trust. The Issuer shall reimburse the Trustee upon request for all reasonable
        out-of-pocket expenses incurred or made by it, including costs of collection,
        costs of preparing and reviewing reports, certificates and other documents,
        costs of preparation and mailing of notices to Holders and reasonable
        out-of-pocket costs of counsel retained by the Trustee in connection with
        the
        delivery of an Opinion of Counsel or otherwise, in addition to the compensation
        for its services. Such expenses shall include the reasonable compensation
        and
        out-of-pocket expenses, disbursements and advances of the Trustee’s agents,
        counsel, accountants and experts.
  (b)  The
        Issuer and the Note Guarantors shall jointly and severally indemnify the
        Trustee
        against any and all loss, liability or expense (including reasonable
        out-of-pocket attorneys’ fees and expenses) incurred by it without negligence,
        willful misconduct or bad faith on its part in connection with the acceptance
        and administration of this trust and the performance of its duties hereunder,
        including the costs and expenses of enforcing this Indenture (including this Section
        7.7 )
        and of
        defending itself against any claims (whether asserted by any Holder, the
        Issuer,
        any Note Guarantor or otherwise). The Trustee shall notify the Issuer promptly
        of any claim for which it may seek indemnity. Failure by the Trustee to so
        notify the Issuer shall not relieve the Issuer of its obligations hereunder.
        The
        Issuer shall defend the claim and the Trustee may have separate counsel and
        the
        Issuer shall pay the reasonable out-of-pocket fees and expenses of such counsel, *provided* that the
        Issuer shall not be required to pay such reasonable out-of-pocket fees and
        expenses if it assumes the Trustee’s defense with counsel reasonably acceptable
        to and approved by the party so defended, and, in the reasonable judgment
        of
        outside counsel to the Trustee, there is no conflict of interest between
        the
        Issuer and the Trustee in connection with such defense. The Issuer need not
        reimburse any expense or indemnify against any loss, liability or expense
        incurred by the Trustee through the Trustee’s own negligence, willful misconduct
        or bad faith.
  (c)  To
        secure
        the Issuer’s payment obligations in this Section
        7.7 ,
        the
        Trustee shall have a lien prior to the Notes on all money or property held
        or
        collected by the Trustee other than money or property held in trust to pay
        principal of and interest on particular Notes. The Trustee’s right to receive
        payment of any amounts due under this Section
        7.7 shall
        not be subordinate in right of payment to any other liability or Indebtedness
        of
        the Issuer.
  
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 (d)  The
        Issuer’s payment obligations pursuant to this Section
        7.7 shall
        survive the discharge of this Indenture and the resignation or removal of
        the
        Trustee. When the Trustee incurs expenses after the occurrence of an Event
        of
        Default under Section
        6.1(a)(vii) or Section
        6.1(a)(viii) ,
        the
        expenses are intended to constitute expenses of administration under any
        Bankruptcy Law; *provided* , *however* ,
        that
        this shall not affect the Trustee’s rights as set forth in this Section
        7.7 or Section
        6.10 .
  Section
        7.8  Replacement
        of Trustee .
  (a)  The
        Trustee may resign at any time by so notifying the Issuer. The Holders of
        a
        majority in principal amount of the Outstanding Notes may remove the Trustee
        by
        so notifying the Trustee and may appoint a successor Trustee who shall be
        reasonably acceptable to the Issuer. The Issuer shall remove the Trustee
        if:
  (i)  the
        Trustee fails to comply with Section
        7.10 ;
  (ii)  the
        Trustee is adjudged bankrupt or insolvent;
  (iii)  a
        receiver or other public officer takes charge of the Trustee or its property;
        or
  (iv)  the
        Trustee otherwise becomes incapable of acting.
  (b)  If
        the
        Trustee resigns or is removed by the Issuer or by the Holders of a majority
        in
        principal amount of the Outstanding Notes and such Holders do not reasonably
        promptly appoint a successor Trustee, or if a vacancy exists in the office
        of
        the Trustee for any reason (the Trustee in such event being referred to herein
        as the retiring Trustee), the Issuer shall promptly appoint a successor
        Trustee.
  (c)  A
        successor Trustee shall deliver a written acceptance of its appointment to
        the
        retiring Trustee and to the Issuer. Thereupon the resignation or removal
        of the
        retiring Trustee shall become effective, and the successor Trustee shall
        have
        all the rights, powers and duties of the Trustee under this Indenture. The
        successor Trustee shall mail a notice of its succession to Holders. The retiring
        Trustee shall promptly transfer all property held by it as Trustee to the
        successor Trustee, provided all sums owing to the Trustee hereunder have
        been
        paid to the Trustee and subject to the lien provided for in Section
        7.7 .
  (d)  If
        a
        successor Trustee does not take office within 60 days after the retiring
        Trustee
        resigns or is removed, the retiring Trustee or the Holders of 10% in principal
        amount of the Outstanding Notes may petition, at the Issuer’s expense, any court
        of competent jurisdiction for the appointment of a successor
        Trustee.
  (e)  If
        the
        Trustee fails to comply with Section
        7.10 ,
        any
        Holder may petition any court of competent jurisdiction for the removal of
        the
        Trustee and the appointment of a successor Trustee.
  
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 (f)  Notwithstanding
        the replacement of the Trustee pursuant to this Section
        7.8 ,
        the
        Issuer’s obligations under Section
        7.7 shall
        continue for the benefit of the retiring Trustee.
  Section
        7.9  Successor
        Trustee by Merger .
  (a)  If
        the
        Trustee consolidates with, merges or converts into, or transfers all or
        substantially all its corporate trust business or assets to, another corporation
        or banking association, the resulting, surviving or transferee corporation
        without any further act shall be the successor Trustee.
  (b)  In
        case
        at the time such successor or successors to the Trustee shall succeed to
        the
        trusts created by this Indenture, any of the Notes 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 Notes so
        authenticated; and in case at that time any of the Notes shall not have been
        authenticated, any successor to the Trustee may authenticate such Notes either
        in the name of any predecessor hereunder or in the name of the successor
        to the
        Trustee; and in all such cases such certificates shall have the full force
        which
        it is anywhere in the Notes or in this Indenture provided that the certificate
        of the Trustee shall have.
  Section
        7.10  Eligibility;
        Disqualification .
        The
        Trustee shall at all times satisfy the requirements of TIA §310(a) as if it were
        applicable to this Indenture. The Trustee shall have a combined capital and
        surplus of at least $150 million as set forth in its most recent published
        annual report of condition. The
        Trustee shall comply with TIA §310(b) as if it were applicable to this
        Indenture, *provided* , *however* ,
        that
        for purposes of this Indenture, all references in TIA §310(b) to actions by or
        application to the SEC shall be deemed deleted; provided, *further* ,
        that
        there shall be excluded from the operation of TIA §310(b)(1) any indenture or
        indentures under which other securities or certificates of interest or
        participation in other securities of the Issuer are outstanding if the
        requirements for such exclusion set forth in TIA §310(b)(1) are
        met.
  Section
        7.11  Preferential
        Collection of Claims Against Issuer . The
        Trustee shall comply with TIA §311(a) as if it were applicable to this
        Indenture, excluding any creditor relationship listed in TIA §311(b). A Trustee
        who has resigned or been removed shall comply with the requirements of TIA
        §311(a) to the extent indicated, as if it were applicable to this
        Indenture.
  Section
        7.12  Appointment
        of
        Co-Trustee.
  (a)  Notwithstanding
        any other provisions in this Indenture, at any time, solely for the purpose
        of
        meeting the legal requirements of any jurisdiction, the Trustee shall have
        the
        power and may execute and deliver all instruments necessary to appoint one
        or
        more Persons to act as separate trustee or trustees or as co-trustee or
        co-trustees, and to vest in such Person or Persons, in such capacity and
        subject
        to the other provisions of this Indenture, such powers, duties, obligations
        and
        rights as the Trustee may consider necessary or desirable. No co-trustee
        hereunder shall be required to meet the terms of eligibility as a successor
        trustee under this Indenture and no notice to Holders of Notes of the
        appointment of a separate trustee or co-trustee shall be required under this
        Indenture.
  
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 (b)  Every
        separate trustee or co-trustee shall, to the extent permitted by law, be
        appointed and act subject to the following provisions and
        conditions:
  (i)  all
        rights, powers, duties and obligations conferred or imposed upon the Trustee
        shall be conferred or imposed upon and exercised or performed by the Trustee
        and
        such separate trustee or co-trustee jointly (it being understood that such
        separate trustee or co-trustee is not authorized to act separately without
        the
        Trustee joining in such act), except to the extent that under any law of
        any
        jurisdiction in which any particular act or acts are to be performed the
        Trustee
        shall be incompetent or unqualified to perform such act or acts, in which
        event
        such rights, powers, duties and obligations shall be exercised and performed
        singly by such co-trustee, but solely at the direction of the
        Trustee;
  (ii)  no
        trustee hereunder shall be personally liable by reason of any act or omission
        of
        any other trustee hereunder; and
  (iii)  the
        Trustee may at any time accept the resignation of or remove any separate
        trustee
        or co-trustee.
  (c)  Any
        written notice, request or other writing given to the Trustee shall be deemed
        to
        have been given to each of the then separate trustees or co-trustees, as
        effectively as if given to each of them. Every instrument appointing any
        separate trustee or co-trustee shall refer to this Indenture and the conditions
        of this Article VII .
        Each
        separate trustee or co-trustee, upon its acceptance of the trusts conferred,
        shall be vested with the estates or property specified in its instrument
        of
        appointment, jointly with the Trustee, subject to all the provisions of this
        Indenture, specifically including every provision of this Indenture relating
        to
        the conduct of, affecting the liability of, or affording protection or rights
        (including the rights to compensation, reimbursement and indemnification
        hereunder) to, the Trustee. Every such instrument shall be filed with the
        Trustee.
  (d)  Any
        separate trustee or co-trustee may at any time constitute the Trustee or
        its
        agent or attorney-in-fact with full power and authority, to the extent not
        prohibited by law, to do any lawful act under or in respect of this Indenture
        on
        its behalf and in its name. If any separate trustee or co-trustee shall die
        or
        cease to exist, become incapable of acting, resign or be removed, all of
        its
        estates, properties, rights, remedies and trusts shall vest in and be exercised
        by the Trustee, to the extent permitted by law, without the appointment of
        a new
        or successor trustee.
  Section
        7.13  Authorization
        of Trustee .
        Each
        Holder by its acceptance of Notes under this Indenture will be deemed to
        have
        appointed the Trustee as its agent for the purpose of appointing, designating
        and authorizing HSBC Bank USA, National Association to act as Collateral
        and
        Intercreditor Agent pursuant to and in accordance with the terms and conditions
        set forth in respect of the Collateral and Intercreditor Agent in the Master
        Collateral and Intercreditor Agreement and the other Collateral
        Documents.
  Section
        7.14  Actions
        to
        be Taken by Trustee Under the Master Collateral and Intercreditor
        Agreement .
        Notwithstanding any other provision contained herein to the contrary,
  
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 in
        the
        event that any consent, approval, waiver or other direction of the Holders
        is
        sought by the Master Collateral and Intercreditor Agent pursuant to the Master
        Collateral and Intercreditor Agreement, the Trustee, promptly upon the receipt
        of notice from the Master Collateral and Intercreditor Agent describing the
        action to be voted on in accordance with the Master Collateral and Intercreditor
        Agreement, shall promptly notify the Holders thereof and seek instructions
        therefrom. The Trustee shall promptly notify the Master Collateral and
        Intercreditor Agent of the instructions that it shall have received from
        the
        Holders.
  **ARTICLE
        VIII**
  DEFEASANCE;
        DISCHARGE OF INDENTURE
  Section
        8.1  Legal
        Defeasance and Covenant Defeasance .
  (a)  The
        Issuer may, at its option, at any time, elect to have either paragraph (b)
        or (c) of this Section
        8.1 be
        applied to all Outstanding Notes upon compliance with the conditions set
        forth
        in Section
        8.2 .
  (b)  Upon
        the
        Issuer’s exercise under paragraph (a) of this Section
        8.1 of the
        option applicable to this paragraph (b), the Issuer shall, subject
        to the
        satisfaction of the conditions set forth in Section
        8.2 ,
        be
        deemed to have been discharged from its obligations with respect to all
        Outstanding Notes on the date all of the conditions set forth in Section
        8.2 (including Section
        8.2(d)(ii) )
        are
        satisfied (hereinafter, “ Legal
        Defeasance ”).
        For
        this purpose, Legal Defeasance means that the Issuer shall be deemed to have
        paid and discharged the entire Indebtedness represented by the Outstanding
        Notes, which shall thereafter be deemed to be Outstanding only for the purposes
        of Section
        8.3 and the
        other Sections of this Indenture referred to in clause (i) or (ii)
        of
        this paragraph (b), and to have satisfied all its other obligations
        under
        such Notes and this Indenture (and the Trustee, on demand of and at the expense
        of the Issuer, shall execute proper instruments acknowledging the same),
        except
        for the following provisions, which shall survive until otherwise terminated
        or
        discharged hereunder:
  (i)  the
        rights of Holders to receive payments in respect of the principal of, premium,
        if any, and interest on such Notes when such payments are due,
  (ii)  the
        Issuer’s obligations with respect to such Notes under Article II and Section
        3.3 ,
  (iii)  the
        rights, powers, trusts, duties and immunities of the Trustee hereunder and
        the
        Issuer’s obligations in connection therewith, and
  (iv)  this Article VIII .
  Subject
        to compliance with this Article VIII ,
        the
        Issuer may exercise its option under this paragraph (b) notwithstanding
        the
        prior exercise of its option under paragraph (c) of this Section
        8.1 .
  (c)  Upon
        Legal Defeasance (subject to the satisfaction of the conditions set forth
        in
        Section 8.2), the Master Collateral and Intercreditor Agreement shall terminate
        with
  
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 respect
        to each Holder in respect of the Notes, and the Liens on the Collateral securing
        such Notes shall be released from securing such Notes, *provided* that the
        provisions of Sections 2.3(c), 2.3(i), 5.1, 7.4, 11.2, 11.8, 11.9, 11.10
        and
        11.14 of the Master Collateral and Intercreditor Agreement shall survive
        any
        such termination.
  (d)  Upon
        the
        Issuer’s exercise under paragraph (a) of this Section
        8.1 of the
        option applicable to this paragraph (c), the Issuer shall, subject
        to the
        satisfaction of the applicable conditions set forth in Section
        8.2 ,
        be
        released from its obligations under the covenants contained in Section 3.4 , Section
        3.6 , Section
        3.7, Sections 3.8 , Section 3.9 , Section 3.12 , Section 3.13 , Section 3.14 , Section 3.15 , Section 3.16 , Section 3.18 , Section
        4.1(a)(ii) and Section
        4.1(d) with
        respect to the Outstanding Notes on and after the date the conditions set
        forth
        below are satisfied (hereinafter, “ Covenant
        Defeasance ”),
        and
        the Notes shall thereafter be deemed not Outstanding for the purposes of
        any
        direction, waiver, consent or declaration or act of Holders (and the
        consequences of any thereof) in connection with such covenants, but shall
        continue to be Outstanding for all other purposes hereunder. For this purpose,
        such Covenant Defeasance means that, with respect to the Outstanding Notes,
        the
        Issuer may omit to comply with and shall have no liability in respect of
        any
        term, condition or limitation set forth in any such covenant, whether directly
        or indirectly, by reason of any reference elsewhere herein to any such covenant
        or by reason of any reference in any such covenant to any other provision
        herein
        or in any other document and such omission to comply with such covenant shall
        not constitute a Default or an Event or Default under Section 6.1(a)(iii) (except
        in respect of a failure to perform or comply with Section
        4.1(c) ), Section
        6.1(a)(iv) or Section
        6.1(a)(v) ,
        but,
        except as specified above, the remainder of this Indenture and such Notes
        shall
        be unaffected thereby.
  Section
        8.2  Conditions
        to Defeasance .
        The
        Issuer may exercise its Legal Defeasance option or its Covenant Defeasance
        option only if:
  (a)  the
        Issuer has irrevocably deposited with the Trustee, in trust, for the benefit
        of
        the Holders, cash in U.S. Dollars, certain direct non-callable obligations
        of,
        or guaranteed by, the United States, or a combination thereof, in such amounts
        as will be sufficient without reinvestment, in the opinion of a nationally
        recognized firm of independent public accountants, to pay the principal of,
        premium, if any, and interest (including Additional Amounts) on the Notes
        on the
        stated date for payment thereof or on the applicable redemption date, as
        the
        case may be;
  (b)  in
        the
        case of Legal Defeasance, the Issuer has delivered to the Trustee an Opinion
        of
        Counsel from counsel in the United States reasonably acceptable to the Trustee
        and independent of the Issuer to the effect that:
  (i)  the
        Issuer has received from, or there has been published by, the Internal Revenue
        Service of the United States a ruling; or
  (ii)  since
        the
        Issue Date, there has been a change in the applicable U.S. federal income
        tax
        law,
  
 86
 
 in
        either
        case to the effect that, and based thereon such Opinion of Counsel shall
        state
        that, the Holders will not recognize income, gain or loss for U.S. federal
        income tax purposes as a result of such Legal Defeasance and will be subject
        to
        U.S. federal income tax on the same amounts, in the same manner and at the
        same
        times as would have been the case if such Legal Defeasance had not
        occurred;
  (c)  in
        the
        case of Covenant Defeasance, the Issuer has delivered to the Trustee an Opinion
        of Counsel in the United States reasonably acceptable to the Trustee to the
        effect that the Holders will not recognize income, gain or loss for U.S.
        federal
        income tax purposes as a result of such Covenant Defeasance and will be subject
        to U.S. federal income tax on the same amounts, in the same manner and at
        the
        same times as would have been the case if such Covenant Defeasance had not
        occurred;
  (d)  in
        the
        case of Legal Defeasance or Covenant Defeasance, the Issuer has delivered
        to the
        Trustee:
  (i)  an
        Opinion of Counsel from counsel in Mexico reasonably acceptable to the Trustee
        and independent of the Issuer to the effect that, based upon Mexican law
        then in
        effect, Holders will not recognize income, gain or loss for Mexican tax
        purposes, including withholding tax except for withholding tax then payable
        on
        interest payments due, as a result of Legal Defeasance or Covenant Defeasance,
        as the case may be, and will be subject to Mexican taxes on the same amounts
        and
        in the same manner and at the same time as would have been the case if such
        Legal Defeasance or Covenant Defeasance, as the case may be, had not occurred,
        or
  (ii)  a
        ruling
        directed to the Trustee received from the tax authorities of Mexico to the
        same
        effect as the Opinion of Counsel described in Section
        8.2(d)(i) above ;
  (e)  no
        Default or Event of Default shall have occurred and be continuing on the
        date of
        the deposit pursuant to Section
        8.2(a) (except
        any Default or Event of Default resulting from the failure to comply with Section
        3.6 as a
        result of the borrowing of the funds required to effect such deposit) and,
        insofar as Events of Default from bankruptcy or insolvency events are concerned,
        at any time in the period ending on the 123rd day after the date of deposit,
        and
        the Trustee has received Officers’ Certificates to such effect on the date of
        such deposit and, in the case of Legal Defeasance, on such 123rd day;
  (f)  the
        Trustee has received an Officers’ Certificate stating that such Legal Defeasance
        or Covenant Defeasance will not result in a breach or violation of, or
        constitute a default under this Indenture or any other material agreement
        or
        instrument to which the Issuer or any of its Subsidiaries is a party or by
        which
        the Issuer or any of its Subsidiaries is bound;
  (g)  the
        Issuer has delivered to the Trustee an Officers’ Certificate stating that the
        deposit was not made by the Issuer with the intent of preferring the Holders
        over any other creditors of the Issuer or any Subsidiary of the Issuer or
        with
        the intent of defeating, hindering, delaying or defrauding any other creditors
        of the Issuer or others;
  (h)  the
        Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of
        Counsel from counsel reasonably acceptable to the Trustee and independent
        of the
  
 87
 
 Issuer,
        each stating that all conditions precedent provided for or relating to the
        Legal
        Defeasance or the Covenant Defeasance have been complied with;
  (i)  the
        Issuer has delivered to the Trustee an Opinion of Counsel from counsel
        reasonably acceptable to the Trustee and independent of the Issuer to the
        effect
        that after the 123rd day following the deposit, the trust funds will not
        be
        subject to the effect of any applicable bankruptcy, insolvency, reorganization
        or similar laws affecting creditors’ rights generally; and
  (j)  the
        Issuer has delivered to the Trustee an Opinion of Counsel from counsel
        reasonably acceptable to the Trustee and independent of the Issuer to the
        effect
        that the trust resulting from the deposit does not constitute, or is qualified
        as, a regulated investment company under the Investment Issuer Act of 1940.
  Section
        8.3  Application
        of Trust Money .
        The
        Trustee shall hold in trust U.S. Legal Tender or U.S. Government Obligations
        deposited with it pursuant to this Article VIII .
        It
        shall apply the deposited money and the U.S. Legal Tender from U.S. Government
        Obligations through the Paying Agent and in accordance with this Indenture
        to
        the payment of principal of and interest on the Notes.
  Section
        8.4  Repayment
        to Issuer .
  (a)  The
        Trustee and the Paying Agent shall promptly turn over to the Issuer upon
        request
        any excess money or securities held by them upon payment of all the obligations
        under this Indenture.
  (b)  Subject
        to any applicable abandoned property law, the Trustee and the Paying Agent
        shall
        pay to the Issuer upon request any money held by them for the payment of
        principal of or interest on the Notes that remains unclaimed for two years,
        and,
        thereafter, Holders entitled to the money must look to the Issuer for payment
        as
        general creditors.
  Section
        8.5  Indemnity
        for U.S. Government Obligations .
        The
        Issuer shall pay and shall indemnify the Trustee against any tax, fee or
        other
        charge imposed on or assessed against deposited U.S. Government Obligations
        or
        the principal and interest received on such U.S. Government
        Obligations.
  Section
        8.6  Reinstatement .
        If the
        Trustee or Paying Agent is unable to apply any U.S. Legal Tender or U.S.
        Government Obligations in accordance with this Article VIII by
        reason of any legal proceeding or by reason of any order or judgment of any
        court or Governmental Authority enjoining, restraining or otherwise prohibiting
        such application, the obligations of the Issuer under this Indenture and
        the
        Notes shall be revived and reinstated as though no deposit had occurred pursuant
        to this Article VIII until
        such time as the Trustee or Paying Agent is permitted to apply all such U.S.
        Legal Tender or U.S. Government Obligations in accordance with this Article VIII ; *provided* , *however* ,
        that,
        if the Issuer has made any payment of principal of or interest on any Notes
        because of the reinstatement of its obligations, the Issuer shall be subrogated
        to the rights of the Holders of such Notes to receive such payment from the
        U.S.
        Legal Tender or U.S. Government Obligations held by the Trustee or Paying
        Agent.
   88
  Section
        8.7  Satisfaction
        and Discharge .  The
        Indenture will be discharged and will cease to be of further effect (except
        as
        to surviving rights or registration of transfer or exchange of the Notes,
        as
        expressly provided for in this Indenture) as to all Outstanding Notes
        when:
  (a)  either:
  (i)  all
        the
        Notes theretofore executed, authenticated and delivered (except lost, stolen
        or
        destroyed Notes which have been replaced or paid and Notes for whose payment
        money has theretofore been deposited in trust or segregated and held in trust
        by
        the Issuer and thereafter repaid to the Issuer or discharged from such trust)
        have been delivered to the Trustee for cancellation; or
  (ii)  all
        Notes
        not theretofore delivered to the Trustee for cancellation have become due
        and
        payable, and the Issuer has irrevocably deposited or caused to be deposited
        with
        the Trustee U.S. Legal Tender or U.S. Government Obligations sufficient without
        reinvestment to pay and discharge the entire Indebtedness on the Notes not
        theretofore delivered to the Trustee for cancellation, for principal of and
        interest on the Notes to the date of deposit, together with irrevocable
        instructions from the Issuer directing the Trustee to apply such funds to
        the
        payment;
  (b)  the
        Issuer has paid all other sums payable under this Indenture and the Notes
        by the
        Issuer; and
  (c)  the
        Issuer has delivered to the Trustee an Officers’ Certificate stating that all
        conditions precedent under this Indenture relating to the satisfaction and
        discharge of this Indenture have been complied with.
  **ARTICLE
        IX**
  AMENDMENTS
  Section
        9.1  Without
        Consent of Holders .
  (a)  The
        Issuer, the Note Guarantors and the Trustee may amend this Indenture or the
        Notes without notice to or consent of any Holder:
  (i)  to
        cure
        any ambiguity, omission, defect or inconsistency;
  (ii)  to
        comply
        with Article IV in
        respect of the assumption by a Successor Issuer of the obligations of the
        Issuer
        under the Notes and this Indenture;
  (iii)  to
        provide for uncertificated Notes in addition to or in place of certificated
        Notes; *provided* , *however* ,
        that
        the uncertificated Notes are issued in registered form for purposes of
        Section 163(f) of the Code;
  (iv)  to
        add
        guarantees with respect to the Notes or to add security to the
        Notes;
  
 89
 
 (v)  to
        add to
        the covenants of the Issuer for the benefit of the Holders or to surrender
        any
        right or power herein conferred upon the Issuer;
  (vi)  to
        make
        any change that does not adversely affect the rights of any Holder in any
        material respect;
  (vii)  to
        provide for the issuance of Additional Notes as permitted by Section
        2.2(c) and Section
        2.13 ,
        which
        will have terms substantially identical to the other Outstanding Notes except
        as
        specified in Section
        2.13 ,
        and
        which will be treated, together with any other Outstanding Notes, as a single
        issue of securities.
  (b)  After
        an
        amendment under this Section
        9.1 becomes
        effective, the Issuer shall mail to Holders a notice briefly describing such
        amendment. The failure to give such notice to all Holders, or any defect
        therein, shall not impair or affect the validity of an amendment made under
        this Section
        9.1 .
  Section
        9.2  With
        Consent of Holders .
  (a)  The
        Issuer ,
        the
        Note Guarantors and the
        Trustee may amend this Indenture or the Notes or any of the Collateral Documents
        without notice to any Holder but with the written consent of the Holders
        of at
        least a majority in principal amount of the Outstanding Notes (including,
        without limitation, consents obtained in connection with a purchase of, or
        tender offer or exchange offer for, Notes). However, without the consent
        of each
        Holder affected, an amendment may not:
  (i)  reduce
        the amount of Notes whose Holders must consent to an amendment or
        waiver;
  (ii)  reduce
        the rate of or change or have the effect of changing the time for payment
        of
        interest, including Defaulted Interest, on any Notes;
  (iii)  reduce
        the principal of or change or have the effect of changing the fixed maturity
        of
        any Notes, or change the date on which any Notes may be subject to redemption,
        or reduce the redemption price therefor;
  (iv)  make
        any
        Notes payable in money other than that stated in the Notes;
  (v)  make
        any
        change in the provisions of this Indenture entitling each Holder to receive
        payment of principal of, premium, if any, and interest on such Note on or
        after
        the due date thereof or to bring suit to enforce such payment, or permitting
        Holders of a majority in principal amount of Outstanding Notes to waive Defaults
        or Events of Default;
  (vi)  amend,
        change or modify in any material respect the obligation of the Issuer to
        make
        and consummate a Change of Control Offer in respect of a Change of Control
        that
        has occurred or make and consummate an Asset Sale Offer with respect to any
        Asset Sale, Collateral Asset Sale or Event of Loss that has occurred;
  
 90
 
 (vii)  make
        any
        change in the provisions of Section 3.17 of this Indenture that adversely
        affects the rights of any Holder, or amend the terms of the Notes in any
        way
        that would result in a loss of any exemption from any Taxes;
  (viii)  eliminate
        or modify in any manner which adversely affects Holders in any material respect,
        the obligations of a Note Guarantor with respect to its Note Guarantee, except
        as otherwise expressly provided for in this Indenture; or
  (ix)  terminate,
        or deprive any Holder of the benefit of, the Liens of the Collateral Documents
        on all or substantially all of the Collateral, other than to the extent
        expressly permitted by this Indenture and the Collateral Documents.
  (b)  It
        shall
        not be necessary for the consent of the Holders under this Section 9.2 to
        approve the particular form of any proposed amendment, supplement or waiver,
        but
        it shall be sufficient if such consent approves the substance
        thereof.
  (c)  After
        an
        amendment, supplement or waiver under this Section
        9.2 becomes
        effective, the Issuer shall mail to Holders a notice briefly describing such
        amendment, supplement or waiver. The failure to give such notice to all Holders,
        or any defect therein, shall not impair or affect the validity of an amendment,
        supplement or waiver under this Section
        9.2 .
  Section
        9.3  Revocation
        and Effect of Consents and Waivers .
  (a)  A
        consent
        to an amendment, supplement or waiver by a Holder of a Note shall bind the
        Holder and every subsequent Holder of that Note or portion of the Note that
        evidences the same debt as the consenting Holder’s Note, even if notation of the
        consent or waiver is not made on the Note. However, any such Holder or
        subsequent Holder may revoke the consent or waiver as to such Holder’s Note or
        portion of the Note if the Trustee receives the notice of revocation before
        the
        date the amendment, supplement or waiver becomes effective. After an amendment,
        supplement or waiver becomes effective, it shall bind every Holder, except
        as
        otherwise provided in this Article IX .
        An
        amendment, supplement or waiver shall become effective upon receipt by the
        Trustee of the requisite number of written consents under Section
        9.2 .
  (b)  The
        Issuer may, but shall not be obligated to, fix a record date for the purpose
        of
        determining the Holders entitled to give their consent or take any other
        action
        described above or required or permitted to be taken pursuant to this Indenture.
        If a record date is fixed, then notwithstanding the immediately preceding
        paragraph, those Persons who were Holders at such record date (or their duly
        designated proxies), and only those Persons, shall be entitled to give such
        consent or to revoke any consent previously given or to take any such action,
        whether or not such Persons continue to be Holders after such record date.
        No
        such consent shall be valid or effective for more than 90 days after such
        record
        date.
  Section
        9.4  Notation
        on or Exchange of Notes .
        If an
        amendment or supplement changes the terms of a Note, the Trustee may require
        the
        Holder of the Note to deliver it to the Trustee. The Trustee may place an
        appropriate notation on the Note regarding the changed terms and return it
        to
        the Holder. Alternatively, if the Issuer or the Trustee so determines, the
        Issuer in exchange for the Note will execute and upon Issuer Order the Trustee
  
 91
 
 will
        authenticate a new Note that reflects the changed terms. Failure to make
        the
        appropriate notation or to issue a new Note shall not affect the validity
        of
        such amendment or supplement.
  Section
        9.5  Trustee
        to
        Sign Amendments and Supplements .
        The
        Trustee shall sign any amendment or supplement authorized pursuant to this Article IX if the
        amendment or supplement does not adversely affect the rights, duties,
        liabilities or immunities of the Trustee. If it does, the Trustee may but
        need
        not sign it. In signing such amendment or supplement the Trustee shall be
        entitled to receive indemnity satisfactory to it and to receive, and (subject
        to Section
        7.1 and Section
        7.2 )
        shall
        be fully protected in relying upon, such evidence as it deems appropriate,
        including, without limitation, solely on an Opinion of Counsel and Officers’
        Certificate stating that such amendment or supplement is authorized or permitted
        by this Indenture.
  Section
        9.6  Evidence
        of Action Taken by Noteholders .
        Any
        request, demand, authorization, direction, notice, consent, waiver or other
        action provided by this Indenture to be given or taken by Noteholders may
        be
        embodied in and evidenced by one or more instruments of substantially similar
        tenor signed by such Noteholders 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 7.1
        and
        7.2) conclusive in favor of the Trustee and the Issuer, if made in the manner
        provided in this Article.
  **ARTICLE
        X**
  NOTE
        GUARANTEES
  Section
        10.1  Note
        Guarantees .
  (a)  Each
        Note
        Guarantor hereby fully, unconditionally and irrevocably guarantees, as primary
        obligor and not merely as surety, jointly and severally with each other Note
        Guarantor, to each Holder and the Trustee the full and punctual payment when
        due, whether at maturity, by acceleration, by redemption or otherwise, of
        the
        Obligations hereunder (such guaranteed Obligations, the “ Guaranteed
        Obligations ”).
        Each
        Note Guarantor further agrees (to the extent permitted by law) that such
        Obligations may be extended or renewed, in whole or in part, without notice
        or
        further assent from it, and that it will remain bound under this Article
        X notwithstanding
        any extension or renewal of any such Obligation. Each Note Guarantor hereby
        agrees to pay, in addition to the amounts stated above, any and all reasonable
        out-of-pocket expenses (including reasonable out-of-pocket counsel fees and
        expenses) incurred by the Trustee or the Holders in enforcing any rights
        under
        any Note Guarantee.
  (b)  Each
        Note
        Guarantor waives presentation to, demand of payment from and protest to the
        Issuer of any of the Guaranteed Obligations and also waives notice of protest
        for nonpayment. Each Note Guarantor waives notice of any default under the
        Notes
        or the Guaranteed Obligations. The obligations of each Note Guarantor hereunder
        shall not be affected by (i) the failure of any Holder to assert any
        claim
        or demand or to enforce any right or remedy
  
 92
 
 against
        the Issuer or any other Person under this Indenture or the Notes; (ii) any
        extension or renewal of any thereof; (iii) any rescission, waiver,
        amendment or modification of any of the terms or provisions of this Indenture
        or
        the Notes; (iv) the release of any security held by any Holder or
        the
        Trustee for the Guaranteed Obligations or any of them; or (v)  any
        change
        in the ownership of the Issuer.
  (c)  Each
        Note
        Guarantor further agrees that its Note Guarantee herein constitutes a guarantee
        of payment when due (and not a guarantee of collection) and waives any right
        to
        require that any resort be had by any Holder to any security held for payment
        of
        any Guaranteed Obligations.
  (d)  The
        obligations of each Note Guarantor hereunder shall not be subject to any
        reduction, limitation, impairment or termination for any reason (other than
        payment of the Guaranteed Obligations in full), including any claim of waiver,
        release, surrender, alteration or compromise, and shall not be subject to
        any
        defense of setoff, counterclaim, recoupment or termination whatsoever or
        by
        reason of the invalidity, illegality or unenforceability of the Obligations
        or
        otherwise. Without limiting the generality of the foregoing, the obligations
        of
        each Note Guarantor herein shall not be discharged or impaired or otherwise
        affected by the failure of any Holder to assert any claim or demand or to
        enforce any remedy under this Indenture or the Notes, by any waiver or
        modification of any thereof, by any default, failure or delay, willful or
        otherwise, in the performance of the Guaranteed Obligations, or by any other
        act
        or omission or delay to do any other act which may or might in any manner
        or to
        any extent vary the risk of such Note Guarantor or would otherwise operate
        as a
        discharge of such Note Guarantor as a matter of law or equity.
  (e)  Each
        Note
        Guarantor further agrees that its Note Guarantee herein shall continue to
        be
        effective or be reinstated, as the case may be, if at any time payment, or
        any
        part thereof, of principal of or interest on any of the Obligations is rescinded
        or must otherwise be restored by any Holder upon the bankruptcy or
        reorganization of the Issuer or otherwise.
  (f)  In
        furtherance of the foregoing and not in limitation of any other right which
        any
        Holder has at law or in equity against each Note Guarantor by virtue hereof,
        upon the failure of the Issuer to pay any of the Obligations hereunder when
        and
        as the same shall become due, whether at maturity, by acceleration, by
        redemption or otherwise, each Note
        Guarantor hereby promises to and will, upon receipt of written demand by
        the
        Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount
        equal to the sum of:
  (i)  the
        unpaid amount of such Obligations then due and owing; and
  (ii)  accrued
        and unpaid interest on such Obligations then due and owing (but only to the
        extent not prohibited by law).
  (g)  Each
        Note
        Guarantor further agrees that, as between such Note Guarantor, on the one
        hand,
        and the Holders, on the other hand:
  (i)  the
        maturity of the Guaranteed Obligations may be accelerated as provided in
        this
        Indenture for the purposes of its Note Guarantee herein, notwithstanding
  
 93
 
 any
        stay,
        injunction or other prohibition preventing such acceleration in respect of
        the
        Guaranteed Obligations; and
  (ii)  in
        the
        event of any such declaration of acceleration of such Guaranteed Obligations,
        such Guaranteed Obligations (whether or not due and payable) shall forthwith
        become due and payable by such Note Guarantor for the purposes of its Note
        Guarantee.
  Section
        10.2  Limitation
        on Liability; Termination, Release and Discharge .
  (a)  The
        obligations of each Note Guarantor hereunder will be limited to the maximum
        amount as will, after giving effect to all other contingent and fixed
        liabilities of such Note Guarantor and after giving effect to any collections
        from or payments made by or on behalf of any other Note Guarantor in respect
        of
        the obligations of such other Note Guarantor under its Note Guarantee or
        pursuant to its contribution obligations under this Indenture, result in
        the
        obligations of such Note Guarantor under its Note Guarantee not constituting
        a
        fraudulent conveyance or fraudulent transfer under U.S. or Mexican federal
        or
        state law.
  (b)  A
        Note
        Guarantor will be released and relieved of its obligations under its Note
        Guarantee in the event that:
  (i)  there
        is
        a Legal Defeasance of the Notes pursuant to Section
        8.1 ;
        or
  (ii)  there
        is
        a sale or other disposition of 100% of the Capital Stock of such Note Guarantor
        owned by the Issuer and its Restricted Subsidiaries.
  *provided* ,
        that
        the transaction is carried out pursuant to and in accordance with all other
        applicable provisions of this Indenture.
  Section
        10.3  Right
        of Contribution .
        Each
        Note Guarantor that makes a payment or distribution under a Note Guarantee
        will
        be entitled to a contribution from each other Note Guarantor in a pro rata
        amount, based on the net assets of each Note Guarantor determined in accordance
        with Mexican GAAP. The provisions of this Section
        10.3 shall in
        no respect limit the obligations and liabilities of each Note Guarantor to
        the
        Trustee and the Holders and each Note Guarantor shall remain liable to the
        Trustee and the Holders for the full amount guaranteed by such Note Guarantor
        hereunder.
  Section
        10.4  No
        Subrogation .
        Each
        Note Guarantor agrees that it shall not be entitled to any right of subrogation
        in respect of any Guaranteed Obligations until payment in full in U.S. Legal
        Tender of all Obligations. If any amount shall be paid to any Note Guarantor
        on
        account of such subrogation rights at any time when all of the Obligations
        shall
        not have been paid in full in U.S. Legal Tender, such amount shall be held
        by
        such Note Guarantor in trust for the Trustee and the Holders, segregated
        from
        other funds of such Note Guarantor, and shall, forthwith upon receipt by
        such
        Note Guarantor, be turned over to the Trustee in the exact form received
        by such
        Note Guarantor (duly endorsed by such Note Guarantor to the Trustee, if
        required), to be applied against the Obligations.
   94
  Section
        10.5  New
        Note Guarantees .  (a)
        The
        Issuer shall cause each Restricted Subsidiary that is a Grantor Subsidiary
        at
        any time to become a Note Guarantor ; provided that no
        Grantor Subsidiary shall be required to be a Note Guarantor solely due to
        its
        ownership of shares of Comegua. Accordingly, the Issuer shall cause any
        Restricted Subsidiary that shall become or is required to become a Grantor
        Subsidiary after the Issue Date (a “ New
        Note Guarantor ”)
        to
        concurrently grant a guarantee (a “ New
        Note Guarantee ”)
        of the
        Issuer’s Obligations under this Indenture and the Notes to the same extent that
        the Note Guarantors have guaranteed the Issuer’s Obligations under this
        Indenture and the Notes by executing a supplemental indenture substantially
        in
        the form of Exhibit
        E and
        providing the Trustee with an Officers’ Certificate and Opinion of
        Counsel.
  (b)  The
        Issuer shall cause each New Note Guarantor to become a party to the Master
        Collateral and Intercreditor Agreement and comply with the terms thereof,
        including but not limited to, the provisions set forth in Sections 7.2 and
        7.3
        thereof.
  Section
        10.6  Waivers.
  (a)  Each
        Note
        Guarantor hereby waives any right to which it may be entitled under applicable
        law to (i) have a suit, action or proceeding be initiated and/or completed
        against the Issuer under this Indenture and/or the Notes, prior to the
        initiation or completion of a suit, action or proceeding against the Note
        Guarantor under its Note Guarantee, (ii) require that the assets of the Issuer
        be used, applied or depleted before the assets of the Note Guarantor may
        be
        used, applied or depleted in connection with its Note Guarantee, and (iii)
        have
        any claims against the Issuer arising under the Notes or this Indenture and/or
        against the Note Guarantors under their respective Note Guarantee, be divided
        among the Note Guarantors.
  (b)  To
        the
        fullest extent permitted under applicable law, each Note Guarantor hereby
        waives
        its rights under Articles 2814, 2815, 2817, 2818, 2820, 2821, 2822, 2823,
        2827,
        2837, 2838, 2840, 2842, 2845, 2846, 2847, 2848 and 2849 of Mexico’s Federal
        Civil Code and the corresponding articles of the civil codes of each of Mexico’s
        states.
  **ARTICLE
        XI**
  COLLATERAL
        AND SECURITY
  Section
        11.1  Master
        Collateral and Intercreditor Agreement and Collateral Documents .
        The due
        and punctual payment of the principal of, interest and additional interest,
        if
        any, on and Additional Amounts with respect to the Notes when and as the
        same
        shall be due and payable, whether on an Interest Payment Date, at maturity,
        by
        acceleration, repurchase, redemption or otherwise, and interest on the overdue
        principal of, interest and additional interest, if any, on and Additional
        Amounts with respect to the Notes and performance of all other Obligations
        of
        the Issuer and the Note Guarantors to the Holders or the Trustee under this
        Indenture, the Notes and the Collateral Documents, according to the terms
        hereunder or thereunder, are and will be secured as provided in the Master
        Collateral and Intercreditor Agreement and the Collateral Documents which
        define
        the terms of the Liens that secure the Obligations under the Indenture and
        the
        Notes and provide that the Liens granted thereunder secure the Obligations
        under
        the Indenture and the Notes on a first-priority basis (subject to
  
 95
 
 Collateral
        Permitted Liens) equally and ratably with all Permitted Secured Obligations
        subject to the terms of the Master Collateral and Intercreditor Agreement
        and
        the Collateral Documents. Each Holder, by its acceptance of a Note, consents
        and
        agrees to all of the terms of the Collateral Documents and the Master Collateral
        and Intercreditor Agreement (including the provisions providing for the exercise
        of remedies and release of Collateral) as the same may be in effect or may
        be
        amended from time to time in accordance with their terms, and authorizes
        and
        directs the Trustee to enter into the Master Collateral and Intercreditor
        Agreement, to cause the Collateral and Intercreditor Agent to enter into
        the
        Collateral Documents on the Trustee’s and the other Secured Parties’ behalf and
        to perform or cause to be performed obligations and exercise rights thereunder
        in accordance therewith. To the extent permitted by, and subject to the terms
        of
        the Master Collateral and Intercreditor Agreement, the Issuer shall deliver
        to
        the Trustee copies of all documents delivered from time to time to the
        Collateral and Intercreditor Agent pursuant to the Collateral Documents and
        the
        Master Collateral and Intercreditor Agreement, and will do or cause to be
        done
        all such acts and things as may be required by the next sentence of this Section
        11.1(a) ,
        to
        assure and confirm to the Trustee the Liens upon the Collateral contemplated
        hereby, by the Collateral Documents or any part thereof, as from time to
        time
        constituted, so as to render the same available for the security and benefit
        of
        this Indenture and of the Obligations secured hereby, according to the intent
        and purposes herein expressed. The Issuer and the Note Guarantors shall take,
        and shall cause their Grantor Subsidiaries party thereto to take, any and
        all
        actions required under the Master Collateral and Intercreditor Agreement
        to
        cause the Master Collateral and Intercreditor Agreement and Collateral Documents
        to create and maintain, as security for the Obligations of the Issuer and
        the
        Note Guarantors hereunder, a valid and enforceable perfected Lien on all
        the
        Collateral, in favor of the Collateral and Intercreditor Agent for the ratable
        benefit of the Secured Parties, first in priority (subject to Collateral
        Permitted Liens) to any and all Liens at any time granted upon the Collateral.
        The Trustee, the Issuer and the Note Guarantors hereby acknowledge and agree
        that the Collateral and Intercreditor Agent holds the Collateral for the
        ratable
        benefit of the Holders, the Trustee and the other Secured Parties pursuant
        to
        the terms of the Collateral Documents and subject to the terms of the Master
        Collateral and Intercreditor Agreement.
  Section
        11.2  Suits
        to
        Protect the Collateral .
        Subject
        in all respects to the terms and conditions of the Master Collateral and
        Intercreditor Agreement, the Trustee shall have power to institute and to
        maintain such suits and proceedings as it may deem expedient to prevent any
        impairment of the Collateral by any acts which may be unlawful or in violation
        of this Indenture or any of the Collateral Documents, and such suits and
        proceedings as the Trustee may deem expedient to preserve or protect its
        interests and the interests of the Holders in the Collateral and in the
        principal, interest, issues, profits, rents, revenues and other income arising
        therefrom, including power to institute and maintain suits or proceedings
        to
        restrain the enforcement of or compliance with any legislative or other
        governmental enactment, rule or order that may be unconstitutional or otherwise
        invalid, if the enforcement of, or compliance with, such enactment, rule
        or
        order would impair the security hereunder or under any of the Collateral
        Documents, or be prejudicial to the interests of the Holders or the
        Trustee.
  Section
        11.3  Possession
        of the Collateral.
  Until
        the
        occurrence of a Collateral Event of Default, the Issuer shall, and shall
        cause
        each of the Grantor Subsidiaries to, possess, manage, operate and enjoy,
        as
        applicable, the
  
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 Collateral
        in accordance with the terms hereof and of the Master Collateral and
        Intercreditor Agreement and the Collateral Documents.
  Section
        11.4  Release
        of Collateral .
        (a) Collateral
        may be released from the Liens and security interest created by the Collateral
        Documents at any time or from time to time in accordance with the provisions
        of
        the Collateral Documents, including the Master Collateral and Intercreditor
        Agreement. Upon the request of the Issuer and the Grantor Subsidiaries pursuant
        to an Officers’ Certificate certifying that all conditions precedent hereunder
        have been met, the compliance with the applicable provisions of the Collateral
        Documents and this Indenture and without the consent of any Holder, the Issuer
        and the Grantor Subsidiaries will be entitled to releases of assets included
        in
        the Collateral from the Liens securing the Notes in connection with any one
        or
        more of the following circumstances: (i) any Collateral Asset Sale pursuant
        to
        Section 3.9 hereof or any sale of Obsolete Equipment; or (ii) any release
        of
        Collateral pursuant to Section 7.5 or 7.6 of the Master Collateral and
        Intercreditor Agreement.
  (b)  The
        release of any Collateral from the terms of the Collateral Documents shall
        not
        be deemed to impair the security under this Indenture in contravention of
        the
        provisions hereof if and to the extent the Collateral is released pursuant
        to
        the terms of the Collateral Documents, the Master Collateral and Intercreditor
        Agreement and this Indenture.
  Section
        11.5  Actions
        by the Trustee .
  The
        Trustee shall have the power to institute and maintain such suits and
        proceedings as it may deem expedient in order to prevent any impairment of
        the
        Collateral by any act that may be unlawful or in violation of this Indenture
        or
        the Collateral Documents, and such suits and proceedings as the Trustee may
        deem
        expedient to preserve or protect its interests and those of the Holders in
        the
        Collateral. No duty beyond that set forth in Section
        7.1 is
        imposed on the Trustee pursuant to this Section 11.5 .
  Section
        11.6  Authorization
        of Actions To Be Taken by the Trustee Under the Collateral Documents and
        the
        Master Collateral and Intercreditor Agreement .
        (a)
        Subject to the provisions of Article IX hereof and the Master Collateral
        and Intercreditor Agreement, the Trustee may, in its sole discretion and
        without
        the consent of the Holders, take, on behalf of the Holders, or direct, on
        behalf
        of the Holders, the Collateral and Intercreditor Agent to take, all actions
        it
        deems necessary or appropriate in order to: (i) enforce any of the terms
        of the
        Collateral Documents and the Master Collateral and Intercreditor Agreement;
        and
        (ii) collect and receive any and all amounts payable in respect of the
        Obligations of the Issuer and the Note Guarantors.
  Section
        11.7  Authorization
        of
        Receipt and Distribution of Funds by the Trustee. The
        Trustee is authorized to receive any funds for the benefit of the Holders
        distributed under the Collateral Documents and the Master Collateral and
        Intercreditor Agreement, and to make further distributions of such funds
        to the
        Holders according to the provisions of this Indenture.
  Section
        11.8  Termination
        of Security Interest .
        The
        Trustee will, at the request of the Issuer and the Note Guarantors, deliver
        a
        certificate to the Collateral and Intercreditor Agent stating that such
        Obligations hereunder have been paid in full, and instruct the Collateral
  
 97
 
 and
        Intercreditor Agent to release the Liens securing the Obligations pursuant
        to
        this Indenture and the Collateral Documents upon (1) a satisfaction and
        discharge of this Indenture as described in Section 8.7. Upon receipt
        of
        such instruction, the Trustee shall request the Collateral and Intercreditor
        Agent to, execute, deliver or acknowledge any necessary or proper instruments
        of
        termination, satisfaction or release to evidence the release of all such
        Liens.
  Section
        11.9  Amendments
        and Modifications to the Master Collateral and Intercreditor Agreement and
        any
        Collateral Document .
        The
        Trustee may agree without notice to any Holder but with the written consent
        of
        the Holders of at least a majority in aggregate principal amount of the
        Outstanding Notes to amend, modify or waive any term or provision under the
        Master Collateral and Intercreditor Agreement or any Collateral Document; *provided* that the
        consent of each Holder affected thereby shall be required to the extent any
        such
        modification, amendment or waiver would terminate, or deprive any Holder
        of the
        benefit of, the Liens of the Collateral Documents on all or substantially
        all of
        the Collateral.
  
 **ARTICLE
        XII**
  MISCELLANEOUS
  Section
        12.1  Notices .
  (a)  Any
        notice or communication shall be in writing and delivered in person or mailed
        by
        first-class mail, postage prepaid, addressed as follows:
  if
        to the
        Issuer:
  Vitro
        Envases Norteamérica, S.A. de C.V.
 Av.
        Ricardo Margain 400
 Col.
        Valle del Campestre
 San
        Pedro
        Garza García ,
        N.L.
 Mexico
 Attention:
        Legal Department
 Fax:
        + 52
        (818) 335-8319
 
 if
        to the
        Trustee:
  The
        Bank
        of New York
 101
        Barclay Street, Floor 21W
 New
        York,
        NY 10286
 United
        States of America
 Attention:
        Corporate Trust Administration
 Fax:
        (212) 815-5802
 
 The
        Issuer or the Trustee by notice to the other may designate additional or
        different addresses for subsequent notices or communications.
  
 98
 
 (b)  Any
        notice or communication mailed to a registered Holder shall be mailed by
        first-class mail, postage prepaid, to the Holder at the Holder’s address as it
        appears on the registration books of the Registrar and shall be sufficiently
        given if so mailed within the time prescribed.
  (c)  Failure
        to mail a notice or communication to a Holder or any defect in it shall not
        affect its sufficiency with respect to other Holders. If a notice or
        communication is mailed in the manner provided above, it is duly given, whether
        or not the addressee receives it.
  (d)  Any
        notice or communication delivered to the Issuer under the provisions herein
        shall constitute notice to the Note Guarantors.
  Section
        12.2  Certificate
        and Opinion as to Conditions Precedent .
        Upon
        any request or application by the Issuer to the Trustee to take or refrain
        from
        taking any action under this Indenture, the Issuer shall furnish to the
        Trustee:
  (a)  an
        Officer’s Certificate in form and substance reasonably satisfactory to the
        Trustee stating that, in the opinion of the signers, all conditions precedent,
        if any, provided for in this Indenture relating to the proposed action have
        been
        complied with; and
  (b)  an
        Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
        stating that, in the opinion of such counsel, all such conditions precedent
        have
        been complied with.
  Section
        12.3  Statements
        Required in Certificate or Opinion .
        Each
        certificate or opinion, including each Officer’s Certificate or Opinion of
        Counsel with respect to compliance with a covenant or condition provided
        for in
        this Indenture shall include:
  (a)  a
        statement that the individual 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 individual, such individual has made
        such
        examination or investigation as is necessary to enable him or her 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 individual, such covenant
        or condition has been complied with.
  In
        giving
        an Opinion of Counsel, counsel may rely as to factual matters on an Officers’
        Certificate or on certificates of public officials.
  Section
        12.4  Rules
        by Trustee, Paying Agent and Registrar .
        The
        Trustee may make reasonable rules for action by, or a meeting of, Holders.
        The
        Registrar and the Paying Agent may make reasonable rules for their
        functions.
   99
  Section
        12.5  Legal
        Holidays .
        A
“ Business
        Day ”
        is a
        day other than a Saturday, Sunday or other day on which commercial banking
        institutions are authorized or required by law or other governmental action
        to
        be closed in the State of New York or Mexico. If a payment date is not a
        Business Day, payment shall be made on the next succeeding Business Day,
        and no
        interest shall accrue for the intervening period. If a regular record date
        is
        not a Business Day, the record date shall not be affected.
  Section
        12.6  Governing
        Law, etc.
  (a)  THIS
        INDENTURE (INCLUDING EACH NOTE GUARANTEE) AND THE NOTES SHALL BE GOVERNED
        BY,
        AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. THE PARTIES
        HERETO EACH HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING
        OR
        COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS INDENTURE, EACH NOTE GUARANTEE
        OR THE NOTES OR ANY TRANSACTION RELATED HERETO OR THERETO TO THE FULLEST
        EXTENT
        PERMITTED BY APPLICABLE LAW.
  (b)  Each
        of
        the parties hereto hereby:
  (i)  agrees
        that any suit, action or proceeding against it arising out of or relating
        to
        this Indenture (including the Note Guarantees) or the Notes, as the case
        may be,
        may be instituted in any Federal or state court sitting in the Borough of
        Manhattan in The City of New York, or in the courts of its respective corporate
        domicile in respect of actions brought against it as a defendant;
  (ii)  waives
        to
        the fullest extent permitted by applicable law, any objection which it may
        now
        or hereafter have to the laying of venue of any such suit, action or proceeding,
        any claim that any suit, action or proceeding in such a court has been brought
        in an inconvenient forum and any right to which it may be entitled on account
        of
        its place of residency or domicile;
  (iii)  irrevocably
        submits to the jurisdiction of such courts in any suit, action or
        proceeding;
  (iv)  agrees
        that final judgment in any such suit, action or proceeding brought in such
        a
        court shall be conclusive and binding and may be enforced in any other court
        of
        competent jurisdiction by a suit upon judgment; and
  (v)  agrees
        that service of process by mail to the addressed specified herein shall
        constitute personal service of such process on it in any such suit, action
        or
        proceeding.
  (c)  The
        Issuer and the Note Guarantors (other than Vitro Packaging) have appointed
        CT
        Corporation System as their authorized agent (the “ Authorized
        Agent ”)
        upon
        whom all writs, process and summonses may be delivered to be forwarded to
        the
        Issuer and the Note Guarantors in any state or federal court in the Borough
        of
        Manhattan The City of New York, New York. The Issuer and the Note Guarantors
        hereby represent and warrant that the Authorized Agent has accepted such
        appointment and has agreed to act as said agent for service
  
 100
 
 of
        process, and the Issuer and the Note Guarantors agree to take any and all
        action, including the filing of any and all documents, that may be necessary
        to
        continue each such appointment in full force and effect as aforesaid so long
        as
        the Notes remain Outstanding. The Issuer and the Note Guarantors agree that
        the
        appointment of the Authorized Agent shall be irrevocable so long as any of
        the
        Notes remain Outstanding or until the irrevocable appointment by the Issuer
        and
        the Note Guarantors of a successor agent in The City of New York, New York
        as
        each of their authorized agent for such purpose and the acceptance of such
        appointment by such successor. Service of process upon the Authorized Agent
        shall be deemed, in every respect, effective service of process upon the
        Issuer
        and the Note Guarantors.
  (d)  To
        the
        extent that any of the Issuer and the Note Guarantors have or hereafter may
        acquire any immunity (sovereign or otherwise) from any legal action, suit
        or
        proceeding, from jurisdiction of any court or from set-off or any legal process
        (whether service or notice, attachment in aid or otherwise) with respect
        to
        itself or any of its property, the Issuer and the Note Guarantors hereby
        irrevocably waive and agree not to plead or claim such immunity in respect
        of
        their obligations under this Indenture or the Notes.
  (e)  Nothing
        in this Section
        12.6 shall
        affect the right of the Trustee or any Holder of the Notes to serve process
        in
        any other manner permitted by law.
  Section
        12.7  No
        Recourse Against Others .
        An
        incorporator, director, officer, employee, stockholder or controlling person,
        as
        such, of the Issuer or any Note Guarantor shall not have any liability for
        any
        obligations of the Issuer or such Note Guarantor under the Notes, this Indenture
        or the Note Guarantees or for any claim based on, in respect of or by reason
        of
        such obligations or their creation. By accepting a Note, each Holder waives
        and
        releases all such liability. The waiver and release shall be part of the
        consideration for the issue of the Notes.
  Section
        12.8  Successors .
        All
        agreements of the Issuer and the Note Guarantors in this Indenture and the
        Notes
        shall bind their respective successors. All agreements of the Trustee in
        this
        Indenture shall bind its successors.
  Section
        12.9  Duplicate
        and Counterpart Originals .
        The
        parties may sign any number of copies of this Indenture. One signed copy
        is
        enough to prove this Indenture. This Indenture may be executed in any number
        of
        counterparts, each of which so executed shall be an original, but all of
        them
        together represent the same agreement.
  Section
        12.10  Severability .
        In case
        any provision in this Indenture or in the Notes shall be invalid, illegal
        or
        unenforceable, the validity, legality and enforceability of the remaining
        provisions shall not in any way be affected or impaired thereby.
  Section
        12.11  Currency
        Indemnity .
  (a)  U.S.
        Legal Tender is the sole currency of account and payment for all sums payable
        by
        the Issuer or any Note Guarantor under or in connection with the Notes or
        this
        Indenture, including damages. Any amount received or recovered in currency
        other
        than U.S. Legal Tender in respect of the Notes (whether as a result of, or
        of
        the enforcement of, a judgment or order of a court of any jurisdiction, in
        the
        winding-up or dissolution of the Issuer, any Subsidiary or otherwise) by
        any
        Holder of the Notes in respect of any sum expressed to be due to
  
 101
 
 it
        from
        the Issuer or any Note Guarantor shall only constitute a discharge of them
        under
        the Notes and this Indenture only to the extent of the U.S. Legal Tender
        amount
        which the recipient is able to purchase with the amount so received or recovered
        in that other currency on the date of that receipt or recovery (or, if it
        is not
        practicable to make that purchase on that date, on the first date on which
        it is
        practicable to do so). If that U.S. Legal Tender amount is less than the
        U.S.
        Legal Tender amount expressed to be due to the recipient under the Notes
        or this
        Indenture, the Issuer shall indemnify and hold harmless the recipient against
        any loss or cost sustained by it in making any such purchase.
  (b)  The
        indemnities of the Issuer and the Note Guarantors contained in this Section
        12.11 ,
        to the
        extent permitted by law: (i) constitute a separate and independent
        obligation from the other obligations of the Issuer and the Note Guarantors
        under this Indenture and the Notes; (ii) shall give rise to a separate
        and
        independent cause of action against the Issuer and the Note Guarantors;
        (iii) shall apply irrespective of any waiver granted by any Holder
        of the
        Notes or the Trustee from time to time; and (iv) shall continue in
        full
        force and effect notwithstanding any other judgment, order, claim or proof
        of
        claim for a liquidated amount in respect of any sum due under the Notes or
        this
        Indenture or any other judgment or order.
  Section
        12.12  Table
        of Contents; Headings .
        The
        table of contents and headings of the Articles and Sections of this Indenture
        have been inserted for convenience of reference only, are not intended to
        be
        considered a part hereof and shall not modify or restrict any of the terms
        or
        provisions hereof.
  Section
        12.13  Inconsistency
        with Master Collateral and Intercreditor Agreement .  Each
        Holder of a Note acknowledges that the Trustee has entered into the Master
        Collateral and Intercreditor Agreement to which it is a party on behalf of
        the
        Holders and all future Holders. Notwithstanding anything to the contrary
        expressed or implied herein, all rights, powers and remedies available to
        the
        Trustee and the Holders, and all future Holders, shall be subject to the
        Master
        Collateral and Intercreditor Agreement. In the event of any conflict or
        inconsistency between the terms and provisions of this Indenture or any Note
        and
        the Master Collateral and Intercreditor Agreement, the terms of the Master
        Collateral and Intercreditor Agreement, as applicable, shall govern and
        control.


102





IN
      WITNESS WHEREOF, the parties have caused this Indenture to be duly executed
      as
      of the date first written above.




VITRO
              ENVASES NORTEAMÉRICA, S.A. DE C.V.By:Name:
              Title:




By:Name:
                Title:





103







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









104







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


105







FABRICACIÓN
                    DE MÁQUINAS,
                    S.A.
                    DE,
                  as
                    a Note
                    GuarantorBy:Name:
                  Title:
  By:Name:
                    Title:









106







PROCESADORA
                    DE MATERIAS PRIMAS
                  INDUSTRIALIZABLES,
                    S.A. DE C.V.,
                  as
                    a Note
                    GuarantorBy:Name:
                  Title:
  By:Name:
                    Title:







107







VIDRIERA
                      MONTERREY, S.A. de C.V.,
                    as
                      a Note
                      GuarantorBy:Name:
                    Title:
  By:Name:
                      Title:







108







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





109




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







110







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







111








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





112


VITRO
                        PACKAGING, INC.,
                      as
                        a Note
                        GuarantorBy:Name:
                      Title:
  By:Name:
                        Title:





113





THE
                        BANK OF NEW YORK,
                      as
                        TrusteeBy:Name:
                      Title:




Attest:




__________________________







114





**EXHIBIT** **A**




FORM
      OF NOTE




***[*** *Include
      the following legend for Global Notes only:*




“THIS
      IS
      A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED TO
      HEREINAFTER.




UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE
      COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
      ANY
      CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
      NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
      IS
      MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS 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 DTC 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 THE INDENTURE REFERRED TO
      ON
      THE REVERSE HEREOF.”]




*[Include
      the following legend on all Notes that are Restricted Notes:*




“ THIS
      NOTE
      AND THE NOTE GUARANTEES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
      ACT
      OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE
      OR ANY OTHER JURISDICTION, AND ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED
      OR
      OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
      UNDER, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, THE SECURITIES
      ACT, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
      UNITED STATES OR ANY OTHER JURISDICTION AND IN ACCORDANCE WITH THE TRANSFER
      RESTRICTIONS CONTAINED IN THE INDENTURE UNDER WHICH THIS NOTE AND THE NOTE
      GUARANTEES WERE ISSUED.”]


















**FORM
      OF FACE OF NOTE**




No.
      [___] Principal
      Amount $[______________]




*[If
      the Note is a Global Note include the following two lines:*


as
      revised by the Schedule of Increases and




Decreases
      in Global Note attached hereto]









CUSIP
      NO.
      ____________




*[If
      the Note is a Regulation S Global Note, delete the reference to CUSIP
      NO.
      and replace it with:*




ISIN
      NO.
      ____________]









Vitro
      Envases Norteamérica, S.A. de C.V., a Mexican *sociedad
      anónima de capital variable* ,
      promises to pay to [___________], or registered assigns, the principal sum
      of
      [__________________] Dollars [ *If
      the Note is a Global Note, add the following* ,
      as
      revised by the Schedule of Increases and Decreases in Global Note attached
      hereto], on July 23, 2011.




Interest
      Payment Dates:  January
      23 and July 23




Record
      Dates: January
      9
      and July 9







2





Additional
      provisions of this Note are set forth on the other side of this
      Note.




VITRO
                        ENVASES NORTEAMÉRICA,
                        S.A.
                        DE C.V.,By:Name:
                      Title:
  By:Name:
                        Title:


TRUSTEE’S
      CERTIFICATE OF


AUTHENTICATION




The
      Bank
      of New York,


as
      Trustee, certifies


that
      this
      is one of


the
      Notes
      referred


to
      in the
      Indenture.




By:
      ___________________


Authorized Signatory     Date:
      ___________________












3





**FORM
      OF REVERSE SIDE OF NOTE**




**10.75%
      Senior Secured Guaranteed Notes Due 2011**




1. Interest




Vitro
      Envases Norteamérica, S.A. de C.V., a Mexican *sociedad
      anónima de capital variable* (together with its successors and assigns under the Indenture hereinafter
      referred to, the “ Issuer ”),
      promises to pay interest on the principal amount of this Note at the rate per
      annum shown above.




The
      Issuer shall pay interest semiannually in arrears on each Interest Payment
      Date
      of each year commencing January 23, 2005. Interest on the Notes will accrue
      from
      the most recent date to which interest has been paid on the Notes or, if no
      interest has been paid, from July 23, 2004. The Issuer shall pay interest on
      overdue principal (plus interest on such interest to the extent lawful), at
      the
      rate borne by the Notes to the extent lawful. Commencing on the date that is
      151
      days from the Issue Date, the Notes shall bear interest at a rate of 0.50%
      per
      annum in excess of the interest rate shown in the Notes, unless and until the
      date on which the Trustee shall have received both (i) a duly executed Interest
      Rate Adjustment Certificate and (ii) a duly executed Issuer Interest Rate
      Adjustment Certificate. The Trustee shall provide notice to the Holders (i)
      promptly upon the satisfaction of these conditions, and (ii) promptly following
      such 151 st day, in
      the event both conditions have not been satisfied.




The
      Issuer shall pay interest (including post-petition interest in any proceeding
      under any Bankruptcy Law) on overdue principal and, to the extent such payments
      are lawful, interest on overdue installments of interest (“ Defaulted
      Interest ”)
      without regard to any applicable grace periods at the rate of 10.75% per annum,
      as increased by the previous paragraph, as provided in the
      Indenture.




All
      payments made by the Issuer in respect of the Notes or by a Note Guarantor
      in
      respect of its Note Guarantee will be made free and clear of and without
      deduction or withholding for or on account of any Taxes imposed or levied by
      or
      on behalf of any Taxing Jurisdiction, unless such withholding or deduction
      is
      required by law or by the interpretation or administration thereof. In that
      event, the Issuer will pay to each Holder of the Notes Additional Amounts as
      provided in the Indenture subject to the limitations set forth in the
      Indenture.




2. Method
      of Payment




Prior
      to
      10:00 a.m. New York City time on the date on which any principal of
      or
      interest on any Note is due and payable, the Issuer shall irrevocably deposit
      with the Trustee or the Paying Agent money sufficient to pay such principal
      and/or interest. The Issuer will pay interest (except Defaulted Interest) to
      the
      Persons who are registered Holders of Notes at the close of business on the
      Record Date preceding the Interest Payment Date even if Notes are canceled,
      repurchased or redeemed after the Record Date and on or before the relevant
      Interest Payment Date. Holders must surrender Notes to a Paying Agent to collect
      principal payments. The Issuer will pay principal and interest in U.S. Legal
      Tender.











Payments
      in respect of Notes represented by a Global Note (including principal and
      interest) will be made at the office or agency of the Paying Agent and Registrar
      in New York City unless the Issuer elects to make payments (including principal
      and interest) by mailing a check to the registered address of each Holder
      thereof; *provided* , *however* ,
      that
      payments on the Notes may also be made, in the case of a Holder of at least
      $1,000,000 aggregate principal amount of Notes, by wire transfer to a U.S.
      dollar account maintained by the payee with a bank in the United States if
      such
      Holder elects payment by wire transfer by giving written notice to the Trustee
      or the Paying Agent to such effect designating such account no later than 15
      days immediately preceding the relevant due date for payment (or such other
      date
      as the Trustee may accept in its discretion).




3. Paying
      Agent and Registrar




Initially,
      The Bank of New York (the “Trustee”), will act as Trustee, Paying Agent and
      Registrar. The Issuer may appoint and change any Paying Agent, Registrar or
      co-Registrar without notice to any Holder. The Issuer or any Note Guarantor
      may
      act as Paying Agent, Registrar or co-Registrar.




4. Indenture




The
      Issuer issued the Notes under an Indenture, dated as of July 23, 2004 (as it
      may
      be amended or supplemented from time to time in accordance with the terms
      thereof, the “Indenture”), between the Issuer, the Note Guarantors and the
      Trustee. The terms of the Notes include those stated in the Indenture.
      Capitalized terms used herein and not defined herein have the meanings ascribed
      thereto in the Indenture. The Notes are subject to all such terms, and Holders
      are referred to the Indenture for a statement of those terms. Each Holder by
      accepting a Note, agrees to be bound by all of the terms and provisions of
      the
      Indenture, as amended or supplemented from time to time.




The
      Notes
      are general secured obligations of the Issuer limited to $250,000,000 aggregate
      principal amount. The Notes are secured as set forth in the Indenture and the
      Collateral Documents. All Notes will be treated as a single class of securities
      under the Indenture.




The
      Indenture imposes certain limitations on, among other things, the ability of
      the
      Issuer and its Restricted Subsidiaries to: Incur Indebtedness, make Restricted
      Payments, incur Liens, make Asset Sales, enter into transactions with
      Affiliates, or consolidate or merge or transfer or convey all or substantially
      all of the Issuer’s and its Restricted Subsidiaries’ assets.




To
      guarantee the due and punctual payment of the principal of and interest on
      the
      Notes and all other amounts payable by the Issuer under the Indenture and the
      Notes when and as the same shall be due and payable, whether at maturity, by
      acceleration or otherwise, according to the terms of the Notes and the
      Indenture, [Names of Guarantors] have fully and unconditionally guaranteed
      (and
      each future Restricted Subsidiary party to a Collateral Document (other than
      in
      respect of the Capital Stock at Comegua), will fully and unconditionally
      guarantee), jointly and severally, such obligations pursuant to the terms of
      the
      Indenture. Each Note Guarantee will be subject to release as provided in the
      Indenture. The obligations of each






2




Note
      Guarantor in respect of its Note Guarantee will be limited to the maximum amount
      as will, after giving effect to all other contingent and fixed liabilities
      of
      such Note Guarantor and after giving effect to any collections from or payments
      made by or on behalf of any other Note Guarantor in respect of the obligations
      of such other Note Guarantor under its Note Guarantee or pursuant to its
      contribution obligations under the Indenture, result in the obligations of
      such
      Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance
      or fraudulent transfer under federal or state law.




5. Redemption




*Optional
      Redemption.* Except
      as stated below, the Issuer may not redeem the Notes prior to July 23, 2008.
      The
      Issuer may redeem the Notes, at its option, in whole at any time or in part
      from
      time to time, on and after July 23, 2008, on giving not less than 30 nor more
      than 60 days’ notice by mail to the Holders of the Notes (which notice will be
      irrevocable), at the following redemption prices, expressed as percentages
      of
      the principal amount thereof, if redeemed during the twelve-month period
      commencing on July 23 of any year set forth below:




**Year**
            **Percentage**2008
            105.375%2009
            102.688%2010
                and thereafter
            100.000%







*Optional
      Redemption Upon Public Equity Offerings.* At any
      time, or from time to time, on or prior to July 24, 2007, on giving
      not
      less than 30 nor more than 60 days’ notice by mail to the Holders of the Notes
      (which notice will be irrevocable), the Issuer may, at its option, use the
      net
      cash proceeds of one or more Public Equity Offerings to redeem in the aggregate
      up to 35% of the aggregate principal amount of the Notes originally issued
      at a
      redemption price equal to 110.750% of the principal amount thereof; *provided* ,
      that:




(1)  after
      giving effect to any such redemption at least 65% of the aggregate principal
      amount of the Notes originally issued remains outstanding; and




(2)  the
      Issuer will make such redemption not more than 60 days after the consummation
      of
      such Public Equity Offering.




*Optional
      Redemption for Changes in Withholding Taxes.* The
      Notes may be redeemed at the option of the Issuer in whole, but not in part,
      at
      any time, on giving not less than 30 nor more than 60 days’ notice by mail to
      the Holders of the Notes (which notice will be irrevocable), at the principal
      amount thereof, together with accrued interest to the date fixed for redemption,
      and Additional Amounts, if any, which otherwise would be payable if,




(1)  as
      a
      result of any amendment to, or change in, the laws (or any rules or regulations
      promulgated thereunder) of Mexico (or any political subdivision or taxing
      authority thereof or therein) or any execution of any amendment to any treaty
      or
      treaties affecting taxation of which Mexico (or any political subdivision or
      taxing authority thereof or therein) is a party, or any amendment to or change
      in an official interpretation or application regarding such laws,






3




rules,
      regulations or treaties by applicable taxing authorities, which amendment,
      change, application or interpretation is announced after the Issue Date, the
      Issuer has or will be obligated for reasons outside its control, to pay
      Additional Amounts in respect of any Note pursuant to the terms and conditions
      thereof in excess of those attributable to the Mexican withholding tax of 10%
      imposed on interest payments to Holders and




(2)  the
      payment of such Additional Amounts cannot be avoided by the use of any
      reasonable measures available to the Issuer that do not require undue efforts
      or
      costs (such reasonable measures not to include having a non-Mexican entity
      assume the Issuer’s Obligations under the Notes); *provided* that:




(a)  no
      such
      notice of redemption may be given earlier than 90 days prior to the earliest
      date on which the Issuer would but for such redemption be obligated to pay
      such
      Additional Amounts; and




(b)  at
      the
      time such notice is given, the Issuer’s obligation to pay such Additional
      Amounts remains in effect.




Prior
      to
      the publication of any notice of redemption pursuant to this provision, the
      Issuer will deliver to the Trustee:




(1)  a
      certificate stating that the Issuer is entitled to effect such redemption and
      setting forth a statement of facts showing that the conditions precedent to
      the
      right of the Issuer so to redeem have occurred; and




(2)  an
      Opinion of Counsel independent of the Issuer of recognized standing to the
      effect that the Issuer has or will become obligated to pay such Additional
      Amounts as a result of such change or amendment.




In
      the
      case of any partial redemption, selection of the Notes for redemption will
      be
      made in accordance with Article V of the Indenture. On and after the
      redemption date, interest will cease to accrue on Notes or portions thereof
      called for redemption as long as the Issuer has deposited with the Paying Agent
      funds in satisfaction of the applicable redemption price pursuant to the
      Indenture.




6. Repurchase
      Provisions




*Change
      Of Control Offer* . ** Upon
      the
      occurrence of a Change of Control, each Holder of Notes will have the right
      to
      require that the Issuer purchase all or a portion (in integral multiples of
      $1,000) of the Holder’s Notes at a purchase price equal to 101% of the principal
      amount thereof, plus accrued and unpaid interest through the date of purchase.
      Within 20 days following the date upon which the Change of Control occurred,
      the
      Issuer must make a Change of Control Offer pursuant to a Change of Control
      Notice. As more fully described in the Indenture, the Change of Control Notice
      shall state, among other things, the Change of Control Payment Date, which
      must
      be no earlier than 30 days nor later than 60 days from the date the notice
      is
      mailed, other than as may be required by applicable law.






4




*Asset
      Sale Offer* .
      The
      Indenture imposes certain limitations on the ability of the Issuer and its
      Restricted Subsidiaries to make Asset Sales. In the event the proceeds from
      a
      permitted Asset Sale are not applied as specified in the Indenture, the Issuer
      will be required to make an Asset Sale Offer to purchase to the extent of such
      remaining proceeds each Holder’s Notes together, at the Issuer’s option, with
      holders of certain other Indebtedness, at 100% of the principal amount thereof,
      plus accrued interest (if any) to the Asset Sale Offer Payment Date, as more
      fully set forth in the Indenture.




*Collateral
      Asset Sale* .
      The
      Indenture imposes certain limitations on the ability of the Issuer and its
      Restricted Subsidiaries to make Collateral Asset Sales and Partial Collateral
      Asset Sales. The Indenture provides that if the Issuer makes a Collateral Asset
      Sale, the Net Cash Proceeds therefrom will be immediately applied to make an
      Asset Sale Offer. In the event the proceeds from a permitted Partial Collateral
      Asset Sale are not applied as specified in the Indenture, the Issuer will be
      required to make an Asset Sale Offer to purchase to the extent of such remaining
      proceeds each Holder’s Notes together, at the Issuer’s option, with holders of
      certain other Indebtedness, at 100% of the principal amount thereof, plus
      accrued interest (if any) to the Asset Sale Offer Payment Date, as more fully
      set forth in the Indenture.




*Event
      of Loss* .
      The
      Indenture provides that if the Issuer or a Restricted Subsidiary suffers an
      Event of Loss, the Net Cash Proceeds therefrom will be paid directly by the
      party providing such Net Cash Proceeds to the Collateral and Intercreditor
      Agent. As any portion or all of the Net Cash Proceeds from any such Event of
      Loss are received by the Collateral and Intercreditor Agent, the Issuer may
      apply all of such amount or amounts, as received, together with all interest
      earned thereon, individually or in combination, as specified in the Indenture.
      In the event that the Issuer elects to restore the relevant Collateral, within
      180 days of receipt of such Net Cash Proceeds from an Event of Loss, the Issuer
      will, among other obligations, have 360 days from the date of such binding
      commitment to complete such restoration. The Issuer will take such action,
      at
      its sole expense, as may be required to ensure that the Collateral and
      Intercreditor Agent has, from the date of such purchase or investment, a first
      ranking Lien on such Replacement Collateral. Any such Net Cash Proceeds that
      the
      Issuer does not elect to apply within such 180 period or does not actually
      apply
      within such 360 day period will be applied to make an Asset Sale Offer in
      accordance with the terms of the Indenture.




7. Denominations;
      Transfer; Exchange




The
      Notes
      are in fully registered form without coupons, and only in denominations of
      principal amount of $1,000 and any integral multiple of $1,000 in excess
      thereof. A Holder may transfer or exchange Notes in accordance with the
      Indenture. The Registrar may require a Holder, among other things, to furnish
      appropriate endorsements or transfer documents and to pay any taxes and fees
      required by law or permitted by the Indenture. The Registrar need not register
      the transfer of or exchange (i) any Notes selected for redemption (except,
      in the case of a Note to be redeemed in part, the portion of the Note not to
      be
      redeemed) for a period beginning 14 days before the mailing of a notice of
      Notes
      to be redeemed and ending on the date of such mailing or (ii) any Notes
      for
      a period beginning 14 days before an interest payment date and ending on such
      interest payment date.






5




8. Persons
      Deemed Owners




The
      registered holder of this Note may be treated as the owner of it for all
      purposes.




9. Discharge
      Prior to Redemption or Maturity




Subject
      to certain conditions set forth in the Indenture, the Issuer at any time may
      terminate some or all of its obligations under the Notes and the Indenture
      if
      the Issuer deposits with the Trustee U.S. Legal Tender or U.S. Government
      Obligations for the payment of principal of and interest on the Notes to
      redemption or maturity, as the case may be.




10. Amendment,
      Waiver




Subject
      to certain exceptions set forth in the Indenture, (i) the Indenture
      or the
      Notes may be amended or supplemented with the written consent of the Holders
      of
      at least a majority in principal amount of the then Outstanding Notes and
      (ii) any default (other than with respect to nonpayment or in respect
      of a
      provision that cannot be amended or supplemented without the written consent
      of
      each Holder affected) or noncompliance with any provision may be waived with
      the
      written consent of the Holders of a majority in aggregate principal amount
      of
      the then Outstanding Notes. Subject to certain exceptions set forth in the
      Indenture, without the consent of any Holder, the Issuer and the Trustee may
      amend or supplement the Indenture or the Notes to, among other things, cure
      any
      ambiguity, omission, defect or inconsistency, or to comply with Article IV
      of the Indenture, or to provide for uncertificated Notes in addition to or
      in
      place of certificated Notes, or to add guarantees with respect to the Notes
      or
      to secure the Notes, or to add additional covenants or surrender rights and
      powers conferred on the Issuer, or to make any change that does not adversely
      affect the rights of any Holder, or to provide for the issuance of Additional
      Notes.




11. Defaults
      and Remedies




If
      an
      Event of Default occurs and is continuing, the Trustee or the Holders of at
      least 25% in principal amount of the Notes may declare all the Notes to be
      due
      and payable immediately. Certain events of bankruptcy or insolvency are Events
      of Default which will result in the Notes being due and payable immediately
      upon
      the occurrence of such Events of Default.




Holders
      may not enforce the Indenture or the Notes except as provided in the Indenture.
      The Trustee may refuse to enforce the Indenture or the Notes unless it receives
      indemnity or security satisfactory to it. Subject to certain limitations,
      Holders of a majority in principal amount of the Outstanding Notes may direct
      the Trustee in its exercise of any trust or power. The Trustee may withhold
      from
      Holders notice of any continuing Default or Event of Default (except a Default
      or Event of Default in payment of principal or interest) if it determines that
      withholding notice is in their interest. The exercise of remedies is also
      subject to the limitations contained in the Collateral Documents.






6




12. Trustee
      Dealings with the Issuer




Subject
      to certain limitations set forth in the Indenture, the Trustee under the
      Indenture, in its individual or any other capacity, may become the owner or
      pledgee of Notes and may otherwise deal with and collect obligations owed to
      it
      by the Issuer or its Affiliates and may otherwise deal with the Issuer or its
      Affiliates with the same rights it would have if it were not
      Trustee.




13. Collateral
      and Intercreditor Agent




The
      Holder of this Note by its acceptance of this Note is deemed to have appointed
      the Trustee as its agent for the purpose of appointing, designating and
      authorizing HSBC Bank USA, National Association to act as Collateral and
      Intercreditor Agent pursuant to and in accordance with the terms and conditions
      set forth in respect of the Collateral and Intercreditor Agent in the Master
      Collateral and Intercreditor Agreement and the other Collateral
      Documents.




14. No
      Recourse Against Others




An
      incorporator, director, officer, employee, stockholder or controlling person,
      as
      such, of the Issuer or any Note Guarantor shall not have any liability for
      any
      obligations of the Issuer or such Note Guarantor under the Notes, the Indenture
      or any Note Guarantee or for any claim based on, in respect of or by reason
      of
      such obligations or their creation. By accepting a Note, each Holder waives
      and
      releases all such liability. The waiver and release are part of the
      consideration for the issue of the Notes.




15. Authentication




This
      Note
      shall not be valid until an authorized signatory of the Trustee (or an
      authenticating agent acting on its behalf) manually signs the certificate of
      authentication on the other side of this Note.




16. Abbreviations




Customary
      abbreviations may be used in the name of a Holder or an assignee, such as TEN
      COM (=tenants in common), TEN ENT (=tenants by the entirety), JT TEN (=joint
      tenants with rights of survivorship and not as tenants in common), CUST
      (=custodian) and U/G/M/A (=Uniform Gift to Minors Act).




17. CUSIP
      or ISIN Numbers




Pursuant
      to a recommendation promulgated by the Committee on Uniform Security
      Identification Procedures the Issuer has caused CUSIP or ISIN numbers to be
      printed on the Notes and has directed the Trustee to use CUSIP or ISIN numbers
      in notices of redemption as a convenience to Holders. No representation is
      made
      as to the accuracy of such numbers either as printed on the Notes or as
      contained in any notice of redemption and reliance may be placed only on the
      other identification numbers placed thereon.






7




18. Governing
      Law




This
      Note
      shall be governed by, and construed in accordance with, the laws of the State
      of
      New York.




19. Currency
      of Account; Conversion of Currency




U.S.
      Legal Tender is the sole currency of account and payment for all sums payable
      by
      the Issuer and the Note Guarantors under or in connection with the Notes or
      the
      Indenture, including damages. The Issuer and the Note Guarantors will indemnify
      the Holders as provided in respect of the conversion of currency relating to
      the
      Notes and the Indenture.




20. Agent
      for Service; Submission to Jurisdiction; Waiver of Immunities




The
      Issuer and the Note Guarantors have agreed that any suit, action or proceeding
      brought by any Holder or the Trustee against the Issuer arising out of or based
      upon the Indenture or the Notes, or against a Note Guarantor under its Note
      Guarantee, may be instituted in any state or federal court in the Borough of
      Manhattan in The City of New York, New York, or in the courts of their
      respective corporate domicile in respect of actions brought against any of
      them
      as a defendant. The Issuer and the Note Guarantors have irrevocably submitted
      to
      the non-exclusive jurisdiction of such courts for such purpose and waived,
      to
      the fullest extent permitted by law, trial by jury, any objection they may
      now
      or hereafter have to the laying of venue of any such proceeding, any claim
      they
      may now or hereafter have that any proceeding in any such court is brought
      in an
      inconvenient forum and any right to which they may be entitled on account of
      their place of residency or domicile. The Issuer and the Note Guarantors (other
      than Vitro Packaging) have appointed CT Corporation System as each of their
      authorized agent upon whom all writs, process and summonses may be served in
      any
      suit, action or proceeding arising out of or based upon the Indenture or the
      Notes which may be instituted in any state or federal court in the Borough
      of
      Manhattan in The City of New York, New York. To the extent that any of the
      Issuer and the Note Guarantors have or hereafter may acquire any immunity
      (sovereign or otherwise) from any legal action, suit or proceeding, from
      jurisdiction of any court or from set-off or any legal process (whether service
      or notice, attachment in aid or otherwise) with respect to themselves or any
      of
      their property, the Issuer and the Note Guarantors have irrevocably waived
      and
      agreed not to plead or claim such immunity in respect of their obligations
      under
      the Indenture or the Notes.







8





The
      Issuer will furnish to any Holder upon written request and without charge to
      the
      Holder a copy of the Indenture which has in it the text of this Note in larger
      type. Requests may be made to:




Vitro
      Envases
      Norteamérica, S.A. de C.V.


Av.
      Pedro Ramirez
      Vazquez 200-2


Col.
      Valle
      Oriente


San
      Pedro Garza
      Garcia, N.L.


C.P.
      66269
      Mexico


Attention:
      General
      Counsel


Telephone:
      +52 (81)
      8040-6615


Fax:
      +52 (81)
      8040-6618







9





**ASSIGNMENT
      FORM**




To
      assign
      this Note, fill in the form below:




I
      or we
      assign and transfer this Note to




(Print
      or
      type assignee’s name, address and zip code)




(Insert
      assignee’s Social Security or Tax I.D. Number)




and
      irrevocably appoint agent to transfer this Note on the books of the Issuer.
      The
      agent may substitute another to act for him.




Date:____________________   Your
      Signature:___________________




Signature
      Guarantee:______________________________


(Signature must be
      guaranteed)




_________________________________________________________________________________________________________


Sign
      exactly as your name appears on the other side of this Note.




The
      signature(s) should be guaranteed by an eligible guarantor institution (banks,
      stockbrokers, savings and loan associations and credit unions with membership
      in
      an approved signature guarantee medallion program), pursuant to Exchange Act
      Rule 17Ad-15.







10





*[To
      be attached to Global Notes only:*




SCHEDULE
      OF INCREASES OR DECREASES IN GLOBAL NOTE




The
      following increases or decreases in this Global Note have been
      made:






Date
                  of Exchange
              
              Amount
                  of decrease in Principal Amount of this Global Note
              
              Amount
                  of increase in Principal Amount of this Global Note
              
              Principal
                  Amount of this Global Note following such decrease or
                  increase
              
              Signature
                  of authorized signatory of Trustee or Note Custodian







11





OPTION
      OF
      HOLDER TO ELECT PURCHASE




If
      you
      want to elect to have this Note purchased by the Issuer pursuant to Section 3.9 or Section 3.18 of the
      Indenture, check either box:


o    o


**Section
      3.9**  **Section
      3.18**




If
      you
      want to elect to have only part of this Note purchased by the Issuer pursuant
      to Section
      3.9 or Section
      3.18 of the
      Indenture, state the principal amount (which must be an integral multiple of
      $1,000) that you want to have purchased by the Issuer: $




Date:
      __________  Your
      Signature ____________________________


(Sign
      exactly as your
      name appears on the


other
      side of the
      Note)






Signature
      Guarantee:  _______________________________________


(Signature must be guaranteed)




The
      signature(s) should be guaranteed by an eligible guarantor institution (banks,
      stockbrokers, savings and loan associations and credit unions with membership
      in
      an approved signature guarantee medallion program), pursuant to Exchange Act
      Rule 17Ad-15.










12


**EXHIBIT
      B**




FORM
      OF CERTIFICATE FOR TRANSFER TO QIB




[Date]




The
      Bank
      of New York


101
      Barclay Street, Floor 21 West


New
      York,
      NY 10286


Attention:
      Corporate Trust Administration


Telephone:
      (212) 815-5915


Fax:
      (212) 815-5802






Re: 10.75%
      Senior Secured Guaranteed Notes Due 2011 (the “Notes”)


of
      Vitro Envases
      Norteamérica, S.A. de C.V. (the
“Issuer”)




Ladies
      and Gentlemen:




Reference
      is hereby made to the Indenture, dated as of July 23, 2004 (as amended and
      supplemented from time to time, the “Indenture”), between the Issuer, the Note
      Guarantors party thereto and The Bank of New York, as Trustee. Capitalized
      terms
      used but not defined herein shall have the meanings given them in the
      Indenture.




This
      letter relates to $___________ aggregate principal amount of Notes, ** which
      represents an interest in a Regulation S Global Note beneficially owned
      by
      the undersigned (the “Transferor”), to effect the transfer of such Notes in
      exchange for an equivalent beneficial interest in the Rule 144A Global
      Note.




In
      connection with such request, and with respect to such Notes, the Transferor
      does hereby certify that such Notes are being transferred in accordance with
      Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”),
      to a transferee that the Transferor reasonably believes is purchasing the Notes
      for its own account or an account with respect to which the transferee exercises
      sole investment discretion, and the transferee, as well as any such account,
      is
      a “qualified institutional buyer” within the meaning of Rule 144A, in a
      transaction meeting the requirements of Rule 144A and in accordance
      with
      applicable securities laws of any state of the United States or any other
      jurisdiction.













You
      and
      the Issuer 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.




Very
      truly yours,




[Name
      of
      Transferor]




By:____________________________




_______________________________


Authorized
      Signature










2




**EXHIBIT
      C**




FORM
      OF CERTIFICATE FOR TRANSFER


PURSUANT
      TO REGULATION S




[Date]




The
      Bank
      of New York


101
      Barclay Street, Floor 21 West


New
      York,
      NY 10286


Attention:
      Corporate Trust Administration


Telephone:
      (212) 815-5915


Fax:
      (212) 815-5802




Re: 10.75%
      Senior Secured Guaranteed Notes Due 2011 (the “Notes”)


of
      Vitro Envases
      Norteamérica, S.A. de C.V. (the
“Issuer”)




Ladies
      and Gentlemen:




Reference
      is hereby made to the Indenture, dated as of July 23, 2004 (as amended and
      supplemented from time to time, the “Indenture”), between the Issuer, the Note
      Guarantors party thereto and The Bank of New York, as Trustee. Capitalized
      terms
      used but not defined herein shall have the meanings given them in the
      Indenture.




In
      connection with our proposed sale of $________ aggregate principal amount of
      the
      Notes, which represent an interest in a 144A Global Note beneficially owned
      by
      the undersigned (“Transferor”), we confirm that such sale has been effected
      pursuant to and in accordance with Regulation S under the Securities
      Act of
      1933, as amended (the “Securities Act”), and, accordingly, we represent
      that:




(a)
      the
      offer of the Notes was not made to a person in the United States;




(b)
      either (i) 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 or (ii) the
      transaction was executed in, on or through the facilities of a designated
      off-shore securities market and neither we nor any person acting on our behalf
      knows that the transaction has been pre-arranged with a buyer in the United
      States;




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




(d)
      the
      transaction is not part of a plan or scheme to evade the registration
      requirements of the Securities Act; and




(e)
      we
      are the beneficial owner of the principal amount of Notes being
      transferred.











In
      addition, if the sale is made during a Distribution Compliance Period and the
      provisions of Rule 904(b)(1) or Rule 904(b)(2) of Regulation S
      are applicable thereto, we confirm that such sale has been made in accordance
      with the applicable provisions of Rule 904(b)(1) or Rule 904(b)(2),
      as
      the case may be.




You
      and
      the Issuer 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 letter have the meanings set forth
      in
      Regulation S.




Very
      truly yours,




[Name
      of
      Transferor]




By:____________________________




_______________________________


Authorized
      Signature










2




**EXHIBIT
      D**




FORM
      OF CERTIFICATE FOR TRANSFER


PURSUANT
      TO RULE 144




[Date]




The
      Bank
      of New York


101
      Barclay Street, Floor 21 West


New
      York,
      NY 10286


Attention:
      Corporate Trust Administration


Telephone:
      (212) 815-5915


Fax:
      (212) 815-5802




Re:     
      1 0.75%
      Senior Secured Guaranteed Notes Due 2011 (the “Notes”)


of
      Vitro Envases
      Norteamérica, S.A. de C.V. (the
“Issuer”)




Ladies
      and Gentlemen:




Reference
      is hereby made to the Indenture, dated as of July 23, 2004 (as amended and
      supplemented from time to time, the “Indenture”), between the Issuer, the Note
      Guarantors party thereto and The Bank of New York, as Trustee. Capitalized
      terms
      used but not defined herein shall have the meanings given them in the
      Indenture.




In
      connection with our proposed sale of $________ aggregate principal amount of
      the
      Notes, which represent an interest in a 144A Global Note beneficially owned
      by
      the undersigned (“Transferor”), we confirm that such sale has been effected
      pursuant to and in accordance with Rule 144 under the Securities
      Act.




You
      and
      the Issuer 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.




Very
      truly yours,




[Name
      of
      Transferor]




By:____________________________




_______________________________


Authorized
      Signature















**EXHIBIT
      E**




FORM
      OF SUPPLEMENTAL INDENTURE


FOR
      ADDITIONAL NOTE GUARANTEE






This
      Supplemental Indenture, dated as of [__________] (this “ Supplemental
      Indenture ”),
      between [name of New Note Guarantor], a [________] (the “ New
      Note Guarantor ”),
      Vitro
      Envases Norteamérica, S.A. de C.V., a Mexican *sociedad
      anónima de capital variable* (together with its successors and assigns, the “ Issuer ”),
      each
      other Note Guarantor under the Indenture referred to below, and The Bank of
      New
      York, as Trustee under the Indenture referred to below.




W
      I T N E
      S S E T H:




WHEREAS,
      the Issuer and the Trustee have heretofore executed and delivered an Indenture,
      dated as of July / · /,
      2004
      (as amended, supplemented, waived or otherwise modified, the “ Indenture ”),
      providing for the issuance of / · /%
      Senior
      Secured Guaranteed Notes Due ● of the Issuer (the “ Notes ”);




WHEREAS,
      pursuant to Section
      10.5 of the
      Indenture, the Issuer is required to cause the New Note Guarantor to execute
      and
      deliver to the Trustee an New Note Guarantee pursuant to which the New Note
      Guarantor will unconditionally guarantee, jointly and severally with the other
      Note Guarantors, the Issuer’s full and prompt payment of the Obligations (as
      defined in the Indenture) in respect of the Indenture and the Notes;
      and




WHEREAS,
      pursuant to Section 9.1 of the
      Indenture, the Trustee, the Issuer and the existing Note Guarantors are
      authorized to execute and deliver this Supplemental Indenture to supplement
      the
      Indenture, without the consent of any Holder;




NOW,
      THEREFORE, in consideration of the foregoing and for other good and valuable
      consideration, the receipt of which is hereby acknowledged, the New Note
      Guarantor, the Issuer, each other Note Guarantor and the Trustee mutually
      covenant and agree for the equal and ratable benefit of the holders of the
      Notes
      as follows:




ARTICLE
      I


DEFINITIONS




Section
      1.1. Defined
      Terms .
      Unless
      otherwise defined in this Supplemental Indenture, terms defined in the Indenture
      are used herein as therein defined.




ARTICLE
      II


AGREEMENT
      TO BE BOUND; GUARANTEE




Section
      2.1. Agreement
      to be Bound .
      The New
      Note Guarantor hereby becomes a party to the Indenture as a Note Guarantor
      and
      as such will have all of the rights and be subject to all of the obligations
      and
      agreements of a Note Guarantor under the Indenture. The New Note Guarantor
      hereby agrees to be bound by all of the provisions of the Indenture applicable
      to a Note Guarantor and to perform all of the obligations and agreements of
      a
      Note Guarantor under the Indenture.











Section
      2.2. Guarantee .
      The New
      Note Guarantor hereby fully, unconditionally and irrevocably guarantees, as
      primary obligor and not merely as surety, jointly and severally with each other
      Note Guarantor, to each Holder of the Notes and the Trustee, the full and
      punctual payment when due, whether at maturity, by acceleration, by redemption
      or otherwise, of the Obligations, all as more fully set forth in Article
      X of the
      Indenture.




ARTICLE
      III


MISCELLANEOUS




Section
      3.1. Notices .
      Any
      notice or communication delivered to the Issuer under the provisions of the
      Indenture shall constitute notice to the New Note Guarantor.




Section
      3.2. Parties .
      Nothing
      expressed or mentioned herein is intended or shall be construed to give any
      Person, firm or corporation, other than the Holders and the Trustee, any legal
      or equitable right, remedy or claim under or in respect of this Supplemental
      Indenture or the Indenture or any provision herein or therein
      contained.




Section
      3.3. Governing
      Law, etc .
      This
      Supplemental Indenture shall be governed by the provisions set forth in Section
      12.6 of the
      Indenture.




Section
      3.4. Severability .
      In case
      any provision in this Supplemental Indenture shall be invalid, illegal or
      unenforceable, the validity, legality and enforceability of the remaining
      provisions shall not in any way be affected or impaired thereby and such
      provision shall be ineffective only to the extent of such invalidity, illegality
      or unenforceability.




Section
      3.5. Ratification
      of Indenture; Supplemental Indenture Part of Indenture .
      Except
      as expressly amended hereby, the Indenture is in all respects ratified and
      confirmed and all the terms, conditions and provisions thereof shall remain
      in
      full force and effect. This Supplemental Indenture shall form a part of the
      Indenture for all purposes, and every holder of Notes heretofore or hereafter
      authenticated and delivered shall be bound hereby. The Trustee makes no
      representation or warranty as to the validity or sufficiency of this
      Supplemental Indenture.




Section
      3.6. Duplicate
      and Counterpart Originals .
      The
      parties may sign any number of copies of this Supplemental Indenture. One signed
      copy is enough to prove this Supplemental Indenture. This Supplemental Indenture
      may be executed in any number of counterparts, each of which so executed shall
      be an original, but all of them together represent the same
      agreement.




Section
      3.7. Headings .
      The
      headings of the Articles and Sections in this Supplemental Indenture have been
      inserted for convenience of reference only, are not intended to be considered
      as
      a part hereof and shall not modify or restrict any of the terms or provisions
      hereof.






2




IN
      WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture
      to
      be duly executed as of the date first above written.




VITRO
              ENVASES NORTEAMÉRICA, S.A. DE C.V.By:Name:
              Title:




[NAME
                  OF NEW NOTE GUARANTOR],
                as
                  a Note
                  GuarantorBy:Name:
                Title:
  [GUARANTOR],
                    as
                      a Note
                      GuarantorBy:Name:
                    Title:
 [GUARANTOR],
                        as
                          a Note
                          GuarantorBy:Name:
                        Title:
 [GUARANTOR],
                            as
                              a Note
                              GuarantorBy:Name:
                            Title:
 [GUARANTOR],
                                as
                                  a Note
                                  GuarantorBy:Name:
                                Title:
 3
   [GUARANTOR],
                                    as
                                      a Note
                                      GuarantorBy:Name:
                                    Title:
 [GUARANTOR],
                                        as
                                          a Note
                                          GuarantorBy:Name:
                                        Title:
 [GUARANTOR],
                                            as
                                              a Note
                                              GuarantorBy:Name:
                                            Title:
 [GUARANTOR],
                                                as
                                                  a Note
                                                  GuarantorBy:Name:
                                                Title:
 [GUARANTOR],
                                                    as
                                                      a Note
                                                      GuarantorBy:Name:
                                                    Title:
 4
  [THE
                                                          BANK OF NEW YORK ],
                                                        as
                                                          TrusteeBy:Name:
                                                        Title:





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