**NOTE GUARANTEE**

 

This NOTE GUARANTEE, dated as of February 3, 2006 (this"Note Guarantee"), is entered into by and among VITRO ENVASESNORTEAMERICA, S.A. DE C.V. (the "Issuer"), each of the undersignedNOTE GUARANTORS (individually, the "Note Guarantor" and,collectively, the "Note Guarantors") and THE BANK OF NEW YORK, in itscapacity as creditor representative (together with any successor thereto, the"Creditor Representative") for the benefit of the holders of abeneficial interest (individually, the "Beneficial Holder" and,collectively, the "Beneficial Holders") in the $75,000,000 SeniorSecured Short Term Guaranteed Notes (the "Notes") to be issued fromtime to time by the Issuer under the $75,000,000 Senior Secured Short TermGuaranteed Note Program (the "Program").

 

Capitalized terms used but not defined herein shall have themeanings assigned to them in Schedule I hereto.

 

Section 1. Note Guarantees.

 

(a) For value received, each NoteGuarantor hereby fully, unconditionally and irrevocably guarantees, as primaryobligor and not merely as surety, jointly and severally with each other NoteGuarantor, to each Beneficial Holder and the Creditor Representative the fulland punctual payment when due, whether at maturity, by acceleration, byredemption or otherwise, of the amounts due under the Notes (such amounts, the"Guaranteed Obligations").

 

(b) Each Note Guarantor agrees (tothe extent permitted by law) that the Guaranteed Obligations may be extended orrenewed, in whole or in part, without notice or further assent from it, andthat it will remain bound under this Note Guarantee notwithstanding anyextension or renewal of any Guaranteed Obligations. Each Note Guarantor herebyagrees to pay, in addition to the amounts stated above, any and all reasonableand documented out-of-pocket expenses (including reasonable out-of-pocketcounsel fees and expenses) incurred by the Creditor Representative or theBeneficial Holders in enforcing any rights under this Note Guarantee.

 

(c) Each Note Guarantor waivespresentation to, demand of payment from and protest to the Issuer of any of theGuaranteed Obligations and also waives notice of protest for nonpayment. EachNote Guarantor waives notice of any default under the Notes or the GuaranteedObligations. The obligations of each Note Guarantor hereunder shall not beaffected by (i) the failure of any Beneficial Holder to assert any claim ordemand or to enforce any right or remedy against the Issuer or any other Personunder the Notes; (ii) any extension or renewal' of any thereof; (iii) anyrescission, waiver, amendment or modification of any of the terms or provisionsof the Notes; (iv) the release of any security held by any Beneficial Holder orthe Creditor Representative for the Guaranteed Obligations or any of them; or(v) any change in the ownership of the Issuer.

 

(d) Each Note Guarantor furtheragrees that its Note Guarantee herein constitutes a guarantee of payment whendue (and not a guarantee of collection) and waives any right to require thatany resort be had by any Beneficial Holder to any security held for payment ofany Guaranteed Obligations.

 

(e) The obligations of each NoteGuarantor hereunder shall not be subject to any reduction, limitation,impairment or termination for any reason (other than payment of the GuaranteedObligations 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 theinvalidity, illegality or unenforceability of the Guaranteed Obligations orotherwise. Without limiting the generality of the foregoing, the obligations ofeach Note Guarantor herein shall not be discharged or impaired or otherwiseaffected by the failure of any Beneficial Holder to assert any claim or demandor to enforce any remedy under the Notes, by any waiver or modification of anythereof, by any default, failure or delay, willful or otherwise, in theperformance of the Guaranteed Obligations, or by any other act or omission ordelay to do any other act which mayor might in any manner or to any extent varythe risk of such Note Guarantor or would otherwise operate as a discharge ofsuch Note Guarantor as a matter of law or equity.

 

(f) Each Note Guarantor further agreesthat 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, or principalof or interest on any of the Guaranteed Obligations is rescinded or mustotherwise be restored by any Beneficial Holder upon the bankruptcy orreorganization of the Issuer or otherwise.

 

(g) In furtherance of theforegoing and not in limitation of any other right which any Beneficial Holderhas at law or in equity against each Note Guarantor by virtue hereof, upon thefailure of the Issuer to pay any of the Guaranteed Obligations hereunder whenand as the same shall become due, whether at maturity, by acceleration, byredemption or otherwise, each Note Guarantor hereby promises to and will, uponreceipt of written demand by the Creditor Representative, forthwith pay, orcause to be paid, in cash, to the Beneficial Holders an amount equal to the sumof the unpaid amount of such Guaranteed Obligations then due and owing.

 

(h) Each Note Guarantor furtheragrees that, as between such Note Guarantor, on the one hand, and theBeneficial Holders, on the other hand:

 

(i) the maturityof the Guaranteed Obligations may be accelerated for the purposes of such NoteGuarantor's Note Guarantee herein, notwithstanding any stay, injunction orother prohibition preventing such acceleration in respect of the GuaranteedObligations, upon the occurrence of any of the following events of default,whatever the reason and whether it is voluntary or involuntary or is effectedby operation of law or pursuant to any judgment, decree or order of any courtor any order, rule or regulation of any administrative or governmental body(each an "Event of Default"):

 

(A) the Issuer'sdefault in the payment when due of the principal on the Notes, including thefailure to make a required payment to purchase the Notes tendered pursuant toan optional redemption;

 

(B) the Issuer'sdefault for 30 days or more in the payment when due of additional amounts, ifany, on the Notes;

 

(C) the Issuer'sfailure to comply with the provisions contained in the Notes relating tomerger, consolidation or disposition of all or substantially all of its assets;or

 

(D) if any NoteGuarantee is held to be unenforceable or invalid in a judicial proceeding or ceasesfor any reason to be in full force and effect or any Note Guarantor, or anyPerson acting on behalf of any Note Guarantor, denies or disaffirms such NoteGuarantor's obligations under its Note Guarantee;

 

*provided*that the Creditor Representative or theBeneficial Holders of at least 25% in principal amount of outstanding Notesdeclares the unpaid principal of and additional amounts, if any, on the Notesto be immediately due and payable by notice in writing to the Issuer and theCreditor Representative, in the case of declaration by the Beneficial Holders,specifying the Event of Default and that such notice is a "notice ofacceleration;" and

 

(ii) in the event of any suchdeclaration of acceleration of such Guaranteed Obligations, such Guaranteed Obligations(whether or not due and payable) shall forthwith become due and payable by suchNote Guarantor for the purposes of its Note Guarantee herein.

 

Section 2. Limitation on Liability; Termination,Release and Discharge.

 

(a) The obligations of each NoteGuarantor hereunder will be limited to the maximum amount as will, after givingeffect to all other contingent and fixed liabilities of such Note Guarantor andafter giving effect to any collections from or payments made by or on behalf 0f any other Note Guarantor in respect of the obligations of such other NoteGuarantor under its Note Guarantee herein or pursuant to its contributionobligations under Section 3 hereof, result in the obligations of such NoteGuarantor under its Note Guarantee herein not constituting a fraudulentconveyance or fraudulent transfer under U.S. or Mexican federal or state law; *provided*that, notwithstanding anything herein to the contrary, the obligations ofCentro de Tecnologia Vidriera, Ltd. hereunder will be limited to the aggregateamount of its freely distributable retained earnings pursuant to the laws ofSwitzerland in effect at such time.

 

(b) A Note Guarantor will bereleased and relieved of its obligations under its Note Guarantee herein in theevent:

 

(i) the Issuershall be deemed to have paid and discharged the entire amount of itsindebtedness under all outstanding Notes; or

 

(ii) there is asale or other disposition of 100% of the Capital Stock of such Note Guarantorowned by the Issuer and its Subsidiaries.

 

Section 3. Right of Contribution. Each NoteGuarantor that makes a payment or distribution under its Note Guarantee hereinwill be entitled to a contribution from each other Note Guarantor in a pro rataamount, based on the net assets of each Note Guarantor determined in accordancewith Mexican GAAP. The provisions of this Section 3 shall in no respect limitthe obligations and liabilities of each Note Guarantor to the CreditorRepresentative and the Beneficial Holders and each Note Guarantor shall remainliable to the Creditor Representative and the Beneficial Holders for the fullamount guaranteed by such Note Guarantor hereunder.

 

Section 4. No Subrogation. Each Note Guarantoragrees that it shall not be entitled to any right of subrogation in respect ofany Guaranteed Obligations until payment in full in U.S. legal tender of allGuaranteed Obligations. If any amount shall be paid to any Note Guarantor onaccount of such subrogation rights at any time when all of the GuaranteedObligations shall not have been paid in full in U.S. legal tender, such amountshall be held by such Note Guarantor in trust for the Creditor Representativeand the Beneficial Holders, segregated from other funds of such Note Guarantor,and shall, forthwith upon receipt by such Note Guarantor, be turned over to theCreditor Representative in the exact form received by such Note Guarantor (dulyendorsed by such Note Guarantor to the Creditor Representative, if required),to be applied against the Guaranteed Obligations.

 

Section 5. New Note Guarantees.

 

(a) The Issuer shall cause eachGrantor Subsidiary that is required at any time to become a guarantor of theIssuer's 10.75% Senior Secured Guaranteed Notes due 2011 (in such capacity asguarantor, the "2011 Note Guarantor") to become a Note Guarantor;provided that no Grantor Subsidiary shall be required to be a Note Guarantorsolely due to its ownership of shares of Empresas Comegua, S.A. Accordingly,the Issuer shall cause any 2011 Note Guarantor that shall become a GrantorSubsidiary after the Issue Date (a "New Note Guarantor") to concurrentlygrant a guarantee (a "New Note Guarantee") of the GuaranteedObligations to the same extent that the Note Guarantors have guaranteed theGuaranteed Obligations under the Notes by executing a New Note Guaranteesubstantially in the form of Schedule II hereto and providing the CreditorRepresentative with an Officers' Certificate and Opinion of Counsel.

 

(b) The Issuer shall cause eachNew Note Guarantor to become a party to the Master Collateral and IntercreditorAgreement and comply with the terms thereof, including but not limited to, theprovisions set forth in Sections 7.2 and 7.3 thereof.

 

Section 6. Waivers.

 

(a) Each Note Guarantor herebywaives any right to which it may be entitled under applicable law to (i) have asuit, action or proceeding be initiated andlor completed against the Issuerunder the Notes, prior to the initiation or completion of a suit, action orproceeding against the Note Guarantor under its Note Guarantee herein, (ii)require that the assets of the Issuer be used, applied or depleted before theassets of the Note Guarantor may be used, applied or depleted in connectionwith its Note Guarantee herein, and (iii) have any claims against the Issuerarising under the Notes and/or against the Note Guarantors under theirrespective Note Guarantee herein, be divided among the Note Guarantors.

 

(b) To the fullest extent permittedunder applicable law, each Note Guarantor hereby waives its rights underArticles 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 thecorresponding articles of the civil codes of each of Mexico's states.

 

Section 7. Amendments and Waivers. Without noticeto or the consent of any Beneficial Holder, the Issuer, the Note Guarantors andthe Creditor Representative may amend this Note Guarantee to:

 

(a) cure any ambiguity, omission,defect or inconsistency;

(b) add a NewNote Guarantee; or

(c) make any change that does notadversely affect the rights of any Beneficial Holder in any material respect;

 

*provided*that, after an amendment under this Section7 becomes effective, the Issuer shall mail to Beneficial Holders a noticebriefly describing such amendment. The failure to give such notice to allBeneficial Holders, or any defect therein, shall not impair or affect thevalidity of an amendment made under this Section 7.

 

Section 8. Notices.

 

(a) Any notice or communicationshall be in writing and delivered in person or mailed by first-class mail,postage prepaid, addressed as follows:

 

if to the Issuer:

 

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

Av. Ricardo Margain 400 

Col. Valle del Campestre 

San Pedro Garza Garcia, N.L.

Attention: Legal Department 

Fax: + 52 (818) 335-8319

 

if to theCreditor Representative:

 

The Bank of New York 

101 Barclay Street, Floor 21 W 

New York, New York 10286 

United States of America 

Attention: Corporate TrustAdministration 

Fax: (212) 815-5802

 

The Issuer or the Creditor Representative by written noticeto the other may designate additional or different addresses for subsequentnotices or communications.

 

(a) Any notice or communicationmailed to a Holder shall be mailed by first-class mail, postage prepaid, tosuch Holder at such Holder's address as it appears on the registration books atthe office of the place where Notes may be presented or surrenderedregistration of transfer or exchange and shall be sufficiently given if somailed within the prescribed.

 

(c) Failure to mail a notice orcommunication to a Holder or any defect shall not affect its sufficiency withrespect to other Holders. If a notice or communication mailed in the mannerprovided above, it is duly given, whether or not the addressee receives it.

 

(d) Any notice or communicationdelivered to the Issuer under the pro herein shall constitute notice to theNote Guarantors.

 

Section 9. Governing Law, etc.

 

(a) This Note Guarantee shall beconstrued in accordance with, and all j arising out of or relating in any wayto this Note Guarantee shall be governed by, the law 0 State of New York, and the obligations, rights and remedies of the parties hereunder shall tdelem1ined in accordance with such law.

 

(b) Each of theparties hereto hereby:

 

(i) agrees that anysuit, action or proceeding with respect to this 1 Guarantee or any judgmententered by any court in respect thereof may be brought ir United StatesDistrict Court for the Southern District of New York or the Supreme G of theState of New York, County of New York, and in the courts of its owncorporatdomicile, in respect of actions brought against it as a defendant, andirrevocably subn to the jurisdiction of each such court for the purpose of anysuch suit, action, proceedi or judgment;

(ii) irrevocablywaives, to the fullest extent permitted by applicable law, any objection thatit may now or hereafter have to the laying of the venue of any suit, action orproceeding arising out of or relating to this Note Guarantee brought in thUnited States District Court for the Southern District of New York or in theSupreme Court of the State of New York, County of New York, and hereby furtherirrevocably waives any claim that any such suit, action or proceeding broughtin any such court has been brought in an inconvenient forum and any right towhich it may be entitled on account of place of residence or domicile;

(iii) irrevocablysubmits to the jurisdiction of such courts in any suit, action or proceeding;

(iv) agrees thatfinal judgment in any such suit, action or proceeding shall be conclusive andmay be enforced in any court to the jurisdiction of which any party hereto isor may be subject, by suit upon judgment; and

(v) agrees thatservice of process by mail to the address specified herein shall constitutepersonal service of such process on it in any such suit, action or proceeding.

 

(c) Each of the Note Guarantorshereby irrevocably appoints CT Corporation System, which currently maintains aNew York City office situated at 111 Eighth Avenue, New York, New York 10011 inNew York, New York (the "Process Agent"), as its agent and true andlawful attorney-in-fact in its name, place and stead to accept on behalf ofitself and its assets and properties service of copies of the summons andcomplaint and any other process which may be served in any such suit, action orproceeding brought in the State of New York.

 

(d) To the extent that any of theNote Guarantors have or hereafter may acquire any immunity (sovereign orotherwise) from any legal action, suit or proceeding, from jurisdiction of anycourt 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,each of the Note Guarantors hereby irrevocably waives and agrees not to pleador claim such immunity in respect of its obligations under this Note Guarantee.

 

(e) Nothing this Section 9 shallaffect the right of the Creditor Representative or any Beneficial Holder toserve process in any other manner permitted by law.

 

Section 10. No Recourse Against Others. Anincorporator, director, officer, employee, stockholder or controlling person,as such, of any Note Guarantor shall not have any liability for any obligationsof such Note Guarantor under this Note Guarantee or for any claim based on, inrespect of or by reason of such obligations or their creation.

 

Section 11. Successors. All agreements of the NoteGuarantors in this Note Guarantee shall bind their respective successors.

 

Section 12. Duplicate and Counterpart Originals.This Note Guarantee may be executed in any number of counterparts, each ofwhich so executed shall be an original, but all of them together represent thesame agreement.

 

Section 13. Severability. In case any provision inthis Note Guarantee shall be invalid, illegal or unenforceable, the validity,legality and enforceability of the remaining provisions shall not in any way beaffected or impaired thereby.

 

Section 14. Currency Indemnity.

 

(a) U.S. legal tender is the solecurrency of account and payment for all sums payable by any Note Guarantorunder or in connection with the Notes, including damages. Any amount receivedor 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 of a court ofany jurisdiction, in the winding-up or dissolution of the Issuer, anySubsidiary or otherwise) by any Beneficial Holder in respect of any sumexpressed to be due to it from any Note Guarantor shall only constitute adischarge of them under this Note Guarantee only to the extent of the U.S.legal tender amount which the recipient is able to purchase with the amount soreceived or recovered in that other currency on the date of that receipt orrecovery (or, if it is not practicable to make that purchase on that date, onthe 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 therecipient under this Note Guarantee, the Note Guarantors shall indemnify andhold harmless the recipient against any loss or cost sustained by it in makingsuch purchase.

 

(b) The indemnities of the NoteGuarantors contained in this Section 14, to the extent permitted by law: (i)constitute a separate and independent obligation from the other obligations ofthe Note Guarantors under this Note Guarantee; (ii) shall give rise to aseparate and independent cause of action against the Note Guarantors; (iii)shall apply irrespective of any waiver granted by any Beneficial Holder or theCreditor Representative from time to time; and (iv) shall continue in fullforce and effect notwithstanding any other judgment, order, claim or proof ofclaim for a liquidated amount in respect of any sum due under this NoteGuarantee or any other judgment or order.

 

Section 15. Headings. The headings of the Sectionsof this Note Guarantee have been inserted for convenience of reference only,are not intended to be considered a part hereof and shall not modify orrestrict any of the terms or provisions hereof.

 

[Signatures onfollowing page]

 

 

IN WITNESS WHEREOF, the undersigned have caused this NoteGuarantee to be duly executed.

 

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

as Issuer

 

 

By: ___________________________

Name: Alvaro Rodriguez Arregui

Title: Attorney in fact

 

 

By: ___________________________

Name: Alberto Hernandez Tellez 

Title: Attorney in fact

 

 

INDUSTRIA DEL ALCALI, S.A. DE C.V.,    

as Note Guarantor

 

 

By: ___________________________

Name: Alvaro Rodriguez Arregui

Title: Attorney in fact

 

 

By: ___________________________

Name: Alberto Hernandez Tellez 

Title: Attorney in fact

 

 

COMPANIA VIDRIERA, S.A. DE C.V., 

as Note Guarantor

 

 

By: ___________________________

Name: Alvaro Rodriguez Arregui 

Title: Attorney in fact

 

 

By: ___________________________

Name: Alberto Hernandez Tellez 

Title: Attorney in fact

 

 

 

FABRICACION DE MAQUINAS, S.A. DE C.V.,    

as Note Guarantor

 

 

By: ___________________________

Name: Alvaro Rodriguez Arregui

Title: Attorney in fact

 

 

By: ___________________________

Name: Alberto Hernandez Tellez 

Title: Attorney in fact

 

 

VIDRIERA MONTERREY, S.A. DE C.V., 

as Note Guarantor

 

 

By: ___________________________

Name: Alvaro Rodriguez Arregui

Title: Attorney in fact

 

 

By: ___________________________

Name: Alberto Hernandez Tellez 

Title: Attorney in fact

 

 

VIDRIERA GUADALAJARA, S.A. DE C.V.,    

as Note Guarantor

 

 

By: ___________________________

Name: Alvaro Rodriguez Arregui

Title: Attorney in fact

 

 

By: ___________________________

Name: Alberto Hernandez Tellez 

Title: Attorney in fact

 

 

 

VIDRIERA QUERETARO, S.A. DE C.V., 

as Note Guarantor

 

 

By: ___________________________

Name: Alvaro Rodriguez Arregui

Title: Attorney in fact

 

 

By: ___________________________

Name: Alberto Hernandez Tellez

Title: Attorney in fact 

 

 

VIDRIERA TOLUCA, S.A. DE C.V., 

as Note Guarantor

 

 

By: ___________________________

Name: Alvaro Rodriguez Arregui

Title: Attorney in fact

 

 

By: ___________________________

Name: Alberto Hernandez Tellez 

Title: Attorney in fact

 

 

VIDRIERA LOS REYES, S.A. DE C.V., 

as Note Guarantor

 

 

By: ___________________________

Name: Alvaro Rodriguez Arregui

Title: Attorney in fact

 

 

By: ___________________________

Name: Alberto Hernandez Tellez

Title: Attorney in fact

 

VITRO PACKAGING, INC., 

as Note Guarantor

 

 

By: ___________________________

Name: Alvaro Rodriguez Arregui

Title: Attorney in fact

 

 

By: ___________________________

Name: Alberto Hernandez Tellez

Title: Attorney in fact

 

 

CENTRO DE TECNOLOGIA VIDRIERA, LTD.,    

as Note Guarantor

 

 

By: ___________________________

Name: Alvaro Rodriguez Arregui

Title: Attorney in fact

 

 

By: ___________________________

Name: Alberto Hernandez Tellez

Title: Attorney in fact

 

 

THE BANK OF NEW YORK, 

as Creditor Representative onbehalf of the Holders

 

 

By: ___________________________

Name: 

Title: 

 

 

VITRO PACKAGING, INC., 

as Note Guarantor

 

 

By: ___________________________

Name: Alvaro Rodriguez Arregui

Title: Attorney in fact

 

 

By: ___________________________

Name: Alberto Hernandez Tellez

Title: Attorney in fact

 

CENTRO DE TECNOLOGIA VIDRIERA, LTD.,    

as Note Guarantor

 

 

By: ___________________________

Name: Alvaro Rodriguez Arregui

Title: Attorney in fact

 

 

By: ___________________________

Name: Alberto Hernandez Tellez

Title: Attorney in fact

 

 

THE BANK OF NEW YORK, 

as Creditor Representative onbehalf of the Holders

 

 

By: ___________________________

Name: Vanessa Mack 

Title: Assistant VicePresident 

 

 

DEFINITIONS

 

In this Note Guarantee:

 

"Capital Stock" means:

 

(1) with respect to any Personthat is a corporation, any and all shares, interests, participations or otherequivalents (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 Personthat is not a corporation, any and all partnership or other equity or ownershipinterests of such Person; and

 

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

 

"Common Stock" ofany Person means any and all shares, interests or other participations in, andother equivalents (however designated and whether voting or non-voting a f suchPerson's common equity interests, whether outstanding on the Issue Date orissued aft, the Issue Date, and included, without limitation, all series andclasses of such common equity interests.

 

"Grantor Subsidiary"means Industria del Alcali, S.A. de C.V., Compania Vidriera, S.A. de C.V.,Fabricacion de Maquinas, S.A. de C.V., Vidriera Monterrey, S.A. de C.V.,Vidriera Guadalajara, S.A. de C.V., Vidriera Queretaro, S.A. de C.V., VidrieraToluca, S.A. de C.V., Vidriera los Reyes, S.A. de C.V., Vitro Packaging, Inc.and Centro de Tecnologia Vidriera, Ltd or any other subsidiary of the Issuerthat is required to become a party to the Master Collateral and IntercreditorAgreement from time to time.

 

"Holder"means a Person in whose name a Note is registered.

 

"IssueDate" means the first date of issuance of the Notes under the Program.

 

"Master Collateral andIntercreditor Agreement" means the agreement dated as of July 23, 2004among HSBC Bank USA, National Association, as master collateral andintercreditor agent, the Issuer, the Grantor Subsidiaries party thereto, TheBank of New York, as trustee on behalf of the holders of the Issuer's 10.75%Senior Secured Guaranteed Notes due 2011 and the other Secured Creditors (asdefined therein) from time to time party thereto.

 

"Mexican GAAP"means generally accepted accounting principles in Mexico that are in effect asof the Issue Date.

 

"Officers' Certificate"means a certificate duly executed by any of the Chief Executive Officer, theChief Financial Officer, the Chief Accounting Officer or the Treasurer of theIssuer.

 

"Opinion of Counsel"means a written opinion of counsel, who may be an employee of or counsel forthe Issuer and who shall be reasonably acceptable to the CreditorRepresentative.

 

"Person" means anindividual, partnership, limited partnership, corporation, company, limitedliability company, unincorporated organization, trust or joint venture, or agovernment, governmental agency or political subdivision thereof.

 

"Preferred Stock"of any Person means any Capital Stock of such Person that has preferentialrights over any other Capital Stock of such Person with respect to dividends,distributions or redemptions or upon liquidation.

 

"Subsidiary"means, with respect to any Person, any other Person (i) of which such Personowns, directly or indirectly, more than 50% of the voting power of the otherPerson's outstanding voting stock and (ii) any other Person that is combined orconsolidated in accordance with Mexican GAAP with such Person for purposes offinancial reporting. 

 

FORM OF NEW NOTEGUARANTEE

     

This New Note Guarantee, dated asof [ 1 (this "New Note Guarantee"), by and among VITRO ENVASESNORTEAMERICA, S.A. DE C.V. (the "Issuer"), the [NEW NOTE GUARANTOR](the "New Note Guarantor"), each other NOTE GUARANTOR from time totime party to the Note Guarantee (the "Note Guarantors") and THE BANKOF NEW YORK, as creditor representative (together with any successor thereto,the "Creditor Representative") for the benefit of the holders of abeneficial interest (individually, the "Beneficial Holder" and,collectively, the "Beneficial Holders") in the $75,000,000 SeniorSecured Short Term Guaranteed Notes (the "Notes") to be issued fromtime to time by the Issuer under the $75,000,000 Senior Secured Short TermGuaranteed Note Program (the "Program").

 

WITNESSETH:

 

WHEREAS, the Issuer, the NoteGuarantors and the Creditor Representative have heretofore executed anddelivered a note guarantee dated as of February 3,2006 (as amended,supplemented, waived or otherwise modified from time to time, the "Note Guarantee"),providing for the guarantee by the Note Guarantors of the Issuer's obligationto pay the amounts due under the Notes (the "GuaranteedObligations");

 

WHEREAS, pursuant to Section 5(a)of the Note Guarantee, the Issuer is required to cause the New Note Guarantorto execute and deliver to the Creditor Representative a New Note Guaranteepursuant to which the New Note Guarantor will unconditionally guarantee, jointlyand severally with the other Note Guarantors, the Issuer's full and promptpayment of the Guaranteed Obligations in respect of the Notes; and

 

WHEREAS, pursuant to Section 6(a)of the Note Guarantee, the Creditor Representative, the Issuer and the existingNote Guarantors are authorized to execute and deliver this New Note Guaranteeto supplement the Note Guarantee, without the consent of any Beneficial Holder;

 

NOW THEREFORE, in consideration ofthe foregoing and for other good and valuable consideration, the receipt ofwhich is hereby acknowledged, the New Note Guarantor, the Issuer, each otherNote Guarantor and the Creditor Representative mutually covenant and agree forthe equal and ratable benefit of the Beneficial Holders as follows:

 

Section 1. Defined Terms. Capitalized terms usedbut not defined herein shall have the meanings assigned to them in the NoteGuarantee.

 

Section 2. Agreement to be Bound. The New NoteGuarantor hereby becomes a party to the Note Guarantee as a Note Guarantor andas such will have all of the rights and be subject to all the obligations andagreements of a Note Guarantor under the Note Guarantee. The New Note Guarantorhereby agrees to be bound by all of the provisions of the Note Guaranteeapplicable to a Note Guarantor and to perform all of the obligations andagreements of a Note Guarantor under the Note Guarantee.

 

Section 3. Guarantee. The New Note Guarantor herebyfully, unconditionally and irrevocably guarantees, as primary obligor and notmerely as surety, jointly and severally with each other Note Guarantor, to eachBeneficial Holder and the Creditor Representative, the full and punctualpayment when due, whether at maturity, by acceleration, by redemption orotherwise, of the Guaranteed Obligations. 

 

Section 4. Notices. Any notice or communicationdelivered to the Issuer under the provisions of the Note Guarantee shallconstitute notice to the New Note Guarantor.

 

Section 5. Parties. Nothing expressed or mentionedherein is intended or shall be construed to give any Person, firm orcorporation, other than the Beneficial Holders and the Creditor Representative,any legal or equitable right, remedy or claim under or in respect of this NewNote Guarantee or the Note Guarantee or any provision herein or thereincontained. 

 

Section 6. Governing Law, etc. This New NoteGuarantee shall be governed by the provisions set forth in Section 9 of theNote Guarantee.

 

Section 7. Severability. In case any provision inthis New Note Guarantee shall be invalid, illegal or unenforceable, thevalidity, legality and enforceability of the remaining provisions shall not inany way be affected or impaired thereby and such provision shall be ineffectiveonly to the extent of such invalidity, illegality or unenforceability.

 

Section 8. Ratification of Note Guarantee; SupplementalNote Guarantee Part of Note Guarantee. Except as expressly amended hereby,the Note Guarantee is in all respects ratified and confirmed and all the terms,conditions and provisions thereof shall remain in full force and effect. ThisNew Note Guarantee shall form a part of the Note Guarantee for all purposes,and every holder of Notes heretofore or hereafter authenticated and deliveredshall be bound hereby. The Creditor Representative makes no representation orwarranty as to the validity or sufficiency of this New Note Guarantee.

 

Section 9. Duplicate and Counterpart Originals.This New Note Guarantee may be executed in any number of counterparts, each ofwhich so executed shall be an original, but all of them together represent thesame agreement 

 

Section 10. Headings. The headings of the Sections inthis New Note Guarantee have been inserted for convenience of reference only,are not intended to be considered as a part hereof and shall not modify orrestrict any of the terms or provisions hereof. 

 

[Signatures onfollowing page]

 

 

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

as Issuer

 

By: ___________________________

Name: 

Title: 

 

 

By: ___________________________

Name: 

Title: 

 

 

[NEW NOTE GUARANTOR], as NoteGuarantor

 

 

By: ___________________________

Name: 

Title: 

 

 

By: ___________________________

Name: 

Title: 

 

INDUSTRIA    DEL ALCALI, S.A. DE C.V., 

as    Note Guarantor

 

 

By: ___________________________

Name: 

Title: 

 

 

By: ___________________________

Name: 

Title: 

 

 

COMPANIA    VIDRIERA, S.A. DE C.V., 

as    Note Guarantor

By: ___________________________

Name: 

Title: 

 

 

By: ___________________________

Name: Alberto Hernandez Tellez 

Title: Attorney in fact

 

 

FABRICACION    DE MAQUINAS, S.A. DE C.V., 

as    Note Guarantor

 

 

By: ___________________________

Name: 

Title: 

 

 

By: ___________________________

Name: 

Title: 

 

 

VIDRIERA    MONTERREY, S.A. DE C.V., 

as    Note Guarantor

 

 

By: ___________________________

Name: 

Title: 

 

 

By: ___________________________

Name: 

Title: 

 

 

VIDRIERA GUADALAJARA, S.A. DE C.V.,    

as Note Guarantor

 

 

By: ___________________________

Name: 

Title: 

 

 

By: ___________________________

Name: 

Title: 

 

 

VIDRIERA    QUERETARO, S.A. DE C.V., 

as    Note Guarantor

 

 

By: ___________________________

Name: 

Title: 

 

 

By: ___________________________

Name: 

Title: 

 

 

VIDRIERA TOLUCA, S.A. DE C.V., 

as Note Guarantor

 

 

By: ___________________________

Name: 

Title: 

 

 

By: ___________________________

Name: 

Title: 

 

 

VIDRIERA LOS REYES, S.A. DE C.V., 

as Note Guarantor

 

 

By: ___________________________

Name: 

Title: 

 

 

By: ___________________________

Name: 

Title: 

 

VITRO PACKAGING, INC., 

as Note Guarantor

 

 

By: ___________________________

Name: 

Title: 

 

 

By: ___________________________

Name: 

Title: 

 

 

CENTRO DE TECNOLOGIA VIDRIERA, LTD.,    

as Note Guarantor

 

 

By: ___________________________

Name: 

Title: 

 

 

By: ___________________________

Name: 

Title: 

 

 

THE BANK OF NEW YORK, 

as Creditor Representative onbehalf of the Beneficial Holders

 

 

By: ___________________________

Name: 

Title: