EXHIBIT
      4.24  
 
 **STOCK
        PURCHASE AGREEMENT**
 
 
 by
        and
        among
 
 
 REXAM
        PLC
 
 REXAM
        OVERSEAS HOLDINGS LIMITED
 
 
 
 and
 
 
 VITRO,
        S.A. DE C.V.
 
 
 dated
        as
        of
 
 
 September
        25, 2004
 
 
 
  
   **TABLE
        OF CONTENTS**
 
 **ARTICLE
                  I DEFINITIONS AND INTERPRETATION**
              **2**Section 1.1
              Definitions.
              2Section 1.2
              Interpretation.
              16**ARTICLE
                  II PURCHASE AND SALE OF THE SHARES**
              **17**Section 2.1
              Share
                  Purchase.
              17Section 2.2
              Purchase
                  Price.
              17**ARTICLE
                  III THE CLOSING**
              **18**Section 3.1
              Time
                  and Place of Closing.
              18Section 3.2
              Seller’s
                  Deliveries.
              18Section 3.3
              Buyer’s
                  Deliveries.
              20ARTICLE
                  IV**REPRESENTATIONS
                  AND WARRANTIES OF SELLER**
              **21**Section 4.1
              Organization
                  and Qualification of Seller and the Acquired
                  Companies.
              21Section 4.2
              Authorization.
              22Section 4.3
              Execution;
                  Validity of Agreement.
              22Section 4.4
              Consents
                  and Approvals; No Violations.
              22Section 4.5
              Capitalization
                  and Title to the Shares.
              23Section 4.6
              Good
                  Title Conveyed in the Shares.
              23Section 4.7
              Subsidiaries.
              24Section 4.8
              Financial
                  Statements.
              24Section 4.9
              No
                  Undisclosed Liabilities.
              25Section 4.10
              Absence
                  of Certain Changes.
              25Section 4.11
              Ownership
                  of Assets and Condition of Certain Assets.
              27Section 4.12
              Contracts
                  and Commitments.
              28Section 4.13
              Insurance.
              30Section 4.14
              Litigation.
              30Section 4.15
              Environmental
                  Matters.
              31Section 4.16
              Compliance
                  with Laws.
              32Section 4.17
              Employee
                  Benefit Plans.
              32Section 4.18
              Tax
                  Matters.
              34Section 4.19
              Company
                  Intellectual Property.
              35Section 4.20
              Labor
                  Matters.
              36Section 4.21
              Bank
                  Accounts.
              37Section 4.22
              Brokers
                  or Finders.
              37Section 4.23
              Receivables
                  and Payables.
              37Section 4.24
              Inventory.
              37Section 4.25
              Sufficiency
                  of Assets.
              38Section 4.26
              Affiliate
                  Transactions.
              38Section 4.27
              No
                  Other Representations.
              38**ARTICLE
                  V REPRESENTATIONS AND WARRANTIES OF THE BUYER
                  PARTIES**
              **38**
    i
    Section
                    5.1
                Organization.
                38Section 5.2
                Authorization;
                    Validity of Agreement.
                38Section 5.3
                Consents
                    and Approvals; No Violations.
                39Section 5.4
                Acquisition
                    of the Shares for Investment; Ability to Evaluate and Bear
                    Risk.
                39Section 5.5
                Litigation.
                40Section 5.6
                Brokers
                    or Finders.
                40Section 5.7
                Investigation
                    by Purchaser.
                40Section 5.8
                No
                    Other Representations.
                41**ARTICLE
                    VI CERTAIN COVENANTS AND AGREEMENTS**
                **41**Section 6.1
                Interim
                    Operations of the Acquired Companies.
                41Section 6.2
                Access.
                42Section 6.3
                Efforts
                    and Actions to Cause Closing to Occur.
                42Section 6.4
                Publicity.
                43Section 6.5
                Environmental
                    Responsibilities.
                43Section 6.6
                Intercompany
                    Arrangements.
                45Section 6.7
                Maintenance
                    of Books and Records
                45Section 6.8
                Cooperation
                    in Litigation.
                46Section 6.9
                Intercompany
                    Receivables and Payables.
                46Section 6.10
                Warranty
                    Obligations.
                47Section 6.11
                Confidentiality.
                48Section 6.12
                Conflict
                    with JV Agreement or Operating Document.
                49Section 6.13
                Insurance.
                50Section 6.14
                ASRAC
                    Foundation.
                50Section 6.15
                Licensed
                    Company Intellectual Property Rights.
                51Section 6.16
                Leased
                    Equipment.
                52Section 6.17
                Names;
                    Trade of Service Marks.
                52Section 6.18
                Updating
                    Schedules.
                53**ARTICLE
                    VII CONDITIONS TO CLOSING**
                **54**Section 7.1
                Conditions
                    to Each Party’s Obligation to Effect the Closing.
                54Section 7.2
                Conditions
                    to Obligations of Buyer to Effect the Closing.
                54Section 7.3
                Conditions
                    to Obligations of Seller to Effect the Closing.
                55**ARTICLE
                    VIII TERMINATION**
                **55**Section 8.1
                Termination.
                55Section 8.2
                Effect
                    of Termination.
                56**ARTICLE
                    IX TAX MATTERS**
                **56**Section 9.1
                Tax
                    Sharing Agreements with the Acquired Companies.
                56Section 9.2
                Contests.
                56Section 9.3
                Cooperation.
                57Section 9.4
                Taxes.
                57Section 9.5
                Tax
                    Refunds.
                59Section 9.6
                Survival.
                59Section 9.7
                Exclusive
                    Remedy; Clarification.
                59Section 9.8
                Vancan
                    Spinoff.
                59








ii






**ARTICLE
                  X SURVIVAL AND INDEMNIFICATION**
              **60**Section 10.1
              Survival.
              60Section 10.2
              Indemnification
                  by Seller.
              60Section 10.3
              Indemnification
                  by Buyer Parties.
              61Section 10.4
              Method
                  of Asserting Claims.
              61Section 10.5
              Monetary
                  Limitations on Indemnification.
              62Section 10.6
              Exclusive
                  Remedies.
              63Section 10.7
              Time
                  Limits on Claims.
              63Section 10.8
              Tax
                  Effect.
              64Section 10.9
              Insurance
                  Effect.
              64Section 10.10
              Price
                  Adjustment.
              64Section 10.11
              Basis
                  of Indemnity Claim.
              65**ARTICLE
                  XI MISCELLANEOUS**
              **65**Section 11.1
              Fees
                  and Expenses.
              65Section 11.2
              Equitable
                  Remedies.
              65Section 11.3
              Further
                  Assurances.
              65Section 11.4
              Amendments.
              66Section 11.5
              Notices.
              66Section 11.6
              Counterparts.
              67Section 11.7
              Entire
                  Agreement; No Third Party Beneficiaries.
              67Section 11.8
              Waiver
                  of Certain Provisions of the JV Agreement and Bylaws.
              68Section 11.9
              Severability.
              68Section 11.10
              Governing
                  Law.
              68Section 11.11
              Governing
                  Language.
              68Section 11.12
              Arbitration.
              68Section 11.13
              Extension;
                  Waiver.
              70Section 11.14
              Assignability.
              70Section 11.15
              Captions.
              70Section 11.16
              Exhibits
                  and Schedules.
              70Section 11.17
              Late
                  Payments.
              70








iii






**INDEX
        TO SCHEDULES**


Schedule Numbers
              Descriptions1(m)
              Measurement
                  Date Extraordinary Liabilities1.1(u)
              Unfunded
                  Liabilities2.2(a)
              Purchase
                  Price Components2.2(c)
              Allocation
                  of Purchase Price3.2(j)
              Resigning
                  Directors and Officers4.1(a)
              Jurisdiction
                  of Formation of Seller and the Acquired Companies4.1(b)
              Minute
                  Book and Shareholder Register Books of the Acquired
                  Companies4.1(c)
              Directors
                  and Officers of the Acquired Companies4.4
              Conflicts
                  and Consents of Seller4.5
              Capitalization
                  of the Acquired Companies4.7
              Subsidiaries4.8(a)
              Financial
                  Statements4.8(b)
              Measurement
                  Date Indebtedness4.8(e)
              Auditor
                  Letters4.9
              Undisclosed
                  Liabilities4.10
              Absences
                  of Certain Changes4.11(a)
              Real
                  Property4.11(b)
              Personal
                  Property Leases4.11(d)
              Condition
                  and use of Real Property4.12(a)
              Contracts
                  and Commitments4.12(b)
              Defaults4.12(c)
              Non-Party
                  Contracts4.13
              Insurance4.14
              Litigation4.15
              Environmental
                  Matters4.15(e)
              Environmental
                  Assessments4.16(a)
              Governmental
                  Permits4.17(a)(i)
              Company
                  Benefit Plans4.17(a)(ix)
              Unfunded
                  Benefit Plans4.18
              Tax
                  Matters4.19
              Company
                  Intellectual Property4.20
              Labor
                  Matters4.21
              Bank
                  Accounts4.24
              Inventory4.25
              Sufficiency
                  of Assets4.26
              Affiliate
                  Transactions5.3
              Conflicts
                  and Consents of Buyer6.5(b)
              Environmental
                  Conditions and Activities6.6
              Intercompany
                  Arrangements7.1(b)
              Consents
                  or Actions of Antitrust
                  Administrator








ii






6.13
              Pending
                  Insurance Claims6.15
              Licensed
                  Intellectual Property6.16
              Leased
                  Equipment10.2(e)
              Indemnification






iii






**INDEX
        TO EXHIBITS**
 
 3.2(d)
              Form
                  of Transitional Services Agreement3.2(m)
              Form
                  of Non-Competition Agreement3.2(o)
              Form
                  of Termination Agreement
 
 iv




*M&VA
        Draft -- Confidential*






**STOCK
        PURCHASE AGREEMENT**
 
 **I
        N T R O D U C T I O N**
 
 
 THIS
        STOCK PURCHASE AGREEMENT is made and entered into as of September 25,
        2004,
        by and among REXAM PLC, a company organized under the laws of England and
        Wales
        (“ Rexam
        plc ”);
        REXAM
        OVERSEAS HOLDINGS LIMITED, a company organized under the laws of England
        and
        Wales (“ Buyer ”);
        and VITRO,
        S.A. DE C.V., a
        company organized under the laws of Mexico (“ Seller ”).
        Rexam
        plc and Buyer are referred to herein collectively as the “ Buyer
        Parties ”
        and
        individually as a “ Buyer
        Party .”
        The
        Buyer Parties and Seller are referred to herein collectively as the
“ Parties ”
        and
        individually as a “ Party .”
        Capitalized terms not otherwise defined herein shall have the meaning ascribed
        to such terms in Article I hereof.
 
 **R
        E C I T A L S** **:**
 
 WHEREAS,
        pursuant to that certain Joint Venture Agreement dated as of September 30,
        1994
        (as the same may have been amended or modified, the “ JV
        Agreement ”)
        between Seller and Rexam Beverage Can Americas Inc. (formerly known as American
        National Can Group, Inc., as successor to Pechiney International) (“ RBCA ”),
        a
        joint venture was created whereby RBCA and Seller incorporated Vitro-American
        National Can, S.A. de C.V., a variable capital corporation organized under
        the
        laws of Mexico (“ Vitro-American ”);
 
 WHEREAS,
        pursuant to a spin-off effective December 31, 2002 of certain assets and
        liabilities of Vitro-American, a new variable capital corporation known as
        Vancan, S.A. de C.V. was formed under the laws of Mexico (“ Vancan ”
        and
        together with Vitro-American, the “ Acquired
        Companies ”
        and
        each an “ Acquired
        Company ”);
 
 WHEREAS,
        Seller is the legal and beneficial owner of (i) (a) 25,000 shares of
        Series A fixed Capital Stock, (b) 4,092,790 shares of Series A variable
        Capital Stock and (c) one share of Series B variable Capital Stock of
        Vitro-American (the “ Vitro-American
        Shares ”)
        and
        (ii) (a) 25,000 shares of Series A fixed Capital Stock, (b) one share of
        Series
        B fixed Capital Stock and (c) 65,454,500 shares of Series A variable Capital
        Stock (the “ Vancan
        Shares ”
        and
        together with the Vitro-American Shares, referred to herein as the “ Shares ”);
 
 WHEREAS,
        the Acquired Companies are engaged in the business of manufacturing aluminum
        beverage can bodies and distributing and selling aluminum beverage can bodies
        and can ends to customers in the Territory (the “ Business ”);
 
 WHEREAS,
        in accordance with the terms and subject to the conditions set forth in this
        Agreement, Seller desires to sell, and Buyer desires to buy, all of the Shares;
        and
 
 NOW,
        THEREFORE, in consideration of the mutual covenants and agreements contained
        herein, and other good and valuable consideration, the receipt and sufficiency
        of which are hereby acknowledged, the Parties agree as follows:
  
  **ARTICLE** **I**
 **DEFINITIONS
        AND INTERPRETATION**
 
 **Section** **1****.****1****Definitions****.**
 
 For
        all
        purposes of this Agreement, except as otherwise expressly provided or unless
        the
        context clearly requires otherwise:
 
 “ $ ”
        means
        U.S. Dollars.
 
 “ Acceptable
        Regulatory Standards ”
        means
        those standards in effect as of the Closing Date with respect to the presence
        of
        a Hazardous Substance on any Real Property which ( A )
        would
        be sufficient to satisfy the requirements of the pertinent Governmental Entities
        of Mexico having jurisdiction with respect to the Real Property so that such
        Governmental Entities would issue a letter or other document confirming that
        no
        further action is required with respect to the investigation, remediation
        or
        monitoring of the Real Property with respect to such Hazardous Substance
        or
        ( B )
        where
        the Governmental Entities of Mexico having jurisdiction with respect to the
        Real
        Property do not issue such letters or other documents, would be sufficient
        to
        satisfy the publicly promulgated requirements of Environmental Law or such
        regulatory authorities having jurisdiction with respect to the Real Property
        with respect to the satisfactory completion of investigation, remediation,
        and
        monitoring of the Real Property with respect to such Hazardous
        Substance .
 
 “ Acquired
        Company ”
        and
“ Acquired
        Companies ”
        are
        defined in the Recitals.
 
 “ Acquired
        Company Contracts ”
        is
        defined in Section 4.12(a).
 
 “ Acquired
        Company Governmental Permits ”
        is
        defined in Section 4.16(a).
 
 “ Action ”
        means
        any action, suit, hearing, litigation, proceeding, arbitration, investigation
        or
        audit, whether civil, criminal, administrative or judicial. For purposes
        of this
        Agreement, “pending” Actions include written demands, claims made in writing,
        written notices of violations, and demand letters.
 
 “ Administrative
        Services Agreement ”
        means
        collectively (i) the Administrative Services Agreement dated as of
        January 1, 2003 between Vitro Corporativo and Vancan, as the same
        may have
        been amended or modified and (ii) the Administrative Services Agreement dated
        as
        of December 7, 1994 between Seller and Vitro-American, as the same
        may have
        been amended or modified.
 
 “ Affiliate ”
        of any
        Person means a Person that directly or indirectly through one or more
        intermediaries controls, is controlled by, or is under common control with,
        the
        first Person. For purposes of this definition, a Subsidiary of a Person shall
        be
        deemed to be an Affiliate of such
  2
  Person
        and the term “control”, “controlled by” or “under common control with” means the
        power, direct or indirect, to direct or cause the direction of the management
        and policies of a Person, whether through the ownership of voting Capital
        Stock,
        by Contract, as trustee or executor, or otherwise.
 
 “ Agency
        Notification ”
        is
        defined in Section 6.5(e).
 
 “ Agreement ”
        or
“ this
        Agreement ”
        means
        this Purchase Agreement, including the Exhibits and Schedules hereto,
        as it
        may be amended from time to time in accordance with its terms.
 
 “ Ancillary
        Agreements ”
        means
        the Transitional Services Agreement, the Non-Competition Agreement and the
        Termination Agreement.
 
 “ Antitrust
        Administrator ”
        means
        any Governmental Entity administering any Mexican Antitrust Laws, including
        the
        Federal Competition Commission of Mexico (Comision Federal de
        Competencia).
 
 “ Antitrust
        Laws ”
        means
        the antitrust and competition Laws of Mexico including with respect to Mexico
        the Federal Law of Economic Competition of December 24, 1992, and the
        Regulations of the Federal Law of Economic Competition of March 4,
        1998.
 
 “ ASRAC
        Foundation ”
        is
        defined in Section 6.14.
 
 “ Benefit
        Plan ” means
        any
        employee benefit plan, including any bonus, incentive compensation, deferred
        compensation, profit sharing, pension, stock option, stock appreciation right,
        stock bonus, stock purchase, employee stock ownership, savings, severance,
        change in control, supplemental unemployment, layoff, salary continuation,
        retirement, pension, health, vision, life insurance, executive life insurance,
        disability, accident, group insurance, vacation, holiday, sick leave, housing
        fund, food coupon, health club, on-site physician, fringe benefit or welfare
        benefit plan, and any other employee compensation or benefit plan, Contract,
        policy or practice (whether qualified or nonqualified) and any trust, escrow
        or
        other Contract related thereto.
 
 “ Board
        of Directors ”
        means,
        as applicable, the board of directors, the supervisory board, or any other
        similar body, if any, charged with supervisory responsibility over the
        establishment and implementation of policies for any Person other than a
        natural
        person.
 
 “ Book Cash
        Balances ”
        means
        the book cash balances held by an Acquired Company. For greater certainty,
        the
        Book Cash Balances shall include marketable securities, petty cash
        and cash
        equivalents.
 
 “ Books
        and Records ”
        means
        all written and electronic files, documents, instruments, papers, books and
        records, including financial statements, budgets, data bases, Tax Returns
        and
        related work papers and letters from accountants or auditors, pricing
        guidelines, ledgers,
  3
  journals,
        deeds, business correspondence, records, files and other data relating to
        current and past orders and jobs and prospect lists for future orders and
        jobs,
        Contracts, Licenses, customer, distributor and supplier lists, mailing lists,
        bid and quote information, operating data and plans, environmental studies
        and
        plans, and employee records (including employee benefit records).
 
 “ Breach ”
        means
        any breach or violation of, or any inaccuracy in, any representation or warranty
        or any breach or violation of, default under, or failure to perform or comply
        with, any covenant or obligation, in or of this Agreement or any other Contract,
        as applicable.
 
 “ Breach
        of a Representation ”
        means
        the falsity or incorrectness of or Breach of any representation or warranty
        of
        Seller or Buyer, as applicable, in this Agreement or in any Schedule,
        certificate or agreement furnished to the other Person pursuant to this
        Agreement (other than in an Ancillary Agreement) disregarding, solely for
        purposes of calculating the amount of Losses arising from the falsity or
        incorrectness of or Breach of the representations and warranties of Seller
        or
        Buyer, as the case may be, any references in such representations to
“material,”“Company Material Adverse Effect” and similar references but such
        references shall not be disregarded for the purposes of determining the falsity
        or incorrectness of or Breach of any representation or warranty of Seller
        or
        Buyer, as applicable, in this Agreement or in any Schedule, certificate or
        agreement furnished to the other Person pursuant to this Agreement (other
        than
        in an Ancillary Agreement).
 
 “ Business ”
        is
        defined in the Recitals.
 
 “ Business
        Day ”
        means a
        day (other than Saturday or Sunday) on which banks are generally open in
        the
        State of New York, USA, in London, England and in Mexico City, Mexico for
        ordinary business.
 
 “ Buyer ”
        is
        defined in the Introduction.
 
 “ Buyer
        Indemnified Party ”
        and
“ Buyer
        Indemnified Parties ”
        are
        defined in Section 10.2.
 
 “ Buyer
        Party ”
        and
“ Buyer
        Parties ”
        are
        defined in the Introduction.
 
 “ Cap
        Amount ”
        is
        defined in Section 10.5(a).
 
 “ Capital
        Stock ”
        means,
        as applicable, shares of capital stock, partnership interests, membership
        interests, equity interests, quotas, or any similar term under applicable
        Law,
        including nominee, qualifying and similar shares.
 
 “ Claim
        Notice Period ”
        is
        defined in Section 10.4(b).
 
 “ Closing ”
        is
        defined in Section 3.1.
 
 “ Closing
        Date ”
        is
        defined in Section 3.1.
  4
  “ Closing
        Time ”
        is
        defined in Section 3.1.
 
 “ Company
        Benefit Plans ”
        is
        defined in Section 4.17(a)(i).
 
 “ Company
        Intellectual Property ”
        means
        all Intellectual Property of the Acquired Companies that is currently used
        in
        the Business or that is necessary to conduct the Business as presently
        conducted.
 
 “ Company
        Material Adverse Effect ”
        means
        any effect, event or occurrence that is materially adverse to the financial
        condition, results of operations or Properties **** of
        the
        Acquired Companies as a whole. References in this Agreement to $ or U.S.
        Dollars
        amount thresholds shall not be deemed to be evidence of a Company Material
        Adverse Effect or materiality; provided , however ,
        that in
        no event shall any of the following, alone or in combination, be deemed to
        constitute, nor shall any of the following be taken into account in determining
        whether there has been, or will be, a Company Material Adverse Effect: (a)
        actions or omissions of Seller or the Acquired Companies taken with the prior
        written consent of Buyer or (b) any effect, event or occurrence to the extent
        (i) generally affecting the Mexican or United States economy in general or
        securities or financial market conditions in Mexico or the United States,
        (ii)
        generally affecting the industries in which the Acquired Companies operate
        or
        (iii) resulting from the announcement or pendency of the sale of the
        Shares.
  “ Computer
        Software ”
        means
        all computer software programs, all enhancements, modifications and
        customizations thereto and all files, data, materials, manuals and other
        items
        and documentation related thereto or associated therewith, including computer
        files, data and materials concerning the Business.
 
 “ Confidential
        Information ”
        means
        with respect to all information of a confidential or proprietary nature (whether
        or not specifically labeled or identified as “confidential”), in any form or
        medium, the products, financial condition, services or research or development
        of a Person, or its suppliers, distributors, customers, independent contractors
        or other business relations, including the following: (i) internal business
        and
        financial information (including information relating to strategic and staffing
        plans and practices, business, finances, training, marketing, promotional
        and
        sales plans and practices, cost, rate and pricing structures and accounting
        and
        business methods); (ii) identities of, individual requirements of, specific
        contractual arrangements with, and information about, any of such Person’s
        suppliers, distributors, customers, independent contractors or other business
        relations and their confidential information; (iii) Books and Records, (iv)
        Trade Secrets, and (v) other unregistered or unpublished Intellectual
        Property. Notwithstanding the foregoing, the term “Confidential Information”
        shall not include information that (x)
        is
        generally known or available to the public through no act or omission on
        the
        part of the receiving party at the time of disclosure; (y) is known
        or
        becomes known to the receiving party from a source other than the disclosure
        of
        information in confidence in connection with the Transactions, without a
        Breach
        of any Contract with the disclosing party and without any restriction on
        disclosure, including the internal development of information without use
        of any
        Confidential Information; or (z) is disclosed after written approval for
        such
        disclosure has been given by the party whose confidential information is
        being
        requested to be released; provided that
        after the Closing Date, the exception in clause (y) shall not be
  5
  available
        to Seller with respect to Confidential Information about the Acquired Companies
        or the Business known on or prior to the Closing Date except to the extent
        that
        Seller subsequently acquires such Confidential Information from a third party
        after the expiration of the Non-Competition Agreement without a Breach of
        any
        Contract with the disclosing party and without any restriction on disclosure; provided , further ,
        that
        notwithstanding anything contained herein to the contrary each of Seller,
        the
        Acquired Companies and the Buyer Parties shall be entitled to disclose any
        information which it is legally obligated to disclose in connection with
        filing
        of its or its Affiliates’ Tax Returns.
 
 “ Consent ”
        means
        any approval, consent, permission, ratification, waiver or other
        authorization.
 
 “ Contract ”
        means
        any written or oral contract, note, bond, mortgage, instrument, agreement,
        undertaking, understanding, promise or commitment, whether express or
        implied.
 
 “ Copyrights ”
        means
        Mexican and foreign registered and unregistered copyrights (including those
        in
        Computer Software and databases), all moral rights, all rights of publicity
        and
        all registrations and applications to register the same and all renewals
        thereof, in each case, used in the conduct of the Business as presently
        conducted other than those owned by the Buyer Parties or their respective
        Affiliates.
 
 “ Covered
        Request ”
        is
        defined in Section 6.7.
 
 “ Employment
        Agreements ”
        is
        defined in Section 4.12(a).
 
 “ Encumbrances ”
        means,
        other than Permitted Encumbrances, any and all liens, charges, security
        interests, options, claims, mortgages, deeds of trust, hypothecations, pledges,
        proxies, voting trusts or agreements, rights of way, easements, encroachments,
        servitudes, restrictive covenants, rights of first refusal or first negotiation
        or similar restrictions or obligations, or arrangements or other restrictions
        on
        title transfer, use, voting, or other attributes of ownership of any nature
        whatsoever, including any conditional sale Contracts, title retention Contracts
        or other Contracts to give effect to any of the foregoing.
 
 “ Environmental
        Activities ”
        is
        defined in Section 6.5(b).
 
 “ Environmental
        Law ” means
        any Law applicable to the Business, an Acquired Company or any Real Property,
        in
        effect on or before the Closing Date that requires or relates to:
 
 ( i )  governing
        pollution or the protection of the environment;
 
 ( ii )  advising
        appropriate authorities, employees or the public of the presence of or intended
        or actual releases of Hazardous Substances or violations of discharge limits
        or
        other prohibitions or of the commencement of activities, such as resource
        extraction or construction, that could have significant impact on the
        Environment;
  6
  ( iii )  preventing
        or reducing to acceptable levels the presence of or release of Hazardous
        Substances in or into the Environment;
 
 ( iv )  reducing
        the quantities, preventing the release or minimizing the hazardous
        characteristics of wastes that are generated;
 
 ( v )  the
        transportation, use and disposal of Hazardous Substances;
 
 ( vi )  cleaning
        up, reducing the risk, and/or dealing with Hazardous Substances that have
        been
        released; or
 
 ( vii )  making
        responsible Persons or polluting Persons pay private parties or third parties,
        or groups of them, for damages done to their health or the Environment or
        permitting representatives of the public interest (self-appointed or otherwise)
        to recover for injuries done to public assets as a result of an unauthorized
        release of Hazardous Substances.
 
 “ Environmental
        Representatives ”
        is
        defined in Section 6.5(j).
 
 “ Exchange
        Rate ”
        means
        the applicable rate to translate Mexican Pesos into U.S. Dollars on the relevant
        date as reported by Banco de México in the official newspaper “Diario Oficial de
        la Federación”.
 
 “ Excluded
        Intellectual Property ”
        is
        defined in Section 6.15.
 
 “ Existing
        REC ”
        is
        defined in Section 6.5(a).
 
 “ Financial
        Statements ”
        means
        ( i )
        all
        Interim Financial Statements, ( ii )
        the
        audited balance sheet of Vitro-American as at December 31, 2001 together
        with
        the audited statement of profit and loss and audited statement of cash flow
        for
        the twelve-month period ending December 31, 2001, ( iii )
        the
        audited balance sheet of each Acquired Company as at December 31, 2003 and
        December 31, 2002, together with the audited statements of changes in income,
        stockholders’ equity and financial position for each Acquired Company for each
        of the twelve-month periods then ended, ( iv )
        the
        unaudited consolidating balance sheet of the Acquired Companies as at December
        31, 2003 and December 31, 2002 together with the related unaudited consolidating
        statements of changes in income, stockholders’ equity and financial position for
        the Acquired Companies for each of the twelve-month periods then ended, in
        each
        of the above described cases as prepared in accordance with GAAP, applied
        on a
        consistent basis during the periods involved.
 
 “ GAAP ”
        means
        generally accepted accounting principles in Mexico.
  7
  “ Governmental
        Entity ”
        means:
 
 (i)
              any
                  national, state, provincial, local, municipal, foreign or other
                  government;
 
 (ii)
              any
                  governmental or quasi-governmental entity of any nature (including
                  any
                  agency, branch, department, board, commission, court, tribunal,
                  or other
                  entity exercising governmental or quasi-governmental
                  power);
 
 (iii)
              any
                  body exercising any public administrative, executive, judicial,
                  legislative, police, regulatory or taxing authority or power;
                  or
 
 (iv)
              any
                  official of the foregoing.
 
 “ Governmental
        Permits ”
        means
        all licenses, certificates, permits, franchises, approvals, rights,
        registrations, and Consents for the ownership or use of a Person’s Properties
        issued or granted by or made with, and any pending applications or renewals
        of
        any of the foregoing from, any Governmental Entity.
 
 “ Hazardous Substance ”
        means
        any substance, material or waste which is
        regulated by any Governmental Entity including any material, substance or
        waste
        which is defined as a “hazardous substance”, “ waste ”,
        “contaminant”, “pollutant”, “prescribed waste”, “hazardous waste”, “hazardous
        material”, “toxic substance”, “toxic waste”, “extremely hazardous waste” or
“restricted hazardous waste” under Environmental Law or Health and Safety Law,
        and includes  petroleum,
        petroleum fractionals and petroleum products, asbestos, asbestos-containing
        material, urea formaldehyde, toxic mold and polychlorinated biphenyls and
        includes the breakdown and reaction products of and from such material,
        substance or waste.
  “ Health
        and Safety Law ”
        means
        any Law that requires or relates to safe or healthful working conditions
        or to
        occupational safety or health.
  “ Indebtedness ”
        means,
        with respect to any Person at any date, without duplication and net of any
        Book Cash Balances of such Person the aggregate amount of: (i) all
        Liabilities of such Person for borrowed money or in respect of loans or
        advances, (ii) all Liabilities of such Person evidenced by bonds, debentures,
        notes or other similar instruments or debt securities, (iii) all Liabilities
        in
        respect of letters of credit and bankers’ acceptances issued for the account of
        such Person, (iv) all Liabilities arising from cash/book overdrafts (outstanding
        checks) of such Person, (v) all guaranties of such Person in connection with
        any
        of the foregoing or the following, in each case, with respect to Liabilities
        of
        any other Person, (vii) all capital lease obligations of such Person, (viii)
        all
        indebtedness for the deferred purchase price of property or services with
        respect to which such Person is liable, contingently or otherwise, as obligor
        or
        otherwise (other than trade payables incurred in the ordinary course of
        business), (ix) all embedded losses on derivative or hedging Contracts, (x)
        all
        Liabilities under securitization Contracts, (xi) all accrued interest,
        prepayment premiums, breakage costs or penalties related to any of the
        foregoing, (xii) all of the foregoing to the extent secured by any Property
        of
        such Person and (xiii) non-trade intercompany payables of such Person (other
        than (A) any prepaid fees to Seller or Buyer or to
  8
  their
        respective Affiliates for administrative or technical services and (B) Tax
        receivables owed by Seller to either of the Acquired Companies). Notwithstanding
        the foregoing, for purposes of determining the Cash Purchase Price, Indebtedness
        shall not include any amounts which are included as Measurement Date
        Extraordinary Liabilities, Measurement Date Tax Liabilities or Measurement
        Date
        Unfunded Liabilities.
 
 “ Indemnified
        Party ”
        means
        any Person claiming indemnification under any provision of Article
        X.
 
 “ Indemnifying
        Party ”
        means
        any Person against whom a claim for indemnification is being asserted under
        any
        provision of Article X.
 
 “ Indemnity
        Notice ”
        is
        defined in Section 10.4(b).
 
 “ Insurance
        Coverage ”
        means
        any insurance coverage maintained by, or on behalf of, an Acquired Company
        or
        any of its respective Affiliates (other than any insurance coverage maintained
        in connection with a Company Benefit Plan), the premiums for which are paid
        directly by the Acquired Companies or any of their respective
        Affiliates.
 
 “ Intellectual
        Property ”
        means
        Trademarks, Patents, Copyrights, Trade Secrets and Licenses.
 
 “ Interim
        Financial Statements ”
        means
        the unaudited balance sheets of each Acquired Company and the unaudited
        consolidated and consolidating balance sheets of the Acquired Companies and
        the
        related statements of changes in income, stockholders’ equity and financial
        position for such Acquired Company for the period January 1, 2004
        to the
        last day of each month ending on the last day of the last calendar month
        prior
        to the Closing Date.
 
 “ Inventory ”
        means
        raw materials, work-in-process, finished goods, spare parts and all supplies
        held for consumption in the Business wherever located, including consignment
        inventory (where the Acquired Company is the consignor) and inventory on
        order
        for or in transit to or from the Acquired Companies.
 
 “ IVA ”
        means
        any value added tax or its equivalent.
 
 “ JV
        Agreement ”
        is
        defined in the Recitals.
 
 “ Law ”
        means
        any applicable Mexican federal, state, provincial, regional, local, municipal,
        foreign or other law, treaty, constitution, statute, regulation, Norma Oficial
        Mexicana, code, ordinance, or rule of a Governmental Entity or principle
        of
        common law.
 
 “ Leased
        Equipment ”
        is
        defined in Section 6.16.
  9
  “ Leased
        Real Property ”
        means
        all real property that is leased, or licensed for occupation, to an Acquired
        Company, and shall include all buildings, structures and other improvements
        thereon and appurtenances thereto.
 
 “ Liabilities ”
        means
        all obligations and other liabilities of a Person of any kind, character
        or
        description, whether absolute, accrued, contingent, fixed or otherwise, disputed
        or undisputed, liquidated or unliquidated, secured or unsecured, joint or
        several, vested or unvested, or due or to become due, and whether or not
        required to be reflected on a financial statement under GAAP, including trade
        payables to Affiliates of such Person and Indebtedness.
 
 “ Licensed
        Trade Secrets ”
        is
        defined in Section 6.15.
 
 “ Licenses ”
        means
        all Contracts pursuant to which an Acquired Company has any rights in or
        to any
        Intellectual Property from any Person, and all Contracts pursuant to which
        an
        Acquired Company has licensed or transferred any rights in or to any
        Intellectual Property to any Person, in each case, used in the conduct of
        the
        Business as presently conducted other than those owned by the Buyer Parties
        or
        their respective Affiliates.
 
 “ Limitation
        Date ”
        is
        defined in Section 6.10(b).
 
 “ Losses ”
        means
        any and all damages (including incidental damages), awards, fines, costs,
        expenses, fees, penalties, deficiencies, losses; and any amounts paid or
        incurred in defense and/or settlement and related expenses, including interest,
        court and other legal proceeding costs, reasonable fees of attorneys,
        accountants, and other experts or other third party out-of-pocket expenses
        of
        any Action or of any claim, default or assessment in all cases, whether or
        not
        involving a Third Party Claim; provided, however, that consequential, special
        or punitive damages shall not be included (except to the extent such damages
        are
        awarded by a court of competent jurisdiction or by an arbitrator against
        an
        Acquired Company in connection with a Third Party Claim) .
 
 “ Measurement
        Date ”
        means
        March 31, 2004.
 
 “ Measurement
        Date Exchange Rate ”
        means
        an exchange rate between U.S. Dollars and Mexican Pesos equal to 11.1748
        Mexican
        Pesos per 1.00 U.S. Dollar.
 
 “ Measurement
        Date Extraordinary Liabilities ”
        means
        the aggregate amount (expressed as an absolute value in U.S. Dollars using
        the
        Measurement Date Exchange Rate to convert from Mexican Pesos) of all accruals,
        without duplication, on the Measurement Date Financial Statements for
        litigation, environmental liabilities and any other items outside the normal
        course set forth on Schedule
        1(m) .
 
 “ Measurement
        Date Financial Statements ”
        means
        the unaudited balance sheet of each Acquired Company and the unaudited
        consolidating balance sheet of the Acquired Companies in each case as of
        the
        Measurement Date together with the related statements of changes in income,
  10
  stockholders’
        equity and financial position for the three month period then ended, as revised
        or modified by mutual agreement of the parties and as in effect on the Closing
        Date.
 
 “ Measurement
        Date Indebtedness ”
        means
        the aggregate amount (expressed as an absolute value in U.S. Dollars using
        the
        Measurement Date Exchange Rate to convert from Mexican Pesos) of Indebtedness,
        without duplication, of the Acquired Companies existing as of the Measurement
        Date; provided however, that it shall not include any Liabilities in respect
        of
        standby letters of credit or other guarantees issued for the account of such
        Person to the extent such standby letters of credit or guarantees have not
        been
        drawn and are used as security for trade accounts receivable.
 
 “ Measurement
        Date Mexican GAAP Adjustments ”
        means
        the aggregate amount (expressed as an absolute value in U.S. Dollars using
        the
        Measurement Date Exchange Rate to convert from Mexican Pesos) of the adjustments
        made to the assets or liabilities reflected on the Measurement Date Financial
        Statements as set forth on Schedule
        2.2(a) .
 
 “ Measurement
        Date Tax Liabilities ”
        means
        the aggregate amount (expressed as an absolute value in U.S. Dollars using
        the
        Measurement Date Exchange Rate to convert from Mexican Pesos) of all net
        tax
        balances, without duplication, on the Measurement Date Financial Statements
        for
        Tax Liabilities of the Acquired Companies.
 
 “ Measurement
        Date Unfunded Liabilities ”
        means
        the aggregate amount (expressed as an absolute value in U.S. Dollars using
        the
        Measurement Date Exchange Rate to convert from Mexican Pesos) of Unfunded
        Liabilities, without duplication, of the Acquired Companies as of the
        Measurement Date.
 
 “ Mexico ”
        means
        the United Mexican States.
 
 “ Mexican
        Pesos ”
        means
        the lawful currency of Mexico.
 
 “ Non-Competition
        Agreement ”
        means
        the non-competition Contract between Buyer and Seller in the form attached
        hereto as Exhibit 3.2(m).
 
 “ Non-Party
        Contracts ”
        is
        defined in Section 4.12(c).
 
 “ Operating
        Document ”
        means
        with respect to any corporation, public limited company, limited company,
        limited liability company, partnership, or other legally authorized incorporated
        or unincorporated entity, the by-laws and any equity holders’ Contract, voting
        Contract, voting trust Contract or registration rights Contract, together
        with
        any amendment or supplement to any of the foregoing.
 
 “ Option ”
        means
        with respect to any Person, any security, right, call, subscription, warrant,
        option, “phantom” stock right or other Contract that gives the right to (i)
        purchase or otherwise receive or be issued any Capital Stock of such Person
        or
        any security of any kind convertible into or exchangeable or exercisable
        for any
        Capital Stock of such Person or (ii)
  11
  receive
        any benefits or rights similar to any rights enjoyed by or accruing to the
        holder of Capital Stock of such Person, including any rights to participate
        in
        the equity, income or election of the Board of Directors of such
        Person.
 
 “ Order ”
        means
        any order, writ, judgment, decision, decree, ruling, assessment, award,
        injunction or similar order or requirement of any Governmental Entity (in
        each
        case whether preliminary or final).
 
 “ Organizational
        Document ”
        means
        with respect to any corporation, public limited company, limited company,
        limited liability company, partnership, or other legally authorized incorporated
        or unincorporated entity, the articles of incorporation, certificate of
        incorporation, articles of organization, articles of association, certificate
        of
        limited partnership or other applicable organizational or charter documents
        relating to the creation or organization of such entity, together with any
        amendment or supplement to any of the foregoing.
 
 “ Owned
        Real Property ”
        means
        all real property that is owned by an Acquired Company, and shall include
        all
        buildings, structures and other improvements thereon and appurtenances
        thereto.
 
 “ Partial
        Period ”
        is
        defined in Section 9.4(c).
 
 “ Party ”
        and
“ Parties ”
        are
        defined in the Introduction.
 (a)
 “ Patents ”
        means
        issued Mexican and foreign patents and pending patent applications, and any
        and
        all divisions, continuations, continuations-in-part, reissues, reexaminations,
        and extensions thereof, any counterparts claiming priority therefrom, utility
        models, patents of importation/confirmation, certificates of invention and
        similar statutory rights in each case, used in the conduct of the Business
        as
        presently conducted other than those owned by the Buyer Parties or their
        respective Affiliates.
 
 “ Payment
        Notice ”
        is
        defined in Section 6.10(b).
 
 “ Permitted
        Encumbrances ”
        means
        (i) Liens for Taxes that are not yet due and payable or that may thereafter
        be
        paid without penalty and in either such case are properly reserved against
        (to
        the extent required by GAAP) on the Financial Statements and (ii) other
        imperfections of title, easements, rights-of-ways, covenants and Encumbrances,
        if any, which, individually or in the aggregate, do not materially adversely
        affect the marketability of title of the Real Property or materially detract
        from the value of or interfere with the present use of such Properties subject
        thereto or affected thereby or otherwise interfere with the operation of
        the
        Business.
 
 “ Person means a
        natural person, partnership, limited partnership, corporation, limited liability
        company, business trust, joint stock company, trust, unincorporated association,
        joint venture, Governmental Entity or other entity or
        organization.
  12
  “ Personal
        Property Lease ”
        means
        each lease (including both operating and capital leases) pursuant to which
        an
        Acquired Company leases any Tangible Personal Property (excluding leases
        relating solely to personal property calling for rental or similar periodic
        payments not exceeding $10,000 U.S. Dollars per annum or which are terminable
        without penalty upon ninety (90) days or less prior notice).
 
 “ Pre-Measurement
        Date Products ”
        is
        defined in Section 6.10(a).
 
 “ Properties ”
        means
        with respect to any Person, all assets of every kind, nature, character and
        description (whether real, personal or mixed, whether tangible or intangible),
        including the goodwill related thereto, owned or leased by such
        Person.
  “ RBCA ”
        is
        defined in the Recitals.
 
 “ RBCC ”
        is
        defined in Section 6.11(a).
 
 “ Real
        Property ”
        means
        all Leased Real Property and Owned Real Property.
 
 “ Real
        Property Leases ”
        means
        the leases or subleases pursuant to which an Acquired Company is the lessee
        or
        sublessee, as the case may be, of the Leased Real Property.
 
 “ Receivables ”
        means
        all notes receivable of the Acquired Companies, all trade accounts receivable
        of
        the Acquired Companies arising out of sales in connection with the conduct
        of
        the Business, including trade accounts receivables from Seller and its
        Affiliates, all balances due in the ordinary course of business from employees
        of the Acquired Companies, and the full benefit of any and all security in
        connection therewith, together with any claims, rights or remedies relating
        thereto.
 
 “ Records
        Retention Date ”
        is
        defined in Section 6.7.
 
 “ Refunds ”
        is
        defined in Section 6.10(c)(ii).
 
 “ Remediation ”
        and
“ remediate” and
        similar terms mean remediation, cleanup and monitoring and activities to
        control, stop or contain Hazardous Substances.
 
 “ Replacement ”
        is
        defined in Section 6.10(c)(i).
  “ Rexam
        plc ”
        is
        defined in the Introduction.
 
 “ Rules ”
        is
        defined in Section 11.12(a).
 
 “ Seller ”
        is
        defined in the Introduction.
 
 “ Seller
        Indemnified Party ”
        and
“ Seller
        Indemnified Parties ”
        are
        defined in Section 10.3.
  13
  “ Seller’s
        Knowledge ”
        means
        the actual knowledge of any of the following natural persons after a
        commercially reasonable inquiry; provided , however ,
        that
        for purposes of this definition, the knowledge of such natural persons shall
        be
        limited to the subject matter and jurisdiction shown beside their names:
        Ramon
        Leal (Finance and Accounting), Claudio Del Valle (All Subject Matters), Javier
        Archavaleta Santos (Legal), Alfonso Gomez Palacio (All Subject Matters),
        Jose
        Ricardo Mena (Finance and Accounting; Taxes), Jose Domene (All Subject Matters),
        Jose Salame Daniel (All Subject Matters), Raul Paras (Insurance), Adrian
        Meouchi
        (Operations), Hector Pulido (Environmental), Mario Guzman (Finance and
        Accounting; Commercial), Javier Uriegas (Human Resources/Employee Benefits),
        Luis Montemayer (All Subject Matters), Edilberto Gonzalez (Information
        Technology), Roberto Rubio Barnes (All Subject Matters), Patricia Rodriguez
        Guzman (Tax), David Gonzalez Gil (Tax), Fernando Del Cueto (All Subject
        Matters), and Raul Gonzalez (Human Resources/Employee Benefits).
 
 “ Seller’s
        Marks ”
        is
        defined in Section 6.17(b).
 
 “ Shares ”
        is
        defined in the Recitals.
 
 “ Specified
        Rate ”
        means
        6.97% per annum.
 
 “ Straddle
        Period ”
        is
        defined in Section 9.4(c).
 
 “ Subsidiary ”
        means,
        with respect to any Person, any corporation or other entity, whether
        incorporated or unincorporated, of which (a) at least a majority of the
        securities or other interests having by their terms ordinary voting power
        to
        elect a majority of the Board of Directors is directly or indirectly owned
        or
        controlled by such Person or by any one or more of its Subsidiaries, or by
        such
        Person and one or more of its Subsidiaries or (b) such Person or any other
        Subsidiary of such Person is a general partner (including any such partnership
        where such Person or any Subsidiary of such Person does not have a majority
        of
        the voting interest in such partnership).
 
 “ Tangible
        Personal Property ”
        includes all tangible Property other than Real Property and Intellectual
        Property.
 
 “ Taxes ”
        means
        any federal, state, local and foreign income or gross receipts tax, alternative
        or add-on minimum tax, sales and use tax, customs duty and any other tax,
        charge, fee, levy, duty or other assessment including property, transfer,
        occupation, service, license, payroll, franchise, excise, withholding, ad
        valorem, IVA, severance, stamp, turnover (including import or export levies
        or
        fees), premium, windfall profit, employment, housing fund (INFONAVIT), social
        security (IMSS), retirement savings fund (SAR), rent, asset, wage credit
        substitute tax (ISCAS) or other tax, together with any interest, fine or
        penalty
        thereon, addition to tax, additional amount, deficiency, assessment or
        governmental charge imposed by any Governmental Entity, and any Liability
        in
        respect of any of the foregoing as a result of being a member of any affiliated,
        consolidated, combined, unitary or similar group.
   14
  “ Tax
        Return ”
        means
        any return, declaration, report, claim for refund, or information return
        or
        statement relating to Taxes, including any such document prepared on a
        consolidated, combined or unitary basis and also including any schedule or
        attachment thereto, and including any amendment thereof or supplements
        thereto.
  “ Technical
        Assistance Agreement ”
        is
        defined in Section 6.11(a).
 
 “ Termination
        Agreement ”
        is
        defined in Section 3.2(o).
 
 “ Territory ”
        means
        the following countries: (i) Mexico, (ii) Guatemala and (iii)
        Honduras.
 
 “ Third
        Party Claim ”
        is
        defined in Section 10.4(a).
 
 “ Third
        Party Claim Notice ”
        is
        defined in Section 10.4(a).
 
 “ Third
        Party Claim Notice Period ”
        is
        defined in Section 10.4(a).
 
 “ Threshold
        Amount ”
        is
        defined in Section 10.5(a).
 
 “ Total
        Purchase Price ”
        is
        defined in Section 2.2(a).
 
 “ Trademarks ”
        means
        Mexican and foreign registered and unregistered trademarks, trade dress,
        service
        marks, logos, trade names, corporate names, assumed names and all registrations
        and applications to register the same and renewals thereof in each case,
        used in
        the conduct of the Business as presently conducted other than those owned
        by the
        Buyer Parties or their respective Affiliates.
 
 “ Trade
        Secrets ”
        means
        all categories of trade secrets and business or technical information, including
        formulae, patterns, programs, devices, compilations of information, methods,
        techniques, or processes that (i) derive independent actual or potential
        commercial value from not being generally known or readily ascertainable
        through
        independent development or reverse engineering by persons who can obtain
        economic value from their disclosure or use, and (ii) are the subject of
        efforts
        that are reasonable under the circumstances to maintain their secrecy in
        each
        case, used in the conduct of the Business as presently conducted other than
        those owned by the Buyer Parties or their respective Affiliates.
  “ Transactions ”
        means
        the sale of the Shares to Buyer and all the transactions provided for or
        contemplated by this Agreement and in any Ancillary Agreement.
 
 “ Transitional
        Services Agreement ”
        is
        defined in Section 3.2(d).
 
 “ Unfunded
        Liabilities ”
        means
        those Liabilities listed as “Unfunded Liabilities” on Schedule 1.1(u) .
 
 “ Update
        Period ”
        is
        defined in Section 6.18.
  15
  “ U.S.
        Dollars ”
        means
        the lawful currency of the United States of America.
 
 “ Vancan ”
        is
        defined in the Recitals.
 
 “ Vancan
        Shares ”
        is
        defined in the Recitals.
 
 “ Vitro-American ”
        is
        defined in the Recitals.
 
 “ Vitro-American
        Shares ”
        is
        defined in the Recitals.
 
 “ Vitro
        Corporativo ”
        means
        Vitro Corporativo, S.A. de C.V. (an Affiliate of Seller).
 
 **Section** **1****.****2****Interpretation****.**
 
 (a)The
        headings contained in this Agreement are for reference purposes only and
        shall
        not affect in any way the meaning or interpretation of this
        Agreement.
 
 (b)Whenever
        the words “include,”“includes” or “including” are used in this Agreement, they
        shall be deemed to be followed by the words “without
        limitation.”
 
 (c)The
        words
“hereof,”“herein” and “herewith” and words of similar import shall, unless
        otherwise stated, be construed to refer to this Agreement as a whole and
        not to
        any particular provision of this Agreement, and article, section, recitals,
        paragraph, exhibit and schedule references are to the articles, sections,
        recitals, paragraphs, exhibits and schedules of this Agreement unless otherwise
        specified.
 
 (d)The
        meaning assigned to each term defined herein shall be equally applicable
        to both
        the singular and the plural forms of such term, and words denoting any gender
        shall include all genders. Where a word or phrase is defined herein, each
        of its
        other grammatical forms shall have a corresponding meaning.
 
 (e)A
        reference to any Party or to any party to any other Contract or document
        shall
        include such party’s successors and permitted assigns. A reference to a Contract
        shall include all amendments and modifications thereto.
 
 (f)A
        reference to any legislation or to any provision of any legislation shall
        include any amendment to, and any modification or re-enactment thereof, any
        legislative provision substituted therefor and all rules, regulations and
        statutory instruments issued thereunder or pursuant thereto.
 
 (g)The
        Parties have participated jointly in the negotiation and drafting of this
        Agreement. In the event an ambiguity or question of intent or interpretation
        arises, this Agreement shall be construed as if drafted jointly by the Parties,
        and no presumption or burden of proof shall arise favoring or disfavoring
        any
        Party by virtue of the authorship of any provisions of this
        Agreement.
  16
  (h)The
        words
“ordinary course of business” shall be construed to mean consistent in nature,
        scope and magnitude with past practices.
 
 (i)Except
        as
        otherwise provided herein, where amounts herein which are to be expressed
        in
        U.S. Dollars are required to be converted from Mexican Pesos, such amounts
        shall
        be converted using the Exchange Rate.
 
 
 **ARTICLE**  **II**
 **PURCHASE
        AND SALE OF** **THE
        SHARES**
 **Section** **2****.****1****Share
        Purchase****.**
 
 Subject
        to the terms and conditions of this Agreement and in reliance in part on
        the
        representations, warranties and covenants contained herein, at the Closing,
        Seller shall sell, convey, assign, transfer and deliver to Buyer all of the
        Shares free and clear of all Encumbrances, and Buyer shall purchase, acquire
        and
        accept the Shares from Seller.
 **Section** **2****.****2****Purchase
        Price****.**
 
 (a)The
        aggregate purchase price to be paid to Seller for the Shares (the “Total
        Purchase Price”)
        shall
        equal:
 
 (i)Twenty
        Six Million Five Hundred Thousand U.S. Dollars ($26,500,000.00);
        minus
 
 (ii)Fifty
        percent (50%) of the Measurement Date Indebtedness as set forth onSchedule
        2.2(a)hereto;minus
 
 (iii)Fifty
        Percent (50%) of the Measurement Date Unfunded Liabilities as set forth onSchedule
        2.2(a);minus
 
 (iv)Fifty
        Percent (50%) of the Measurement Date Extraordinary Liabilities as set forth
        onSchedule
        2.2(a);minus
 
 (v)Fifty
        Percent (50%) of the Measurement Date Tax Liabilities as set forth onSchedule
        2.2(a);minus
 
 ( vi )  Fifty
        Percent (50%) of the Measurement Date Mexican GAAP Adjustments as set forth
        on Schedule
        2.2(a) .
 
 (b)At
        Closing, Buyer shall pay the Total Purchase Price in U.S. Dollars as provided
        in
        Section 3.3(a) together with interest thereon from July 31, 2004 to
        the
        Closing Date at the Specified Rate.
  17
  ( c )  Allocation
        of Purchase Price . Schedule
        2.2(c) sets
        forth the allocation of the Total Purchase Price between the Vitro-American
        Shares and the Vancan Shares (which includes an allocation of each of the
        Measurement Date Indebtedness, the Measurement Date Unfunded Liabilities,
        the
        Measurement Date Extraordinary Liabilities and the Measurement Date Tax
        Liabilities for each Acquired Company).
 
 
 **ARTICLE** **III**
 **THE
        CLOSING**
 
 **Section** **3****.****1****Time
        and Place of Closing****.**
 
 The
        closing of this Agreement (the “ Closing ”)
        shall
        be held at the offices of Cravath, Swaine and Moore LLP in New York, New
        York or
        at such other location as reasonably agreed to by Seller and Buyer. The Closing
        shall occur at 10:00 a.m. New York, New York Time, and shall occur
        on such
        date following the satisfaction and/or waiver of all conditions to Closing
        set
        forth in Article VII (other than conditions to be satisfied on the
        Closing
        Date) as reasonably agreed to by Seller and Buyer but in no event later than
        five (5) Business Days following the date when such conditions are satisfied
        and/or waived (the “ Closing
        Date ”).
        The
        Closing as it relates to each of the Acquired Companies shall be effective
        as of
        12:01 a.m., local time for such Acquired Company, on the Closing Date (the
        “ Closing
        Time ”).
        At
        the Closing, Seller shall cause the sale and conveyance of the Shares by
        appropriate instruments of transfer, and Buyer shall pay the Total Purchase
        Price, as directed by Seller.
 
 **Section** **3****.****2****Seller’s
        Deliveries****.**
 
 On
        or
        before Closing, Seller shall deliver to Buyer (or to Buyer’s representative in
        Mexico) the following:
 
 (a)Share
        Certificates.
        Certificate(s) representing the Shares, such certificate(s) to be duly and
        validly endorsed “in property” in favor of Buyer or accompanied by a separate
        stock power or transfer or assignment (or comparable document) duly and validly
        executed by the registered holder of such Shares, sufficient to vest in Buyer
        good and valid legal and beneficial title to such Shares, with all necessary
        stock transfer tax stamps, if any, affixed thereon.
 
 (b)Consents.
        The
        Consents described inSchedule 4.4hereto
        in form and substance reasonably satisfactory to Buyer.
 
 (c)Corporate
        Approval.
        Copies,
        certified by the General Counsel of Seller, of the approval by the Board
        of
        Directors of Seller, authorizing the execution, delivery and performance
        of this
        Agreement, the Ancillary Agreements and all other agreements, documents and
        instruments relating hereto and the consummation of the
        Transactions.
  18
  (d)Transitional
        Services Agreement.
        A copy
        of the Transitional Services Agreement in the form attached hereto as Exhibit
        3.2(d) (the “Transitional
        Services Agreement”)
        duly
        executed by Vitro Corporativo and the Acquired Companies.
 
 ( e )  Acquired
        Companies Documentation .
        Written
        confirmation that the Acquired Companies are in possession of copies of all
        official public instruments and documents (other than those specified in
        Section
        3.2(j) as made available to Buyer prior to the execution of this Agreement).
 
 ( f )  Company
        Certificates .
        Company
        certificates of each Acquired Company, issued by the Public Registry of Commerce
        of Monterrey, N.L., within thirty days prior to Closing as to the absence
        of
        Encumbrances on the Shares and the personal property of the Acquired Companies.
 
 ( g )  Certificates
        of Non-Encumbrances .
        Certificates of non-Encumbrances of Owned Real Property pertaining to the
        Acquired Companies issued by the Public Registry of Commerce of Querétaro within
        thirty days prior to Closing.
 
 ( h )  [Intentionally
        omitted.]
 
 (i)Books
        and Records.
        The
        stock record book, the minute book and the Libro de Variaciones de Capital
        of
        the Acquired Companies.
 
 (j)Acquired
        Company Director and Officer Resignations.
        Resignations of all Seller appointed Directors including alternate Directors
        from the Board of Directors and of the officers of the Acquired Companies
        specified onSchedule
        3.2(j),
        all in
        form and substance reasonably mutually agreed upon by Buyer and
        Seller.
 
 (k)Non-Competition
        Agreement.
        The
        Non-Competition Agreement duly executed by Seller.
 
 (l)Receipts,
        Releases and Consents.
        Receipt
        for the Total Purchase Price and for the Measurement Date Indebtedness to
        be
        repaid and pay off instruments or releases with respect to such Measurement
        Date
        Indebtedness, or in the case of Measurement Date Indebtedness that is not
        being
        repaid (including Comerica Bank), any necessary Consents from the holders
        thereof, in each case in form and substance reasonably satisfactory to Buyer,
        Seller and the holders of such Measurement Date Indebtedness.
 
 (m)Closing
        Certificate.
        A
        certificate of a senior officer of Seller to the effect that the conditions
        to
        Closing set forth in Section 7.2(a) and in Section 7.2(b) have
        been
        satisfied, in form and substance reasonably satisfactory to
        Buyer.
 
 (n)Intercompany
        Indebtedness.
        In
        accordance with Section 6.11(b), the amount, if any, of any Indebtedness
        owed to an Acquired Company by Seller or its Affiliates (other than an Acquired
        Company) shall be paid to the creditor thereof.
  19
  ( o )  Termination
        of Certain Agreements and Mutual Release .
        A
        termination and release agreement in the form attached hereto as Exhibit
        3.2(o) (the
“ Termination
        Agreement ”)
        duly
        executed by Seller which agreement shall include a termination of the JV
        Agreement and the Administrative Services Agreement and a release pursuant
        to
        which Seller (on behalf of itself and its Affiliates), the Acquired Companies
        and RBCA (and their Affiliates) release each other from any claim or Liability
        under such agreements and with respect to Seller’s ownership of the Shares
        (except with respect to any claims or Liability that may be made in accordance
        with the terms of this Agreement or the Ancillary Agreements), in form and
        substance reasonably satisfactory to Buyer.
 ( p )  Certified
        Shareholders Resolutions. Copies,
        certified by the respective Secretary or Assistant Secretary of each Acquired
        Company, of the resolutions of the shareholders of such Acquired Company
        from an
        Extraordinary Shareholders Meeting approving and authorizing: ( i )
        the
        execution, delivery and performance of this Agreement, the Ancillary Agreements
        to which such Acquired Company is a party and all other agreements, documents
        and instruments relating hereto and thereto and the consummation of the
        Transactions, ( ii )
        the
        non-application of the transfer of shares provisions of the By-Laws of the
        Acquired Companies, ( iii )
        the
        termination of the JV Agreement and all ancillary agreements thereto other
        than
        those ancillary agreements between an Acquired Company and Buyer (or any
        of its
        Affiliates), ( iv )
        the
        conversion of Vitro-American’s Class A shares of the fixed and variable capital
        to Class B shares in order to comply with Mexican Foreign Investment Law
        and
        Regulations, ( v )
        the
        dismissal and approval of a Board of Directors and Examiners effective as
        of the
        Closing, and ( vi )
        the
        revocation of all powers of attorney issued by such Acquired
        Company.
 
 ( q )  Other
        Assurances .
        Such
        certificates, assurances and documents as Buyer may reasonably request on
        or
        prior to the Closing Date in order to effectuate the Closing.
 
 **Section** **3****.****3****Buyer’s
        Deliveries****.**
 
 At
        Closing, Buyer shall deliver to Seller the following:
 
 (a)Payment
        of Total Purchase Price.
        The
        Total Purchase Price shall be paid to Sellerby wire
        transfer of immediately available funds to an account or accounts designated
        by
        Seller no less than three Business Days prior to the Closing Date.
 
 (b)Intercompany
        Indebtedness.
        In
        accordance with Section 6.11(b), the amount, if any, of the Measurement
        Date Indebtedness owed to Seller and its Affiliates (other than an Acquired
        Company) by an Acquired Company shall be paid as directed by the creditor
        with
        respect thereto.
 
 (c)Consents.
        The
        Consents, if any, described inSchedule 5.3hereto
        in form reasonably satisfactory to Seller.
  20
  (d)Corporate
        Approval.
        Copies,
        certified by the respective Secretary or an Assistant Secretary of each Buyer
        Party, of the approval by the Board of Directors of such Buyer Party authorizing
        the execution, delivery and performance of this Agreement and all other
        agreements, documents or instruments relating hereto and the consummation
        of the
        Transactions.
 
 (e)Transitional
        Services Agreement.
        A copy
        of the Transitional Services Agreement duly executed by Buyer.
 
 (f)Closing
        Certificate.
        A
        certificate of a senior officer of Buyer to the effect that the conditions
        to
        Closing set forth in Section 7.3(a) and in Section 7.3(b) have
        been
        satisfied, in form and substance reasonably satisfactory to
        Seller.
 
 ( g )  Termination
        and Mutual Release of Certain Agreements .
        The
        Termination Agreement duly executed by RBCA and the Acquired
        Companies.
 
 (h)Other
        Assurances.
        Such
        certificates, assurances and documents as Seller may reasonably request prior
        to
        the Closing Date in order to effectuate the Closing.
 
 
 **ARTICLE** **IV**
 **REPRESENTATIONS
        AND WARRANTIES OF** **SELLER**
 
 Except
        as
        set forth in the attached Schedules prepared by Seller and delivered to Buyer
        simultaneously with the execution hereof, Seller represents and warrants,
        to the
        Buyer Parties that all of the statements contained in this Article IV
        are
        true, complete and correct as of the date of this Agreement and will be true,
        complete and correct as of the Closing Date (or, if made as of a specified
        date,
        as of such date).
 
 **Section** **4****.****1****Organization
        and Qualification of Seller and the Acquired Companies****.**
 
 Schedule 4.1(a) sets
        forth the name and jurisdiction of formation for each Acquired Company and
        Seller together with each jurisdiction in which an Acquired Company is qualified
        to do business as a foreign entity. Seller and each Acquired Company
        (a) are validly existing under the laws of its jurisdiction of formation,
        (b) have all requisite corporate power, authority, legal capacity
        and all
        necessary Governmental Permits to own or lease (as the case may be) and operate
        its Properties and to carry on the Business as now being conducted and
        (c) are duly qualified or licensed to do business in each jurisdiction
        in
        which the character of its Properties owned, leased or operated by it or
        the
        nature of its activities makes such qualification or licensing necessary,
        except
        where the failure to be so qualified or licensed is not reasonably likely
        to
        have a material adverse effect on the condition of the Acquired Companies.
        The
        Organizational Document and Operating Document for each Acquired Company
        have
        been provided to Buyer and reflect all amendments made thereto and are true,
        correct and complete. Schedule
        4.1(b) sets
        forth a list of the minute books (containing the records of meetings of the
        equity holders and the Board of Directors) and the shareholders register
        book
        (or other registry of equity interests) of each Acquired Company. None of
        the
        Acquired Companies are in material
  21
  default
        under or in material violation of any provision of its Organizational Document
        or its Operating Document. Schedule 4.1(c) sets
        forth a list all of the directores y gerentes (officers) and consejeros
        (directors) of each Acquired Company.
 
 **Section** **4****.****2****Authorization****.**
 
 Seller
        has the requisite power, authority and legal capacity to execute and deliver
        this Agreement and the Ancillary Agreements, to consummate the Transactions,
        and
        to perform its obligations under this Agreement and the Ancillary Agreements.
        The execution, delivery and performance by Seller of this Agreement and the
        Ancillary Agreements and the consummation of the Transactions have been duly
        authorized by the Board of Directors of Seller and is not required to be
        authorized by the registered holders of the Capital Stock of Seller, and
        except
        as provided in Section 3.2(p) no other corporate action on the part of Seller
        or
        any Affiliate of Seller (including the Acquired Companies) is necessary to
        authorize the execution, delivery or performance by Seller of this Agreement
        or
        the Ancillary Agreements or the consummation of the Transactions.
 
 **Section** **4****.****3****Execution;
        Validity of Agreement****.**
 
 This
        Agreement has been, and each of the Ancillary Agreements when executed and
        delivered by Seller will be, duly executed and delivered by Seller, and,
        assuming that this Agreement and each of the Ancillary Agreements are the
        legal,
        valid and binding obligation of each other party thereto (other than Affiliates
        of Seller), enforceable against each in accordance with its terms, is (or
        will
        be in the case of the Ancillary Agreements) a legal, valid and binding
        obligation of Seller, enforceable against Seller in accordance with its terms
        except (a) as limited by applicable bankruptcy, insolvency, reorganization,
        moratorium, fraudulent conveyance and other similar Laws of general application
        affecting enforcement of creditors’ rights generally and (b) the availability of
        the remedy of specific performance or injunctive or other forms of equitable
        relief may be subject to equitable defenses and would be subject to the
        discretion of the court before which any proceeding therefore may be
        brought.
 
 **Section** **4****.****4****Consents
        and Approvals; No Violations****.**
 
 Except
        as
        set forth in Schedule 4.4 hereto
        and for such filings, permits, and Consents as may be required hereunder,
        and
        other applicable requirements of, the Antitrust Laws, none of the execution,
        delivery or performance of this Agreement and the Ancillary Agreements by
        Seller, the consummation by Seller of the Transactions or the performance
        by
        Seller of any of the provisions hereof or of the Ancillary Agreements will
        (a)
        conflict with or result in any Breach of any provision of the Operating
        Documents or Organizational Documents of Seller or either Acquired Company,
        (b)
        require an Acquired Company or Seller to file with, give notice to, or obtain
        any material permit or Consent of, any Governmental Entity, including pursuant
        to any Acquired Company Governmental Permit, any Antitrust Laws or otherwise,
        (c) result in a material Breach of, or constitute (with or without due notice
        or
        lapse of time or both) a material default (or give rise to any right of
        termination, cancellation, acceleration or material modification) under,
        any of
        the terms, conditions or provisions of any material Contract to which
  22
  Seller
        or
        an Acquired Company is a party or by which Seller or an Acquired Company
        or any
        of its respective Properties may be bound, other than in the case of the
        Acquired Companies, as a result of their affiliation with Buyer, or affected,
        (d) violate any material Law or Order, applicable to Seller, to an Acquired
        Company or to any of their respective Properties or give any Governmental
        Entity
        the right to exercise any remedy or obtain any relief under any material
        Law or
        Order (including the right to revoke, withdraw, suspend, cancel, terminate
        or
        modify any material Governmental Permit), other than in the case of the Acquired
        Companies, as a result of their affiliation with Buyer (e) result
        in the
        imposition or creation of any Encumbrance on any of the Shares or any material
        Properties of the Acquired Companies, or (f) result in any material Tax or
        material fine to Buyer with respect to the Shares or to any of the Acquired
        Companies.
 
 **Section** **4****.****5****Capitalization
        and Title to the Shares****.**
 
 Schedule 4.5 sets
        forth the amount of Capital Stock authorized and the amount of Capital Stock
        issued and outstanding for each Acquired Company together with the record
        owner
        of each such issued and outstanding share of Capital Stock. Seller is the
        record
        and beneficial owner of all the Shares. The Shares and any certificates
        representing the Shares are free and clear of all Encumbrances, except
        restrictions on transfer imposed by any applicable securities Laws and any
        restrictions imposed by the Organizational Documents of the Acquired Companies
        or the JV Agreement (which have been waived or terminated). All of the Shares
        have been duly authorized and validly issued, and the issuance of all of
        the
        Shares did not violate any Law or Order or Breach any pre-emptive rights,
        drag-along rights, tag-along rights, rights of first refusal or negotiation,
        or
        similar rights of any Person. Except as set forth on Schedule 4.5 ,
        there
        is no Capital Stock of an Acquired Company authorized, issued or outstanding.
        Except as set forth on Schedule
        4.5 or as
        set forth in the Organizational Documents of the Acquired Companies, the
        JV
        Agreement or the Administrative Services Agreement, or as contemplated by
        this
        Agreement, there are no existing Contracts, Options, subscriptions, pre-emptive
        rights, drag-along rights, tag-along rights, rights of first refusal or
        negotiation, or similar rights of any Person of any character, relating to
        the
        issued or unissued Capital Stock of an Acquired Company obligating an Acquired
        Company or any other Person to issue, transfer or sell or cause to be issued,
        transferred or sold any Capital Stock of any Acquired Company.
 
 **Section** **4****.****6****Good
        Title Conveyed in the Shares****.**
 
 Assuming
        Buyer has the requisite power and authority to be the lawful owner of the
        Shares, upon (i) delivery to Buyer, or its assignee, at the Closing of
        certificates representing the Shares, duly endorsed “in property” (endoso en
        propiedad) by Seller for transfer to Buyer, or its assignee, (ii) Seller’s
        receipt of the Total Purchase Price and (iii) the recordation by the Secretary
        of each of the Acquired Companies of the transfer of the Vitro-American Shares
        and Vancan Shares to Buyer, or its assignee, by Seller in the share registry
        book of the applicable Acquired Company, the stock certificates, stock powers,
        endorsements, assignments or such other instruments to be executed and/or
        delivered by Seller to Buyer at the Closing will be legal, valid and binding
        obligations of Seller, enforceable in accordance with their respective terms,
        and will effectively vest in Buyer good, legal and beneficial title to all
        the
        Shares, free and clear of all Encumbrances, except restrictions on transfer
        imposed by any applicable securities laws and any
  23
  attributable
        to Buyer (other than the Acquired Companies), its Affiliates or the creditors
        of
        any thereof.
 
 **Section** **4****.****7****Subsidiaries****.**
 
 The
        Acquired Companies do not own, directly or indirectly, any Capital Stock
        in any
        Person, or any Option with respect to any Capital Stock in any Person, and
        except as set forth in Schedule
        4.7 ,
        have no
        commitment to contribute to the capital of, make loans to, or share in the
        losses of, any Person or enterprise.
 
 **Section** **4****.****8****Financial
        Statements****.******
 
 ( a )  True
        and
        complete copies of the Financial Statements are set forth in Schedule 4.8(a) hereto.
        Except as set forth below in Schedule
        4.8(c)(v) hereto,
        the Financial Statements have been prepared from, are in accordance with
        and
        accurately reflect, the Books and Records of the Acquired Companies, have
        been
        prepared in accordance with applicable law and GAAP applied on a consistent
        basis during the periods involved (except as may be stated in the notes thereto
        and except for adjustments of the type included in the Measurement Date Mexican
        GAAP Adjustments) and fairly present the changes in income, stockholders’ equity
        and financial position of the Acquired Companies, as of the times and for
        the
        periods referred to therein and properly reflect the financial position and
        results of operation of the Acquired Companies except as specified therein.
        Buyer further acknowledges that the Interim Financial Statements are unaudited
        statements subject to normal recurring year-end audit adjustments and do
        not
        have all of the applicable year-end footnotes thereto. The Financial Statements
        do not contain any extraordinary items or items of special or nonrecurring
        income or any other income not earned in the ordinary course of business,
        except
        as expressly specified therein.
 
 ( b )  Schedule 4.8(b) sets
        forth for each Acquired Company, all of its Measurement Date Indebtedness,
        including for each such item of financial Measurement Date Indebtedness,
        the
        payor, the payee, the principal amount, the term, the interest rate, the
        currency and any guarantors.
 
 ( c )  ( i )  The
        amount of Indebtedness included in the Measurement Date Indebtedness represents
        all Indebtedness of the Acquired Companies as of the Measurement Date.
 
 ( ii )  The
        amount of accruals for litigation, environmental liabilities and other
        extraordinary items included in the Measurement Date Extraordinary Liabilities
        represents the amount required under GAAP **** to
        be
        accrued for such Liabilities as of the Measurement Date.
 
 ( iii )  The
        amount of the net Tax balances for Tax Liabilities of the Acquired Companies
        included in the Measurement Date Tax Liabilities represents the amount required
        under GAAP to be accrued for such Liabilities as of the Measurement Date.
        The
  24
  amount
        of
        such net Tax balances for Tax Liabilities was determined in accordance with
        GAAP.
 
 ( iv )  The
        amount of accruals for Unfunded Liabilities of the Acquired Companies included
        in the Measurement Date Unfunded Liabilities represents the amount required
        under GAAP to be accrued for such Liabilities as of the Measurement
        Date.
 
 ( v )  Except
        as
        set forth in Schedule
        4.8(c)(v) hereto,
        the adjustments included in the Measurement Date Mexican GAAP Adjustments
        of the
        Acquired Companies represent all of the adjustments necessary to cause the
        Measurement Date Financial Statements to have been prepared in accordance
        with
        applicable law and GAAP (other than normal recurring year-end audit adjustments
        not reflected therein and other than any year-end footnotes not included
        therein).
 
 ( d )  The
        Measurement Date Financial Statements were prepared using the Measurement
        Date
        Exchange Rate.
 
 ( e )  Set
        forth
        on Schedule 4.8(e) are
        copies of all letters since January 1, 2000 from the auditors of the
        Acquired Companies addressed to the Board of Directors (or audit committee)
        of
        the Acquired Companies or of Seller that relate to the Acquired
        Companies.
 
 **Section** **4****.****9****No
        Undisclosed Liabilities****.**
 
 Except
        as
        set forth on Schedule
        4. 9
        and for
        Liabilities reflected or reserved against in the most recent Interim Financial
        Statement or incurred in the ordinary course of business since the date of
        the
        most recent Interim Financial Statements, neither Acquired Company has any
        material Liabilities that would be required to be disclosed, reflected or
        reserved against in a balance sheet (including the related notes thereto,
        if
        applicable) prepared in accordance with GAAP. Notwithstanding any provisions
        herein to the contrary, nothing in this Section 4.9 shall be deemed to apply
        to,
        or expand the scope of the representations and warranties made in Section
        4.14
        or Section 4.15.
 
 **Section** **4****.****10****Absence
        of Certain Changes****.**
 
 (a)Except
        for the execution and delivery of this Agreement and the Transactions
        contemplated hereby or as set forth in Schedule 4.10, from January 1, 2004
        through and including the date of this Agreement, the Acquired Companies
        have
        conducted the Business only in the ordinary course, and there has not been
        a
        Company Material Adverse Effect.
 
 (b)In
        addition, without limiting the foregoing, except as set forth in this Agreement
        or onSchedule
        4.10,
        there
        has not occurred since January 1, 2004 through and including the date of
        this
        Agreement with respect to any Acquired Company:
  25
  (i)(A)
        any
        change in its authorized or issued Capital Stock or any issuance of an Option
        with respect to its Capital Stock, (B)
        any
        transfer of its Capital Stock or any Option with respect to its Capital Stock,
        (C)
        any
        declaration, setting aside or payment of any dividend or other distribution
        payable in cash, stock or other Property with respect to its Capital Stock,
        (D)
        any
        split, combination or reclassification of its Capital Stock, (E)
        any
        redemption, repurchase or other acquisition, directly or indirectly, of its
        Capital Stock or of an Option with respect to its Capital
        Stock;
 
 (ii)any
        amendment to its Operating Documents or Organizational
        Documents;
 
 (iii)any
        corporate or legal restructuring or reorganization including any plan of
        complete or partial liquidation, dissolution, merger, consolidation, or
        recapitalization; or
 
 (iv)any
        entering into of a Contract to do or engage in any of the
        foregoing.
 
 (c)In
        addition, without limiting the foregoing, except as set forth in this Agreement,
        there has not occurred from January 1, 2004 through and including the date
        of
        this Agreement with respect to the Acquired Companies:
 
 (i)except
        as
        set forth onSchedule
        4.10,
        (A)
        any
        increase in the salary, wages, bonus or other compensation of any director,
        officer, or employee, other than in the ordinary course of business or pursuant
        to an existing Benefit Plan, or (B)
        the
        entry into of any Contract with any director, officer or employee (other
        than
        employment Contracts arising as a matter of Law or employment Contracts entered
        into in the ordinary course of business, in either case providing for annual
        payments of $50,000 or less);
 
 (ii)any
        work
        stoppage, labor strike or other material labor problems;
 
 (iii)any
        casualty loss in excess of $100,000 affecting any of its Properties whether
        or
        not covered by insurance;
 
 (iv)any
        change in any accounting or financial reporting practices or policies, including
        any practice or policy with respect to the payment of accounts payable and
        the
        collection of accounts receivable, unless required by GAAP;
 
 (v)any
        incurrence of Liabilities in excess of $100,000, other than Liabilities incurred
        in the ordinary course of business;
 
 (vi)any
        subjecting of any of its Properties to any Encumbrance;
 
 (vii)any
        cancellation or termination of any insurance policy naming an Acquired Company
        as a beneficiary or a loss payable payee, except policies providing coverage
        for
        Losses not in excess of $100,000 that are replaced without diminution of
        or gaps
        in coverage;
  26
  (viii)to
        Seller’s Knowledge any threat by any of its material customers or suppliers of
        an intention to discontinue its relationship with such Acquired
        Company;
 
 (ix)any
        material transaction outside of the ordinary course of
        business;
 
 (x)any
        institution, settlement or agreement to settle any Action of the type required
        to be set forth onSchedule 4.14;
 
 (xi)any
        acquisition or disposition of any Properties other than Properties acquired
        or
        disposed of in the ordinary course of business;
 
 (xii)any
        adoption of, amendment to or increase in the payments to or the benefits
        under,
        any Benefit Plan maintained or contributed to by it or by any of its Affiliates
        on its behalf or that provides benefits or describes policies and procedures
        applicable to any of its current or former directors, officers, employees
        or
        service providers, or the dependents of any thereof;
 
 ( xiii )  any
        incurrence of a Liability, other than as may be shown on Schedule
        2.2(a) ,
        that
        would be included in
        the
        Measurement Date Extraordinary Liabilities, Measurement Date Indebtedness,
        Measurement Date Tax Liabilities, Measurement Date Unfunded Liabilities or
        Measurement Date Mexican GAAP Adjustments, as the case may be, assuming solely
        for purposes of this Section 4.10(c)(xiii) that such items were measured
        as of
        the Closing Date and not as of the Measurement Date; or
 
 ( xiv )  any
        entering into of a Contract to do or engage in any of the
        foregoing.
 
 **Section** **4****.****11****Ownership
        of Assets and Condition of Certain Assets****.**
 
 (a)Real
        Property.
        Set
        forth onSchedule 4.11(a)is a
        true, correct and complete list and the location of all Real Property and
        all
        leases relating to the Real Property. True and complete copies of (a) all
        deeds,
        title insurance policies and surveys in possession of the Acquired Companies
        or
        Seller relating to the Real Property and a copy of all leases relating to
        the
        Real Property and (b) all documents in possession of the Acquired Companies
        or
        Seller evidencing any Encumbrances upon the Real Property have heretofore
        been
        delivered to Seller. To Seller’s Knowledge, there are no deeds, titles,
        insurance policies or Encumbrances relating to the Real Property. Each Acquired
        Company has good and marketable title to its respective estate in the Owned
        Real
        Property, which title, on the Closing Date, shall be free and clear of any
        and
        all Encumbrances and leases. Each Real Property Lease is a legal, valid and
        binding Contract of the Acquired Company that is a party thereto and, to
        Seller’s Knowledge, of the other parties thereto, enforceable in accordance with
        its terms. Except as set forth onSchedule
        4.11(a),
        each
        Real Property Lease is in full force and effect. With respect to each Real
        Property Lease, the applicable Acquired Company is not, and to Seller’s
        Knowledge the other parties thereto are not, currently in default thereunder.
        To
        Seller’s Knowledge, there is no actual or proposed condemnation, requisition or
        taking by any Governmental Entity of any portion of the Real Property or
        any
        existing or proposed plan to modify or realign any street or highway abutting
        the
  27
  Real
        Property. The Acquired Companies do not have any right, title or interest
        in any
        real property other than the Real Property.
 
 (b)Personal
        Property Leases.
        Set
        forth onSchedule 4.11(b)is a
        true, correct and complete list of all material Personal Property Leases.
        A
        true, correct and complete copy of each Personal Property Lease has heretofore
        been provided to Buyer. Each Personal Property Lease is a legal, valid, and
        binding Contract of the Acquired Company that is a party thereto and to Seller’s
        Knowledge of the other parties thereto, enforceable in accordance with its
        terms. To Seller’s Knowledge, each such Personal Property Lease is in full force
        and effect. With respect to each Personal Property Lease, the applicable
        Acquired Company is not, and to Seller’s Knowledge, the other party thereto is
        not in default thereunder.
 
 (c)Tangible
        Personal Property.
        Except
        for Tangible Personal Property sold since the date of the most recent Interim
        Financial Statements in the ordinary course of business, each Acquired Company
        has good title to all the Tangible Personal Properties reflected on the most
        recent Interim Financial Statements, in each case, free and clear of all
        Encumbrances. Each Acquired Company has good title to all of the Tangible
        Personal Property owned, leased or operated by such Acquired Company in the
        conduct of the Business, other than Tangible Personal Property that is subject
        to a Personal Property Lease to which such Acquired Company is a
        party.
 
 (d)Condition
        and Use of Real Property.
        Except
        as set forth onSchedule 4.11(d),
        the
        current use of the Real Property is a lawful use and, the relevant Acquired
        Company holds the necessary Consents governing that use.****Since
        January 1, 2001, neither Seller nor an Acquired Company has received any
        written
        notice or Order affecting any Real Property from any Governmental Entity
        or any
        third party stating that any Real Property is in violation of any applicable
        Laws or third party’s rights and to Seller’s Knowledge, such Real Property is
        not in violation of any applicable Laws or third party rights.
 
 **Section** **4****.****12****Contracts
        and Commitments****.**
 
 (a)Schedule 4.12(a)hereto
        sets forth a true, complete and correct list of every Contract (other than
        Contracts with, on behalf of or through a Buyer Party or any of their Affiliates
        other than the Acquired Companies) to which an Acquired Company is a party
        that:
 
 (i)provides
        for aggregate future payments by an Acquired Company, or to an Acquired Company,
        of more than $250,000;
 
 (ii)is
        a
        Contract not entered into in the ordinary course of business which provides
        for
        aggregate future payments during the 12 months following the Closing Date
        by an
        Acquired Company or to an Acquired Company in excess of
        $100,000;
 
 (iii)provides
        for aggregate future payments during the 12 months following the Closing
        Date by
        an Acquired Company, or to an Acquired Company, of more than $100,000 and
        has an
        unexpired term (including pursuant to an option to renew or extend)
  28
  exceeding
        one year and may not be canceled upon 90 days’ notice or less without any
        Liability, penalty or premium;
 
 (iv)was
        entered into by an Acquired Company with an Affiliate, equity holder, officer,
        director or employee of an Acquired Company or Seller other than Employment
        Agreements referred to inSection 4.12(a)(viii)below;
 
 (v)is
        a
        collective bargaining Contract or other Contract with a labor
        union;
 
 (vi)is
        a
        Contract with respect to any Indebtedness of an Acquired
        Company;
 
 (vii)after
        the
        Closing Date purports to restrict (whether or not legally binding) an Acquired
        Company from engaging in any business or activity anywhere in the world or
        purports to limit individuals who may be solicited for employment or employed
        by
        an Acquired Company (other than confidentiality or non-disclosure agreements
        entered into in the ordinary course of business);
 (viii)is
        an
        employment Contract, severance Contract, consulting Contract or similar
        arrangement to which an Acquired Company is a party which is in excess of
        $100,000;
 
 (ix)is
        an
        equity holders agreement, or is with respect to a partnership, joint venture
        or
        other sharing of profits or losses;
 
 (x)is
        a
        power of attorney that is in full force and effect (other than customs powers
        of
        attorney entered into in the ordinary course of business);
 
 (xi)is
        a
        guarantee or similar undertaking with respect to payment (involving future
        aggregate payments in excess of $100,000) or performance;
 
 (xii)is
        with
        respect to the acquisition or disposition of Property not in the ordinary
        course
        of business;
 
 (xiii)is
        in the
        nature of securitizations, synthetic leases, operating leases or similar
        structured financings providing off-balance sheet financing;
 
 (xiv)grants
        exclusive manufacturing rights to any Person;
 
 (xv)provides
        for exclusive marketing or distribution rights;
 
 (xvi)has
        a
“most favored nation” or similar pricing provision;
 
 (xvii)provides
        for the exclusive purchasing of goods or services;
 
 (xviii)is
        with a
        customer that is a buying group;
  29
  (xix)has
        a
“price down” provision; or
 
 (xx)is
        an
        amendment, supplement or modification in respect of the
        foregoing.
 
 (those
        Contracts agreements listed under subsection (viii) on Schedule 4.12(a) are
        collectively referred to as the “ Employment
        Agreements ”
        and
        those Contracts listed anywhere on Schedule 4.12(a) are
        collectively referred to as the “ Acquired
        Company Contracts ”).
 
 (b)Except
        as
        set forth inSchedule 4.12(b),
        (i)
        there is not and, to Seller’s Knowledge, there has not been claimed or alleged
        by any Person with respect to any Acquired Company Contract any existing
        or
        uncured material Breach or event that, with notice or lapse of time or both,
        would constitute a material Breach on the part of an Acquired Company, or,
        to
        Seller’s Knowledge, on the part of any other party thereto, and to Seller’s
        Knowledge none of the foregoing has been threatened in writing, (ii) no
        Consent from, or notice to, any Governmental Entity or other Person is required
        in order to maintain in full force and effect any of the Acquired Company
        Contracts following theconsummationof the
        Transactions (other than such Consents that have been obtained and such notices
        that have been duly given) and (iii) each of the Acquired Company
        Contracts
        is in full force and effect and is valid and enforceable in accordance with
        its
        terms against the applicable Acquired Company and to Seller’s Knowledge to other
        parties thereto.
 
 (c)Schedule 4.12(c)sets
        forth a list of all Contracts pursuant to which any Acquired Company receives
        any rights or benefits but to which it is not a party, including supply
        Contracts (collectively, the “Non-Party
        Contracts”).
 
 **Section** **4****.****13****Insurance****.**
 
 Schedule
        4.13 includes
        a list of all policies of fire and casualty, liability and other forms of
        insurance maintained by or on behalf of an Acquired Company, along with the
        name
        of the holder of each such policy, and the amount of coverage and of any
        deductible under each such policy. Subject to Section 6.13, each policy listed
        on Schedule
        4.13 is in
        full force and effect. **** Since
        January 1, 2001, no notice of cancellation or nonrenewal with respect to,
        or
        disallowance of any claim under, or increase of the premium for any such
        insurance policy listed on Schedule 4.13 has been
        received by Seller or by either Acquired Company. There is no material default
        with respect to any provision contained in any such insurance policy and
        there
        has not been any failure to give any material notice or present any material
        claim under any such insurance policy in a timely fashion or in the manner
        or
        detail required by any such insurance policy that would materially adversely
        affect the ability of the Acquired Companies to enjoy the benefits of any
        such
        insurance policy.
 
 **Section** **4****.****14****Litigation****.**
 
 Except
        as
        set forth in Schedule 4.14 ,
        there
        is no Action pending or, to Seller’s Knowledge, threatened, against or involving
        Seller or an Acquired Company that (i) seeks the
  30
  issuance
        of an Order restraining, enjoining or otherwise prohibiting or making illegal
        the
 consummation
        of any of the Transactions, or that would be reasonably likely to result
        in a
        material diminution of the benefits contemplated by this Agreement or the
        Ancillary Agreements, or (ii) if determined adversely to an Acquired Company
        could reasonably be expected to result in an injunction or other equitable
        relief that could reasonably be expected to interfere in any material respect
        with the business or operations of any Acquired Company or the Business.
        There
        are no material Orders outstanding against either of the Acquired Companies.
 
 **Section** **4****.****15****Environmental
        Matters****.**
 
 Except
        as
        set forth in Schedule 4.15:
 
 (a)to
        Seller’s Knowledge each Acquired Company has materially complied (except for
        such past noncompliance which has been fully resolved, including payment
        of all
        fines, penalties or other sanctions) and is in material compliance, with
        all
        applicable material Environmental Laws, including all Consents issued pursuant
        to applicable material Environmental Laws;
 
 (b)neither
        Seller nor an Acquired Company has received any written notice from any
        Governmental Entity or third party alleging that such Acquired Company is
        not in
        material compliance with, or has or may have any material Liability or
        investigatory, corrective or remedial obligation under, any material
        Environmental Law the matter underlying which notice has not been fully
        resolved, including payment of all fines, penalties, or other
        sanctions;
 
 (c)to
        Seller’s Knowledge neither Seller nor an Acquired Company has treated, stored,
        disposed of, arranged for or permitted the disposal of, transported, handled,
        or
        released any Hazardous Substance, or owned or operated any property or facility
        (and no such property or facility is contaminated by any Hazardous Substance)
        in
        a manner that has given or would give rise to any material Liabilities on
        an
        Acquired Company, including any material Liability for response costs,
        corrective action costs, personal injury, property damage, natural resources
        damages or attorney fees, or any investigative, corrective or remedial
        obligations, pursuant to any material Environmental Laws;
 
 (d)there
        are
        not any past, presently pending, or to Seller’s Knowledge, threatened, Actions,
        Orders or Liabilities in connection with any non-compliance with, or any
        pending, or to Seller’s Knowledge, threatened imposition of any material remedy
        or obligation under, any material Environmental Law, which arise out of the
        Acquired Companies’ management, use, control, ownership or operation of the
        Business, or relate to the Real Properties or any real property formerly
        operated by an Acquired Company, and which commenced, or are based upon
        conditions, events or occurrences, in each case, within Seller’s Knowledge,
        before the Closing;
 
 (e)Seller
        has furnished to Buyer all environmental audits and all results of Phase I
        and Phase II environmental assessment work and other reports and audits
        and
        material documents within its possession or under the reasonable control
        of
        Seller and its Affiliates or, to
  31
  Seller’s
        Knowledge, in the possession of either of the Acquired Companies. All of
        the
        Phase I and Phase II environmental assessments so furnished are listed on Schedule 4.15(e) hereof.
 
 ( f )  The
        representations and warranties in this Section 4.15 shall be the exclusive
        representations and warranties with respect to violations of Environmental
        Laws
        and the presence of Hazardous Substances except to the extent that Section
        4.16
        includes representations and warranties that Schedule
        4.16(b) includes
        a list of Governmental Permits issued under Environmental Law.
 
 **Section** **4****.****16****Compliance
        with Laws****.**
 
 (a)Schedule 4.16(a)sets
        forth a true, correct and complete list of all material Governmental Permits
        with respect to (a) the ownership or use of the Acquired Companies’ Properties
        and/or (b) the operation of the Business, in either case that are held by
        or for
        the benefit of the Acquired Companies (the “Acquired
        Company Governmental Permits”).
        Except for the Acquired Company Governmental Permits and any Governmental
        Permits required as a result of Buyer’s 50% ownership of the Acquired Companies,
        there are no other material Governmental Permits necessary for (a) the ownership
        or use of the Acquired Companies’ Properties or (b) the operation of the
        Business.
 
 (b)Each
        of
        the Acquired Company Governmental Permits is valid, subsisting and in good
        standing, none of the Acquired Companies are in material default or breach
        of
        any Acquired Company Governmental Permit and no Action is pending or to Seller’s
        Knowledge threatened to revoke or limit in any material respect any Acquired
        Company Governmental Permit. Seller has heretofore provided Buyer with a
        true,
        correct and complete copy of each Acquired Company Governmental Permit and
        all
        material amendments thereto.
 
 (c)Except
        as
        disclosed onSchedule 4.16(a),
        each
        Acquired Company is now in material compliance with all Orders, Acquired
        Company
        Governmental Permits, and material Laws applicable to the Business and its
        operations, including Health and Safety Laws.
 
 ( d )  The
        Closing of the purchase and sale of the Shares as contemplated by this Agreement
        will not cause a material default or breach of or result in the revocation
        or
        termination of any Acquired Company Governmental Permits.
 
 ( e )  This
        section does not relate to any Tax matters, which are the subject of
        representations and warranties contained in Section 4.18.
 
 **Section** **4****.****17****Employee
        Benefit Plans****.**
 
 (a)With
        respect to the Acquired Companies:
 
 ( i )  Schedule 4.17(a)(i) hereto
        contains a true and complete list of each material Benefit
        Plan maintained, contributed to or required to be contributed to by an Acquired
        Company for the benefit of any current or former director, officer, employee
        or
  32
  independent
        contractor of an Acquired Company or to which an Acquired Company is a party
        or
        has any expense or Liability (the “ Company
        Benefit Plans ”).
 
 ( ii )  As
        applicable with respect to each Company Benefit Plan, Seller has made available
        to Buyer, a true and complete copy of (A) each written Company Benefit Plan,
        (B)
        each Contract creating or modifying any related trust or other funding vehicle,
        (C) all current material employee communications describing each Company
        Benefit
        Plan and any material modifications thereto, and (D) proof of registration
        of
        such Company Benefit Plan with the applicable Governmental
        Entities.
 
 ( iii )  Each
        Company Benefit Plan has been established, operated and administered in all
        material respects in accordance with its terms and the applicable material
        Law
        of each relevant jurisdiction.
 
 ( iv )  All
        material payments, premiums and contributions required to be made by any
        applicable Law, by the terms of any Company Benefit Plan, or by any Contract
        relating thereto have been timely made to the appropriate payee or, if not
        yet
        due as of the date of the most recent Financial Statements preceding the
        Measurement Date, have been accrued on the Financial Statements in accordance
        with GAAP (subject to similar adjustments made in the Measurement Date Mexican
        GAAP Adjustments), as consistently applied, and will be accrued for all
        obligations required under GAAP, as consistently applied, to be accrued through
        the Measurement Date in the Measurement Date Unfunded Liabilities (or included
        in the Measurement Date Mexican GAAP Adjustments) in determining the Total
        Purchase Price, and all income Taxes and wage Taxes that are required by
        applicable Law to be withheld from benefits derived under the Company Benefit
        Plans have been properly withheld and remitted (unless not yet due) to the
        appropriate depository or Governmental Entity, as applicable.
 
 ( v )  Except
        for severance obligations which arise as a matter of applicable Law, the
        consummation of the Transactions will not (A) trigger any “change of
        control,” as such term or any similar term is defined in any employment Contract
        or change of control Contract, with or relating to any current or former
        employees, officers, directors, independent contractors, or agents of an
        Acquired Company, (B) entitle any of the current or former employees, officers,
        directors, independent contractors, or agents of an Acquired Company to
        severance pay or any other similar payment, (C) accelerate the time
        of
        payment or vesting, remove any restriction or condition, forgive any
        indebtedness or increase the amount of compensation or benefits due any such
        employee, officer, director, independent contractor or agent or (D) require
        an
        Acquired Company or Buyer to transfer or set aside any Properties to fund
        or
        otherwise provide for any material benefits
        for any such employee, officer, director, independent contractor or
        agent.
 
 ( vi )  Except
        as
        set forth on Schedule 4.17(a)(i) ,
        no
        Acquired Company or any Company Benefit Plan provides or has any obligation
        to
        provide (or contribute toward the cost of) any material post-employment
        or any material post-termination
        benefits of any kind, including death and medical benefits, with respect
        to any
        current or former
  33
  officer,
        employee, director, agent or independent contractor of an Acquired Company,
        other than (A) continuation coverage mandated by applicable Law,
        (B) deferred compensation that is accrued as a Liability on the Financial
        Statements as required under GAAP, as consistently applied, (C) death,
        disability or retirement benefits under any company Benefit Plan or (D) benefits
        in the nature of severance pay.
 
 ( vii )  All
        material reports, returns and similar documents with respect to the Company
        Benefit Plans required to be filed with any Governmental Entity or distributed
        to any Company Benefit Plan participant have been duly and timely filed or
        distributed.
 
 ( viii )  There
        are
        no material pending investigations by any Governmental Entity, termination
        proceedings or other claims (except claims for benefits payable in the normal
        operation of the Company Benefit Plans), or Actions against or involving
        any
        Company Benefit Plans or asserting any rights or claims to benefits under
        any
        Company Benefit Plans.
 
 ( ix )  Except
        as
        set forth on Schedule
        4.17(a)(ix) ,
        with
        respect to each Company Benefit Plan that is a defined benefit plan, no material
        accumulated funding deficiency, whether or not waived, exists, and nothing
        has
        occurred and no condition exists that with the passage of time could reasonably
        be expected to result in an material accumulated funding deficiency as of
        the
        last day of the current plan year.
 
 **Section** **4****.****18****Tax
        Matters****.**
 
 (a)Except
        as
        set forth onSchedule 4.18,
        all
        material Tax Returns required to be filed by or with respect to the Acquired
        Companies in any jurisdiction either separately or as a member of an affiliated,
        consolidated or unitary group under all Tax Laws to which they are subject
        have
        been timely filed (taking into account any extensions) and all material Taxes
        shown due on such Tax Returns have been paid. All such Tax Returns are true,
        correct and complete and accurately set forth all items to the extent required
        to be reflected or included in such Tax Returns by applicable Tax Laws. Each
        Acquired Company has paid in full or set up an adequate reserve on the Financial
        Statements in respect of all Taxes for the periods covered by such Tax
        Returns.
 
 (b)Set
        forth
        onSchedule 4.18is a
        complete list of income and other material Tax Returns filed by or with respect
        to the Acquired Companies pursuant to applicable Law that have been examined
        or
        audited by any tax authority during the preceding three years. Also set forth
        onSchedule 4.18is a
        complete list of all material adjustments resulting from each such examination
        or audit. No Tax examination or audit of an Acquired Company is currently
        in
        progress. During the previous three years, neither Seller nor an Acquired
        Company has applied for and/or received a ruling from any Tax authority
        regarding a past or prospective transaction of an Acquired Company that affects
        or may affect the Tax Liability of such Acquired Company after the Closing
        Date.
        No material claim has been made within the past three years that has not
        been
        resolved by any Tax authority in any jurisdiction where the Acquired Companies
        do not file Tax Returns that the Acquired Companies are or may be subject
        to any
        Tax imposed by that
  34
  jurisdiction.
        Except as set forth on Schedule 4.18 ,
        there
        is no outstanding Contract or waiver made by or on behalf of any Acquired
        Company for the extension of time for any applicable statute of
        limitations.
 
 (c)Except
        for Taxes for the payment of which an adequate reserve has been established
        on
        the Financial Statements and for property Taxes that are not delinquent,
        there
        is no Tax Encumbrance imposed by any Governmental Entity that is outstanding
        against any of the Properties of an Acquired Company.
 (d)Neither
        of the Acquired Companies has executed any closing agreement with any taxing
        authority.
 
 (e)Except
        as
        set forth onSchedule 4.18,
        neither
        Acquired Company is a party to a Tax sharing agreement or similar Contract
        or is
        included in a consolidated tax return of another Person.
 
 (f)Neither
        of the Acquired Companies has executed any record retention agreement with
        any
        taxing authority.
 
 ( g )  Except
        as
        set forth on Schedule
        4.18 ,
        there
        are no material pending claims for refunds attributable to Pre-Measurement
        Dates
        Taxes of the Acquired Companies.
 
 **Section** **4****.****19****Company
        Intellectual Property****.**
 
 (a)Schedule 4.19sets
        forth a list of (i)
        all
        issued Patents, registered Trademarks or non-registered material Trademarks
        that
        are owned by the Acquired Companies or that are owned by Seller (or one of
        its
        Affiliates) and used in the Business and (ii)
        all
        Licenses used in the Business except for Licenses with Buyer or any of its
        Affiliates. Except as set forth onSchedule
        4.19and as
        otherwise provided in this Section, the Acquired Companies now own, and upon
        the
        consummation of the Transactions, Buyer and the Acquired Companies shall
        own,
        all right, title and interest in and to the material Company Intellectual
        Property, including the Company Intellectual Property listed onSchedule 4.19,
        free
        and clear of all Encumbrances. Subject to the terms and conditions set forth
        in
        any License, and except as set forth onSchedule 4.19,
        each
        Acquired Company has all rights to use the material Company Intellectual
        Property to the extent currently being so used, free and clear of all
        Encumbrances.
 
 (b)Except
        as
        set forth onSchedule 4.19hereto,
        all registrations on behalf of the Acquired Companies with and applications
        (including all United Mexican States and foreign patent, trademark and copyright
        applications) to Governmental Entities in respect of the Company Intellectual
        Property are valid and in full force and effect and are not subject to the
        payment of any filing fees, Taxes, annuities or maintenance fees or the taking
        of any other actions by the Acquired Companies to maintain their validity
        or
        effectiveness.
 
 (c)Set
        forth
        onSchedule 4.19is a
        list of all material Contracts executed by an Acquired Company and an employee
        of such Acquired Company whereby such employee has
  35
  assigned
        to an Acquired Company rights to any Intellectual Property, inventions,
        innovations, improvements, discoveries or information relating to the
        Business.
 
 (d)Except
        as
        set forth onSchedule 4.19hereto,
        there are no oppositions, cancellations, invalidity proceedings, interferences
        or re-examination proceedings presently pending or, to Seller’s Knowledge,
        threatened with respect to the material Company Intellectual Property. Neither
        Seller nor an Acquired Company has received any written notice from any other
        Person pertaining to or challenging the right of an Acquired Company to use
        any
        of the material Company Intellectual Property. Except as set forth onSchedule
        4.19,
        to
        Seller’s Knowledge: (a) no other Person (other than Buyer Parties) has any
        rights to any of the Company Intellectual Property owned by (and not licensed
        to) an Acquired Company (except pursuant to Licenses specified inSchedule 4.19),
        and
        (b) no other Person is infringing, violating or misappropriating any
        of the
        Company Intellectual Property owned by (and not licensed to) an Acquired
        Company.
 
 **Section** **4****.****20****Labor
        Matters****.**
 
 Except
        as
        set forth on Schedule 4.20 hereto:
 
 (a)there
        is
        not pending and there has not since January 1, 2003 been any labor
        strike,
        dispute, slowdown, stoppage or lockout, with respect to an Acquired Company,
        and
        to Seller’s Knowledge, no such Action is to Seller’s Knowledge threatened
        against an Acquired Company, in each case, other than routine individual
        grievances which are not material to the business, financial condition or
        results of operations of Acquired Company;
 
 (b)no
        Acquired Company is a party to or bound by any collective bargaining Contract
        or
        similar Contract with any labor organization applicable to employees of an
        Acquired Company, nor has either Acquired Company been such a party or been
        so
        bound since January 1, 2003;
 
 (c)no
        labor
        union is certified by a relevant labor relations authority to the extent
        applicable, as bargaining agent for any of the employees of an Acquired Company
        and no union organizing or decertification activities are underway or, to
        Seller’s Knowledge, threatened;
 
 (d)there
        are
        not now and there have not been since January 1, 2000, any pending
        or to
        Seller’s Knowledge, threatened, material Actions (including material unfair
        labor practices charges or complaints and material sex, age and other
        discrimination claims) against either Acquired Company by any employees of
        an
        Acquired Company or any labor union on behalf of employees of either Acquired
        Company, nor is there any grievance pending that could reasonably be expected
        to
        lead to such an Action;
 
 (e)the
        Acquired Companies have complied in all material respects with all material
        employment Contracts, employment policies, collective bargaining Contracts,
        collective bargaining obligations, employment policies, arbitration awards,
        all
        labor Laws (including those relating to wages, hours and collective bargaining)
        and any Orders resulting from alleged
  36
  violations
        of any labor Laws and have no Liability for any material penalties for any
        failure to comply with any of the foregoing; and
 
 (f)any
        notice of this Transaction required of Seller or either of the Acquired
        Companies to be given prior to the Closing to employees, labor union, works
        councils or similar bodies representing employees of the Acquired Companies
        required by any Law, Order or collective bargaining Contract has been given
        or
        will be given prior to the Closing, and any bargaining and consultation
        obligations have been, or prior to Closing will be, satisfied without any
        post
        Closing Liability to an Acquired Company or to Buyer.
 
 **Section** **4****.****21****Bank
        Accounts****.**
 
 Schedule 4.21 sets
        forth (a) the names and locations of all banks, trust companies, savings
        and
        loan associations and other financial institutions at which an Acquired Company
        maintains lockboxes, safe deposit boxes, marketable securities, savings
        accounts, checking accounts or other accounts of any nature including a list
        of
        such accounts maintained at such institutions, (b) the names of all Persons
        authorized to draw thereon, make withdrawals therefrom or have access thereto
        and (c) details of all overdraft facilities with respect
        thereto.
 
 **Section** **4****.****22****Brokers
        or Finders****.**
 
 Neither
        Seller nor an Acquired Company, or any Person acting in their behalf, has
        entered into any Contract entitling any agent, broker, investment banker,
        financial advisor or other Person to any brokers’ or finder’s fee or any other
        commission or similar fee in connection with any of the
        Transactions.
 
 **Section** **4****.****23****Receivables
        and Payables****.**
 
 Except
        as
        set forth on Schedule
        4.23 ,
        all
        Receivables and all trade accounts payable of the Acquired Companies have
        arisen
        from bona fide transactions in the ordinary course of business and are valued
        in
        accordance with GAAP, as applied on a consistent basis during the periods
        involved. None of the Receivables of the Acquired Companies is subject to
        any
        claim of reduction, customer credit balance, set-off, prepayment, counterclaim,
        billing adjustment, recoupment or other claim for credit, allowances or
        adjustment. To Seller’s Knowledge, no Receivable of the Acquired Company is
        subject to bankruptcy or similar proceedings.
 
 **Section** **4****.****24****Inventory****.**
 
 Except
        as
        set forth on Schedule
        4.24 ,
        all
        Inventory of the Acquired Companies consists of a quantity and quality usable
        and salable in the ordinary course of business, is not obsolete, defective,
        damaged or slow moving (subject to reserves therefor reflected in the Financial
        Statements) is merchantable, fit for its intended use and is valued in
        accordance with GAAP, as applied on a consistent basis during the periods
        involved. No inventory of the Acquired Companies is subject to any consignment,
        bailment, warehousing or similar Contract.
  37
  **Section** **** **4****.****25****Sufficiency
        of Assets****.******
 
 Except
        as
        set forth on Schedule
        4.25 or as
        being provided by Vitro Corporativo or its Affiliates (other than the Acquired
        Companies) under the Transitional Services Agreement, the Acquired Companies
        own
        or lease all the Properties used in the Business. Except as set forth on Schedule
        4.25 ,
        the
        Transitional Services Agreement lists all services performed, and all Properties
        made available, for the benefit of the Acquired Companies by Vitro or any
        of its
        affiliates (other than the other Acquired Company).
 
 **Section** **4****.****26****Affiliate
        Transactions****.**
 
 Except
        as
        otherwise disclosed on Schedule 4.26 ,
        there
        are no Liabilities or Contracts between (i) an Acquired Company and (ii)
        Seller
        (or one of its Affiliates) or any Person who currently is serving, or has
        within
        the past twenty-four months served, as an **** officer,
        director, or equity holder of an Acquired Company or Seller (or one of its
        Affiliates) other than Buyer or any of its Affiliates. Neither Seller nor
        any of
        its Affiliates nor any of their current or former officers, directors, or
        equity
        holders other than Buyer or any of its Affiliates has any interest in any
        Properties used by an Acquired Company (including any Company Intellectual
        Property).
 
 **Section** **4** **.** **27**  **No
        Other Representations** **.**
 
 Except
        for the representations and warranties expressly contained in this Agreement,
        neither Seller nor any other Person acting on behalf of Seller makes any
        representation or warranty, express or implied.
 
 
 **ARTICLE** **V**
 **REPRESENTATIONS
        AND WARRANTIES OF THE** **BUYER** **PARTIES**
 
 The
        Buyer
        Parties, jointly and severally, hereby make the following representations
        and
        warranties to Seller, each of which is true, complete and correct as of the
        date
        of this Agreement (or, if made as of a specified date, as of such
        date).
 
 **Section** **5****.****1****Organization****.**
 
 Buyer
        is
        a company duly organized, validly existing and in good standing under the
        laws
        of England and Wales. Rexam plc is a company duly organized, validly existing
        and in good standing under the laws of England and Wales. Each Buyer Party
        has
        all requisite corporate or other power to execute and deliver this Agreement
        and
        the Ancillary Agreements and to perform its obligation hereunder and
        thereunder.
 
 **Section** **5****.****2****Authorization;
        Validity of Agreement****.**
 
 The
        execution, delivery and performance by each Buyer Party of this Agreement
        and
        the consummation of the Transactions have been duly authorized by all requisite
        corporate action on
  38
  the
        part
        of such Buyer Party and no other corporate action on the part of such Buyer
        Party is necessary to authorize the execution and delivery by it of this
        Agreement or the consummation of the Transactions. No vote of, or Consent
        by,
        the holders of any class of Capital Stock issued by a Buyer Party is necessary
        to authorize the execution and delivery by such Buyer Party of this Agreement
        or
        the consummation by it of the Transactions. This Agreement has been, and
        the
        Ancillary Agreements to which Buyer or Rexam plc is a party when executed
        and
        delivered will have been, duly executed and delivered by each Buyer Party
        thereto, and, assuming due and valid authorization, execution and delivery
        hereof by Seller, this Agreement is and the Ancillary Agreements when executed
        and delivered will be valid and binding obligations of such Buyer Party,
        enforceable against it in accordance with its terms except (a) as limited
        by
        applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
        conveyance and other similar Laws of general application affecting enforcement
        of creditors’ rights generally and (b) the availability of the remedy of
        specific performance or injunctive or other forms of equitable relief may
        be
        subject to equitable defenses and would be subject to the discretion of the
        court before which any proceeding therefore may be brought.
 
 **Section** **5****.****3****Consents
        and Approvals; No Violations****.**
 
 Except
        as
        set forth on Schedule 5.3 hereto
        and for the filings, permits, and Consents as may be required under, and
        other
        applicable requirements of any Antitrust Laws, none of the execution, delivery
        or performance of this Agreement by the Buyer Parties, the consummation by
        the
        Buyer Parties of the Transactions or compliance by them with any of the
        provisions hereof will (a) conflict with or result in any Breach of any
        provision of the Operating Document or Organizational Document of a Buyer
        Party,
        (b) require any filing with, or permit or Consent of, any Governmental Entity,
        (c) result in a Breach of, or constitute (with or without due notice or lapse
        of
        time or both) a default (or give rise to any right of termination, cancellation
        or acceleration) under, any of the terms, conditions or provisions of any
        Contract to which a Buyer Party is a party or by which either of them or
        any of
        their respective Properties may be bound, or (d) violate any Law or Order
        applicable to a Buyer Party or any of their Properties, excluding from the
        foregoing clauses (c) and (d) such violations, Breaches or defaults
        which
        would not, individually or in the aggregate, have a material adverse effect
        on
        the Buyer Parties’ ability to consummate the Transactions.
 
 **Section** **5****.****4****Acquisition
        of the Shares for Investment; Ability to Evaluate and Bear
        Risk****.**
 
 (a)Buyer
        is
        acquiring the Shares for investment and not with a view toward, or for sale
        in
        connection with, any distribution thereof, nor with any present intention
        of
        distributing or selling the Shares in violation of applicable securities
        laws,
        including the United States Securities Act of 1933, as amended and the Mexican*Ley
        de Mercado de Valores*.
        Buyer
        agrees that the Shares may not be sold, transferred, offered for sale, pledged,
        hypothecated or otherwise disposed of without registration under any applicable
        foreign securities laws, except pursuant to an exemption from such registration
        under such laws.
  39
  (b)Buyer
        is
        able to bear the economic risk of holding the Shares for an indefinite period,
        and has knowledge and experience in financial and business matters such that
        it
        is capable of evaluating the risks of the investment in the
        Shares.
 
 **Section** **5****.****5****Litigation****.**
 
 There
        is
        no Action pending or to the Buyer’s knowledge threatened against a Buyer Party
        or any of its Subsidiaries by or before any court or Governmental Entity
        that,
        individually or in the aggregate, would or would reasonably be expected to
        impede the ability of the Buyer Parties to complete the Closing in all
        respects.
 
 **Section** **5****.****6****Brokers
        or Finders****.**
 
 Neither
        Buyer nor any of its Affiliates, nor any of their respective officers, directors
        or employees has employed any broker or finder or incurred any Liability
        for any
        brokerage fees, commissions, or finder’s fees in connection with the
        Transactions.
 
 **Section** **5****.****7****Investigation
        by Purchaser****.**
 
 ( a )  Each
        Buyer Party acknowledges that it and its representatives have been permitted
        reasonable access to the Books and Records, facilities, equipment, Tax Returns,
        Contracts, insurance policies (or summaries thereof) and other Properties
        of the
        Acquired Companies, and that it and its representatives have had a reasonable
        opportunity to meet with the officers and employees of the Acquired Companies
        to
        discuss the Business. Each of the Buyer Parties further acknowledges that,
        except as set forth in this Agreement or any of the Ancillary Agreements,
        the
        Schedules and the certificates to be delivered at the Closing, (i) none
        of
        Seller, the Acquired Companies or any other Person has made any representation
        or warranty, expressed or implied, as to the Acquired Companies or the accuracy
        or completeness of any information regarding the Acquired Companies furnished
        or
        made available to the Buyer Parties and their respective representatives,
        (ii) neither Buyer Party has relied on any representation or warranty
        from
        Seller, the Acquired Companies or any other Person in determining to enter
        into
        this Agreement, and (iii) neither Seller nor any other Person shall
        have or
        be subject to any liability to the Buyer Parties or any other Person resulting
        from the distribution to the Buyer Parties or any other Person, or the Buyer
        Parties’ or any other Person’s use of, any information, documents or material
        made available to the Buyers Parties’ or any other Person in any “data rooms,”
        management presentations or in any other form in expectation of the
        Transactions.
 
 ( b )  As
        of the
        date of this Agreement, the Buyer Parties and their respective Affiliates
        do not
        have any actual knowledge that the representations and warranties of Seller
        made
        in this Agreement qualified as to materiality are not true and correct, or
        that
        those not so qualified are not true and correct in any material respect.
        The
        Buyer Parties do not have any actual knowledge of any material errors in,
        or
        omissions from, any Schedule.
  40
  **Section** **5****.****8****No
        Other Representations****.**
 
 Except
        for the representations and warranties expressly contained in this Agreement,
        no
        Buyer Party or any other Person acting on behalf of Buyer makes any
        representation or warranty, express or implied.
 
 
 **ARTICLE** **VI**
 **CERTAIN
        COVENANTS AND AGREEMENTS**
 
 **Section** **6** **.** **1**  **Interim
        Operations of the Acquired Companies** **.**
 
 Except
        (i) as expressly provided in this Agreement, (ii) as set forth in the Schedules
        hereto and (iii) as may be consented to in writing by Buyer (such consent
        not to
        be unreasonably withheld or delayed) Seller shall assure that, after the
        date
        hereof and prior to the Closing Date:
 
 (a)the
        Acquired Companies shall conduct the Business in the same manner as heretofore
        conducted and only in the ordinary course;
 
 (b)the
        Acquired Companies shall maintain their Properties in good operating condition,
        reasonable wear and tear excepted;
 
 (c)none
        of
        the Acquired Companies or Seller shall take, or agree to or commit to take,
        any
        action (or fail to take any action), that would or would be reasonably likely
        to
        result in the occurrence of any event or matter set forth in
        Section 4.10;
 
 (d)none
        of
        the Acquired Companies or Seller shall take, or agree to or commit to take,
        any
        action (or fail to take any action) that would or would be reasonably likely
        to
        result in any of the conditions to the Closing set forth in Article VII
        not
        being satisfied, or would or would be reasonably likely to make any
        representation or warranty of Seller contained herein or in an Ancillary
        Agreement inaccurate in any material respect at, or as of any time prior
        to, the
        Closing Date, or that would or would be reasonably likely to impair the ability
        of Buyer or Seller to consummate the Closing in accordance with the terms
        hereof
        or delay such consummation;
 
 (e)no
        Acquired Company shall hereafter enter into any new foreign exchange or metal
        hedging Contract; and
 
 (f)none
        of
        the Acquired Companies or Seller shall enter into any Contract to do any
        of the
        things described in Subsections (a) through (e)
        above.
 
 Furthermore,
        Seller shall assure that, after the date hereof and prior to the Closing
        Date,
        the Acquired Companies shall notify Buyer prior to making any Tax elections,
        shall consult with Buyer in good faith with respect thereto and shall in
        good
        faith consider Buyer’s reasonable requests with respect thereto. In addition,
        neither Buyer Party shall take, or agree to or commit
  41
  to
        take,
        any action (or fail to take any action) that would or would be reasonably
        likely
        to result in any of the conditions to the Closing set forth in Article VII
        not being satisfied, or would or would be reasonably likely to make any
        representation or warranty of a Buyer Party contained herein or in an Ancillary
        Agreement inaccurate in any material respect at, or as of any time prior
        to, the
        Closing Date, or that would or would be reasonably likely to impair the ability
        of Buyer or Seller to consummate the Closing in accordance with the terms
        hereof
        or delay such consummation.
 
 **Section** **6****.****2****Access****.**
 
 Seller
        shall cause the Acquired Companies prior to the Closing to continue to (i)
        give
        Buyer and its authorized representatives reasonable access to all Books and
        Records relating to the Acquired Companies, personnel, offices and other
        facilities and Properties of the Acquired Companies, (ii) permit Buyer to
        make
        such copies and inspections thereof as Buyer may reasonably request during
        regular business hours and (iii) cause the officers of the Acquired Companies
        to
        furnish Buyer with such financial and operating data and other information
        with
        respect to the Business and the Properties of the Acquired Companies as Buyer
        may from time to time reasonably request. Up to the Closing Date, the Seller
        shall furnish, or cause to be furnished, to Buyer the most recent Interim
        Financial Statements within twenty days after the end of the most recent
        period
        to which such Interim Financial Statements relate.
 
 **Section** **6** **.** **3**  **Efforts
        and Actions to Cause Closing to Occur** **.**
 
 (a)Prior
        to
        the Closing, upon the terms and subject to the conditions of this Agreement,
        Buyer and Seller shall use their respective reasonable best efforts to take
        all
        reasonable actions, and to do or cause to be done and to cooperate with each
        other in order to do all things necessary, proper or advisable (subject to
        any
        applicable Laws) to consummate the Closing of the Transactions as promptly
        as
        practicable, including the preparation and filing of all forms, registrations
        and notices required to be filed to consummate the Closing and the other
        Transactions and the taking of such actions as are necessary to obtain any
        requisite Consents, Orders, licenses, permits, qualifications or exemptions
        by
        any third party or Governmental Entity.
 
 (b)Prior
        to
        the Closing, each Party shall promptly consult with the other Party with
        respect
        to and provide any necessary information with respect to all filings to have
        been made by the other Party with any Governmental Entity or any other
        information supplied by such Party to a Governmental Entity in connection
        with
        this Agreement and the Transactions. Each Party shall promptly inform each
        of
        the other Parties of any communication received by such Party from any
        Governmental Entity regarding any of the Transactions. If any Party or Affiliate
        thereof receives a request for information or documentary material from any
        such
        Governmental Entity with respect to any of the Transactions, then such Party
        shall endeavor in good faith to make, as soon as is reasonably practicable
        and
        after consultation of such Parties’ counsel with the other Parties’ counsel, an
        appropriate response in compliance with such request.
  42
  (c)In
        addition to and without limiting the agreements of the Parties contained
        above,
        Buyer and Seller shall have (i) taken promptly all actions necessary to make
        the
        filings required of them or any of their respective Affiliates under any
        Antitrust Law, (ii) complied at the earliest practicable date with any
        reasonable request for additional information or documentary material received
        by Buyer, Seller or any of their respective Affiliates from any Antitrust
        Administrator pursuant to any Antitrust Law or from any other Governmental
        Entity in connection with antitrust or competition matters, (iii) cooperated
        with each other in connection with any filing under any Antitrust Law and
        in
        connection with resolving any investigation or other inquiry concerning the
        Transactions commenced by any Antitrust Administrator or any other Governmental
        Entity, (iv) used their reasonable best efforts to resolve such objections,
        if
        any, as may have been asserted with respect to the Transactions under any
        Antitrust Law and (v) advised the other Parties’ counsel promptly of any
        material communication received by such Party from any Antitrust Administrator
        or any other Governmental Entity regarding any of the Transactions. With
        regard
        to Buyer, “reasonable best efforts” for purposes of Section 6.1(c)(iv)
        shall not have included (x) proffering Buyer’s willingness to have accepted an
        Order providing for the divestiture by Buyer of such Properties, assets,
        operations, or businesses of Buyer or the Business (as are necessary to permit
        Buyer to consummate the Transactions, including an offer to have held separate
        such Properties, assets, operations or businesses pending any such divestiture),
        or (y) Buyer’s willingness to have accepted such other conditions,
        restrictions, limitations, or agreements affecting Buyer’s full rights or
        ownership of the assets of the Acquired Companies as may have been necessary
        to
        resolve such objections, if any, as may have been asserted by any Antitrust
        Administrator or any other Governmental Entity with respect to the Transactions
        under any Antitrust Law. Buyer and Seller shall have consulted regularly
        with
        each other in advance and from time to time regarding the conduct and status
        of
        any filings with Governmental Entities.
 
 **Section** **6****.****4****Publicity****.**
 
 Neither
        Seller nor a Buyer Party, nor any of their respective Affiliates shall issue
        or
        cause the publication of any press release or other internal or external
        announcement with respect to this Agreement or the Transactions prior to
        the
        Closing or for a period of 180 days thereafter without prior consultation
        with
        the other, except as may be required by Law or by any listing agreement with
        a
        securities exchange or trading market and then only after the other Party
        has
        been afforded a reasonable opportunity to review and comment on the
        same.
 
 **Section** **6** **.** **5**  **Environmental
        Responsibilities** **.**
 
 ( a )  The
        Parties agree that the responsibility for conducting those activities described
        on Schedule 6.5 (b) hereto
        which relate to certain environmental conditions identified on Schedule 6.5 (b) hereto
        which are present at or from the Real Property as of, or prior to, Closing
        (the
“ Existing
        RECs ”),
        shall
        be governed by this Section 6.5 (and, as to any Breach of the covenants
        set
        forth in this Section 6.5, the indemnification set forth in Article
        X
        hereof). Notwithstanding anything herein to the contrary, including, but
        not
        limited to Article IV, Article VI and Article X, the
        Parties
        further agree that Seller’s sole obligations with respect to
  43
  the
        Existing RECs shall be as set forth in this Section 6.5 (and, as to any Breach
        of the covenants set forth in this Section 6.5, the indemnification
        set
        forth in Article X hereof).
 
 (b)Buyer
        and/or the Acquired Companies shall conduct or shall cause to be conducted
        after
        the Closing the activities required to investigate, remediate and monitor
        the
        Existing RECs until Acceptable Regulatory Standards with respect to the Existing
        RECs have been achieved, including the activities described onSchedule 6.5(b)(the
“Environmental
        Activities”).
        Seller shall be responsible for payment of 50% of the actual costs of
        (i) the Environmental Activities and any Losses of Buyer and the Acquired
        Companies with respect thereto and (ii) any legal or consulting fees and
        expenses incurred in connection with such investigation, remediation and
        monitoring. Notwithstanding the foregoing, in no event shall the amount payable
        by Seller (after giving effect to its 50% allocation) under Section 6.5(b)(i)
        exceed $75,000 nor shall the amount payable by Seller under Section 6.5(b)(ii)
        exceed $150,000.
 
 (c)[Intentionally
        Omitted]
 
 (d)Subject
        to Section 6.5(e), Buyer shall have the right to direct any Environmental
        Activity relating to any Existing REC and shall decide the approach and pace
        of
        such activities consistent with accepted engineering practices.
 
 (e)Buyer,
        in
        consultation with Seller, shall determine in good faith whether applicable
        Law
        requires that any Existing REC or the Environmental Activity covered thereunder
        be reported to a pertinent Governmental Entity (an “Agency
        Notification”).
        To
        the extent Buyer determines an Agency Notification of an Existing REC is
        required, then Buyer, in consultation with Seller, shall: (i) make such Agency
        Notification, (ii) perform, or cause to be performed, the appropriate
        Environmental Activity, and (iii) obtain the written concurrence of the
        appropriate Governmental Entity that no further action is necessary in respect
        of such Existing REC to otherwise achieve the Acceptable Regulatory Standards;provided,however,
        that
        nothing in this Section 6.5(e) shall prohibit a party having a reporting
        obligation pursuant to any Law from fulfilling such obligation.
 
 (f)In
        the
        event an Agency Notification of an Existing REC is not required by applicable
        Law, then Buyer shall perform, or cause to be performed, the related
        Environmental Activity until such time as Buyer’s environmental consultant
        delivers a report to Buyer, in form and substance reasonably satisfactory
        to
        Buyer, which expresses the unconditional opinion that no further action is
        necessary to otherwise achieve the Acceptable Regulatory Standards and that
        Seller can rely on the report;provided,however,
        in the
        event that a Governmental Entity subsequently determines that additional
        Environmental Activities relating to the Existing REC are required, then
        Buyer
        and Seller shall resume sharing costs consistent with this Section 6.5,
        but
        subject to the cap in Section 6.5(b), as if the consultant had never delivered
        said report.
 
 (g)[Intentionally
        Omitted]
 
 ( h )  Seller
        and Buyer agree to cooperate reasonably with each other to effect the successful
        completion of the Environmental Activities. However, the Parties agree that
        Buyer
  44
  shall
        control and lead the Environmental Activities and shall coordinate all
        communications with any Governmental Entity regarding the same. Buyer agrees
        to
        give Seller notice and an opportunity to attend any meetings with any
        Governmental Entity regarding Environmental Activities or Existing RECs.
        Unless
        required by Law, Seller shall not communicate with any Governmental Entity
        regarding the Environmental Activities or the Existing RECs without the prior
        written notice to, consultation with and obtaining the Consent of Buyer,
        which
        shall not be unreasonably withheld or delayed, and without allowing Buyer
        to
        participate in and lead any such communications. Notwithstanding the foregoing,
        nothing in this Section 6.5 shall prohibit a party having a reporting
        obligation pursuant to any Law from fulfilling such obligation.
 
 ( i )  [Intentionally
        Omitted.]
 
 ( j )  Subject
        to the terms and conditions of this Agreement, the Acquired Companies hereby
        grant Buyer and its authorized employees, agents, representatives, consultants,
        contractors and subcontractors approved in writing by Buyer (collectively
        the
“ Environmental
        Representatives ”)
        a
        non-exclusive and limited right to enter the Real Property at reasonable
        times
        during customary hours of operation, after providing appropriate notice,
        for the
        purposes of performing the Environmental Activities at the Real Property.
        The
        Acquired Companies further grant to Buyer and the Environmental Representatives
        a license to place, store and operate all equipment owned by or leased to
        Buyer
        as the Environmental Representatives deem necessary for such activities; provided that
        such placement, storage and operation shall remain no longer than necessary,
        shall comply with all applicable Laws and regulations and shall not materially
        interfere with or disrupt the Acquired Company’s operations.
 
 **Section** **6****.****6****Intercompany
        Arrangements****.******
 
 (a)  Except
        as
        provided in Sections 6.6(b), Section 6.10 or Section 6.11(a)
        or
        as otherwise expressly contemplated by this Agreement, including the
        Transitional Services Agreement, or set forth in Schedule
        6.6 ,
        all
        Contracts between an Acquired Company, on the one hand, and Seller and any
        of
        its Affiliates (excluding Contracts between the Acquired Companies), on the
        other hand, shall be terminated and of no further effect, simultaneously
        with
        the Closing without any further action or Liability on the part of the parties
        thereto.
  (b)  Immediately
        after the Closing, Seller, the Buyer Parties and the Acquired Companies shall
        cooperate in good faith to end the participation of the Acquired Companies
        in
        the Vitro Pension Plan Trust.
 
 **Section** **6****.****7****Maintenance
        of Books and Records****.**
 
 Each
        of
        the Parties shall preserve all pre-Closing Date records possessed or to be
        possessed by such Party relating to the Acquired Companies or the Business
        until
        the latest of (i) the sixth anniversary of the Closing Date, (ii) the
        date
        the statute of limitations applicable to any relevant Tax has expired,
        (iii) if there is any open audit with respect to any Tax Return of
        an
        Acquired Company, the date on which such Acquired Company enters into a closing
        agreement or other definitive agreement with a taxing authority with respect
        to
        such Tax Return or (iv) the date on which such records are no longer
        required to be preserved under applicable Law (the
  45
  latest
        of
        such dates referred to herein as the “ Records
        Retention Date ”).
        After
        the Closing Date and up until at least the Records Retention Date, upon any
        Covered Request from a Party or its representatives, the Party holding such
        records shall (a) provide to the requesting Party or its representatives
        reasonable access to such records during normal business hours and (b) permit
        the requesting Party or its representatives to make copies of such records,
        in
        each case at no cost to the requesting Party or its representatives (other
        than
        for reasonable out-of-pocket expenses); provided , however that
        nothing herein shall require any Party to disclose any information to the
        other
        if such disclosure would jeopardize any attorney-client or other legal privilege
        or contravene any applicable Law. For purposes of this Section 6.7,
        a
“ Covered
        Request ”
        shall
        mean a written request in connection with an audit, accounting, tax, litigation,
        federal securities disclosure or other similar need or reasonable business
        purpose of the Party seeking such records. Notwithstanding the foregoing,
        any
        and all such records relating to the Acquired Companies may be destroyed
        by a
        Party if such destroying Party sends to the other Parties written notice
        of its
        intent to destroy such records, specifying in reasonable detail the contents
        of
        the records to be destroyed; whereafter such records may then be destroyed
        after
        the sixtieth (60 th )
        day
        following such notice unless one of the other Parties notifies the destroying
        Party that such other Party desires to obtain possession of such records,
        in
        which event the destroying Party shall transfer the records to such requesting
        Party and such requesting Party shall pay all reasonable expenses of the
        destroying Party in connection therewith.
 
 **Section** **6****.****8****Cooperation
        in Litigation****.**
 
 Each
        Party will reasonably cooperate with the other in the defense or prosecution
        of
        any Action already instituted or which may be instituted hereafter against
        or by
        such Party relating to or arising out of the conduct of the Business prior
        to
        the Closing Time (other than an Action arising out of the Transactions).
        The
        Party requesting such cooperation shall pay the out-of-pocket expenses
        (including reasonable legal fees and disbursements) of the Party providing
        such
        cooperation and of its employees and agents reasonably incurred in connection
        with providing such cooperation, but shall not be responsible to reimburse
        the
        Party providing such cooperation for the salaries or costs of fringe benefits
        or
        other similar expenses paid by the Party providing such cooperation to its
        employees and agents while assisting in the defense or prosecution of any
        such
        Action.
 
 **Section** **6****.****9****Intercompany
        Receivables and Payables****.******
 
 (a)The
        Parties agree and acknowledge that any intercompany trade receivable or payable
        balance between an Acquired Company (on the one hand) and another Acquired
        Company or Affiliate of Seller (on the other hand) which arose from the
        intercompany supply of goods or services (trading balances) in the ordinary
        course of business on or before March 31, 2004 shall have been settled in
        full
        prior to Closing and those which arose after March 31, 2004 shall be paid
        in the
        ordinary course of business and if not paid prior to the Closing Date will
        remain outstanding as of the Closing Date. The Parties further agree and
        acknowledge that such trade receivables and payables shall be paid after
        the
        Closing in the currency denominated on the applicable invoice in the ordinary
        course of business.
  46
  (b)The
        Parties further agree and acknowledge that any amount of intercompany financial
        Indebtedness (which the parties agree shall not include any administrative
        services fees or any Tax receivables owed by Seller to either of the Acquired
        Companies), if any, between an Acquired Company (on the one hand) and Seller
        or
        an Affiliate of Seller other than an Acquired Company (on the other hand)
        shall
        be paid in full at or, if necessary, following the Closing;provided,however,
        that to
        the extent necessary the amount of such intercompany financial Indebtedness
        estimated and settled at Closing will be reconciled with the actual amount
        of
        intercompany financial Indebtedness as finally determined by the Parties
        after
        Closing and any outstanding balances promptly settled thereafter.
 
 ( c )  Notwithstanding
        anything contained herein to the contrary, Seller agrees to pay at Closing
        to
        Buyer on behalf of Vancan the sum of $2,244,955 Mexican Pesos (converted
        to U.S.
        Dollars at the Measurement Date Exchange Rate) which represents the asset
        Tax
        receivable recorded on Vancan’s books for the 2002 Tax year.
 
 **Section** **6****.****10****Warranty
        Obligations****.**
 
 (a)As
        of the
        Closing Time, the Acquired Companies shall continue to discharge all
        responsibilities, Liabilities and obligations of the Acquired Companies for
        Replacement and Refunds (as hereafter defined) arising out of products
        manufactured by the Acquired Companies prior to the Measurement Date
        (“Pre-Measurement
        Date Products”);provided,however,
        Seller
        shall assume no Liability for injuries to persons with respect to
        Pre-Measurement Date Products, including, any claims by third parties for
        special, consequential or punitive damages with respect thereto. Seller shall
        have no Liability for any Replacement or Refunds or for injuries to persons
        with
        respect to products or finished goods inventory manufactured after the
        Measurement Date, all of which shall be the Liability of the Acquired Companies.
        Seller shall provide Buyer with a certificate on the Closing Date setting
        forth
        which lot numbers (or other product identification) constitute Pre-Measurement
        Date Products; provided that the failure to so notify Buyer on such date
        shall
        not relieve Buyer of its obligations hereunder except to the extent it is
        materially prejudiced thereby.
 
 (b)Seller
        agrees to pay to Buyer an amount equal to fifty percent (50%) of the value
        for
        all Replacement and the amount of all Refunds incurred or granted by the
        Acquired Companies during the period ending on the six month anniversary
        of the
        Closing Date (the “Limitation
        Date”).
        Seller shall make payment in U.S. Dollars, and the value for such Replacement
        and the amount of such Refunds shall be calculated by using the Exchange
        Rate as
        of the date the applicable Acquired Company pays the Refund to the customer
        or
        delivers the Replacement to the customer;provided,however,
        that
        Seller shall have the approval rights with respect to any such payment over
        Ten
        Thousand Dollars ($10,000.00), such approval not to be unreasonably withheld.
        Within twenty (20) days after the end of each calendar quarter following
        the Closing Date and within twenty (20) days after the Limitation
        Date,
        Buyer shall deliver to Seller written notice (the “Payment
        Notice”)
        of the
        amount of Replacement and Refunds which it incurred on and prior to the end
        of
        each such month; provided that Seller shall not be relieved of its obligations
        due to Buyer’s failure to meet such twenty (20) day delay time period.
        During the twenty (20) day period following their receipt of each
        Payment
        Notice, Seller shall be entitled to
  47
  access
        the Books and Records of the Acquired Companies and Buyer (with respect to
        the
        Replacement and Refunds) upon reasonable advance written notice and to request
        copies of supporting documents for the purpose of verifying the amounts of
        Replacement and Refunds. The amount due hereunder by Seller to Buyer shall
        be
        paid to Buyer within thirty (30) days following Seller’s receipt of each
        Payment Notice. The Parties agree and acknowledge that the provisions of
        this
        Section 6.12(b) shall not limit Seller’s indemnification obligations under
        Section 6.10(d) or Section 10.2(f) hereof.
 
 (c)For
        purposes hereof:
 
 (i)“Replacement”
        shall
        refer to Pre-Measurement Date Products identified as defective by customers
        of
        the Acquired Companies which require replacement with a new production order.
        Replacement shall be valued at the cost to the Acquired Companies of direct
        materials, labor, manufacturing overhead and freight net of any scrap value
        and
        net of any specifically identified reserves for replacement reflected on
        the
        Measurement Date Financial Statements; and
 
 (ii)“Refunds”
        shall
        mean refunds given to customers of the Acquired Companies for defective
        Pre-Measurement Date Products which do not require replacement with a new
        production order, which refunds shall be in amounts equal to the original
        sales
        price (including applicable freight) and which shall be given in accordance
        with
        reasonably prudent business practices.
 
 ( d )  Without
        duplication but without otherwise limiting the provisions of
        Section 6.10(c), Seller further agrees to pay to Buyer an amount equal
        to
        fifty percent (50%) of any and all Losses suffered or incurred by the Buyer
        Indemnified Parties as a result of, arising out of or in connection with
        any
        product recalls (whether voluntary or involuntary, and whether or not mandated
        by any Government Authority) with respect to any Pre-Measurement Date
        Products.
 
 ( e )  Any
        payments made to Buyer pursuant to this Section 6.10 shall not limit Seller’s
        indemnification obligations under Section 10, and the payments required pursuant
        to this Section shall be calculated as provided for herein without regard
        to
        Section 10.2(c).
 
 **Section** **6****.****11****Confidentiality****.**
 
 ( a )  Seller
        agrees ( i )
        not to
        disclose or use (other than in connection with the Transactions and as required
        by Law) at any time before and after Closing (and shall cause each of its
        Affiliates not to use or disclose at any time) any Confidential Information
        of
        the Acquired Companies or the Buyer Parties (which for the purpose of this
        covenant shall include: ( A )
        Proprietary Information of Rexam Beverage Can Company (“ RBCC ”)
        formerly known as American National Can Company) as such term is defined
        in the
        License and Technical Assistance Agreement dated as of December 14, 1994
        between
        RBCC and Vitro-American, as amended, modified or supplemented (the “ Technical
        Assistance Agreement ”);
        ( B )
        Information as such term is defined in the Purchase Agreement dated as of
        December 7, 1994 between RBCC
  48
  and
        Vitro-American, as amended, modified or supplemented; and ( C )
        Information as such term is defined in the Equipment Purchase Agreement dated
        as
        of December 7, 1994 between Vitro-American and RBCC, as amended, modified
        or
        supplemented and which shall after the Closing include information about
        the
        Acquired Companies or the Business that had been Confidential Information
        of the
        Acquired Companies and/or Seller prior to the Closing and ( ii )
        to take
        all reasonable steps (and to cause each of its Subsidiaries and Affiliates
        to
        take all reasonable steps) to safeguard such Confidential Information and
        to
        protect it against disclosure, misuse, espionage, loss and theft. In the
        event
        Seller, or any of its Affiliates is required by Law, judicial process or
        by
        request from any Governmental Entity to disclose any of the Acquired Companies’
        Confidential Information, Seller shall promptly notify Buyer in writing,
        which
        notification shall include the nature of the legal requirement or request
        by
        Governmental Entity and the extent of the required disclosure, and Seller
        and
        its Affiliates shall cooperate with Buyer and its Affiliates to preserve
        the
        confidentiality of such information consistent with applicable Law. Buyer
        shall
        reimburse Seller for its reasonable, out-of-pocket expenses incurred in
        connection with such cooperation. The obligations of Seller under this Section
        6.11 shall survive for a period of two (2) years following the Closing Date; provided , however ,
        that
        with respect to any Confidential Information that was provided to or made
        available to Seller (or its Affiliates) under or through the Technical
        Assistance Agreement, the obligation under this Section 6.11 shall survive
        for a
        period of seven (7) years following the Closing Date.
 
 ( b )  The
        Buyer
        Parties acknowledge that, by reason of their purchase of the Shares, they
        have
        access to certain Confidential Information of Seller, the use or disclosure
        of
        which, after the Closing Date, could cause Seller and its Affiliates substantial
        loss and damages that could not be readily calculated and for which no remedy
        at
        Law would be adequate. Accordingly, the Buyer Parties covenant and agree
        with
        Seller that, for a period of two (2) years after the Closing Date, the Buyer
        Parties shall not directly or indirectly use, disclose or publish, or permit
        their respective Affiliates to use (except as permitted by the licenses provided
        under Section 6.15 and Section 6.17 below), disclose or publish, any
        Confidential Information. In the event Buyer, or any of its Affiliates is
        required by Law, judicial process or by request from any Governmental Entity
        to
        disclose any of the Confidential Information about Seller, Buyer shall promptly
        notify Seller in writing, which notification shall include the nature of
        the
        legal requirement or request by Governmental Entity and the extent of the
        required disclosure, and Buyer and its Affiliates shall cooperate with Seller
        and its Affiliates to preserve the confidentiality of such information
        consistent with applicable Law. Seller shall reimburse Buyer for its reasonable,
        out-of-pocket expenses incurred in connection with such
        cooperation.
 
 **Section** **6** **.** **12**  **Conflict
        with JV Agreement or Operating Document** **.**
 
 Seller
        and Rexam plc agree that the terms of this Agreement shall, to the extent
        necessary, preempt and supersede any conflicting provisions in the JV Agreement
        or any Operating Document of an Acquired Company. To the extent that the
        execution and delivery of this Agreement or the consummation of the Transactions
        otherwise would cause a Breach under the terms of the JV Agreement or such
        Operating Document, then Seller shall consent, and Rexam plc shall cause
        RBCA to
        consent, to such execution and delivery and such consummation shall hereby
        be
        consented to by Seller and RBCA and any corresponding Breach shall be
        waived.
  49
  **Section** **** **6** **.** **13**  **Insurance** **.**
 
 (a)Buyer
        acknowledges and agrees that effective with the Closing all Insurance Coverage
        provided to the Acquired Companies by Seller or any Affiliate of Seller (other
        than an Acquired Company) shall terminate and no further Liability shall
        arise
        under any of such Insurance Coverage except that Seller shall cooperate with
        Buyer to ensure that the Acquired Companies shall have the benefits of coverage,
        if any, under such policies with respect to insured events occurring on or
        before the Closing Date.
 
 (b)Seller
        and Buyer agree that all claims with respect to insured events occurring
        prior
        to the Closing shall be administered in accordance with the terms of the
        policies and coverage applicable to such claims. Buyer shall pay any costs
        of
        deductible and self-insured retentions related to such policies and coverage
        if
        such claim is a claim against an Acquired Company, provided that if such
        claim
        results in a Loss which, as finally determined pursuant to Article X,
        results in Seller making an indemnity payment to a Buyer Indemnified Party,
        then
        Seller shall pay fifty percent (50%) of the cost of any deductible and self
        insured retention. Seller shall, or shall cause the appropriate Acquired
        Company
        to, promptly and timely file all claims known by Seller or the Acquired
        Companies prior to the Closing Date. Presently pending claims are listed
        onSchedule
        6.13.
        Buyer
        shall cooperate fully with Seller to enable it to comply with the requirements
        of the relevant insurance carrier and Buyer shall provide such information
        and
        assistance as Seller may reasonably request in connection with any such claim.
        Any monies received by Seller or any Affiliate of Seller as a result of such
        a
        claim shall be promptly paid over to Buyer.
 
 ( c )  Seller
        agrees to pay to Buyer (or to its designee) 50% of any refunds or rebates
        of any
        unearned premiums returned to Seller (or to its Affiliates) as a result of
        the
        removal of the Acquired Companies as of the Closing Date from any Insurance
        Coverage maintained by Seller (or by its Affiliates) for the benefit of the
        Acquired Companies. Any such amounts due to Buyer under this Section 6.13(c)
        shall be paid by Seller to Buyer within ten (10) Business Days after receipt
        of
        such funds by Seller.
 
 **Section** **6** **.** **14**  **ASRAC
        Foundation** **.**
 
 ( a )  The
        Acquired Companies and their respective employees participate in the employee
        savings plan arrangement sponsored for Seller and its Affiliates by the ASRAC
        Caja de Ahorro, A.C. (the “ ASRAC
        Foundation ”).
        For a
        period of up to two (2) years after the Closing, Seller shall allow the Acquired
        Companies’ employees as of the Closing Date to continue to participate, with
        full rights and privileges, in the ASRAC Foundation. After the Closing, the
        Acquired Companies shall indemnify Seller and its Affiliates for any unpaid
        past
        due principal or interest owing to the ASRAC Foundation resulting from the
        failure by any of the Acquired Companies’ employees to repay, when due, any
        indebtedness for borrowed money owing by such employee to the ASRAC Foundation
        (other than any indebtedness which, as of the Closing Date, has been written
        off
        or included within a reserve for bad debt). Each of the Acquired Companies
        shall
        cooperate to the extent reasonably required for the ASRAC
  50
  Foundation
        to deliver its services to such employees, including, but not limited to,
        providing any communications systems necessary for the delivery of such
        services. The ASRAC Foundation shall have the right, in its sole discretion,
        to
        amend its policies, as it deems appropriate; provided that
        such eliminations or modifications must also apply to employees of Seller
        and
        any of its Subsidiaries using the services of the ASRAC Foundation.
 
 ( b )  Upon
        the
        written request of Buyer, but in no event beginning later than two months
        prior
        to the second anniversary of the Closing, Seller, the Buyer Parties and the
        Acquired Companies shall cooperate in good faith to transition any of the
        Acquired Companies’ employees then using the services of the ASRAC Foundation
        from the ASRAC Foundation to a separate employee savings plan for such
        employees. Such cooperation shall include verification of account balances
        and
        completion of all necessary actions in connection with the transfer of funds
        to
        the Acquired Companies equal to the amounts to which the Acquired Companies’
        employees are entitled. In effecting the transfer, the parties will cooperate
        in
        good faith to account for outstanding employee loans, as required by the
        plan
        documents and applicable law. Such cooperation will also include the collection,
        by means of payroll deductions, of amounts due to the ASRAC
        Foundation.
 
 ( c )  At
        or
        prior to Closing, Seller shall cause the Acquired Companies to transfer any
        partnership interest ( *parte
        social* )
        of the
        ASRAC Foundation owned by any of them to Seller or one of its Affiliates
        for no
        further consideration.
 
 **Section** **6** **.** **15**  **Licensed
        Company Intellectual Property Rights** **.**
 
 The
        Buyer
        Parties acknowledge that after the Closing, except as provided in the
        Transitional Services Agreement and subject to Section 6.17 relating to the
        use
        of names following the Closing, the Acquired Companies will have no right
        or
        interest in, nor any right to use, any Intellectual Property that is identified
        as licensed on Schedule
        6.15 (such
        Intellectual Property referred to herein as the “ Excluded
        Intellectual Property ”).
        Promptly after the Closing, the Acquired Companies shall deliver any written
        and
        electronic material in their possession relating to any Excluded Intellectual
        Property. With respect to the Excluded Intellectual Property used in the
        operation of the Business, Seller, for itself and on behalf of its Affiliates,
        hereby grants to the Acquired Companies, to the extent it has any rights
        therein, a nonexclusive, royalty-free, fully-paid up, and irrevocable license
        which shall be effective for a period of five (5) years from and after the
        Closing Date to ( i )
        use,
        reproduce, modify or display the Excluded Intellectual Property in connection
        with the operation of the Business carried on at the Real Property, and
        ( ii )
        to
        improve, create derivative works and modify the Excluded Intellectual Property
        in connection with such uses; provided ,
        however, that such right and license may not be transferred by the Acquired
        Companies to a third party, other than any Person that purchases all or part
        of
        the Business of the Acquired Companies, or the Acquired Companies. To the
        extent
        that Provider or any of its Affiliates have any rights to any enhancements,
        modifications or customizations to any of the software that is used in the
        Business (“ Enhancements ”),
        then
        such Enhancements shall also be subject to the license provided under this
        Section 6.15. Upon the termination of the Transition Services Agreement,
        at the
        option of Vitro Corporativo, Seller shall, or shall cause its Affiliates
        to,
        either provide the Acquired Companies with the source code
  51
  for
        such
        Enhancements and any documentation related thereto in Seller’s or its
        Affiliate’s possession or extend support services to the Acquired Companies so
        as to make such Enhancements available to the Acquired Companies for the
        balance
        of the five year term of the license provided hereunder; provided, however,
        that
        if Seller or Vitro Corporativo no longer uses the underlying software or
        no
        longer provides support services to any other Person with respect to the
        underlying software, Seller and its Affiliates shall have no obligation to
        extend support services. Such use of the Enhancements made available through
        an
        extension of support services shall be without cost to the Acquired Companies
        except for modifications to the Enhancements which will be made available
        upon
        the payment of a commercially reasonable fee based upon Seller’s (or its
        Affiliate’s) actual costs for making such modifications.
 
 **Section** **6** **.** **16**  **Leased
        Equipment** **.**
 
 The
        Properties listed on Schedule
        6.16 (the
“ Leased
        Equipment ”)
        are
        equipment leased from a third party by Vitro Corporativo for the benefit
        of the
        Acquired Companies. Any payments relating to the Leased Equipment (or
        substitutes therefor) for periods after the Closing (including, but not limited
        to, lease breakage costs, purchase prices and lease payments after the
        termination of the Transition Services Agreement), shall be the responsibility
        of the Acquired Companies. Seller agrees to ensure that Vitro Corporativo
        will
        not terminate any of the leases for the Leased Equipment prior to the expiration
        of their stated terms without the prior written consent of the Buyer
        Parties.
 
 **Section** **6** **.** **17**  **Names;
        Trade of Service Marks** **.**
 
 ( a )  The
        Buyer
        Parties shall, within 30 days after the Closing, cause the name of each Acquired
        Company to be changed to a name selected by the Buyer Parties that does not
        include the name or words “Vitro American”, “Vancan”, “Vitro” or any variants
        thereof.
 
 ( b )  Following
        the Closing, no Buyer Party or any of its Affiliates (including each Acquired
        Company) shall use or permit their respective distributors to use any names
        including or similar to “Vitro American”, “Vitro”, Seller’s “V block” logo or
        any variants thereof (collectively, “ Seller’s
        Marks ”)
        or
“Vancan”. Notwithstanding the foregoing, Seller hereby grants to Buyer and the
        Acquired Companies, and Buyer and the Acquired Companies hereby accept, a
        worldwide, royalty-free, non-exclusive license to use “Vancan” as the trademark,
        service mark, logo, slogan, trade dress, corporate name and/or trade name
        of any
        one or more of the Acquired Companies in connection with the Business for
        the
        use and sell-off of any of
        the
        following Properties that bear or reflect “Vancan” as it exists as of the
        Closing Date: (a)inventories
        of products, packaging, labels, signage, advertising and sales literature,
        stationery, letterhead, corporate documents or any other business materials and
        (b)printing
        plates. The licenses granted under this Section 6.17 shall be for
        a period
        (x) of up to 180 days from the Closing Date and for only immaterial use
        thereafter for purposes of Section 6.17(a), and (y) equal to the lesser of
        one
        year from the Closing Date and such time as a printing plate may have become
        obsolete or no longer useful to the Acquired Companies and only for immaterial
        use thereafter for purposes of Section 6.17(b); provided in all circumstances
        that:
  52
  ( i )  Such
        use
        is strictly the same as existed prior to the Closing Date;
 
 ( ii )  The
        services and goods rendered and all goods produced, distributed or sold under
        “Vancan” are of at least equal quality standards as were maintained by the
        Acquired Companies prior to the Closing Date;
 
 ( iii )  Seller,
        through a mutually agreed upon accounting firm or professional inspector
        of
        goods, shall have the right to inspect the Acquired Companies’ operations and
        evaluate products to ensure compliance with this Section; and
 
 ( iv )  The
        Buyer
        Parties and the Acquired Companies shall discontinue the use of packaging,
        labels and sales literature containing “Vancan” as soon as practicable after the
        Closing Date.
 
 ( c )  Each
        Buyer Party acknowledges that Seller’s Marks and “Vancan” are the property of
        Seller and agree on behalf of themselves and their Affiliates (including
        the
        Acquired Companies) that they will (i) not intentionally take any action
        inconsistent with such ownership, (ii) will not use, register or seek to
        register any trademark or trade name which is a variant of Seller’s Marks or
“Vancan”, (iii) identify and use Seller’s Marks and “Vancan” in accordance with
        any applicable Laws or standards as may be appropriate to protect the validity
        and strength of Seller’s Marks or as may be reasonably requested by
        Seller.
 
 ( d )  Following
        the Closing, neither Seller nor any of its Affiliates shall use or permit
        their
        respective distributors to use, register or seek to register any trademark
        or
        trade name using the name “Vancan” or any variant thereof.
 
 **Section** **6** **.** **18**  **Updating
        Schedules** **.**
 
 Seller
        shall be entitled to update, amend or modify the Schedules to this Agreement
        after the date hereof to the Closing Date (the “ Update
        Period ”)
        to
        reflect factors, circumstances or events first arising or, in the case of
        representations given to Seller’s Knowledge, becoming known to Seller during the
        Update Period by providing Buyer with written notice setting forth the proposed
        update and specifying the Schedule or Schedules to be updated thereby; provided , however ,
        that if
        any such Schedules are updated, amended or modified in a manner that discloses
        any matter or circumstance that has or could reasonably be likely to have,
        either individually or in the aggregate with all prior updates, amendments
        or
        modifications made to the Schedules pursuant to this Section
        6.18 ,
        and any
        other conditions to Closing not satisfied, a Company Material Adverse Effect,
        Buyer may immediately terminate this Agreement pursuant to Section 
        8.1(f).
        To the extent any matter disclosed in such update (whether individually or
        taken
        together with other matters disclosed in other updates and any other
        misrepresentations) causes a Buyer Indemnified Party to incur a Loss after
        the
        Closing Date and Buyer does not elect to terminate this Agreement, Buyer
        shall
        be entitled to seek indemnification for such Loss pursuant to
        Article IX or
        Article X hereof
        as though such update had not been made.
 
  53
  **ARTICLE** **VII**
 **CONDITIONS** **TO CLOSING**
 
 **Section** **7****.****1****Conditions
        to Each Party’s Obligation to Effect the Closing****.**
 
 The
        respective obligation of each of the Parties to effect the Closing shall
        be
        subject to the satisfaction on the Closing Date of each of the following
        conditions:
 
 (a)Statutes;
        Court Orders.
        No Law
        shall have been enacted or promulgated by any Governmental Entity having
        jurisdiction which prohibits the consummation of the Closing and there shall
        be
        no Order in effect precluding consummation of the Closing;providedthat the
        Parties shall use their commercially reasonable efforts to have any such
        Order
        vacated or lifted; and
 
 (b)Antitrust
        Approval.
        Any
        Consents or actions of or by any Antitrust Administrator set forth onSchedule 7.1(b)shall
        have been obtained and shall be in form and substance reasonably satisfactory
        to
        Buyer and Seller.
 
 **Section** **7****.****2****Conditions
        to Obligations of Buyer to Effect the Closing****.**
 
 The
        obligations of Buyer to consummate the Closing shall be subject to the
        satisfaction on the Closing Date of each of the following
        conditions:
 
 (a)Representations
        and Warranties.
        Taken
        individually and collectively, the representations and warranties of Seller
        set
        forth in this Agreement that are subject to materiality qualifications,
        including references to a Company Material Adverse Effect, shall be true
        and
        correct in all respects at and as of the Closing Date and the representations
        and warranties of Seller set forth in this Agreement that are not subject
        to
        materiality qualifications shall be true and correct in all material respects
        at
        and as of the Closing (unless made as of a specified date, in which case
        as of
        such date).
 
 (b)Breach
        by Seller.
        Seller
        shall not have failed to perform in any material respect any obligation or
        to
        comply in any material respect with any covenant or agreement to be performed
        or
        complied with by it under this Agreement prior to the Closing.
 
 (c)Deliveries
        by Seller.
        Seller
        shall have delivered to Buyer those items required by Section 3.2
        hereof.
 
 (d)No
        Actions.
        There
        shall not have been commenced or threatened against Buyer, or against any
        Affiliate of Buyer, any Action (i) involving any challenge to, or
        seeking
        damages or other relief in connection with, any of the Transactions or (ii)
        that
        may have the effect of preventing, delaying, making illegal, imposing
        limitations or conditions on or otherwise interfering with any of the
        Transactions.
  54
  (e)Company
        Material Adverse Effect.
        Nothing
        shall have occurred after the date of this Agreement which, individually
        or in
        the aggregate, has had or would reasonably be expected to have a Company
        Material Adverse Effect.
 
 **Section** **7****.****3****Conditions
        to Obligations of Seller to Effect the Closing****.**
 
 The
        obligations of Seller to consummate the Closing shall be subject to the
        satisfaction on or prior to the Closing Date of each of the following
        conditions:
 
 (a)Representations
        and Warranties.
        Taken
        individually and collectively, the representations and warranties of the
        Buyer
        Parties set forth in this Agreement that are subject to materiality
        qualifications, including references to a Company Material Adverse Effect,
        shall
        be true and correct in all respects at and as of the Closing Date and the
        representations and warranties of the Buyer Parties set forth in this Agreement
        that are not subject to materiality qualifications shall be true and correct
        in
        all material respects at and as of the Closing (unless made as of a specified
        date, in which case as of such date).
 
 (b)Breach
        by a Buyer Party.
        Neither
        Buyer Party shall have failed to perform in any material respect any material
        obligation or to comply in any material respect with any covenant or agreement
        to be performed or complied with by it under this Agreement.
 
 (c)Deliveries
        by the Buyer Parties.
        The
        Buyer Parties shall have delivered to Seller those items required by
        Section 3.3 hereof.
 
 (d)No
        Actions.
        There
        shall not have been commenced or threatened against Seller, or against any
        Affiliate of Seller, any Action (i) involvingany
        challenge to, or seeking damages or other relief in connection with, any
        of the
        Transactions or (ii) that may have the effect of preventing, delaying, making
        illegal, imposing limitations or conditions on or otherwise interfering with
        any
        of the Transactions.
 
 **ARTICLE** **VIII**
 **TERMINATION**
 
 **Section** **8****.****1****Termination****.**
 
 This
        Agreement may be terminated at any time prior to the Closing Date:
 
 (a)By
        the
        mutual written consent of Buyer and Seller;
 
 (b)By
        Buyer
        or Seller if any Governmental Entity shall have issued an Order or taken
        any
        other action (which Order or other action the Parties shall use their
        commercially reasonable efforts to lift) which permanently restrains, enjoins
        or
        otherwise prohibits the consummation of the Transactions and such Order or
        other
        Action shall have become final and non-appealable;
  55
  (c)By
        either
        Buyer or Seller if the Closing shall not have occurred on or prior to October
        31, 2004, and such Party is not in material Breach of this Agreement at the
        time
        such Party terminates this Agreement;
 
 (d)By
        Seller
        if a Buyer Party shall have Breached in any material respect any of its
        representations, warranties, covenants or other agreements contained in this
        Agreement, which would give rise to the failure of a condition set forth
        in
        Article VII, and which Breach cannot be or has not been cured within
        thirty (30) days after the giving of written notice by Seller to Buyer
        specifying such Breach; or
 
 (e)By
        Buyer
        if the Seller shall have Breached any representation, warranty, covenant
        or
        other agreement contained in this Agreement which would give rise to the
        failure
        of a condition set forth in Article VII, which Breach cannot be or
        has not
        been cured within thirty (30) days after the giving of written notice by
        Buyer
        to Seller specifying such Breach.
 
 ( f )  By
        Buyer
        pursuant to Section 6.18 hereof.
 
 **Section** **8****.****2****Effect
        of Termination****.**
  In
        the
        event of the termination of this Agreement by any Party pursuant to the terms
        of
        this Agreement, this Agreement shall forthwith terminate and have no further
        force and effect, except that (a) the covenants and agreements set forth
        in Section 6.4 ,
        this Section 8.2 and Section 11.1 ,
        shall
        survive such termination indefinitely, and (b) nothing in this Section 8.2 shall be
        deemed to release any Party from any Liability for any Breach by such Party
        of
        the terms and provisions of this Agreement or to impair the right of any
        Party
        to compel specific performance by another Party of its obligations under
        this
        Agreement.
 
 **ARTICLE** **IX**
 **TAX
        MATTERS**
 
 **Section** **9****.****1****Tax
        Sharing Agreements with the Acquired Companies****.**
 
 Any
        tax
        sharing agreement between Seller and any Affiliate of Seller (other than
        each of
        the Acquired Companies) on the one hand, and an Acquired Company, on the
        other
        hand, is terminated as of the Closing Date and will have no further effect
        for
        any taxable year (whether the current year, a future year, or a past year),
        and
        no Acquired Company shall have any further Liability with respect
        thereto.
 
 **Section** **9****.****2****Contests****.**
 
 For
        purposes of this Agreement, a “Contest” is any audit or court proceeding with
        respect to any Tax matter that affects any Acquired Company. Buyer shall,
        at its
        election, have the right to represent an Acquired Company’s interests in any
        Contest relating to a Tax matter arising in a period ending on or before
        the
        Measurement Date, to employ counsel of its choice at its expense and to control
        the conduct of such Contest, including settlement or other disposition thereof;
        provided, however, that Seller shall (i) control Contests relating
        to any
        consolidated or combined
  56
  Tax
        Returns filed by it with respect to which any Acquired Company is a member
        and
        (ii) have the right to participate in any other contest relating to
        a Tax
        matter that may result in liability to Seller under Section 9.4 and
        consult
        with Buyer regarding any such Contest and no settlement or other disposition
        of
        any issue affecting any Acquired Company in such a Contest shall be made
        without
        prior approval of Seller (or Buyer with respect to a Contest which Seller
        controls), which approval may not be unreasonably withheld. Buyer shall give
        written notice to Seller of the existence of any Contest relating to a Tax
        matter that may result in liability to Seller under Section 9.4 (and
        Seller
        shall give written notice to Buyer in the case of a Contest in which Seller
        controls) within ten (10) Business Days from the receipt of any written notice
        of such Contest, but no failure to give such notice shall relieve Seller
        or
        Buyer, as applicable, of any Liability hereunder (except to the extent that
        such
        failure causes a detriment to the other Party). Each Party agrees to cooperate
        with each other and their representatives in a prompt and timely manner in
        connection with any such Contest. Such cooperation shall include making
        available to the other Party, during normal business hours, all books, records,
        Tax Returns, documents, files, other information (including working papers
        and
        schedules), officers or employees (without substantial interruption of
        employment) or other relevant information necessary or useful in connection
        with
        any Contest requiring any such books, records and files.
 
 **Section** **9****.****3****Cooperation****.**
 
 Buyer
        and
        Seller shall make available to the other, as reasonably requested, and to
        any
        taxing authority in the event requested by the other, all information, records
        or documents relating to Tax Liabilities or potential Tax Liabilities of
        the
        Acquired Companies for all periods ending on or prior to the Measurement
        Date or
        ending after the Measurement Date but commencing prior to the Measurement
        Date,
        and shall preserve all such information, records, and documents until the
        expiration of any applicable statute of limitations or extensions thereof.
        Buyer
        and Seller shall prepare and provide to the other any federal, state, local
        or
        foreign tax information package requested by the other or its Affiliate for
        their use in preparing the Tax Returns required to be filed by such Party
        or its
        Affiliate for the taxable year in which the Closing occurs. Such tax information
        packages shall be completed and provided within 90 days after the end of
        the
        taxable year in which the Closing Date occurs. Each Party will compensate
        the
        other for the reasonable out-of-pocket costs and expenses of providing
        information, rendering assistance or preparing returns for taxable periods
        (or
        portions thereof) for which the other is responsible.
 
 **Section** **9****.****4****Taxes****.**
 (a)Buyer
        shall prepare, or cause to be prepared, and shall file, or cause to be filed,
        all Tax Returns of the Acquired Companies required to be filed after the
        Closing
        Date.Except
        as required by law, Buyer will take no position on such returns that relate
        to
        the Acquired Companies that would adversely affect in a material way theSeller.
        Except as otherwise provided in this Section 9.4, from and after the
        Closing Date, Buyer and the Acquired Companies shall be responsible for the
        payment or discharge of all Taxes imposed on the Acquired Companies (including
        costs or expenses related thereto) and shall indemnify, defend and hold Seller
        and its Affiliates harmless from any and all Taxes that are Buyer’s
        responsibility
  57
  pursuant
        hereto. Any indemnity payment required to be made by Buyer pursuant to this
        Section 9.4(a) shall be made within 30 days of written notice from
        Seller.
 
 ( b )  Subject
        to the Cap Amount in Section 10.5(a), Seller agrees to indemnify Buyer and
        the
        Acquired Companies from and against fifty percent (50%) of any Taxes, interest
        on Taxes or Tax penalties (including costs or expenses related thereto)
        attributable to a Tax period ending on or before the Measurement Date or
        a
        Partial Period (defined below); provided, however, that Seller shall have
        no
        obligation to so indemnify Buyer and the Acquired Companies to the extent
        any
        such Liability is (i) reflected in the calculation of the Total Purchase
        Price or (ii) a result of elections or filings made by or actions
        of Buyer
        or the Acquired Companies. Any indemnity payment required to made pursuant
        to
        this Section 9.4(b) shall be made in accordance with Section 9.4(c).
        Notwithstanding any provision herein to the contrary, the indemnity provided
        under this Section 9.4(b) shall not be subject to any limitation as to time
        or
        amount other than the Cap Amount limitation under Section 10.5(a).
 
 (c)For
        the
        sole purpose of appropriately apportioning any Taxes relating to a taxable
        period that includes (but that would not end on) the Measurement Date (a
        “Straddle
        Period”),
        the
        portion of such Tax that is attributable to the Acquired Companies for the
        part
        of the Straddle Period that ends on the Measurement Date (a “Partial
        Period”)
        shall
        be (i) in the case of a Tax that is not based on net income, sales, use or
        IVA,
        the total amount of such Tax for the Straddle Period multiplied by a fraction,
        the numerator of which is the number of days from the beginning of the Straddle
        Period to and including the Measurement Date and the denominator of which
        is the
        total number of days in the Straddle Period, and (ii) in the case of a Tax
        that
        is based on net income, sales, use or IVA, the Tax that would be due with
        respect to the Partial Period, if the Partial Period were a full taxable
        period,
        apportioning income, sales, gain, expenses, loss, deductions and credits
        equitably based on an interim closing of the books (for example, the
        benefits of lower Tax brackets and other similar benefits shall be apportioned
        in making the calculation of such allocated portions using the method under
        clause (i), above). Buyer shall submit its calculation (along with reasonably
        sufficient documentation supporting its calculations) of the amount of Tax
        Liability for which Seller shall be liable pursuant to Section 9.4(b) within
        ten
        (10) Business Days after Buyer’s payment of the entire Tax. Unless Seller
        notifies Buyer within thirty (30) days that it disagrees with Buyer’s
        calculations, Seller shall pay Buyer in immediately available funds the amount
        of Tax Liability shown on such calculation within thirty (30) days following
        its
        receipt of the calculation and documentation delivered by Buyer**.**If
        Seller
        has notified Buyer of its disagreement with the Tax amounts calculated, Buyer
        and Seller will use their best efforts to reach an agreement with the respect
        to
        the amount of Tax Liability for which they shall be liable. Promptly upon
        reaching an agreement, Seller shall submit the revised Tax Liability and
        supporting calculations to Buyer. Seller shall pay Buyer in immediately
        available funds the amount of the revised Tax Liability within thirty (30)
        days
        of following the date of agreement. If Buyer and Seller are unable to reach
        an
        agreement on the allocation of Tax Liability, the parties shall jointly retain
        an independent accounting firm to review such allocation and make a
        determination of the allocation. The determination made by such accounting
        firm
        shall be final.
  58
  **Section** **9** **.** **5**  **Tax
        Refunds** **.**
 
 Seller
        agrees to pay Buyer amounts received by Seller from a Governmental Entity
        for
        the account of an Acquired Company equal to (i) any Tax refund reflected
        on the
        Measurement Date Financial Statements, (ii) any Tax refund for the account
        of an
        Acquired Company for taxable periods (or portions thereof) beginning after
        the
        Measurement Date or attributable to Seller’s utilization of a tax attribute of
        an Acquired Company, where such refund is not reflected on the Measurement
        Date
        Financial Statements and (iii) fifty percent (50%) of any Tax refund for
        Taxes
        of an Acquired Company for taxable periods (or portions thereof) ending on
        or
        before the Measurement Date, where such refund is not reflected on the
        Measurement Date Financial Statements. For each such refund, the amount shall
        be
        paid by Seller on the later of the Closing Date or the date that is ten (10)
        Business Days following the date on which such refund is received by Seller.
        For
        purposes of this Section 9.5, Seller shall be deemed to have received a refund
        if such refund is credited to the account of Seller or otherwise applied
        to
        offset a Tax or other obligation of Seller.
 
 **Section** **9****.****6****Survival****.**
 
 All
        obligations under this Article IX shall survive the Closing hereunder and
        continue until sixty (60) days following the expiration of the period of
        limitations applicable to the related Tax.
 
 **Section** **9** **.** **7**  **Exclusive
        Remedy; Clarification** **.**
 
 In
        the
        event of any conflict between the provisions of this Article IX and any other
        provisions of this Agreement, including Section 10.2(b), this Article
        IX
        shall be controlling with respect to any claim for indemnification for Taxes.
        For purposes of clarity, if this Article IX applies to the payment
        of any
        Tax, then no indemnification is available under any other provisions of this
        Agreement for such Tax.
 
 **Section** **9** **.** **8**  **Vancan
        Spinoff** **.**
 
 Notwithstanding
        the foregoing, Seller shall indemnify and hold harmless and defend the Buyer
        Indemnified Parties (as defined in Section 10.2) from and against 50% of
        any and
        all Tax Losses suffered or incurred by an Acquired Company as a result of
        any
        Tax being assessed against an Acquired Company in connection with the Vancan
        Spinoff, including any Tax arising out of the registration of real property
        transferred in connection with the Vancan Spinoff; provided that this Section
        9.8 shall not apply to any such Loss suffered or incurred by Buyer in its
        capacity as shareholder at the time of the Vancan Spinoff. Notwithstanding
        any
        provision herein to the contrary, the indemnity provided under this Section
        9.8
        shall not be subject to any limitation as to amount.
  59
  **ARTICLE** **X**
 **SURVIVAL
        AND INDEMNIFICATION**
 
 **Section** **10****.****1****Survival****.**
 
 Subject
        to Section 10.7 hereof, the Parties agree that their respective
        representations and warranties, covenants and agreements contained in this
        Agreement shall survive the Closing.
 
 **Section** **10****.****2****Indemnification
        by Seller****.**
 
 Subject
        to the other provisions of this Article X and to Article IX which shall be
        controlling with respect to indemnities for Taxes, Seller shall indemnify
        and
        hold harmless and defend the Buyer Parties, the Acquired Companies and each
        of
        their stockholders, directors, officers, employees, representatives, agents,
        successors and assigns (collectively referred to herein as the “ Buyer
        Indemnified Parties ”
        and
        individually as a “ Buyer
        Indemnified Party ”)
        from
        and against:
 
 ( a )  100%
        of
        any and all Losses suffered or incurred by the Buyer Indemnified Parties
        as a
        result of, arising out of or in connection with any Breach of a Representation
        by Seller (A) if such Breach or Loss relates to bad faith or fraud on the
        part
        of Seller (B) if such Breach relates to a representation or warranty made
        in
        Section 4.1, 4.2, 4.3, 4.4. 4.5, 4.6 or 4.8(c)(i); provided, that with respect
        to any Breach of a Representation made in Section 4.8(c)(i), the parties
        agree
        and acknowledge that the calculation of the amount of Losses of the Buyer
        Indemnified Parties shall exclude 50% of the amount by which the Measurement
        Date Indebtedness was understated;
 
 ( b )  50%
        of
        any and all Losses suffered or incurred by the Buyer Indemnified Parties
        as a
        result of, arising out of or in connection with a Breach of a Representation
        by
        Seller that is not otherwise addressed in Section 10.2(a) above;
 
 (c)100%
        of
        any and all Losses suffered or incurred by the Buyer Indemnified Parties
        as a
        result of, arising out of or in connection with the failure by Seller to
        perform
        any covenant or agreement of Seller under this Agreement, or under any schedule,
        certificate or agreement furnished to Buyer by Seller pursuant to this
        Agreement;
 
 ( d )  50%
        of
        any and all Losses suffered or incurred by the Buyer Indemnified Parties
        as a
        result of, arising out of or in connection with any claim by La Constancia
        arising out of products shipped prior to the Closing Date; and
 
 ( e )  50%
        of
        any and all Losses suffered or incurred by the Buyer Indemnified Parties
        as a
        result of, arising out of or in connection with any claim asserted against,
        or
        any Liability or obligation of, an Acquired Company which relate to those
        matters set forth on Schedule
        10.2(f) .
  60
  **Section** **10****.****3****Indemnification
        by Buyer Parties****.**
 
 Subject
        to the other provisions of this Article X and to Article IX which shall be
        controlling with respect to indemnities for Taxes, Buyer Parties shall, jointly
        and severally, indemnify and hold harmless Seller and each of its stockholders,
        directors, officers, employees, representatives, agents, successors and assigns
        (collectively referred to herein as the “ Seller
        Indemnified Parties ”
        and
        individually as a “ Seller
        Indemnified Party ”)
        from
        and against any and all Losses suffered or incurred by such Indemnified Party
        after the Closing as a result of, or arising out of or in connection
        with:
 
 (a)A
        Breach
        of a Representation by Buyer;
 
 (b)The
        failure by Buyer to perform any covenant or agreement of Buyer under this
        Agreement or under any schedule, certificate or agreement furnished to Seller
        by
        Buyer pursuant to this Agreement; and
 
 (c)  Any
        further Loss arising out of the Existing REC to the extent such Loss exceeds
        the
        Obligation of Seller under Section 6.5.
 
 **Section** **10****.****4****Method
        of Asserting Claims****.**
 
 All
        claims for indemnification by any Indemnified Party under this Article X
        shall
        be asserted and resolved as follows:
 
 (a)Third
        Party Claims.
        If any
        claim or demand in respect of which an Indemnified Party might seek indemnity
        under this Article X is asserted against such Indemnified Party by a Person
        (a
“Third
        Party Claim”),
        the
        Indemnified Party shall give written notice (the “Third
        Party Claim Notice”)
        and
        the details thereof including an estimate of the claimed Losses (if known
        and
        quantifiable), copies of all relevant pleadings, documents and information
        to
        the Indemnifying Party within a period of thirty (30) days following
        the
        assertion of the Third Party Claim against the Indemnified Party (the
“Third
        Party Claim Notice Period”)providedthat the
        failure to so notify the Indemnifying Party within the Third Party Claim
        Notice
        Period shall not relieve the Indemnifying Party of its obligations hereunder
        except to the extent such failure shall have prejudiced the Indemnifying
        Party.
        Within twenty (20) days after its receipt of the Third Party Claim
        Notice
        by the Indemnifying Party, the Indemnifying Party shall, in writing, either
        acknowledge or deny its obligations to indemnify and defend under this Article
        X, which response shall be final and irrevocable; provided that if the
        Indemnifying Party shall fail to timely deny its obligations to so indemnify
        and
        defend, it shall be deemed to have irrevocably acknowledged its obligation
        to so
        indemnify and defend unless such delay does not prejudice the rights of the
        Indemnified Party.
 
 If
        the
        Indemnifying Party acknowledges (or is deemed to acknowledge) its obligations
        to
        indemnify and defend the Indemnified Party against the Third Party Claim,
        then
        the Indemnifying Party shall defend such Third Party Claim by all appropriate
        proceedings, which proceedings will be diligently prosecuted to a final
        conclusion or will be settled, at the discretion
  61
  of
        the
        Indemnifying Party; provided , however ,
        that
        the Indemnifying Party shall not enter into any settlement that imposes
        injunctive or other equitable relief against the Indemnified Party or does
        not
        fully and finally release the Indemnified Party from all Liability, unless
        consented to by the Indemnified Party. The Indemnified Party will cooperate
        fully in such defense, including by making available to the Indemnifying
        Party
        all books, records and documents within the Indemnified Party’s control or that
        it can reasonably obtain relating to the Third Party Claim, and all costs
        or
        expenses incurred by it at the request of the Indemnifying Party shall be
        paid
        by the Indemnifying Party. The Indemnified Party may, at the Indemnifying
        Party’s cost and expense, at any time to prevent default or protect its
        interests file any pleadings or take any other action that the Indemnified
        Party
        reasonably believes to be necessary or appropriate to protect its interests
        due
        to the failure of the Indemnifying Party to diligently defend such Third
        Party
        Claim. The Indemnified Party, at its expense, may participate in, but not
        control, any defense or settlement of any Third Party Claim conducted by
        the
        Indemnifying Party pursuant to this Section 10.4(a).
 
 Notwithstanding
        anything herein to the contrary, the Indemnifying Party shall not be entitled
        to
        assume control of such defense (unless otherwise agreed to in writing by
        the
        Indemnified Party) and shall pay the fees and expenses of counsel retained
        by
        the Indemnified Party if (i) the claim for indemnification relates
        to or
        arises in connection with any criminal or quasi-criminal Action, indictment,
        allegation or investigation; (ii)  the claim seeks an injunction or
        equitable relief against the Indemnified Party; (iii) the Indemnified Party
        has
        been advised by counsel that a reasonable likelihood exists of a conflict
        of
        interest between the Indemnifying Party and the Indemnified Party; or (iv) 
        the Indemnifying Party failed or is failing to vigorously prosecute or defend
        such claim.
 
 (b)Other
        Claims.
        In the
        event any Indemnified Party should have a claim under this Article X against
        any
        Indemnifying Party that does not involve a Third Party Claim, the Indemnified
        Party shall promptly give written notice (the “Indemnity
        Notice”)
        and
        the details thereof, including an estimate of the claimed Losses (if known
        and
        quantifiable), copies of all relevant information and documents to the
        Indemnifying Party within a period of thirty (30) days following the
        discovery of the claim by the Indemnified Party (the “Claim
        Notice Period”);providedthat the
        failure to so notify the Indemnifying Party during the Claim Notice Period
        shall
        not relieve the Indemnifying Party of its obligations hereunder except to
        the
        extent such failure shall have prejudiced such Indemnifying Party. The
        Indemnifying Party will notify the Indemnified Party within a period of
        twenty (20) days after the receipt of the Indemnity Notice by the
        Indemnifying Party whether the Indemnifying Party disputes its Liability
        to the
        Indemnified Party under this Article X with respect to such
        claim.
 
 **Section** **10****.****5****Monetary
        Limitations on Indemnification****.**
 
 (a)Monetary
        Limitations.
        No
        amount of indemnity shall be payable by Seller in the case of a claim by
        any
        Buyer Indemnified Party under Section10.2(b)
        or by
        the Buyer Parties in the case of a claim by a Seller Indemnified Party under
        Section10.3(a)unless
        such Buyer Indemnified Party or Seller Indemnified Party has suffered or
        incurred Losses (without taking Seller’s obligation to pay 50% of certain of
        such Losses pursuant to Section 10.2(b) into account)
  62
  consisting
        of damages aggregating in excess of Five Hundred Thousand U.S. Dollars
        ($500,000) (the “ Threshold
        Amount ”)
        whereupon such Buyer Indemnified Party or Seller Indemnified Party shall
        be
        entitled to claim indemnification for the full amount of its Losses as otherwise
        provided for in Section 10.2(b) or Section 10.3(a), as applicable, including
        the
        Threshold Amount, provided that in
        no event shall the aggregate indemnity amount payable by any Indemnifying
        Party
        under Article IX, Section 10.2 (b)
        or
        Section 10.3(a) exceed 50% of the Total Purchase Price (the “ Cap
        Amount ”); provided , further ,
        that no
        Buyer Indemnified Party or Seller Indemnified Party shall make an individual
        indemnity claim under Section 10.2(b) or Section 10.3(a), with
        respect
        to a Loss that does not exceed Fifty Thousand U.S. Dollars ($50,000) (the
        “ De
        Minimis Amount ”); provided , however ,
        that in
        applying the De Minimis Amount there shall be aggregated two or more claims
        arising from the same occurrence or underlying facts which results in a Breach
        of the same representation or warranty.
 
 (b)Exchange
        Rate.
        For
        purposes of determining whether a Loss or all Losses suffered by a Buyer
        Indemnified Party or a Seller Indemnified Party exceeds the Threshold Amount
        and/or the Cap Amount, the Parties hereby agree and acknowledge that all
        calculations shall be made in U.S. Dollars and, where necessary, shall be
        converted into U.S. Dollars using the Exchange Rate as of the date that such
        Buyer Indemnified Party or Seller Indemnified Party delivers written
        notification to the Indemnifying Party that such Buyer Indemnified Party
        or
        Seller Indemnified Party is making an indemnity claim pursuant to the provisions
        of this ArticleX.
 
 **Section** **10****.****6****Exclusive
        Remedies****.**
 
 Following
        the Closing, the sole and exclusive remedies for any Party with respect to
        any
        claim relating to this Agreement, the Transactions or the facts and
        circumstances relating and pertaining hereto (other than in respect of an
        Ancillary Agreement) shall be governed by this Agreement (whether any such
        claim
        shall be made in Contract, breach of warranty, tort or otherwise); provided , however ,
        that
        the foregoing shall not limit the availability to any Party hereof of injunctive
        and other equitable relief, including specific performance.
 
 **Section** **10****.****7****Time
        Limits on Claims****.**
 
 ( a )  Except
        as
        provided in Section 10.7(b) below, no claim or Action shall be brought under
        this Article X hereto pursuant to Section 10.2(a), 10.2(b) or 10.3(a)
        more
        than eighteen months **** following
        the Closing Date.
 
 ( b )  Notwithstanding
        the foregoing, however, or any other provision of this Agreement:
 
 ( i )  There
        shall be no time limitation on claims or actions brought for Breach of a
        Representation made in or pursuant to Section 4.5 or Section 4.6,
        neither
        of which shall be subject to the time limitations in
        Section 10.7(a).
  63
  ( ii )  Any
        claim
        or Action brought for Breach of a Representation made in or pursuant to
        Section 4.15 may be brought at any time prior to the fifth anniversary
        of
        the Closing Date.
 
 ( iii )  Any
        claim
        or Action brought for Breach of a Representation made in or pursuant to
        Section 4.17 may be brought at any time until the later of (i) the
        expiration of the applicable statute of limitation under applicable Laws
        relating thereto and (ii) sixty (60) days after receipt by Buyer of
        a claim
        with respect to any such Breach if such notice is received by Buyer prior
        to the
        expiration of such statute of limitations.
 
 ( iv )  Any
        claim
        or Action brought for Breach of a Representation made in or pursuant to
        Section 4.18 may be brought at any time prior to the fifth anniversary
        of
        the Closing Date provided however, that this time limitation shall not be
        construed to affect the time period for indemnification pursuant to Article
        IX.
 
 ( c )  Any
        claim
        not made within the foregoing relevant time period shall expire and be forever
        barred thereafter, provided , however ,
        that if
        a Party is given written notice of a claim pursuant to Section 10.2(a),
        Section 10.2(b) or Section 10.3(a) with respect to a Breach of a
        representation and warranty before the end of the applicable survival period,
        such period shall continue as to such claim until such claim is finally
        resolved.
 
 **Section** **10** **.** **8**  **Tax
        Effect** **.**
 
 The
        liability of the Indemnifying Party with respect to any Loss shall be reduced
        by
        the tax benefit actually realized by the Indemnified Party as a result of
        any
        such Losses and shall include any tax detriment actually suffered by the
        Indemnified Party as a result of such Losses such that after giving effect
        to
        any such tax benefit or detriment, will make the Indemnified Party as
        economically whole as is reasonably practical with respect to the Losses
        upon
        which the Indemnified Party’s claim is based.
 
 **Section** **10** **.** **9**  **Insurance
        Effect** **.**
 
 Seller
        and Buyer each agree that an Indemnified Party shall first seek to recover
        any
        Losses covered by any insurance policy pursuant to the terms of such policy
        before seeking indemnification against an Indemnifying Party under Article
        IX or
        Article X. Subject to Section 6.13, the Liability of the Indemnifying Party
        with
        respect to any Loss shall be reduced by any insurance proceeds received by
        the
        Indemnified Party as a result of any such Losses.
 
 **Section** **10** **.** **10**  **Price
        Adjustment** **.**
 
 All
        amounts paid pursuant to Article IX or this Article X by one Party to another
        Party (other than interest payments) shall be treated by such Parties as
        an
        adjustment to the Total Purchase Price, to the extent permitted by Law. Such
        adjustment shall be allocated proportionally between the Acquired Companies
        (based on the original allocation of the Total Purchase Price) unless the
        circumstance giving rise to such payment under Article IX or
        Article
  64
  X
        relates
        in all significant respects to only one of the Acquired Companies, in which
        case
        such adjustment shall be made solely to the purchase price for the applicable
        Acquired Company.
 
 **Section** **10** **.** **11**  **Basis
        of Indemnity Claim** **.**
 
 To
        the
        extent that a Buyer Indemnified Party has a claim for indemnification against
        Seller which could be brought under Article IX and/or more than one subsection
        of Section 10.2, then such Buyer Indemnified Party may, in its sole discretion,
        elect to bring such indemnity claim under whichever section(s) or subsection(s)
        would provide it with the highest amount of recovery.
 
 **ARTICLE** **XI**
 **MISCELLANEOUS**
 
 **Section** **11****.****1****Fees
        and Expenses****.**
 
 Except
        for filing fees incurred in connection with the antitrust filing with the
        Mexican Federal Competition Commission, which will be borne by the Buyer
        Parties, all costs and expenses incurred in connection with the negotiation
        and
        preparation of this Agreement and the consummation of the Transactions shall
        be
        paid by the Party incurring such expenses, except as specifically provided
        to
        the contrary in this Agreement. The Buyer Parties, on the one hand, and Seller,
        on the other hand, agree to share equally any fine or penalty imposed by
        any
        Antitrust Administrator in connection with the parties’ investment in the
        Acquired Companies. Seller shall pay all income and transfer Taxes in respect
        of
        the Shares, if any, required to be paid in connection with the transfer of
        the
        Shares pursuant to the terms of this Agreement.
 
 **Section** **11****.****2****Equitable
        Remedies****.**
 
 Each
        of
        Seller and Buyer acknowledge and agree that the other Parties would be damaged
        irreparably in the event any of the provisions of this Agreement is not
        performed in accordance with its specific terms or is otherwise breached.
        Accordingly, each of Seller and Buyer agree that the other Parties shall
        be
        entitled to an injunction or injunctions to prevent Breaches of the provisions
        of this Agreement and to enforce specifically this Agreement and the terms
        and
        provisions hereof and thereof in any Action instituted in any court having
        jurisdiction over the Parties and the matter in addition to any other remedy
        to
        which they may be entitled pursuant hereto.
 
 **Section** **11****.****3****Further
        Assurances****.**
 
 In
        the
        event that at any time after the Closing any further action is necessary
        or
        desirable to carry out the purposes of this Agreement, each of the Parties
        will
        take such further action (including the execution and delivery of such further
        instruments and documents) as any other Party reasonably may
        request.
  65
  **Section** **11****.****4****Amendments****.**
 
 This
        Agreement may be amended, modified and supplemented in any and all respects,
        but
        only by a written instrument signed by all of the Parties expressly stating
        that
        such instrument is intended to amend, modify or supplement this
        Agreement.
 
 **Section** **11****.****5****Notices****.**
 
 All
        notices and other communications hereunder shall be in writing and shall
        be
        deemed given if mailed, delivered personally, telecopied (which is confirmed)
        or
        sent by an overnight courier service, such as FedEx, to the Parties at the
        following addresses (or at such other address for a Party as shall be specified
        by like notice):
 
 IF
                  TO SELLER
              Vitro,
                  S.A. de C.V.
                Av.
                  Ricardo Margain No. 400
                Col.
                  Valle del Campestre
                66250
                  Garza Garcia, N.L., Mexico
                Attn:Francisco
                  Romero
                Telephone:5281
                  863 1262
                Facsimile:5281
                  863 1372COPY
                  TO
              Cravath,
                  Swaine & Moore LLP
                825
                  Eighth Avenue
                New
                  York, NY 10023
                Attn:David
                  Mercado, Esq.
                Telephone:(212)
                  474-1000
                Facsimile:(212)
                  474-3700
   66
 
 IF
                  TO A BUYER PARTY:
              Rexam
                  plc
                4
                  Millbank
                London
                  SW1P 3XR
                Attn:David
                  Gibson
                Telephone:
                  44 207 227 4130
                Facsimile:
                  44 207 227 4139
                
                and
                
                Rexam
                  Overseas Holdings Limited
                c/o
                  Rexam Inc.
                4201
                  Congress Street
                Suite
                  340
                Charlotte,
                  North Carolina 28209
                Attn:Frank
                  C. Brown
                Telephone:(704)
                  551-1520
                Facsimile:(704)
                  551-1572COPY
                  TO:
              Moore
                  & Van Allen PLLC
                Bank
                  of America Corporate Center
                100
                  N. Tryon Street
                Suite
                  4700
                Charlotte,
                  North Carolina 28202-4003
                Attn:Stephen
                  D. Hope
                Telephone:(704)
                  331-1036
                Facsimile:(704)
                  331-1159
 
 Any
        Party
        may change the address to which notices to it are to be sent by giving notice
        of
        such change to the other Parties in accordance with this
        Section 11.5.
 
 **Section** **11****.****6****Counterparts****.**
 
 This
        Agreement may be executed in any number of counterparts, each of which shall
        be
        considered one and the same agreement and shall become effective when
        counterparts have been signed by each of the Parties and delivered to the
        other
        Parties.
 
 **Section** **11****.****7****Entire
        Agreement; No Third Party Beneficiaries****.**
 
 This
        Agreement, the Exhibits and Schedules hereto, the Ancillary Agreements
        and
        the agreements, documents and instruments delivered pursuant hereto contain
        the
        final, complete and exclusive statement of the agreement between the Parties
        with respect to the Transactions and all prior or contemporaneous Contracts
        with
        respect to the subject matter hereof are superseded hereby. This Agreement
        shall
        be binding upon and shall inure to the benefit of the Parties and their
        respective successors and permitted assigns. This Agreement shall not confer
  67
  any
        rights or benefits upon any Person other than the Parties and their respective
        successors and permitted assigns.
 
 **Section** **11** **.** **8**  **Waiver
        of Certain Provisions of the JV Agreement and Bylaws** **.**
 
 The
        Parties do hereby waive the application of Article 11 of the JV Agreement
        and
        Chapter V, Clause Eleven of the By-laws of the Acquired Companies to the
        execution, delivery and performance of this Agreement.
 
 **Section** **11****.****9****Severability****.**
 
 Any
        term
        or provision of this Agreement that is held by a court of competent jurisdiction
        or other authority to be invalid, void or unenforceable in any situation
        in any
        jurisdiction shall not affect the validity or enforceability of the remaining
        terms and provisions hereof or thereof or the validity or enforceability
        of the
        offending term or provision in any other situation or in any other jurisdiction.
        If the final judgment of a court of competent jurisdiction or other authority
        declares that any term or provision hereof or thereof is invalid, void or
        unenforceable, the Parties agree that the court or other authority making
        such
        determination shall have the power to reduce the scope, duration, area or
        applicability of the term or provision, to delete specific words or phrases,
        or
        to replace any invalid, void or unenforceable term or provision with a term
        or
        provision that is valid and enforceable and that comes closest to expressing
        the
        intention of the invalid or unenforceable term or provision.
 
 **Section** **11****.****10****Governing
        Law****.**
 
 This
        Agreement shall be construed interpreted, enforced and governed by and under
        the
        laws of the State of New York without regard to its choice of law
        rules.
 
 **Section** **11** **.** **11**  **Governing
        Language** **.**
 
 This
        Agreement and its attached Exhibits shall be executed and delivered in a
        text
        using English language. Any translations into a language, or languages, other
        than the English language, if made, shall not control and prevail in the
        event
        of any inconsistency with, or difference from, the English version of this
        Agreement executed by the Parties.
 
 **Section** **11****.****12****Arbitration****.**
 
 (a)Any
        dispute, controversy or difference arising out of or in connection with this
        Agreement or any transaction hereunder shall be finally settled under the
        International Arbitration Rules of the American Arbitration Association then
        in
        effect (the “Rules”)
        by
        three arbitrators. One arbitrator shall be chosen by each of Seller and Buyer
        (or, if a party fails to make a choice, by the American Arbitration Association
        on behalf of such party), and the two arbitrators so chosen shall mutually
        agree
        on the selection of the third arbitrator; provided, however, that in no event
        may a person be appointed as an arbitrator if such person is, or has at any
        time
        been, affiliated or employed by Seller, Buyer or any of their respective
        Affiliates. The
  68
  arbitrator’s
        award shall be final and binding on the Parties. The arbitration shall be
        conducted in English and shall take place in Dallas, Texas, U.S.A.
 ( b )  Once
        the
        arbitrators have been selected, a hearing date shall be set within
        forty five (45) days thereafter. Written submittals shall be
        presented
        and exchanged by the Parties fifteen (15) days before the hearing
        date,
        including reports prepared by experts upon whom any Party intends to rely.
        At
        such time the Parties shall also exchange copies of all documentary evidence
        upon which they will rely at the arbitration hearing and a list of the witnesses
        whom they intend to call to testify at the hearing. Each Party shall also
        make
        its respective experts available for deposition by the other Parties prior
        to
        the hearing date. The arbitrators shall make their award as promptly as
        practical after conclusion of the hearing.
 
 The
        arbitrators shall not be bound by any rules of evidence or civil procedure,
        but
        rather may consider such writings and oral presentations as reasonable
        businessmen would use in the conduct of their day-to-day affairs, and may
        require the Parties to submit some or all of their presentation orally or
        in
        written form as the arbitrators may deem appropriate. It is the intention
        of the
        Parties to limit live testimony and cross examination to the extent necessary
        to
        insure a fair hearing to the Parties on the matters submitted to arbitration,
        and to provide neither Party more than two complete business days to present
        its
        position. The Parties have included the foregoing provisions limiting the
        scope
        and extent of the arbitration with the intention of providing for prompt,
        economic and fair resolution of any dispute submitted to
        arbitration.
 
 (c)The
        arbitrators shall have the discretion to award the costs of arbitration,
        arbitrators’ fees and the respective attorneys’ fees of each Party between the
        Parties as they see fit. Judgment upon the award entered by the arbitrators
        may
        be entered in any court having jurisdiction thereof. The arbitrators shall
        make
        their award in accordance with applicable Law and based on the evidence
        presented by the Parties, and at the request of any Party at the start of
        the
        arbitration shall include in their award findings of fact and conclusions
        of
        Law. The arbitrators shall have the power to award relief both in law and
        equity, which would be available in a court having jurisdiction over the
        Parties
        and over the subject matter of the dispute. Such powers shall include the
        power
        to grant injunctions and require specific performance.
 
 (d)Any
        such
        dispute, controversy or difference settled in arbitration shall be subject
        to
        the statute of limitations which would be applicable to an action at law
        unless
        a longer survival period is expressly provided for herein.
 
 (e)Notwithstanding
        the procedures contained in this Section 11.12, either Party may apply
        to
        any court of competent jurisdiction (a) to enforce the agreement to arbitrate
        a
        Dispute, (b) to seek injunctive relief so as to maintain the status quo until
        the arbitration award is rendered or the Dispute is otherwise resolved, (c)
        to
        avoid the expiration of any applicable limitation period, (d) to preserve
        a
        superior position with respect to other creditors, (e) to protect its
        Confidential Information or Intellectual Property, or (f) to enforce an
        arbitration award. In any such proceeding, the Parties agree to accept service
        of process by mail at the addresses herein provided for notice.
  69
  **Section** **11****.****13****Extension****;
        Waiver****.**
 
 The
        failure of a Party hereto to require performance of any provision hereof
        or to
        assert any of its rights under this Agreement or otherwise shall in no manner
        affect its right at a later time to enforce the same. No waiver by a Party
        of
        any condition or any covenant, representation or warranty contained herein
        shall
        be effective unless in writing signed by or on behalf of such Party. No waiver
        in any one instance shall be deemed to be a further or continuing waiver
        in any
        other instance or a waiver of any other condition or covenant, representation
        or
        warranty. The failure of any Party to this Agreement to assert any of its
        rights
        under this Agreement or otherwise shall not constitute a waiver of those
        rights.
 
 **Section** **11****.****14****Assignability****.**
 
 Neither
        this Agreement nor any of the covenants and agreements herein or rights,
        interests or obligations hereunder shall be assigned by any of the Parties
        (whether by operation of Law or otherwise) without the prior written content
        of
        the other Parties. Any such purported assignment shall be null and void.
        Notwithstanding the foregoing, Buyer may assign its rights and obligations
        hereunder (including its right to purchase the Shares), in whole or in part,
        to
        any of its Affiliates without the Consent of any of the other Parties, provided ,
        that
        Buyer guarantees the obligations of such assignee by remaining obligated
        as an
        Indemnifying Party under Article X. Subject to the preceding sentences, this
        Agreement shall be binding upon, inure to the benefit of and be enforceable
        by
        the Parties and their respective successors and permitted assigns.
 
 **Section** **11****.****15****Captions****.**
 
 The
        captions herein are for convenience of reference only and shall not be construed
        as a part of this Agreement.
 
 **Section** **11****.****16****Exhibits
        and Schedules****.**
 
 Each
        Exhibit and Schedule hereto referred to in this Agreement is hereby incorporated
        herein by reference and shall be deemed and construed to be a part of this
        Agreement for all purposes.
 
 **Section** **11** **.** **17**  **Late
        Payments** **.**
 
 If
        any
        sum is due under this Agreement and is not paid when due, then that amount
        overdue shall be converted into U.S. Dollars using the Exchange Rate as of
        the
        date such amount was due to be paid and interest on the overdue amount shall
        accrue at an annual rate equal to the lesser of (A) the Specified Rate (as
        of
        the date such payment was due) and (B) the maximum amount permitted by
        applicable Law, beginning on the day following the due date and ending on
        the
        date prior to the date such payor makes such payment. Such interest shall
        accrued on a daily basis and be compounded quarterly.
 
 **SIGNATURE
        PAGES TO FOLLOW.**
  70
  IN
        WITNESS WHEREOF, this Purchase Agreement has been duly executed and delivered
        by
        the duly authorized officer of each Party, as of the date first above
        written.
 
 
 **REXAM
                  PLC**By:Name:Title:
 
 
 **REXAM
                  OVERSEAS HOLDING LIMITWED**By:Name:Title:
 
 
 **VITRO,
                  S.A. DE C.V.**By:Name:Title:
 
 
 
 
  71
  STATE
        OF
        _______________
 
 COUNTY
        OF
        _____________
 
 I,
        _______________________________, a Notary Public of the said County and State,
        do hereby certify that _______________________________,
        __________ of REXAM
        PLC ,
        a
        company organized under the laws of England and Wales, personally appeared
        before me this day and acknowledged the due execution of the foregoing
        instrument on behalf of said corporation.
 
 Witness
        my hand and official stamp or seal, this ____ day of _________________, 2004 .
 
 
 _________________________________________
 Notary
        Public
 
 My
        Commission Expires:
 
 _______________________
 
 [NOTARIAL
        SEAL]
 
  
 72
 
 STATE
        OF
        _______________
 
 COUNTY
        OF
        _____________
 
 I,
        _______________________________, a Notary Public of the said County and State,
        do hereby certify that _______________________________,
        ___________ of REXAM OVERSEAS HOLDINGS LIMITED ,
        a corporation
        organized under the laws of England and Wales, personally appeared before
        me
        this day and acknowledged the due execution of the foregoing instrument on
        behalf of said corporation.
 
 Witness
        my hand and official stamp or seal, this ____ day of ________________, 2004.
 
 
 _________________________________________
 Notary
        Public
 
 My
        Commission Expires:
 
 _______________________
 
 [NOTARIAL
        SEAL]
  73
  STATE
        OF
        _______________
 
 COUNTY
        OF
        _____________
 
 I,
        _______________________________, a Notary Public of the said County and State,
        do hereby certify that _______________________________,
        President of VITRO, S.A. DE C.V. ,
        a company
        organized under the laws of the United States of Mexico, personally appeared
        before me this day and acknowledged the due execution of the foregoing
        instrument on behalf of said corporation.
 
 Witness
        my hand and official stamp or seal, this ____ day of ________________, 2004.
 
 
 _________________________________________
 Notary
        Public
 
 My
        Commission Expires:
 
 _______________________
 
 [NOTARIAL
        SEAL]
  74