VITRO PLAN, S.A. DE C.V.,as Borrower

$45,000,000LOAN AGREEMENT 

Dated as of September 21, 2005

CERTAINLENDERS 

CREDIT SUISSE,as Arranger 

CREDIT SUISSE,acting through its Cayman Islands Branch,as Administrative Agent and Collateral Agent

 

 

 

**TABLEOF CONTENTS**

 
| Article 1. Definitions                                                            |
|-----------------------------------------------------------------------------------|
| Section 1.01. Certain Defined Terms                                               |
| Section 1.02. Accounting Terms And Determinations                                 |
| Article 2. Commitments, Etc.                                                      |
| Section 2.01. Loans                                                               |
| Section 2.02. Borrowing                                                           |
| Section 2.03. Fees.                                                               |
| Section 2.04. Several Obligations;          Certain Remedies Independent          |
| Section 2.05. Notes                                                               |
| Article 3. Payments Of Principal And Interest                                     |
| Section 3.01. Repayment Of          Loans                                         |
| Section 3.02. Interest.                                                           |
| Section 3.03. Optional Prepayments                                                |
| Section 3.04. Mandatory Prepayments                                               |
| Article 4. Payments, Etc.                                                         |
| Section 4.01. Payments.                                                           |
| Section 4.02. Pro Rata Payments                                                   |
| Section 4.03. Computations                                                        |
| Section 4.04. Certain Notices                                                     |
| Section 4.05. Non Receipt Of          Funds By The Administrative Agent           |
| Section 4.06. Sharing Of Payments.                                                |
| Article 5. Yield Protection, Etc.                                                 |
| Section 5.01. Additional Costs.                                                   |
| Section 5.02. Substitute Basis                                                    |
| Section 5.03. Illegality                                                          |
| Section 5.04. Compensation                                                        |
| Section 5.05. Taxes.                                                              |
| Article 6. Conditions Precedent                                                   |
| Section 6.01. Conditions To          Effectiveness                                |
| Section 6.02. Additional Conditions          To Borrowing                         |
| Article 7. [reserved]                                                             |
| Article 8. Representations And Warranties                                         |
| Section 8.01. Power And Authority                                                 |
| Section 8.02.  Due Authorization,          Etc                                    |
| Section 8.03. Governmental And          Other Approvals.                          |
| Section 8.04. Legal Effect                                                        |
| Section 8.05. Financial Statements                                                |
| Section 8.06. Ranking                                                             |
| Section 8.07. No Actions Or          Proceedings                                  |
| Section 8.08. Commercial Activity;          Absence Of Immunity                   |
| Section 8.09. Taxes                                                               |
| Section 8.10. Legal Form                                                          |
| Section 8.11. Liens                                                               |
| Section 8.12. Solvency                                                            |
| Section 8.13. Restrictions          On Upstreaming                                |
| Section 8.14. Not An Investment          Company                                  |
| Section 8.15. Material Agreements                                                 |
| Section 8.16. Properties.                                                         |
| Section 8.17. Disclosure                                                          |
| Article 9. Covenants Of The Borrower                                              |
| Section 9.01. Corporate Existence,          Etc                                   |
| Section 9.02. Compliance With          Law                                        |
| Section 9.03. Taxes                                                               |
| Section 9.04. Governmental          Authorizations                                |
| Section 9.05. Financial Statements,          Etc                                  |
| Section 9.06. Ranking                                                             |
| Section 9.07. Transactions          With Affiliates                               |
| Section 9.08. Line Of Business                                                    |
| Section 9.09. Merger, Etc                                                         |
| Section 9.10. Upstreaming                                                         |
| Section 9.11. Hedge Agreements                                                    |
| Section 9.12. Negative Pledge                                                     |
| Section 9.13. Fiscal Year                                                         |
| Section 9.14. Asset Sales;          Investments In Non-guaranteeing Subsidiaries. |
| Section 9.15. Use Of Proceeds                                                     |
| Section 9.16. Dividend Payments                                                   |
| Section 9.17. Minimum Collateral          Ratio                                   |
| Section 9.18. Pledge Account                                                      |
| Article 10. Other Covenants Of The Borrower                                       |
| Section 10.01. Covenants Of          The Borrower.                                |
| Section 10.02. Covenants Of          the Borrower.                                |
| Article 11. Events Of Default                                                     |
| Section 11.01. Events Of Default                                                  |
| Section 11.02. Application          Of Funds                                      |
| Article 12. [reserved]                                                            |
| Article 13. The Agents                                                            |
| Section 13.01. Appointment,          Powers And Immunities.                       |
| Section 13.02. Reliance By          Agents                                        |
| Section 13.03. Defaults.                                                          |
| Section 13.04. Rights As A          Lender                                        |
| Section 13.05. Indemnification                                                    |
| Section 13.06. Non Reliance          On Agents And Other Lenders                  |
| Section 13.07. Failure To Act                                                     |
| Section 13.08. Resignation          Or Removal Of Agents                          |
| Section 13.09. The Arranger                                                       |
| Article 14. Miscellaneous                                                         |
| Section 14.01. Waiver                                                             |
| Section 14.02. Notices.                                                           |
| Section 14.03. Expenses, Etc.                                                     |
| Section 14.04. Amendments,          Etc.                                          |
| Section 14.05. Successors And          Assigns                                    |
| Section 14.06. Assignments          And Participations.                           |
| Section 14.07. Survival                                                           |
| Section 14.08. Captions                                                           |
| Section 14.09. Counterparts                                                       |
| Section 14.10. Governing Law                                                      |
| Section 14.11. Jurisdiction,          Service Of Process And Venue.               |
| Section 14.12. Waiver Of Jury          Trial                                      |
| Section 14.13. Waiver Of Immunity                                                 |
| Section 14.14. Judgment Currency                                                  |
| Section 14.15. Use Of English          Language                                   |
| Section 14.16. Entire Agreement                                                   |
| Section 14.17. Severability                                                       |
| Section 14.18. Right Of Set-off                                                   |
| Section 14.19. Confidentiality                                                    |
| Section 14.20. No Fiduciary          Relationship                                 |
| Section 14.21. USA Patriot          Act Notice                                    |
| Section 14.22. Release Of Security          Interests.                            |

 

This Table of Contents is not part of the Agreement to which itis attached but is inserted for convenience of reference only.

 

LOAN AGREEMENT dated as of September 21, 2005, among:

 

(1) VITRO PLAN, S.A. DE C.V. ("**Vitro Plan**"), a Mexicancorporation (*sociedad anonima de capital variable*) (the "**Borrower**");

 

(2) each of the entities that is a signatory hereto under thecaption "LENDERS" on the signature pages hereto and each entity that becomes a"Lender" after the date hereof pursuant to Section 14.06(b) hereof(individually, a "**Lender**" and, collectively, the "**Lenders**");

 

(3) CREDIT SUISSE, acting through itsCayman Islands Branch, as administrative agent for the Lenders (in suchcapacity, together with its successors in such capacity, the "**Administrative Agent**"); and 

 

(4) CREDIT SUISSE, acting through itsCayman Islands Branch, as collateral agent for the Lenders (in such capacity,together with its successors in such capacity, the "**Collateral Agent**").

 

W I T N E S S E T H :

 

The Borrower has requested that the Lenders make term loans to itin an aggregate principal amount up to but not exceeding $45,000,000, and theLenders are prepared to make such loans upon and subject to the terms andconditions hereof. Accordingly, the parties hereto agree as follows:

 

**Article 1Definitions**

   

Section 1.01*.Certain Defined Terms.*As used herein, the following terms shall have thefollowing meanings (and all terms defined in this Section 1.01 or in otherprovisions of this Agreement in the singular shall have the same meanings whenused in the plural and vice versa):

 

"**Accepting Lenders**" shall have the meaning set forth in Section9.14(b).

"**Act**" shall have the meaning set forth in Section 14.21hereof.

"**Additional Amounts**" shall have the meaning set forth in Section5.05(b) hereof.

"**Additional Interest Letter**" shall mean the AdditionalInterest Letter substantially in the form of Exhibit B hereto between Vitro andthe Administrative Agent. 

"**Additional****Pledge Agreements**" shall mean,collectively, each Floating Lien Pledge Agreement substantially in the form ofExhibit C hereto entered into after the date hereof between one or moreAdditional Pledgors and the Collateral Agent.

"**Additional Pledgors**" shall mean, collectively, eachcertain Wholly-Owned Subsidiary of the Borrower organized under the laws of Mexico that becomes a"Pledgor" after the date hereof pursuant to the Additional PledgeAgreement.

"**Administrative Agent**" shall have the meaning set forthin the introduction hereto.

"**Administrative Agent's Account**" shall mean the accountof the Administrative Agent maintained by the Administrative Agent, at The Bankof New York, ABA 021000018, A/C Name: CSFB Agency Cayman Account, A/C Number:8900492627, Reference: Vitro, or such other account of the Administrative Agentas may be designated by the Administrative Agent to the Borrower in writing.

"**Affected Interest Period**" shall have the meaning setforth in Section 5.02 hereof.

"**Affiliate**" shall mean, as to any Person, any otherPerson that, directly or indirectly, controls, is controlled by or is undercommon control with such Person or is a director or officer of such Person. For purposes of this definition, the term "control" (including the terms "controlling","controlled by" and "under common control with") of a Personshall mean the possession, direct or indirect, of the power to vote 10% or moreof the Voting Shares of such Person or to direct or cause the direction of themanagement and policies of such Person, whether through the ownership of suchVoting Shares, by contract or otherwise.

"**Agents**" shall mean, collectively, the AdministrativeAgent and the Collateral Agent.

"**Applicable Loans**" shall have the meaning set forth in Section9.14(b).

"**Applicable Margin**" shall mean (i) during the period fromand including the Closing Date to but not including the date twelve monthsafter the Closing Date, 10.0% per annum; (ii) during the period from andincluding the date twelve months after the Closing Date to but not includingthe date fifteen months after the Closing Date, 10.5% per annum; and (iii)thereafter, 11.0% per annum.

"**Applicable Lending Office**" shall mean, for each Lender,the "Lending Office" of such Lender (or of an affiliate of such Lender)specified opposite its name on Annex 1 hereto or such other office of suchLender (or of an affiliate of such Lender) as such Lender may from time to timespecify in writing to the Administrative Agent and the Borrower as the officeby which its Loans are to be made and maintained.

"**Arranger**" shall mean Credit Suisse.

"**Asset Sale**" by any Person shall mean any sale, lease, orother transfer of Property, not including Dividend Payments, the making ofpayments in respect of Indebtedness of such Person, the placing of funds indeposit accounts or the investment of funds pursuant to cash managementtransactions in the ordinary course of business or the granting of Lienspermitted hereunder.

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

(i)a sale, transfer or other disposition    of inventory for fair value in the ordinary course of business;

(ii)a sale, transfer or other disposition    by a Subsidiary of the Borrower to the Borrower or another of its Subsidiaries;

(iii) a sale, transfer or other disposition    (including by factoring) of the accounts receivable and related assets pursuant    to a Qualified Receivables Transaction; 

(iv)a sale, transfer or other disposition    of Property no longer used or, in such Person's reasonable opinion, useful    in the business of such Person with a fair market value not in excess of $5    million;

(v) any foreclosure by any creditor    of a Lien permitted under Section 9.12 on any assets subject thereto; and

(vi) loans, advances, extension of    credit or capital contributions by the Borrower or a Subsidiary of the Borrower    to the Borrower or another of its Subsidiaries.

"**Asset Sale Amount**" means, as of any date, the sum of (a)the aggregate purchase price of all Asset Sales consummated by Vitro and itsSubsidiaries on or prior to such date but after the date hereof and (b) theaggregate purchase price to be received by Vitro and its Subsidiaries upon orafter consummation of Asset Sales for which bona fide definitive sale andpurchase agreements have been entered into and are in effect at such date withthird parties unaffiliated with Vitro (except for any affiliation solely as aresult of a joint ownership of a Subsidiary or other joint venture of Vitro andits Subsidiaries or its status as a licensor or licensee). 

"**Asset Sale Offer**" shall have the meaning set forth in Section9.14(b).

"**Asset Sale Offer Amount**" shall have the meaning setforth in Section 9.14(b)

"**Asset Sale Offer Notice**" shall mean notice of an AssetSale Offer made pursuant to Section 9.14(b), which shall state:

(1) the circumstances of theAsset Sale, the Net Cash Proceeds of which are included in the Asset SaleOffer, that an Asset Sale Offer is being made pursuant to Section 9.14(b);

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

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

"**Asset Sale Offer Payment Date**" shall have the meaningset forth in Section 9.14(b)(ii).

"**Asset Sale Offer Trigger Date**" shall have the meaningset forth in Section 9.14(b)(ii).

"**Assignment**" shall mean an assignment and assumptionagreement entered into by a Lender and an assignee (with the consent of anyparty whose consent is required by Section 14.06(b)), and accepted by theAdministrative Agent, in the form of Exhibit K or any other form approved bythe Administrative Agent.

"**Auditor**" shall mean the Mexican office of Deloitte & Touche or other independent public accountants of recognized internationalstanding.

"**Base Rate**" shall mean, for any day, a rate per annumequal to the greater of (a) the Prime Rate in effect on such day and (b) theFederal Funds Effective Rate in effect on such day plus 1/2 of 1%. Any changein the Base Rate due to a change in the Prime Rate or the Federal FundsEffective Rate will be effective from and including the effective date of suchchange in the Prime Rate or the Federal Funds Effective Rate, respectively.

"**Borrower**" shall have the meaning set forth in theintroduction hereto.

"**Borrowing**" shall mean the borrowing by the Borrowerunder this Agreement, consisting of the simultaneous making of Loans by theLenders.

"**Borrowing Date**" shall mean the date of the Borrowing.

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

"**Capital Lease Obligations**" shall mean, as to any Person,the obligations of such Person to pay rent or other amounts under a lease of(or other agreement conveying the right to use) real and/or personal Property,which obligations are required to be classified and accounted for as a capitallease on a balance sheet of such Person under GAAP and, for purposes of thisAgreement, the amount of such obligations shall be the capitalized amountthereof, determined in accordance with GAAP.

"**Cash Equivalents**" shall mean:

(1) marketable direct obligations issued by, or unconditionallyguaranteed by, the United States government or issued by any agency thereof andbacked by the full faith and credit of the United States, in each case maturingwithin one year from the date of acquisition thereof;

(2) marketable direct obligations issued by any state of theUnited States or any political subdivision of any such state or any publicinstrumentality thereof maturing within one year from the date of acquisitionthereof and, at the time of acquisition, having one of the two highest ratingsobtainable from either S&P or Moody's or any successor thereto;

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

(4) demand deposits, certificates of deposit, time deposits orbankers' acceptances maturing within one year from the date of acquisitionthereof issued by any bank organized under the laws of the United States or anystate thereof or the District of Columbia or any United States branch of anon-United States bank having at the date of acquisition thereof combinedcapital and surplus of not less than $500 million (or the equivalent);

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

(6) *Certificados de la Tesoreria de la Federacion*(Cetes), *Bonos de Desarrollo del Gobierno Federal* (Bondes) or *BonosAjustables del Gobierno Federal* (Ajustabonos), in each case, issued by thegovernment of Mexico and maturing not later than one year after the acquisitionthereof;

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

(8) investments in money market funds which investsubstantially all of their assets in securities of the types described inclauses (1) through (5) above; and 

(9) demand deposits, certificates of deposit, time deposits andbankers' acceptances maturing not more than 180 days (or 365 days in the caseof clause (A)(I) or (B)(I)) after the acquisition thereof 

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

(B) in any jurisdiction other thanMexico where any Obligor conducts business and issued by (I) one of the threelargest banks doing business in such jurisdiction, or (II) any such bank insuch jurisdiction which at the date of acquisition is a lender to or has madeavailable a line of credit to (in each case in an amount equal to or greaterthan the amount of the proposed acquisition) any Obligor,

(C) issued by any bank which at thedate of acquisition is a lender to or has made available a line of credit toany Obligor and which is not under intervention, receivership or any similararrangement at the time of acquisition; provided that the aggregateamount of all such demand deposits, certificates of deposit, time deposits andbankers' acceptances acquired in accordance with this clause (C) does notexceed $50 million at any one time or

(D) issued by any bank which at thedate of acquisition has an outstanding loan to any Obligor in an aggregateprincipal amount at least equal to the aggregate principal amount of suchdemand deposit, certificate of deposit, time deposit or bankers' acceptance.

"**Cash Reserve Account**" shall mean account no. 25105321established and maintained at the principal office in New York City of WachoviaSecurities, Inc. for the account of VVP Syndication, Inc. and entitled "VVPSyndication Cash Reserve Account" or any replacement account thereof.

"**Change of Control**" shall mean that either (i) Vitroshall cease to own, beneficially and of record, directly or through one or moreWholly-Owned Subsidiaries, at least 51% of the outstanding Voting Shares of theBorrower or (ii) Pilkington shall cease to own, beneficially and of record,directly or through one or more Wholly-Owned Subsidiaries, at least 35% of theoutstanding Voting Shares of the Borrower.

"**Change of Control Notice**" shall have the meaning setforth in Section 3.04 hereof.

"**Closing Date**" shall mean the date on which theAdministrative Agent notifies the Borrower that the conditions precedent setforth in Section 6.01 hereof have been satisfied.

  "**Collateral**"    shall have the meaning assigned to the term "*Bienes**Pignorados*" in the Pledge Agreements.

"**Collateral Agent**" shall have the meaning set forth inthe introduction hereto.

"**Collateral Amount**" shall mean, as at any date, theamount determined by calculating the sum of (i) the aggregate book value of allInventory owned by each Pledgor and (ii) the balance of the Collection Accountsderiving exclusively from payments made by the Invex Trustee to the Pledgors asconsideration for the sale of receivables pursuant to the Invex Trust and theInvex Assignment Agreement and/or cash proceeds arising from the collection of receivablessubject to the Pledge Agreements. For purposes of computing the CollateralAmount, all amounts denominated in a currency other than Dollars shall betranslated into Dollars (x) in the case of calculating the amount of sub-clause(i), by multiplying such amount by the average currency exchange rate of Dollarsto such other currency for the 90 days prior to the date as of which suchcomputation is being made and (y) in the case of calculating the amount ofsub-clause (ii), by multiplying such amount by the currency exchange rate ofDollars to such other currency as of such date the computation is being made.

"**Collateral Ratio**" shall mean, at any time, the ratio of(i) the Collateral Amount at such time to (ii) the aggregate principal amountof Loans outstanding at such time.

"**Collateral Ratio Certificate**" shall have the meaning setforth in Section 9.05(d) hereof.

  "**Collection    Accounts**" shall mean the collective reference to the "*Cuentas Bancarias*",    as such term is defined in the Pledge Agreements, and the Pledge Account.    

"**Commitment**" shall mean, as to each Lender, theobligation of such Lender, on and subject to the terms and conditions of thisAgreement, to make a Loan in a principal amount equal to the amount setopposite the name of such Lender on Annex I hereto under the caption "Commitment" or, in the case of a Person that becomes a Lender pursuant to anassignment permitted under Section 14.06(b), as specified in the respectiveinstrument of assignment pursuant to which such assignment is effected.

"**Commitment Termination Date**" shall mean October 3, 2005.

"**Confidential Information**" shall mean information thatany Obligor furnishes to any Loan Party, but does not include any suchinformation that is or becomes generally available to the public or that is orbecomes available to any Loan Party from a source other than a Loan Party or anObligor, unless, to the actual knowledge of the recipient of such information,such source breached an obligation of confidentiality in providing suchinformation to such recipient.

"**Consolidated EBITDA**" shall mean, for any Person and forany period, with respect to such Person and its consolidated Subsidiaries on aconsolidated basis, the sum (without duplication) of (i) Consolidated OperatingIncome, (ii) depreciation and amortization and (iii) other non-cash charges tothe extent deducted in arriving at Consolidated Operating Income.

"**Consolidated Interest Expense**" shall mean, with respectto any Person for any period, the aggregate gross amount of interest accruingduring such period on Indebtedness of such Person and its consolidatedSubsidiaries on a consolidated basis, determined in accordance with GAAP,including, without duplication, the interest portion of payments under Capital LeaseObligations and any capitalized interest and amortization of debt discount andexpense.

"**Consolidated Net Worth**" shall mean, for any Person atany time, for such Person and its consolidated Subsidiaries, totalshareholders' equity, determined on a consolidated basis in accordance withGAAP.

"**Consolidated Operating Income**" shall mean, for anyPerson and for any period, operating income of such Person and its consolidatedSubsidiaries, determined on a consolidated basis in accordance with GAAP.

"**Consolidated Total Debt**" shall mean, for any Person atany time, the sum, with respect to such Person and its consolidatedSubsidiaries on a consolidated basis in accordance with GAAP, of allIndebtedness of such Person and its Subsidiaries.

"**Debt to EBITDA Ratio**" shall mean, as of the last day ofany fiscal quarter of the Borrower, the ratio of (i) Consolidated Total Debt ofthe Borrower at such date to (ii) Consolidated EBITDA of the Borrower for theperiod of four consecutive fiscal quarters of the Borrower ending on such date.

"**Default**" shall mean an Event of Default or an event thatwith the giving of notice or lapse of time or both would become an Event ofDefault.

"**Derivatives Liabilities**" shall mean, with respect to anyPerson, all obligations of such Person in respect of any Hedge Agreement. Forpurposes hereof, the "credit exposure" at any time of any Person in respect ofany Derivatives Liabilities shall be the total amount of net termination orliquidation payments due and payable from such Person at such time (excludingpenalties and extraordinary amounts). 

"**Dividend Payment**" by any Person shall mean the paymentof any dividend (in cash or in kind) on, or other payment or distribution onaccount of, or the setting apart of money for a sinking or other analogous fundfor, or the purchase, redemption, retirement or other acquisition of, anyshares of any class of stock of such Person or of any options, warrants orother rights to acquire the same (or to make any payments to any Person, suchas "phantom stock" payments, where the amount thereof is calculated withreference to the fair market or equity value of such Person), but excludingdividends payable solely in shares of common stock of such Person.

"**Dollars**" and "**$**" shall mean lawful money for thetime being of the United States.

  "**Environmental    Law**" shall mean any applicable federal, state or local governmental law,    rule, regulation, statute, ordinance, order, decree, standard, criteria, official norm, permit, license, approval,    concession, authorization and/or similar requirements of Governmental Authorities    or other authorities relating to pollution or protection    of human health, the environment    and/or natural resourcesor thegeneration, treatment, storage, transportation, disposal, release, threatened    release or handling of hazardous materials, hazardous substances, hazardous wastes and/or contaminants, now    existing or hereafter adopted including, without limitation, the Mexican General Law of    Ecological Balance and Environmental Protection (*Ley General del Equilibrio    Ecologico y la Proteccion al Ambiente*), the Mexican    General Law for the Prevention and Integral Management of Wastes (*Ley General    para la Prevencion y Manejo Integral de los Residuos*), the National Waters    Law (*Ley de Aguas Nacionales*), the Mexican General Health Law *(Ley    General de Salud)*, Mexican Official Norm NOM-052-SEMARNAT-1993, Mexican    Official Norm NOM-053-SEMARNAT-1993, Mexican Official Norm NOM-138-SEMARNAT/SS-2003,    the Mexican Federal Regulations on Health and Safety and the Environment at    the Work Place *(Reglamento Federal de Seguridad, Higiene y Medio Ambiente    en el Trabajo)* and Mexican official norm NOM-010-STPS-1999,    and any specific agreements entered into with any competent authorities which    include commitments related to environmental matters. 

"**Event of Default**" shall have the meaning set forth in Article11 hereof.

  "**Excess    Payment**" shall have the meaning set forth in Section 4.06.

"**Existing****Pledge Agreement**" shall mean a FloatingLien Pledge Agreement substantially in the form of Exhibit C hereto dated as ofthe date hereof among the Existing Pledgors and the Collateral Agent.

  "**Existing    Pledgors**" shall mean Vitrocar, S.A. de C.V., Distribuidora Nacional de    Vidrio, S.A. de C.V., Vitro Automotriz, S.A. de C.V., Vitro Flotado Cubiertas,    S.A. de C.V., and Vitro Vidrio y Cristal, S.A. de C.V.

"**Existing Restrictions**" shall mean the restrictionsdescribed in Schedule 1 hereto.

"**Federal Funds Effective Rate**" shall mean, for any day,the weighted average of the rates on overnight Federal funds transactions withmembers of the Federal Reserve System arranged by Federal funds brokers, aspublished on the next succeeding Business Day by the Federal Reserve Bank ofNew York, or, if such rate is not so published on such Business Day, theaverage of the quotations for such day for such transactions received by theAdministrative Agent from three Federal funds brokers of recognized standingselected by it.

"**Foreign Financial Institution**" shall have the meaningset forth in Section 5.05(h) hereof.

"**GAAP**" shall mean generally accepted accountingprinciples in Mexico in effect from time to time. 

"**Governmental Authority**" shall mean any nation,government, state or municipality or other political subdivision thereof andany entity exercising executive, legislative, judicial, monetary, regulatory oradministrative functions of or pertaining to government.

"**Guarantee**" by any Person shall mean any obligation,contingent or otherwise, of such Person directly or indirectly guaranteeing anyIndebtedness of any other Person including, without limitation, an *aval*and any obligation, direct or indirect, contingent or otherwise, of such Person(i) to purchase or pay (or advance or supply funds for the purchase or paymentof) such Indebtedness (whether arising by virtue of partnership arrangements,or by agreement to purchase assets, goods, securities or services, or totake-or-pay, other than agreements to purchase goods from suppliers on an arm'slength basis in the ordinary course of business) or (ii) entered into for thepurpose of assuring in any other manner the holder of such Indebtedness of thepayment thereof or to protect such holder against loss in respect thereof (inwhole or in part), provided, that the term Guarantee shall not includeendorsements for collection or deposit in the ordinary course of business. Theterm "Guarantee" used as a verb has a corresponding meaning.

"**Hedge Agreement**" shall mean any interest rate exchangeagreement, foreign currency exchange agreement, commodity price protectionagreement or other interest or currency exchange rate or commodity pricehedging arrangement.

"**IMSS**" shall mean the *Instituto Mexicano del SeguroSocial*.

"**Indebtedness**" shall mean, with respect to any Person atany date, without duplication, (i) all obligations of such Person for borrowedmoney; (ii) all obligations of such Person evidenced by bonds, debentures,notes (including, for the avoidance of doubt, any note payable to an Affiliateof the Borrower which Affiliate is not a Subsidiary of the Borrower) or othersimilar instruments; (iii) all obligations of such Person to pay the deferredpurchase price of Property or services (other than trade accounts payable arisingin the ordinary course of business not overdue for more than 60 days); (iv) allCapital Lease Obligations of such Person and (without duplication) obligationsunder Sale-Leaseback Transactions; (v) all obligations, contingent orotherwise, of such Person to reimburse any Person in respect of amounts paidunder a letter of credit or similar instrument (other than contingentobligations in respect of documentary letters of credit to support tradetransactions of such Person in the ordinary course of business and withmaturities of 270 days or less); (vi) all Indebtedness of other Persons securedby a Lien on any Property of such Person, whether or not such Indebtedness isassumed by such Person; (vii) all Indebtedness of other Persons Guaranteed bysuch Person; and (viii) the credit exposure of such Person in respect ofDerivatives Liabilities; provided, that for purposes solely of computingthe outstanding principal amount of Indebtedness of the Obligors or any of themin connection with Sections 10.02(a), 10.02(b) and 10.02(c) hereof, theaggregate outstanding principal amount of Indebtedness hereunder shall bedeemed reduced by the amount then credited to the Cash Reserve Account.

"**INFONAVIT**" shall mean the *Instituto del FondoNacional de la Vivienda para los Trabajadores*.

"**Interest Coverage Ratio**" shall mean, at any time, theratio of (i) Consolidated EBITDA of the Borrower for the most recentlyconcluded period of four consecutive fiscal quarters of the Borrower to (ii)Consolidated Interest Expense of the Borrower for such period.

"**Interest Period**" shall mean (i) in the case of theInterest Period commencing on the Borrowing Date, the period commencing on theBorrowing Date and ending on the date falling three months thereafter and (ii)for each subsequent Interest Period, the period commencing on the last date ofthe Interest Period then ending and ending on the date falling three monthsthereafter, provided that any Interest Period which would otherwiseexpire on a day that is not a Business Day shall expire on the immediatelypreceding Business Day, and providedfurther, that no InterestPeriod shall end after the Maturity Date, and providedfurther,that the term "Interest Period" shall include any period selected by theAdministrative Agent from time to time in accordance with the definition of "Post-Default Rate".

"**Inventory**" shall have the meaningassigned to the term "*Inventario*"in the Pledge Agreements.

"**Investment**" in any Person shall mean:(i) theacquisition (whether for cash, Property, services or securities or otherwise)of capital stock, bonds, notes, debentures, partnership or other ownershipinterests or other securities of, or the making of a capital contribution to,such Person, (ii) the making of any advance, loan or other extension of creditto, such Person (including the purchase of Property from such Person subject toan understanding or agreement, contingent or otherwise, to resell such Propertyto such Person), but excluding any such advance, loan or extension of credithaving a term not exceeding 90 days arising in connection with the sale ofinventory or supplies to such Person in the ordinary course of business, and(iii) the entering into of any Guarantee of Indebtedness or other liability ofsuch Person.

**"Invex Assignment Agreement"** shall mean that AssignmentAgreement dated August 3, 2005, among, Distribuidora Nacional de Vidrio, S.A.de C.V., Vitro Automotriz, S.A. de C.V., Vitro Vidrio y Cristal, S.A. de C.V.and Vitro Flotado Cubiertas, S.A. de C.V., as assignors, and the Invex Trustee,as assignee, in its capacity as trustee pursuant to the Invex Trust.

"**Invex Trust**" shall mean the Irrevocable Issuance,Management and Payment Trust Agreement No. 486 dated August 3, 2005, among, Distribuidora Nacional de Vidrio , S.A. de C.V., Vitro Vidrio y Cristal, S.A.de C.V., Vitro Automotriz, S.A. de C.V. and Vitro Flotado Cubiertas, S.A. deC.V., as settlors and beneficiaries in third place, and the Invex Trustee, insuch capacity.

"**Invex Trustee**" shall mean Banco Invex, S.A., Institucionde Banca Multiple, Invex Grupo Financiero, Fiduciario, in its capacity astrustee under the Invex Trust, together with its successors in such capacity.

"**Joint Venture Subsidiary**" shall mean any Subsidiary of theBorrower of which one or more Persons, in the aggregate, that are notAffiliates of any Obligor owns, directly or indirectly, beneficially or ofrecord, 35% or more of the Voting Stock.

"**Lenders**" shall mean (a) on the date hereof, the Lendershaving Commitments specified on Annex I hereto and (b) thereafter, the Lendersfrom time to time holding Loans and Commitments after giving effect to anyassignments thereof permitted by Section 14.06(b).

"**LIBOR**" shall mean, for any Interest Period, the rate perannum determined by the Administrative Agent at approximately 11:00 a.m.(London time) on the date that is two Business Days prior to the beginning ofthe relevant Interest Period (or in the case of the first Interest Period, onsuch first day)by reference to the British Bankers' Association InterestSettlement Rates for deposits in Dollars (as set forth by the BloombergInformation Service or any successor thereto or any other service selected bythe Administrative Agent which has been nominated by the British Bankers'Association as an authorized information vendor for the purpose of displayingsuch rates) for a period equal to such Interest Period; provided that,to the extent that an interest rate is not ascertainable pursuant to theforegoing provisions of this definition, "LIBOR" shall be the interest rate perannum determined by the Administrative Agent to be the average of the rates perannum at which deposits in Dollars are offered for such relevant InterestPeriod to major banks in the London interbank market in London, England by theAdministrative Agent at approximately 11:00 a.m. (London time) on the date thatis two Business Days prior to the beginning of such Interest Period;**provided*,*further, that for the initial Interest Period commencing on the ClosingDate, "LIBOR" means the rate determined as provided above on the date that isone Business Day prior to the Closing Date or on the Closing Date, whichever ishigher.

"**Lien**" shall mean any mortgage, lien, pledge, charge orother security interest or any preferential arrangement that has the practicaleffect of creating a security interest.

"**Loan**" shall have the meaning set forth in Section2.01(a) hereof.

"**Loan Documents**" shall mean, collectively, thisAgreement, the Notes, the Additional Interest Letter and the Pledge Agreementsand all other agreements, instruments, documents and certificates executed byor on behalf of the Borrower and/or the Obligors and delivered concurrentlyherewith or at any time hereafter to or for the benefit of the Agents and/orany of the Lenders in connection with the transactions contemplated by thisAgreement, as the same may be amended, amended and restated, supplemented orotherwise modified, renewed or extended from time to time.

"**Loan Parties**" shall mean, collectively, the Lenders andthe Agents.

"**Majority Lenders**" shall mean, at any time, Lendersholding more than 50% of the aggregate outstanding principal amount of theLoans or, if the Loans are not outstanding, Lenders having more than 50% of theaggregate amount of the Commitments.

"**Material Adverse Effect**" shall mean a material adverseeffect on (i) the business, condition (financial or otherwise), operations, Propertiesor prospects of the Borrower and its Subsidiaries taken as a whole, (ii) theability of the Obligors to perform their obligations under any of the LoanDocuments or (iii) the rights and remedies of the Loan Parties under any of theLoan Documents.

"**Material Debt**" shall have the meaning specified in Section11.01(c) hereof.

"**Material Subsidiary**" shall mean, at any time, anySubsidiary of the Borrower (i) accounting, during the then most recentlycompleted fiscal quarter of the Borrower, for more than 5% of the total salesor more than 5% of the Consolidated EBITDA of the Borrower and its consolidatedSubsidiaries on a consolidated basis, or (ii) having, as at the last day ofsuch fiscal quarter, more than 5% of the total assets of the Borrower and itsconsolidated Subsidiaries on a consolidated basis, all determined in accordancewith GAAP.

"**Maturity Date**" shall mean the date that correspondsnumerically to the Closing Date in the 18th month thereafter, providedthat if such date is not a Business Day, the Maturity Date shall be theimmediately preceding Business Date.

"**Mexican Subsidiary**" means each Wholly-Owned Subsidiaryof the Borrower that is organized under the laws of Mexico.

"**Mexico**" shall mean the United Mexican States.

"**Ministry of Finance**" shall mean the *Secretaria deHacienda y Credito Publico* of Mexico.

"**Moody's**" shall mean Moody's Investors Service, Inc.

"**Negotiation Period**" shall have the meaning set forth in Section5.02 hereof.

"**Net Cash Proceeds**" means, with respect to any AssetSale, the proceeds in the form of cash or Cash Equivalents, including paymentsin respect of deferred payment obligations when received in the form of cash orCash Equivalents, received by the Borrower or any Mexican Subsidiaries fromsuch Asset Sale, net of:

(A) reasonable out-of-pocketexpenses and fees relating to such Asset Sale (including, without limitation,legal, accounting and investment banking fees and sales commissions);

(B) taxes paid or payable inrespect of such Asset Sale after taking into account any reduction inconsolidated tax liability due to available tax credits or deductions and anytax sharing arrangements;

(C) repayment of Indebtednessthat is required to be repaid in connection with such Asset Sale; 

(D) solely with respect to suchAsset Sale, appropriate amounts to be provided by the Borrower or any MexicanSubsidiary, as the case may be, as a reserve, in accordance with Mexican GAAP,against any liabilities associated with such Asset Sale and retained by theBorrower or any Mexican Subsidiary, as the case may be, after such Asset Saleincluding, without limitation, pension and other post-employment benefitliabilities, liabilities related to environmental matters and liabilities underany indemnification obligations associated with such Asset Sale, but excludingany reserves with respect to Indebtedness; and 

(E) amounts deposited in escrowor under similar arrangements to guarantee indemnification or other obligationsarising in connection with such Asset Sale unless and until such amounts arereleased from escrow or such arrangements to the Borrower or any MexicanSubsidiaries.

 "**Non-Guaranteeing Subsidiary**" shall mean (i) any JointVenture Subsidiary and (ii) any Subsidiary acquired by an Obligor after thedate of this Agreement that is contractually prohibited (pursuant to a contractnot entered into in anticipation of such acquisition) from guaranteeing theobligations of the Borrower under this Agreement.

"**Note**" shall have the meaning set forth in Section 2.05hereof.

  "**Notice    of Borrowing**" shall have the meaning set forth in Section 2.02 hereof.

"**Obligors**" shall mean, collectively, the Borrower and the Pledgors.

"**Operating Lease Obligation**" shall mean, with respect toany Person, the obligation of such Person under any lease (including, withoutlimitation, a lease that may be terminated by the lessee at any time) relatingto any Property (whether real, personal or mixed) that does not give rise toCapital Lease Obligations, not including any such lease under which that Personis the lessor.

"**Payor**" shall have the meaning set forth in Section 4.05hereof.

"**Permitted Liens**" shall mean:

(i) Liens imposed by law arising inthe ordinary course of business, including (but not limited to) carriers',warehousemen's and mechanics' liens and other similar liens arising in theordinary course of business and which (x) do not in the aggregate materially detractfrom the value of the Property subject thereto or materially impair the usethereof in the operations of the business of any of the Obligors or (y) arebeing contested in good faith by appropriate proceedings, which proceedingshave the effect of preventing the forfeiture or sale of the Property subject tosuch Liens and for which adequate reserves have been made if required inaccordance with GAAP;

(ii) pledges or deposits made in theordinary course of business in connection with workers' compensation,unemployment insurance or other similar social security legislation or inconnection with bids relating to the obtaining of a contract for themanufacture and/or sale of products;

(iii) Liens securing taxes,assessments and other governmental charges, the payment of which is not yet dueor is being contested in good faith by appropriate proceedings reasonablypromptly initiated and diligently conducted and for which such reserve or otherappropriate provisions, if any, as required by GAAP, shall have been made;

(iv) any Lien which arises pursuant toa final judgment to the extent it does not constitute or give rise to an Eventof Default; and

(v) any right of setoff arising byoperation of law.

"**Person**" shall mean any individual, corporation, company,voluntary association, partnership, limited liability company, joint venture,trust, unincorporated organization or Governmental Authority or other entity ofwhatever nature.

"**Pesos**" shall mean the lawful currency of Mexico.

"**Pilkington**" shall mean Pilkington PLC, an Englishcompany.

"**Pledge Account**" shall mean a deposit account of a Pledgor established and maintained with a bank or financial institution in the United States established for the purpose of receiving payments in Dollars made by theInvex Trustee to such Pledgor. 

"**Pledge Agreements**" shall mean, collectively, theExisting Pledge Agreement and the Additional Pledge Agreements.

"**Pledgors**" shall mean, collectively, the Exiting Pledgorsand the Additional Pledgors.

"**Post Default Rate**" shall mean, in the case of anyoverdue principal of any Loan, until the end of the then current InterestPeriod, a rate per annum which is equal to the sum of 2% per annum *plus*the Applicable Margin *plus* the LIBOR for such Interest Period, andthereafter a rate per annum which is equal to the sum of 2% per annum *plus*the Applicable Margin plus the LIBOR applicable to such Interest Period orInterest Periods as shall be selected by the Administrative Agent for fundingof such overdue amounts (which Interest Periods shall not be of durationsexceeding one month), and in the case of any other overdue amount, a rate perannum equal to the sum of 2% per annum *plus* the Applicable Margin *plus*the rate reasonably determined by the Administrative Agent and certified to theBorrower, to be the cost of funding such overdue amount on an overnight basisin the London interbank market from the date of such non-payment until suchamount is paid in full (after as well as before judgment).

"**Prime Rate**" shall mean the rate of interest per annumannounced from time to time by Credit Suisse as its prime rate in effect at itsprincipal office in New York City. Each change in the Prime Rate will beeffective for purposes hereof from and including the date such change isannounced as being effective. 

"**Process Agent**" shall have the meaning set forth in Section14.11(b) hereof.

"**Process Agent Acceptance**" shall mean a letter from theProcess Agent to the Administrative Agent, in substantially the form of ExhibitJ-1 hereto.

"**Property**" or "**Properties**" of any Person shallmean any property or assets of such Person.

"**Qualified Receivables Transaction**" means (i) the receivablefacilities of the Borrower and its Subsidiaries existing on the date hereof and(ii) any successor receivables facilities, provided that (x) theaggregate principal amount of receivable facilities, in no event at any time,shall (A) with respect to the Borrower, exceed $31.5 million and (B) withrespect to the Borrower and its Subsidiaries, $75 million, and (y) the CollateralAgent shall be entitled to require necessary or advisable modifications to the PledgeAgreements to preserve the security interests created by the Pledge Agreementsin the Collateral, together with an opinion from Mexican counsel in connection withsuch modifications; provided that no fee shall be payable to the Lendersas a result or in connection with such modifications other than the fees andexpenses of each Agent incurred in connection therewith, including, withoutlimitation, fees and expenses of counsels for the Agents.

"**Rate Determination Notice**" shall have the meaning setforth in Section 5.02 hereof.

  "**Register**"    shall have the meaning set forth in Section 14.06(c) hereof.

"**Regulation U**" shall mean Regulation U of the Board ofGovernors of the Federal Reserve System, as amended.

"**Replacement Asset**" shall have the meaning set forth in Section9.14(a).

"**Required Payment**" shall have the meaning set forth in Section4.05 hereof.

"**Requirement of Law**" shall mean, as to any Person, anystatute, law, treaty, rule or regulation or determination, order, injunction orjudgment of an arbitrator or a court or other Governmental Authority, in eachcase applicable to or binding upon such Person or any of its Properties orrevenues.

"**Responsible Officer**" shall mean the chief financialofficer, chief accounting officer or such other senior executive officer havingprimary responsibility for the matter at hand.

"**S&P**" shall mean Standard & Poor's RatingServices, a division of The McGraw-Hill Companies, Inc.

"**Sale-Leaseback Transaction**" shall mean, with respect toany Person, any transaction in which such Person, directly or indirectly,becomes liable as lessee or as a guarantor or other surety with respect to anylease, whether a Capital Lease Obligation or an Operating Lease Obligation, ofany Property, whether then owned or thereafter acquired, (i) which such Personhas sold or otherwise transferred or is to sell or transfer to any other Personor (ii) which such Person intends to use for substantially the same purposes asany other Property which has been or is sold or transferred by such Person toany other Person in connection with such lease. 

"**SAR**" shall mean *Sistema de Ahorro para el Retiro*or mandatory retirement system of Mexico.

"**Solvent**" shall mean, with respectto any Person at any time, that (a) the fair value of the Property of suchPerson is greater than the total amount of liabilities (including withoutlimitation contingent liabilities) of such Person, (b) the present fairsaleable value of the Property of such Person is not less than the amount thatwill be required to pay the probable liability of such Person on its debts asthey become absolute and matured, (c) such Person does not intend to, and doesnot believe that it will, incur debts or liabilities beyond such Person'sability to pay as such debts and liabilities mature, (d) such Person is notengaged in a business and is not about to engage in a business for which suchPerson's property would constitute an unreasonably small capital and (e) suchPerson is not, or is not deemed to be, generally in default with respect to itspayment obligations pursuant to the Mexican*Ley de Concursos Mercantiles*.

"**Subsidiary**" of any Person shall mean any corporation orother entity more than 50% of the Voting Shares of which are owned orcontrolled, directly or indirectly, by such Person and/or any Subsidiary ofsuch Person.

"**Substitute Basis**" shall have the meaning set forth in Section5.02 hereof.

"**Taxes**" shall have the meaning set forth in Section 5.05hereof.

"**Taxing Jurisdiction**" shall have the meaning set forth inSection 5.05 hereof.

"**United States**" shall mean the United States of America.

  "**Upfront    Fee**" shall have the meaning set forth in Section 2.03 hereof.

"**Vitro**" shall mean Vitro, S.A. de C.V., a Mexican corporation(*sociedad anonima de capital variable*).

"**Voting Shares**" shall mean, with respect to any Person,any class or classes of capital stock or other ownership interests pursuant towhich the holders thereof have the general voting power under ordinarycircumstances to elect directors, managers or trustees of such Person(irrespective of whether or not, at the time, stock of any other class orclasses has, or might have, voting power by reason of the happening of anycontingency).

"**Wholly-Owned Subsidiary**" shall mean, with respect to anyPerson, a Subsidiary of which all of the outstanding capital stock of which(other than directors' qualifying shares or an immaterial amount of sharesrequired to be owned by other Persons pursuant to applicable law) is owned bysuch Person or any other Person that satisfies the definition of Wholly-OwnedSubsidiary with respect to such Person.

 

Section1.02*. Accounting Terms And Determinations.*Unless otherwise specifiedherein, all accounting terms used herein shall be interpreted, all accountingdeterminations hereunder shall be made, and all financial statements requiredto be delivered hereunder shall be prepared, in accordance with GAAP as ineffect from time to time, applied on a basis consistent with the most recentaudited financial statements of the Obligors delivered to the Lendershereunder.

   

**Article 2    Commitments, Etc.**

 

Section2.01*. Loans.***

 

(a)  Each Lender severally agrees, on and subject to the terms and conditions of  this Agreement, to make one term loan to the Borrower (each a "**Loan**"  and, collectively, the "**Loans**")    in Dollars on a single Business Day on or before the Commitment Termination    Date, in a principal amount equal to such Lender's Commitment and, as to all    Lenders, in an aggregate principal amount equal to $45,000,000.

   

(b)The proceeds of the Loans shall    be used by the Borrower solely (i)  to finance all or any part of the acquisition of raw materials, utilities and  other Property (including working capital loans ("*creditos de habilitacion*"  or "*avio*")), (ii) to refinance any Indebtedness incurred or assumed    for the purpose described in clause (i) and (iii) to pay fees and expenses    relating to the transactions contemplated hereby. No Loan Party shall have    any responsibility as to the use of any of the proceeds of any Loan.

 

Section2.02*. Borrowing.*The Borrower shall give the Administrative Agentwritten notice of the Borrowing in substantially the form of Exhibit D hereto (a"**Notice of Borrowing**") as provided in Section 4.04 hereof and shallbe signed by the Borrower. Not later than 11:00 a.m. New York time on thedate specified for the Borrowing, each Lender shall make available the amountof the Loan or Loans to be made by it on such date to the Administrative Agent,at the Administrative Agent's Account, in immediately available funds, foraccount of the Borrower. The amount so received by the Administrative Agentshall, subject to the terms and conditions of this Agreement, be applied to thepayment of the fees and expenses referred to in Section 6.01(i) hereof andotherwise remitted by the Administrative Agent as agreed among the Borrower andthe Administrative Agent in accordance with the terms of this Agreement.

 

Section 2.03*. Fees.***

   

(a)The Borrower agrees to pay to    the Administrative Agent for the account of the Agents and the Arranger fees    in such amounts, on such terms and at such times as previously agreed upon    among the Borrower and the Administrative Agent and the Arranger.

   

(b)The Borrower agrees to pay to    the Administrative Agent on the Closing Date, for the account of the Lenders    ratably in accordance with their respective Commitments, an upfront fee (the    "**Upfront Fee**") in the amount equal to 0.50% of the aggregate amount    of the Commitments. 

   

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

   

Section2.04*. Several Obligations; Certain Remedies Independent.*The failureof any Lender to make the Loan or Loans to be made by it on the occasion of theBorrowing shall not relieve any other Lender of its obligation to make its Loanor Loans on such date, but neither any Lender nor any Agent shall beresponsible for the failure of any other Lender to make the Loan or Loans to bemade by such other Lender on such date, and no Lender shall have any obligationto either Agent or any other Lender for the failure by such Lender to make anyLoan or Loans required to be made by such Lender. The amounts payable by theBorrower at any time hereunder and under the Notes to each Lender shall be aseparate and independent debt, and each Lender shall be entitled to protect andenforce its individual rights arising out of this Agreement and the Notesindependently of any other Lender, except to the extent this Agreement providesthat the exercise of any right shall require the consent of the MajorityLenders or of all of the Lenders, and, except as so required, it shall not benecessary for any other Lender or either Agent to consent to, or be joined asan additional party in, any proceedings to recover the payment of any overdueamounts.

 

Section 2.05*.Notes.*Any Lender may request that the Loan made by it be evidencedby a promissory note (any such promissory note, a "**Note**"). Insuch event, the Borrower shall prepare, execute and deliver to such Lender aNote substantially in the form of Exhibit A hereto and payable to the order ofsuch Lender (or, if requested by such Lender, to such Lender and its registeredassigns).

 

**Article 3    Payments Of Principal And Interest**

   

Section3.01*. Repayment Of Loans.*The Borrower agrees to repay the fullprincipal amount of the Loans (together with accrued and unpaid interestthereon to but excluding the date of payment) on the Maturity Date.

 

Section 3.02*. Interest.***

 

(a)The Borrower agrees to pay interest    on the unpaid principal amount of the Loan made by each Lender for the period    from and including the date of such Loan to but excluding the date such Loan    shall be paid in full, at a rate per annum equal to the LIBOR for each Interest    Period *plus* the Applicable Margin.

   

(b)Notwithstanding the foregoing,    the Borrower agrees to pay interest at the applicable Post Default Rate on    any principal of the Loan, of any Lender, and on any other amount whatsoever    payable by the Borrower to such Lender or either Agent hereunder, that is    not paid in full when due (whether at stated maturity, by acceleration, or    otherwise), for the period from and including the due date thereof to but    excluding the date the same is paid in full. 

   

(c)Accrued interest on each Loan    shall be payable on the last day of each Interest Period and upon the payment    or each prepayment thereof (on the principal amount so paid or prepaid), provided,    that interest payable at the Post Default Rate shall be payable from time    to time on demand.

   

(d)Promptly after the determination    of any interest rate provided for herein or any change therein pursuant to    this Agreement, the Administrative Agent shall (without limiting the requirements    of Section 14.02 that all notices be in writing) give written notice thereof    to the Lenders and to the Borrower. Each determination by the Administrative    Agent of an interest rate hereunder shall be conclusive and binding for all    purposes, absent manifest error.

   

Section    3.03*. Optional Prepayments.*The Borrower shall not be permitted    to prepay, at its option, any Loan in whole or in part at any time prior to    September 11, 2006. On or after September 11, 2006, the Borrower shall have    the right to prepay the Loans in whole or in part at any time or from time    to time, which prepayment shall in each case be made together with accrued    and unpaid interest thereon and all other amounts payable under this Agreement    (including without limitation Section 5.04 hereof) without premium or penalty    (subject to Section 5.04 hereof), *provided*, that (i) the Borrower shall    give the Administrative Agent notice of each prepayment under this Section    3.03 as provided in Section 4.04 hereof (and, upon the date specified in any    such notice, the amount to be prepaid shall become due and payable hereunder)    and (ii) each partial prepayment hereunder shall be in the aggregate amount    of not less than $5,000,000 or an integral multiple of $1,000,000 in excess    thereof. Amounts prepaid hereunder may not be reborrowed.

   

Section 3.04*.Mandatory Prepayments.*The Borrower shall provide the Lenders with written notice (a"**Change of Control Notice**") within five Business Days of the occurrenceof any Change of Control, whereupon upon the written request of the MajorityLenders, which request shall be made within 15 days after the date of suchChange of Control Notice, the Borrower shall, within thirty Business Days afterreceipt of such request, prepay the outstanding principal amount of all Loansand all accrued and unpaid interest thereon, together with all other amountspayable by the Borrower under this Agreement. Amounts prepaid hereunder maynot be reborrowed.

 

**Article 4Payments, Etc.**

 

Section 4.01*. Payments.***

 

(a)The Borrower shall make each    payment of principal of, and interest on, the Loans and of all fees and other    amounts payable hereunder not later than 12:00 noon (New York time) on the    date when due, in Dollars and immediately available funds, without deduction,    set-off or counterclaim, to the Administrative Agent's Account for the account    of the relevant Loan Parties.

   

(b)Each payment received by the    Administrative Agent under this Agreement for account of any Lender shall    be paid by the Administrative Agent promptly to such Lender, in immediately    available funds, for account of such Lender's Applicable Lending Office.

   

(c)If the due date of any payment    under this Agreement would otherwise fall on a day that is not a Business    Day, such date shall be the immediately preceding Business Day.

   

Section4.02*. Pro Rata Payments.*Except to the extent otherwise expresslyprovided herein, (a) the Loans shall be made by the relevant Lenders *prorata* according to the amounts of their respective Commitments; (b) each payment or prepayment of principal of the Loans shall be made for account of theLenders *pro rata* in accordance with the respective unpaid principalamounts of the Loans held by them; and (c) each payment of interest on theLoans shall be made for account of the Lenders *pro rata* in accordancewith the respective amounts of interest on the Loans then due and payable tothem.

 

Section4.03*. Computations.*Interest on the Loans shall be computed on thebasis of a year of 360 days and the actual number of days elapsed occurring inthe period for which interest shall be payable, except that interest determinedpursuant to Section 5.02 hereof on the basis of the Base Rate shall bedetermined on the basis of a year of 365 or 366 days and the actual number ofdays elapsed (including in each case the first day but excluding the last day).

 

Section 4.04*.Certain Notices.*The Notice of Borrowing shall be effective only if received bythe Administrative Agent at least one Business Day prior to the date of theBorrowing and each notice of optional prepayment shall be effective only ifreceived by the Administrative Agent not later than 11:00 a.m. New York time on the date three Business Days prior to the date of the optionalprepayment. The Notice of Borrowing shall specify the amount to be borrowedand the date of the Borrowing (which shall be a Business Day). Each notice ofoptional prepayment shall specify (subject to Section 3.03 hereof) the amountto be prepaid and the date of prepayment (which shall be a Business Day). TheAdministrative Agent shall promptly notify the Lenders of the contents of eachsuch notice.

 

Section 4.05*.Non Receipt Of Funds By The Administrative Agent.*Unless the Administrative Agent shallhave been notified in writing by any Lender or the Borrower (each, a "**Payor**")prior to the date on which the Payor is to make payment to the AdministrativeAgent (in the case of a Lender) of the proceeds of a Loan to be made by suchLender hereunder or (in the case of the Borrower) of a payment to theAdministrative Agent for account of the Lenders hereunder (any such paymentbeing herein called the "**Required Payment**") that such Payor will notmake the Required Payment, the Administrative Agent may (but shall not beobligated to) assume that the Payor is making the Required Payment available tothe Administrative Agent and, in reliance upon such assumption, make availableto the relevant Lenders or the Borrower, as the case may be, a correspondingamount. If such amount is not made available to the Administrative Agent bythe required time on such date, the Payor shall pay to the AdministrativeAgent, on demand, such amount with interest thereon at (in the case of aLender) the Federal Funds Effective Rate and (in the case of the Borrower)equal to the rate specified in Section 3.02(c) hereof, in each case until suchamount is made available to the Administrative Agent. A certificate of theAdministrative Agent submitted to any Payor with respect to any amounts owingunder this Section shall be conclusive in the absence of manifest error.

 

Section 4.06*. Sharing OfPayments.***

   

(a)If any Lender shall obtain payment    of any principal of or interest on any Loan or payment of any other amount    under this Agreement through the exercise of any right of set off, banker's    lien or counterclaim or similar right or otherwise (other than from the Administrative    Agent as provided herein), and, as a result of such payment, such Lender shall    have received a percentage of the principal of or interest on such Loan or    such other amounts then due hereunder by the Borrower to such Lender in excess    of its *pro rata* share thereof, it shall promptly purchase from such    other Lenders participations in (or, if and to the extent specified by such    Lender, direct interests in) the Loans or such other amounts, respectively,    owing to such other Lenders (or in interest due thereon, as the case may be)    in such amounts, and make such other adjustments from time to time, as shall    be equitable, to the end that all the Lenders shall share the benefit of such    excess payment (net of any expenses that may be incurred by such Lender in    obtaining or preserving such excess payment) *pro rata* in accordance    with the unpaid principal of and/or interest on the Loans or such other    amounts (the "**Excess Payment**"), respectively, owing to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves    (by the resale of participations sold or otherwise) if such payment is rescinded    or must otherwise be restored; provided, that if any Lender shall commence    an action or proceeding in any court to collect the principal of or interest    on a Loan held by, or any other amount owed to, such Lender, and as a result    thereof shall receive a disproportionate payment (other than any such payment    received by such Lender as a result of attachment of, or set-off, exercise    of banker's lien or any other proceedings against, deposits or other property    held by such Lender), such Lender shall not be required to share any portion    of such disproportionate payment with any other Lender which, having received    notice from such first-mentioned Lender (through the Administrative Agent)    of such action or proceeding, had the legal right to, but did not, join such    action or proceeding or commence and diligently prosecute a separate action    or proceeding in any appropriate court to collect (as applicable) the principal    of or interest on the Loans held by, or other such amount owed to, such other    Lender.

   

 (b)Nothing contained herein shall    require any Lender to exercise any such right or shall affect the right of    any Lender to exercise, and retain the benefits of exercising, any such right    with respect to any other indebtedness or obligation of any Obligor.

   

**Article 5Yield Protection, Etc.**

 

Section5.01*. Additional Costs.*

 

(a)If, on or after the date hereof,    the adoption of any Requirement of Law, or any change in any Requirement of    Law, or any change in the interpretation or administration thereof by any    court or other Governmental Authority charged with the interpretation or administration    thereof, or compliance by any Lender (or its Applicable Lending Office) with    any request or directive (whether or not having the force of law) of any such    Governmental Authority, shall impose, modify or deem applicable any reserve    (including, without limitation, any such requirement imposed by the Board    of Governors of the Federal Reserve System), special deposit, contribution,    insurance assessment or similar requirement against assets of, deposits with    or for the account of, or credit extended by, any Lender (or its Applicable    Lending Office) or shall impose on any Lender (or its Applicable Lending Office)    or the London interbank market any other condition affecting any Loan, Note    or Commitment of such Lender, and the result of any of the foregoing is to    increase the cost to such Lender (or its Applicable Lending Office) of making    or maintaining any Loan, or to reduce the amount of any sum received or receivable    by such Lender (or its Applicable Lending Office) under this Agreement or    under any Note, by an amount reasonably deemed by such Lender to be material    (other than Taxes, which shall be treated in accordance with Section 5.05    hereof), then the Borrower shall pay to such Lender on the date five (5) Business    Days after demand, such additional amount or amounts as will compensate such    Lender for such increased cost or reduction; provided, that this clause    (a) shall not be deemed to apply to any increase in cost to, or reduction    in an amount received or receivable by, such Lender described above in this    clause (a) to the extent attributable to regulatory action taken by reason    of the occurrence of a material adverse change in the financial condition    or capitalization of such Lender.

 

(b)If any Lender shall have determined    that, after the date hereof, the adoption of any Requirement of Law regarding    capital adequacy, or any change therein, or any change in the interpretation    or administration thereof by any Governmental Authority charged with the interpretation    or administration thereof, or any request or directive regarding capital adequacy    (whether or not having the force of law) of any such Governmental Authority,    has or would have the effect of reducing the rate of return on capital of    such Lender (or its parent) as a consequence of such Lender's obligations    hereunder or its Loan or Loans to a level below that which such Lender (or    its parent) could have achieved but for such adoption, change, request or    directive by an amount reasonably deemed by it to be material, then from time    to time, within 15 days after demand (which refers to the relevant Requirement    of Law in reasonable detail) by such Lender, the Borrower shall pay to such    Lender such additional amount or amounts as will compensate such Lender (or    its parent) for such reduction; provided, that this clause (b) shall    not be deemed to apply to any such reduction incurred by a Lender to the extent    attributable to regulatory action taken by reason of the occurrence of a material    adverse change in the financial condition or capitalization of such Lender.

 

(c)Each Lender will promptly notify    the Borrower of any event of which it has knowledge, occurring after the date    hereof, which will entitle such Lender to compensation pursuant to this Section,    such notice to provide reasonable detail of such event. Before giving any    such notice pursuant to this subsection (c) such Lender shall designate a    different Applicable Lending Office if such designation (i)    will, in the reasonable judgment of such Lender, avoid the need for, or reduce    the amount of, such compensation and (ii) will not, in the reasonable judgment    of such Lender, be materially disadvantageous to such Lender. A certificate    of any Lender claiming compensation under this Section 5.01, setting forth    the additional amount or amounts to be paid to it hereunder and providing    reasonable detail as aforesaid, shall be conclusive and binding on the Borrower    in the absence of manifest error. In determining such amount, such Lender    may use any reasonable averaging and attribution methods as long as such methods    are consistent with such Lender's treatment of customers similar to the Borrower    having generally similar provisions in their agreements with such Lender. Notwithstanding anything to the contrary in clauses (a) and (b) above, no    Lender shall be entitled to make a claim for compensation with respect to    any event occurring more than 180 days prior to the date on which such Lender    notifies the Borrower of its claim for compensation.

 

(d)If any Lender requests compensation    under this Section 5.01, the Borrower may, at its sole expense and effort,    upon notice to such Lender and the Administrative Agent, require such Lender    to assign and delegate, without recourse (subject to the restrictions contained    in Section 14.06(b)), all of its interests, rights and obligations under this    Agreement to an assignee that shall assume such obligations (which assignee    may be another Lender, if a Lender accepts such assignment); provided,    that (i) such assignee    shall be subject to the prior approval of the Administrative Agent, (ii) such    Lender shall have received payment in full of the outstanding principal of    its Loans, accrued interest thereon, accrued fees and all other amounts payable    to it hereunder, and (iii) such assignment is reasonably expected to result    in a reduction in such compensation or payments. A Lender shall not be required    to make any such assignment and delegation if, prior thereto, as a result    of a waiver by such Lender or otherwise, the circumstances entitling the Borrower    to require such assignment and delegation cease to apply.

 

Section 5.02*.Substitute Basis.*If, on or prior to the first day of any Interest Period (an "**AffectedInterest Period**"):

   

(a)the Administrative Agent determines    that, by reason of circumstances affecting the London interbank eurodollar    market, the "LIBOR" cannot be determined pursuant to the definition thereof,    or

   

(b)the Majority Lenders determine    and notify the Administrative Agent that the relevant rates of interest referred    to in the definition of "LIBOR" in Section 1.01 hereof upon the basis of    which the rate of interest for Loans for such Affected Interest Period is to    be determined will not be adequate to cover the cost to such Lenders of    making or maintaining their Loans for such Affected Interest Period, then    the Administrative Agent shall give notice thereof (a "**Rate Determination Notice**")    to the Borrower and the Lenders as soon as practicable thereafter. If    such notice is given, during the ninety-day period following such Rate    Determination Notice (the "**NegotiationPeriod**") the Administrative Agent and the Borrower shall negotiate in good    faith with a view to agreeing upon a substitute interest rate basis (having    the written approval of the Majority Lenders) for the Loans which shall    reflect the cost to the Lenders of funding their Loans from alternative    sources (a "**SubstituteBasis**"), and if such Substitute Basis is so agreed upon during theNegotiation Period, such Substitute Basis shall apply in lieu of the LIBOR toall Interest Periods commencing on or after the first day of the AffectedInterest Period, until the circumstances giving rise to such notice have ceasedto apply. If a Substitute Basis is not agreed upon during the NegotiationPeriod, the Base Rate as in effect from time to time shall apply in lieu of theLIBOR for the relevant Interest Periods.

 

Section 5.03*.Illegality.*Notwithstanding any other provision of this Agreement, in the event that onor after the date hereof the adoption of or any change in any Requirement ofLaw or in the interpretation or application thereof by any GovernmentalAuthority shall make it unlawful for any Lender or its Applicable LendingOffice to make or maintain Loans hereunder (and, in the opinion of such Lender,the designation of a different Applicable Lending Office would either not avoidsuch unlawfulness or would be disadvantageous to such Lender), then such Lendershall promptly notify the Borrower thereof (with a copy to the AdministrativeAgent) following which (a) such Lender's Commitment shall be suspendeduntil such time as such Lender may again make and maintain Loans hereunder and (b) if such Requirement of Law shall so mandate, such Lender's Loans shall be prepaid bythe Borrower, together with accrued and unpaid interest thereon and all otheramounts payable by the Borrower under this Agreement, on or before such date asshall be mandated by such Requirement of Law; provided*,*however,that if it is lawful for such Lender to maintain its Loans through the last dayof the current Interest Period, such payment shall be made on such date; provided**further, however, that the relevant Lender shall use itsreasonable efforts to avoid or minimize the effect of such Requirement of Law,including by transferring the affected Loan or Loans to a different lendingoffice, if it can do so without material cost, expense or legal detriment toit, in its sole and absolute judgment. In the event that the effects of theRequirement of Law cannot be avoided or minimized by such Lender as provided inthis Section 5.03, the Borrower may, if no Default has occurred and iscontinuing, at its sole expense and effort, upon notice to such Lender and theAdministrative Agent, require such Lender to assign and delegate, withoutrecourse (subject to the restrictions contained in Section 14.06), all of itsinterest, rights and obligations under this Agreement to an assignee that shallassume such obligations (which assignee may be another Lender, if such otherLender accepts such assignment); provided, that (i) such assignee shallbe subject to the prior approval of the Administrative Agent, (ii) such Lender shall have received payment in full of the outstanding principal of its Loans,accrued interest thereon, accrued fees and all other amounts payable to ithereunder, and (iii) such assignment is reasonably expected to result in areduction in such compensation or payments. A Lender shall not be required tomake any such assignment and delegation if, prior thereto, as a result of awaiver by such Lender or otherwise, the circumstances entitling the Borrower torequire such assignment and delegation cease to apply.

 

Section 5.04*. Compensation.*The Borrower shallpay to the Administrative Agent for account of each Lender, upon the request ofsuch Lender through the Administrative Agent, such amount or amounts (if any)as shall be sufficient to compensate it for any loss, cost or expense that suchLender determines is attributable to:

 

(a)any optional or mandatory prepayment    of any Loan made by such Lender for any reason on a date other than the last    day of an Interest Period; and

(b)any failure by the Borrower    for any reason (including, without limitation, the failure of any of the conditions    precedent specified in Article 6 hereof to be satisfied) to make a Borrowing    on the date for such Borrowing specified in the Notice of Borrowing given    pursuant to Section 2.02 hereof, or to prepay such Loan in accordance with    a notice of prepayment under Section 3.03 hereof or a Change of Control Notice    under Section 3.04 hereof or any assignment by such Lender pursuant to Section    5.01(d) or Section 5.03 hereof on a date other than the last day of an Interest    Period.

   

Each Lender will furnish to the Borrower acertificate setting forth the basis and amount of each request by such Lenderfor compensation under this Section 5.04, which certificate shall be conclusiveand binding on the Borrower in the absence of manifest error.

 

Section 5.05*. Taxes.***

 

(a)All payments by the Borrower    in respect of the Loans shall be made free and clear of and without    deduction or withholding for or on account of any present or future taxes,    duties, assessments, fees or other governmental charges ("**Taxes**")    imposed or levied by or on behalf of Mexico or of any other jurisdiction in    which the Borrower is incorporated or any political subdivision or taxing    authority thereof or therein (any of the aforementioned, a "**Taxing Jurisdiction**"), unless such withholding    or deduction is required by law.

   

(b)Subject to Section 5.05(c),    if the Borrower is required by the law of any Taxing Jurisdiction to make    any such withholding or deduction, the Borrower shall (i) pay to the    Lenders such additional amounts ("**Additional Amounts**") as    may be necessary so that every net payment made by the Borrower on the Loans after deduction or withholding    for or on account of any such Taxes (including deductions    applicable to Additional Amounts payable under this paragraph (b)) shall not be less than the amount the Lenders    would have received with respect to such Loans had no such deduction or withholding    been made; and (ii) pay the full amount deducted or withheld to the relevant    Governmental Authority in accordance with applicable law    

 

(c)The obligation to pay Additional    Amounts set forth in Section 5.05(b) shall not apply to:

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

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

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

  

(d)At least 30 calendar days prior    to each date on which any payment under or with respect to the Loans is due    and payable (or, as early as practicable, if the obligation to pay Additional    Amounts arises after the 30th day prior to such date), if the Borrower will    be obligated to pay Additional Amounts with respect to such payment in an    amount different than the Additional Amounts payable on the date hereof, the    Borrower shall deliver to the Administrative Agent a certificate of a Responsible    Officer stating the fact that such Additional Amounts will be payable and    the amounts so payable, and setting forth such other information necessary    to enable the Administrative Agent to pay such Additional Amounts to Lenders    on the payment date. In the absence of any such certificate, the Administrative    Agent may assume that no such deduction or withholding shall be required. The Borrower agrees to indemnify the Administrative Agent for, and to hold    it harmless against, any loss, liability or expense incurred without bad faith    on its part arising out of or in connection with actions taken or omitted    by it in reliance, absent manifest error, on any certificate furnished pursuant    to this Section 5.05(d) or not furnished. The obligations of the Borrower    under this Section 5.05(d) shall survive the payment of the Loans, the resignation    or removal of the Administrative Agent and/or the termination of this Agreement.

 

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

   

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

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

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

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

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

 

such reference will be deemed to include payment ofAdditional Amounts as described under this Section 5.05 to the extent that, insuch context, Additional Amounts are, were or would be payable in respectthereof.

 

(h)Each Lender that is a Foreign  Financial Institution on the Closing Date (or, if such Lender becomes a Lender  after the Closing Date as a result of an assignment, on the date of such  assignment) shall, at the request of the Borrower, made pursuant to a written  notice given at least 30 days prior to the relevant filing date, use  reasonable commercial efforts to file with the Ministry of Finance or, where  applicable, in accordance with the laws of any jurisdiction outside Mexico  from or through which payments hereunder or under any Notes are made, any  form, certificate or other similar filing requested by the Borrower (including  without limitation any such filing that may be required to maintain such Loan  Party's status as a Foreign Financial Institution) if (1) such filing is  required under applicable law or a treaty for the avoidance of double taxation  then in effect, (2) such filing would avoid the need for making any tax  withholding or deduction, or reduce the tax rate of any such withholding or  deduction which may thereafter accrue to or for the account of such Lender  pursuant to this Section and (3) such filing would not, in the good faith  judgment of such Lender, require such Lender to disclose any confidential or  proprietary information or be otherwise disadvantageous to such Loan Parties. Notwithstanding the foregoing, it is understood and agreed that nothing in  this Section shall interfere with the rights of any Loan Party to conduct its  fiscal or tax affairs in such manner as it deems appropriate. As used  herein, "**Foreign Financial Institution**"    means an institution registered as a foreign financial institution with the    Ministry of Finance in the registry referred to in Article 197 of Mexico's    Income Tax Law and any successor provision thereof, for purposes of *fraccion    I, inciso a*), of Article 195 of Mexico's Income Tax Law.

 

(i)The Borrower shall indemnify    each Lender Party against, and reimburse each Lender Party on demand for,    any Taxes and any loss, liability, claim or expense, including interest, penalties    and legal fees, that such Lender Party may incur at any time arising out of    or in connection with any failure of the Borrower to make any payment of Taxes    when due, provided that the Borrower shall not be obligated to make    payment to the Lender Party pursuant to this clause (i) in respect of penalties,    interest and other liabilities attributable to any Taxes, if (i) written demand    therefor has not been made by the Lender Party within 60 days from the date    on which such Lender Party had actual knowledge of the imposition of Taxes    by the relevant taxing or governmental authority or (ii) such penalties, interest    and other liabilities are attributable to the gross negligence or willful    misconduct of such Lender Party. After a Lender Party learns of the imposition    of Taxes, such Lender Party shall act in good faith to notify the Borrower    of its obligations hereunder.

   

**Article 6Conditions Precedent**

 

Section6.01*. Conditions To Effectiveness.*The effectiveness of Section2.01(a) hereof shall be subject to the conditions precedent that (i) theMajority Lenders shall not have determined, and notified the AdministrativeAgent, that an event or circumstance has occurred since December 31, 2004, thathas had a Material Adverse Effect, (ii) the Majority Lenders shall not havedetermined, and notified the Administrative Agent, that a material adversechange has occurred since December 31, 2004, in the political, economic orfinancial condition of Mexico or the United States or in the market for loan ordebt securities of Mexican borrowers, and (iii) the Administrative Agent shallhave received the following documents (with certified English translations ofdocuments not in English, except for the Existing Pledge Agreement and the *estatutossociales*, powers of attorney and the corporate authorizations of theObligors), each of which shall be in form and substance satisfactory to theAdministrative Agent (provided, that such conditions shall be satisfiednot later than the Commitment Termination Date):

 

(a)*Executed Agreement*. This Agreement, duly executed and delivered by the Obligors and each of the    other parties hereto.

   

(b)*Additional Interest Letter*. An Additional Interest Letter, duly executed and delivered by each of the    parties party thereto.

   

(c)*Existing Pledge Agreement*. The Existing Pledge Agreement, duly executed and delivered by the Existing Pledgors and the Collateral Agent, whose signatures shall be ratified by a    Mexican notary public, together with evidence satisfactory to the Collateral    Agent of the effectiveness of the security contemplated thereby and evidence    satisfactory to the Collateral Agent that the Existing Pledge Agreement has    been filed with the *Registro Publico de la Propiedad y del Comercio de    Monterrey, Estado de Nuevo Leon* which is the jurisdiction in which each    of the Pledgors maintains its corporate domicile, for which purpose the Pledgors    shall deliver to the Collateral Agent an original letter executed by a Mexican    notary public whereby such Mexican notary public certifies that the Existing    Pledge Agreement has been filed for registration in the *Registro Publico    de la Propiedad y del Comercio de Monterrey, Estado de Nuevo Leon*.

   

(d)*Approvals*. Certified    copies of all licenses, consents, authorizations and approvals of, and notices    to and filings and registrations with, any Governmental Authority (including,    without limitation, all foreign exchange approvals, but not including evidence    of the recordation of the Existing Pledge Agreements with the *Registro    Publico de la Propiedad y del Comercio de Monterrey, Estado de Nuevo Leon*),    and of all third-party consents and approvals, if any, necessary in    connection with the making and performance by each Obligor of the Loan    Documents to which it is a party and the transactions contemplated hereby    and thereby. 

(e)*Corporate Documents.*

(i)The *estatutos sociales*,    certificate of incorporation or other constitutive documents of each Obligor,    certified by a Mexican notary public and certified by an appropriate officer    of such Obligor as true and correct and in full force and effect;

(ii)the powers of attorney, certified    by a Mexican notary public, authorizing the relevant officers of each Obligor    to execute and deliver the Loan Documents to which such Obligor is a party    (including authority to execute *titulos de credito* and for *actos    de dominio*); and

(iii)corporate resolutions, in form    and substance reasonably satisfactory to the Administrative Agent, authorizing    the making and performance by each Obligor of the Loan Documents to which    such Obligor is a party if required by such Obligor's corporate documents.

   

(f)*Incumbency Certificate*. A certificate of each Obligor in substantially the form of Exhibit E hereto    as to the authority, incumbency and specimen signatures of the persons who    have executed the Loan Documents and any other documents in connection herewith    on behalf of such Obligor. 

   

(g)*Opinions of Counsel*.

(i)An opinion, dated the Closing    Date, of Kuri Breňa, Sanchez Ugarte, Corcuera y Aznar, S.C., special    Mexican counsel to the Obligors, in substantially the form of Exhibit F-1    hereto.

(ii)An opinion, dated the Closing    Date, of Lic. Alejandro Sanchez, General Counsel to the Obligors, in substantially    the form of Exhibit F-2 hereto.

(iii)An opinion, dated the Closing    Date, of Cravath, Swaine & Moore LLP, special New York counsel to the    Obligors, in substantially the form of Exhibit G hereto.

(iv)An opinion, dated the Closing    Date, of Creel, Garcia-Cuellar y Muggenburg, S.C., special Mexican counsel    to the Agents, in substantially the form of Exhibit H hereto.

(v)An opinion, dated the Closing    Date, of Davis Polk & Wardwell, special New York counsel to the Administrative    Agent, in substantially the form of Exhibit I hereto.

 

(h)*Process Agent Acceptance*.    (i) A Process    Agent Acceptance, duly executed and delivered by the Process Agent, and (ii)    a Mexican law notarized special irrevocable power    of attorney of each Obligor appointing such Process Agent,    in substantially the form of Exhibit J-2 hereto.

 

(i)*Fees*. Irrevocable authorization    by the Borrower to deduct (a) all fees referred to in Section 2.03 hereof    and all reasonable and documented accrued fees and expenses of each Agent,    of the expenses then due and payable under Section 14.03 hereof, including,    without limitation, the Upfront Fees, the reasonable and documented fees and    expenses of Davis Polk & Wardwell, special New York counsel to the Administrative    Agent, and Creel, Garcia-Cuellar y Muggenburg, S.C., special Mexican counsel    to the Agents, in connection with the negotiation, preparation, execution    and delivery of the Loan Documents and the making of the Loans hereunder,    and also including all stamp taxes or similar taxes in connection with the    Loan Documents, from the proceeds of the Loans; provided, that a statement    of such fees and expenses shall have been submitted at least one Business    Day prior to the Borrowing Date and (b) all outstanding fees and expenses    due to Cravath Swaine & Moore LLP.

 

(j)*Pro Forma Certificate*. A certificate of the Borrower setting forth in reasonable detail the calculations    required to establish whether the Borrower would have been in compliance with    the requirements of Sections 10.02(a), (b), and (c) hereof on and as of June    30, 2005 if the Loans under this Agreement were reflected on a pro forma basis    in the financial statements of the Borrower for the six-months ending on such    date.

   

(k)*Collateral Ratio Certificate*. A Collateral Ratio Certificate, dated the Closing Date, in accordance with    Section 9.05(d) hereof.

   

(l)*Other Documents*. Such    other documents relating hereto as either Agent or any Lender shall reasonably    request.

   

Section 6.02*. Additional Conditions To Borrowing.*Theobligation of each Lender to make its Loan or Loans hereunder on the BorrowingDate is also subject to further conditions precedent that both immediatelyprior to the making of such Loan or Loans and also after giving effect theretoand to the intended use thereof:

 

(a)no Default shall have occurred    and be continuing;

 

(b)the representations and warranties    made by the Obligors in this Agreement shall be true on and as of the Borrowing    Date and immediately after giving effect to the application of the proceeds    of the Loans with the same force and effect as if made on and as of such date    (or, in the case of any representation and warranty that expressly relates    to a specific date, as of such specific date);

   

(c)the Administrative Agent shall    have received the Notes evidencing the Loans in accordance with Section 2.05    hereof;

   

(d)the Administrative Agent shall    have received the Notice of Borrowing in accordance with Section 2.02 hereof;

   

(e)substantially simultaneously    with the making of the Loans hereunder, Vitro Envases Nortamerica, S.A. de    C.V. shall have entered into a credit facility in an aggregate principal amount    of $105,000,000, and the loan provided for thereunder shall have been fully    made; and

   

(f)the Administrative Agent shall    have received irrevocable instructions signed by the Borrower, in form and    substance satisfactory to the Administrative Agent, as to the remittance by    the Administrative Agent of the proceeds of the Loans (such instructions to    be consistent with the provisions of Section 2.01(b), Section 6.01(i) and    Section 9.15 hereof).

   

Unless    the Borrower otherwise notify the Administrative Agent prior to the Borrowing    Date, the Notice of Borrowing shall constitute a certification by the Borrower    that the conditions set forth in clauses (a) and (b) of this Section 6.02    have been fulfilled as of the Borrowing Date.

   

**Article 7[reserved]**

   

**Article 8    Representations And Warranties**

 

Except as otherwise specified herein, each Obligor representsand warrants to the Loan Parties with respect to itself (except as otherwiseprovided herein) that, as of the date hereof and as of the date of theBorrowing (unless otherwise specified):

 

Section8.01*. Power And Authority.*It (a) is a corporation, a sociedadanonima de capital variable or a sociedad anonima, as applicable, dulyorganized and validly existing under the laws of its jurisdiction ofincorporation, (b) has all requisite corporate power, and has all materialgovernmental licenses, authorizations, consents and approvals necessary to ownits assets and carry on its business as now being conducted, (c) is qualifiedto do business and is in good standing (except in any jurisdiction that doesnot recognize such concept) in all jurisdictions in which the nature of thebusiness conducted by it makes such qualification necessary and where failureso to qualify could (either individually or in the aggregate) reasonably beexpected to have a Material Adverse Effect, (d) has the power and authority tomake and perform each of the Loan Documents to which it is a party and toborrow the Loans hereunder and (e) is in compliance with all applicable lawsand regulations except where failure to be in compliance could not reasonablybe expected to have a Material Adverse Effect.

 

Section8.02*. Due Authorization, Etc.*The making and performance by suchObligor of the Loan Documents to which it is a party and of all other documentsand instruments to be executed and delivered by it hereunder have been dulyauthorized by all necessary corporate action, and do not contravene (a) its *estatutos sociales* or, if applicable, other constitutive documents, (b) any Requirement of Law, or (c) any agreement or instrument or material contractualrestriction binding on or affecting it or any of its Property, and do not andwill not result in the imposition of any Lien on any of its Property, exceptLiens created or arising under the Loan Documents. No part of the proceeds ofthe Loans will be used for the purpose, whether immediate, incidental orultimate, of buying or carrying any "margin stock" within the meaning ofRegulation U of the Board of Governors of the Federal Reserve System (and noIndebtedness refinanced with the proceeds of the Loans will have been used forsuch purpose). 

 

Section 8.03*. Governmental And Other Approvals.*No    license, consent, authorization or approval or other action by, or notice    to or filing or registration with, any Governmental Authority (including without    limitation any foreign exchange approval), and no other third-party consent    or approval, is necessary for the due execution, delivery and performance    by such Obligor of the Loan Documents or for the legality, validity, binding    effect or enforceability thereof against it. Except for the registration of the Pledge Agreements with the    appropriate Public Registries of Commerce of Mexico in which each of the Pledgors    maintains its corporate domicile and the other perfection requirements expressly    provided for in the Pledge Agreements, no other    filing, registration or other action is required to be accomplished in Mexico    or any other jurisdiction in order to cause the security interest created    under the Pledge Agreements in the Collateral to be a valid first and prior    perfected security interest therein.

   

Section8.04*. Legal Effect.*Each of this Agreement and each other LoanDocument to which it is a party has been duly executed and delivered by suchObligor, this Agreement and each other Loan Document (other than the Notes)constitutes and each Note when duly executed and delivered by such Obligor forvalue received, will constitute the legal, valid and binding obligation of suchObligor, enforceable against it in accordance with its terms.

 

Section8.05*. Financial Statements.*The audited consolidated balance sheet of theBorrower and its consolidated Subsidiaries as of December 31, 2004 and therelated audited consolidated statements of income and changes in financialposition (*cambios en la situacion financiera*) for the fiscal year endingon that date, with the opinion thereon from the Auditor, and the unauditedconsolidated balance sheet of the Borrower and its consolidated Subsidiaries asof June 30, 2005 and the related unaudited consolidated statements of incomeand changes in financial position (*cambios en la situacion financiera*) forthe six-month period then ended, certified by the chief financial officer of theBorrower, each of which has heretofore been furnished to the Lenders, arecomplete and correct and fairly present the consolidated financial condition ofthe Borrower and its consolidated Subsidiaries as at said respective dates andthe consolidated results of their respective operations for the fiscal year andsix-month period ending on said dates, all in accordance with GAAP, and theBorrower and its Subsidiaries do not have material contingent liabilities orunusual forward or long-term commitments not disclosed therein. Since December31, 2004, no event or circumstance has occurred that has had a Material AdverseEffect.

 

Section8.06*. Ranking.*The payment obligations of such Obligor hereunder areand will at all times be unconditional and unsubordinated general obligationsof such Obligor and rank and will at all times rank at least *pari passu*with all other present and future unsecured Indebtedness of the Borrower.

 

Section8.07*. No Actions Or Proceedings.*Except as set forth on Schedule 2, thereis no litigation, investigation or proceeding pending or, to the best of itsknowledge, threatened against such Obligor or any of its Subsidiaries by orbefore any Governmental Authority that (either individually or in theaggregate) could reasonably be expected to have a Material Adverse Effect. Theoperations of such Obligor and those of its Subsidiaries comply with allapplicable laws, rules, regulations and orders (including without limitationall Environmental Laws) of Governmental Authorities, except to the extent thefailure to so comply (either individually or in the aggregate) could notreasonably be expected to have a Material Adverse Effect.

 

Section8.08*. Commercial Activity; Absence Of Immunity.*It is subject to civiland commercial law with respect to its obligations under the Loan Documents,and the making and performance by it of the Loan Documents constitute privateand commercial acts rather than public or governmental acts. It is notentitled to any immunity on the ground of sovereignty or the like from thejurisdiction of any court or from any action, suit, set-off or proceeding, orthe service of process in connection therewith, arising under the LoanDocuments.

 

Section8.09*. Taxes.*(a) There is no income, stamp or other similar tax,levy, assessment, impost, deduction, charge or withholding imposed by Mexico(or any municipality or other political subdivision or taxing authority thereofor therein that exercises power to impose such tax, levy, assessment, impost,deduction, charge or withholding) either (i) on or by virtue of the execution ordelivery by any Obligor of the Loan Documents or (ii) on any payment to be madeby any Obligor pursuant to the Loan Documents, other than any such tax, levy,assessment, impost, deduction, charge or withholding imposed on any Person as aresult of such Person being organized under the laws of Mexico or by virtue ofits having a permanent establishment in Mexico to which income under the LoanDocuments is attributable or its Applicable Lending Office being located inMexico, except for withholding tax on payments of interest and fees deemed to beinterest to Lenders that are not residents of Mexico for tax purposes. 

 

(b)It has filed all material foreign    federal, state and local tax returns required to be filed or has requested    extensions thereof and paid all taxes required to be paid by it and any other    assessment, fine, or penalty levied against it, to the extent any of the foregoing    is due and payable, except such as are being contested in good faith by appropriate    proceedings and for which adequate reserves have been made if required in    accordance with GAAP.

   

Section8.10*. Legal Form.*This Agreement and the other Loan Documents to whichit is a party are in proper legal form under the laws of its jurisdiction ofincorporation for the enforcement thereof against it under such law. Allformalities required in its jurisdiction of incorporation for the validity andenforceability of each of the Loan Documents have been satisfied, and noAdditional Amounts are required to be paid and no notarization is required,(other than required notarization of the Pledge Agreements), for the validityand enforceability thereof; provided, that in the event any legalproceedings are brought in the courts of Mexico, a Spanish translation of thedocuments required in such proceedings needs to be prepared by a court-approvedtranslator and would have to be approved by such court after the defendant hadbeen given an opportunity to be heard with respect to the accuracy of thetranslation, and proceedings would thereafter be based upon the translateddocuments.

 

Section8.11*. Liens.*Schedule 4 hereto is a complete and correct list of eachLien granted by it in connection with any Indebtedness as of the date hereof.

 

Section8.12*. Solvency.*It is, and after giving effect to the making of theLoans and the use of proceeds thereof will be, Solvent.

 

Section8.13*. Restrictions On Upstreaming.*Other than as provided in Section9.16 and the Existing Restrictions, none of its Subsidiaries is subject on thedate hereof to any contractual restriction on its ability to make any DividendPayment.

 

Section8.14*. Not An Investment Company.*It is not required to register as an"investment company" under the Investment Company Act of 1940, as amended.

 

Section8.15*. Material Agreements.*Schedule 5 hereto is a complete and correctlist of (a) each credit agreement, loan agreement or indenture and (b) each purchase agreement, guarantee, letter of credit orother arrangement providing for or otherwise relating to any Indebtedness orany extension of credit to, or Guarantee by, such Obligor outstanding on thedate hereof (and, in the case of sub-section (b), with an outstanding amount inexcess of $10,000,000), the aggregate principal or face amount outstanding orthat may become outstanding under each such arrangement is correctly describedin said Schedule 5.

 

Section 8.16*. Properties.***

 

(a)It has good title to, or valid    leasehold interests in, all its real and personal property material to its    business, except for (i) easements, zoning restrictions, rights-of-way and    similar encumbrances imposed by law or arising in the ordinary course of business    that do not secure any monetary obligations and do not materially detract    from the value of the affected property or interfere with the ordinary conduct    of its business and (ii) minor defects in title that do not interfere with    its ability to conduct its business as currently conducted or to utilize such    properties for their intended purposes.

   

(b)It owns, or is licensed to use,    all trademarks, trade names, copyrights, patents and other intellectual property    material to its business, and its use thereof does not infringe upon the rights    of any other Person, except for any such infringements that, individually    or in the aggregate, could not reasonably be expected to result in a Material    Adverse Effect.

   

Section8.17*. Disclosure.*All information furnished on or prior to the ClosingDate by any Obligor to any Loan Party in connection with this Agreement and thetransactions contemplated hereby are true, complete and accurate in allmaterial respect, or (in the case of projections, if applicable) based onreasonable estimates, on the date as of which such information is stated orcertified.

 

**Article 9    Covenants Of The Borrower**

   

Except as otherwise specified herein, the Borrower covenants andagrees with the Loan Parties that, so long as any Commitment or Loan isoutstanding and until payment in full of all amounts payable by the Borrowerhereunder and under the other Loan Documents:

 

Section 9.01*. Corporate Existence, Etc.*It will,and will cause each of its Subsidiaries to, (a)preserve and maintain its corporate existence and all of its material rightsand licenses, (b) maintain in all material respects appropriate accounting andcorporate books and records, and (c) permit representatives of either Agent (andif an Event of Default has occurred and is continuing, any Loan Party), duringnormal business hours, at its own cost and expense (provided, that if anEvent of Default has occurred and is continuing the Borrower shall indemnifyeach Loan Party for such reasonable and documented costs and expenses), andfollowing reasonable prior notice, to examine, copy and make extracts from itscorporate books and records, to inspect any of its Property, and to discuss itsbusiness and affairs with its officers, to the extent reasonably requested byany Loan Party subject to any legally binding confidentiality requirementsapplicable to it; provided, that nothing in this Section 9.01 shallprohibit any merger, consolidation, liquidation, winding up or dissolutionpermitted under Section 9.09 or any Asset Sale permitted under Section 9.14(b).

 

Section9.02*. Compliance With Law.*It will, and will cause each of itsSubsidiaries to, (a) comply with the requirements of all applicable laws,rules, regulations and orders (including without limitation all EnvironmentalLaws) of Governmental Authorities (including without limitation IMSS, INFONAVITand SAR) except to the extent non-compliance would not result in a MaterialAdverse Effect, (b) maintain all of its material Property used or useful in itsbusiness in good working order and condition, ordinary wear and tear excepted,and (c) maintain insurance in respect of the Property and businesses of theBorrower and its Subsidiaries against loss and damage of the kinds and in theamounts customary in the industry in which the Borrower or such Subsidiaryoperates. 

 

Section9.03*. Taxes.*It will, and will cause each of its Subsidiaries to, timelyfile all required material tax returns and pay and discharge at or beforematurity all of its obligations thereunder (including without limitation taxliabilities), except where the same are contested in good faith and byappropriate proceedings and against which adequate reserves are beingmaintained if and to the extent required by GAAP.

 

Section 9.04*. Governmental Authorizations.*Itwill, and will cause each of its Subsidiaries, as applicable, to promptly fromtime to time obtain and maintain in full force and effect all licenses,consents, authorizations and approvals of, and make all filings andregistrations with, any Governmental Authority necessary under the laws ofMexico (or, if not Mexico, its jurisdiction of incorporation) for the makingand performance by it of the Loan Documents.

 

Section9.05*. Financial Statements, Etc.*It will provide or cause to beprovided to the Administrative Agent for distribution to the Lenders:

 

(a)as soon as available and in    any event within 120 days after the end of each fiscal year, enough copies    for each Lender of the audited consolidated balance sheet of the Borrower    and its consolidated Subsidiaries as at the end of such fiscal year and the    related audited consolidated statements of income and changes in financial    position (*cambios en la situacion financiera*) of the Borrower and its    consolidated Subsidiaries for such fiscal year, setting forth in each case    in comparative form the figures for the previous fiscal year, all reported    on in conformity with GAAP, with the unqualified opinion thereon of the Auditor;

 

(b)as soon as available and in    any event within 60 days after the end of each quarter of each fiscal year,    enough copies for each Lender of the unaudited consolidated balance sheet    of the Borrower and its consolidated Subsidiaries as at the end of each such    fiscal quarter and the related unaudited consolidated statements of income    and changes in financial position (*cambios en la situacion financiera*)    of the Borrower and its consolidated Subsidiaries for such fiscal quarter    and for the period from the beginning of the then current fiscal year to the    end of such fiscal quarter, setting forth in each case in comparative form    the figures for the corresponding fiscal quarter in the previous fiscal year,    all certified as to fairness of presentation and conformity with GAAP by the    Responsible Officer of the Borrower;

 

(c)simultaneously with the delivery    of each set of financial statements referred to in clause (b) above, and at    any other time reasonably requested by the Administrative Agent, a certificate    of a Responsible Officer, in the form of Exhibit L, (i) stating whether any    Default exists on the date of such certificate and, if a Default then exists,    setting forth the details thereof and the action which the Borrower is taking    or proposes to take with respect thereto and (ii) setting forth in reasonable    detail the calculations required to establish whether the Borrower was in    compliance with the requirements of 10.02(a), (b) and (c) hereof on and as    of the date of such financial statements;

   

(d)simultaneously with the  delivery of each set of financial statements referred to in clauses (a) and  (b) above above, a certificate of a Responsible Officer stating the Collateral  Ratio as of the date of such financial statements, together with in reasonable  detail the calculations required to establish such Collateral Ratio (a "**Collateral    Ratio Certificate**");

 

(e)promptly upon an officer of    the Borrower obtaining knowledge of the occurrence of any Default, a certificate    of the Responsible Officer of the Borrower setting forth the details thereof    and the action which the Borrower is taking or proposes to take with respect    thereto;

   

(f)promptly upon the commencement    of, or any material adverse development in, any litigation or proceeding against    the Borrower or any of its Subsidiaries that could reasonably be expected    to have a Material Adverse Effect, notice thereof with a description thereof    in reasonable detail; and

   

(g)from time to time such additional    information regarding the financial position or business of the Borrower and    its Subsidiaries as the Administrative Agent, at the request of any Lender,    may reasonably request, including, but not limited to, balance sheet and related    consolidated statements of income and changes in financial position (*cambios    en la situacion financiera*) of each of the Pledgors and its Subsidiaries    and a report regarding the value, location and respective types of Inventory.

   

Section 9.06*. Ranking.*It will, and will causeeach of its Subsidiaries that is an Obligor, to, promptly take all such actionsas may be necessary to ensure that its payment obligations under this Agreementand the Notes will at all times constitute unconditional and unsubordinatedgeneral obligations of it ranking at least *pari passu* with all otherpresent and future unsecured and unsubordinated Indebtedness of it.

 

Section9.07*. Transactions With Affiliates.*Without prejudice to anythingexpressly permitted under this Agreement, it will not, nor will it permit anyof its Subsidiaries to, directly or indirectly enter into any transaction withan Affiliate thereof, except (a) in the ordinary course of and pursuant tothe reasonable requirements of its business and upon commercially reasonableterms that are no less favorable to it than those which would be obtainable ina comparable arm's-length transaction at the time from a Person which is notsuch an Affiliate, (b) transactions between or among the Obligors and (c) Dividend Payments permitted by Section 9.16 hereof.

 

Section 9.08*. Line Of Business.*It will not makeany material change in the line of business of the Borrower and itsSubsidiaries as conducted on the date hereof, and it will not change the legalnature of its organization.

 

Section9.09*. Merger, Etc.*It will not, nor will it permit any of itsSubsidiaries to, enter into any transaction of merger or consolidation, orliquidate, wind up or dissolve itself (or suffer any liquidation ordissolution), or sell, transfer or otherwise dispose of (in one transaction orin a series of transactions) all or substantially all of its Property (exceptfor sales of inventory in the ordinary course of business for fair marketvalue), provided, that (a) the Borrower may merge or consolidatewith or into any other Person if, immediately after giving effect thereto, (i) it is the surviving Person and no Default has occurred and is continuing or (ii) the surviving Person expressly assumes the Borrower's obligations under the LoanDocuments and no Default has occurred and is continuing, (b) any Subsidiary of theBorrower that is not an Obligor may merge or consolidate with or into any otherPerson if, immediately after giving effect thereto, no Default has occurred andis continuing, (c) any Subsidiary that is not an Obligor may liquidate ordissolve if the Borrower determines in good faith that such liquidation ordissolution is in its best interest and is not materially disadvantageous tothe Lenders and (d) any Subsidiary may be spun off to any Obligor.

 

Section 9.10*. Upstreaming.*It will not permit anyof its Subsidiaries to enter into, create or assume any contractual restrictionon the ability of such Subsidiary to make any Dividend Payment, provided,that this Section 9.10 shall not be deemed to prohibit (a) customaryrestrictions contained in the joint venture agreements with respect to anyJoint Venture Subsidiary or (b) the extension, continuation or replacement onsubstantially similar terms of any Existing Restrictions or (c) therestrictions under Section 9.16.

 

Section9.11*. Hedge Agreements.*It will not, nor will it permit any of itsSubsidiaries to, enter into any Hedge Agreement, other than Hedge Agreementsentered into (a) in the ordinary course of business to hedge or mitigaterisks to which it or any of its Subsidiaries is exposed in the conduct of itsbusiness or the management of its liabilities and (b) not for speculativepurposes.

 

Section 9.12*.Negative Pledge.*It will not, nor will it permit any of its Subsidiaries to,create, assume or suffer to exist any Lien on its or any Subsidiary's Property,whether now owned or hereafter acquired by it, except:

 

(a)Permitted Liens;

 

(b)Liens securing obligations existing    on the date hereof and described in Schedule 4 hereto and Liens securing extensions,    renewals and replacements of such obligations, provided, that such    new Liens do not extend to any property or assets other than the property    or assets securing such obligations being extended, renewed or replaced;

   

(c)Liens in favor of the Collateral    Agent as contemplated by the Loan Documents;

   

(d)Liens on any Property of the    Borrower or any of its Subsidiaries securing Indebtedness of the Borrower    or any of its Subsidiaries incurred or assumed for the purpose of financing    (i) all or any part of the acquisition of raw materials, utilities and other    Property (including working capital loans ("*creditos de habilitacion*"    or "*avio*")) or (ii) all or part of the acquisition, construction or    improvement of fixed assets and other Property (including capital    expenditure loans ("*creditos refaccionarios*")), provided, that such Lien    attaches to such Property concurrently with or within 90 days after the acquisition,    construction or improvement thereof; 

   

(e)any Lien on any Property existing    at the time of acquisition thereof and which is not created as a result of    or in connection with or in anticipation of such acquisition (and not extending    to any other Property); 

   

(f)any Lien existing on any Property    of a corporation which is merged with or into an Obligor which is not created    as a result of or in connection with or in anticipation of such merger; 

   

(g)any Lien on a cash reserve account    (however denominated) securing Indebtedness for borrowed money otherwise permitted    hereby, provided, that the funds in such account are derived solely    from the proceeds of such borrowing;

   

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

   

(i)Liens (not covering any shares    of capital stock of such Person) not otherwise permitted by the foregoing    clauses, securing Indebtedness outstanding at any time in an aggregate principal    amount not exceeding $35,000,000.

   

Section9.13*. Fiscal Year.*It will not, nor will it permit any of itsSubsidiaries to, change its fiscal year from a calendar year ending December31.

 

Section9.14*. Asset Sales; Investments In Non-guaranteeing Subsidiaries.***

 

(a)The Borrower will not, and will    not permit any of the Obligors to, consummate an Asset Sale unless:

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

(ii)(A) prior to the Asset Sale    Amount exceeding $300,000,000, the consideration received for the assets sold    by the Borrower or the Obligors, as the case may be, in the Asset Sale will    be in the form of: (I) with respect to at least 80% of such consideration,    Cash Equivalents or the assumption of Indebtedness (other than Indebtedness    owed to the Borrower or any Obligor or any Indebtedness subordinated to the    Loans) and (II) with respect to the remainder of any consideration, if any,    

(1)property    or assets (other than current assets as determined in accordance with Mexican    GAAP, except for current assets acquired incidental to the acquisition of    assets that constitute a line of business, or capital stock) to be owned by    and used in the business of the Borrower or any Obligor; 

(2)capital stock of (i) one or  more Persons engaged in the existing business of the Borrower and the Obligors  which thereby become Obligors, or (ii) a Subsidiary, in each case which  capital stock was acquired from a third party other than the Borrower or a  Subsidiary (Clauses (1) and (2), together, "**Replacement Assets**"), in each case    received at the time of such Asset Sale; or

(3)promissory notes or debt  securities representing seller financing ("**Seller Financing**"); and

(B)upon and after the Asset Sale    Amount exceeding $300,000,000, 100% of the consideration received for assets    sold by the Borrower or the Restricted Subsidiary, as the case may be, in    the Asset Sale will be in the form of:

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

(2)Replacement Assets; or 

(3)Seller Financing.

   

(b)*Asset**Sale    Offer.* (i) Within 5 Business Days following receipt of Net Cash    Proceeds with respect to an Asset Sale by the Borrower or a Mexican    Subsidiary (the "**Asset Sale Offer Trigger Date**"), *provided*    that the aggregate amount of such Net Cash Proceeds so received in respect    of Asset Sales after the date hereof (but excluding any such Net Cash    Proceeds that have previously been included in an Asset Sale Offer Amount    (as defined below), whether or not accepted) is at least $15 million, the    Borrower or any Mexican Subsidiary will make an offer to prepay an aggregate    principal amount of the Loans (the "**Asset Sale Offer**") equal to the    amount by which the Net Cash Proceeds received by the Borrower or such    Mexican Subsidiary on the closing of such Asset Sale exceeds $10 million    (the "**Asset Sale Offer Amount**"), at a purchase price equal to 100% of    the principal amount of the Loans to be prepaid, plus accrued and unpaid    interest thereon and all other amounts payable under Section 5.04 in    connection thereof, to the date of prepayment. The Borrower or such    Mexican Subsidiary will prepay pursuant to an Asset Sale Offer Loans from    all Lenders accepting such Asset Sale Offer (the "**Accepting    Lenders**") on a *pro rata* basis (based on amounts of Loans the Accepting    Lenders elected to have prepaid). Pending application in accordance with    this Section, Net Cash Proceeds will be invested in Cash Equivalents.

 (ii)To conduct an Asset Sale  Offer, the Borrower shall deliver to the Administrative Agent an Asset Sale  Offer Notice offering to prepay the Loans as described above. Each Asset  Sale Offer Notice shall state, in addition to the matters specified in the  definition thereof, the prepayment date (the "**Asset Sale Offer Payment Date**"),    which shall be no later than the fifth Business Day after receipt was due    of the Lenders' election to have their Loans repaid in accordance with the    following sentence. The Administrative Agent shall forward such Asset Sale    Offer Notice to the Lenders within one Business Day following its receipt    thereof. Upon receiving an Asset Sale Offer Notice, each Lender may elect,    by notice to the Administrative Agent and the Borrower not later than five    Business Days after receipt of the Asset Sale Notice, to have its Loan prepaid    in whole or in part in integral multiples of $1,000, and shall notify the    Administrative Agent of its acceptance thereof and, if relevant, the portion    of its Loan to which such acceptance applies. If any Lender does not deliver notice of its election to have its Loans repaid    within five Business Days after receipt of the Asset Sale Notice, such Lender    shall be deemed to have declined the Asset Sale Offer.

 (iii)On the Asset Sale Offer  Payment Date, the Borrower will, to the extent lawful, prepay the relevant  portion of each Loan as to which such Asset Sale Offer has been accepted on  the terms specified in this Section. To the extent that the aggregate  amount of Loans the Accepting Lenders elected to have prepaid (the "**Applicable Loans**")    exceeds the Asset Sale Offer Amount, the Borrower will prepay the Applicable    Loans on a *pro rata* basis (based on amounts of the Applicable Loans    as to which the Asset Sale Offer was accepted).

 (iv)To the extent that the aggregate    amount of Loans prepaid pursuant to an Asset Sale Offer is less than the aggregate    amount of Net Cash Proceeds, the Borrower may use any remaining Net Cash Proceeds    from any Asset Sale for general corporate purposes of the Borrower and its    Subsidiaries except that Net Cash Proceeds from the sale of Collateral will    be deposited into and held in a control account of the Borrower which shall    be under the sole dominion and control of the Collateral Agent.

 (v)If at any time any non-cash    consideration received by the Borrower or any Obligor, as the case may be,    in connection with any Asset Sale is converted into or sold or otherwise disposed    of for cash (other than interest received with respect to any non-cash consideration),    the conversion or disposition will be deemed to constitute an Asset Sale hereunder    and the Net Cash Proceeds thereof will be applied in accordance with this    Section 9.14 within the applicable time period from such conversion or disposition    as set forth above.

 

Section 9.15*.Use Of Proceeds.*It will use the proceeds of the Loans solely (a) to financeall or any part of the acquisition of raw materials, utilities and otherProperty (including working capital loans ("*creditosde habilitacion*" or "*avio*")), (b) to refinance any Indebtednessincurred or assumed for the purpose described in clause (a) and (c) to pay feesand expenses relating to the transactions contemplated hereby, providedthat no Loan Party shall be responsible as to the use of any of such proceeds.

 

Section 9.16*. Dividend Payments.*It will notdeclare or make any Dividend Payment if, at the time thereof and after givingeffect thereto, a Default has occurred and is continuing.

 

Section 9.17*. Minimum Collateral Ratio.*It willnot permit the Collateral Ratio to be at any time less than 1.75 to 1.00.

 

Section9.18*. Pledge Account.*By not later than November 23, 2005 and at alltime thereafter, the Borrower shall ensure that the Pledge Account is subjectto an effective account control agreement in the form of Exhibit M hereto (orin such other form as may be reasonably approved by the Collateral Agent).

 

**Article 10Other Covenants Of The Borrower**

   

Section 10.01*. Covenants Of The Borrower.*The Borrower covenants and agrees with the    Loan Parties that, so long as any Commitment or Loan is outstanding and until    payment in full of all amounts payable by the Borrower hereunder and under    the other Loan Documents:

   

Section 10.02*. Covenants Of the Borrower.***

 

(a)*Consolidated Net Worth*. It will not permit its Consolidated Net Worth at any time to be less than    80% of its Consolidated Net Worth as at December 31, 2004 (calculated in constant    Pesos).

 

(b)*Interest Coverage Ratio*. It will not permit the Interest Coverage Ratio to be at any time less than 2.00 to 1.00.

 

(c)*Debt to EBITDA Ratio*. It will not permit the Debt to EBITDA Ratio to be at any time greater than    5.00 to 1.00.

   

(d)*Ownership*. It will continue    to own, beneficially and of record, directly or indirectly, 100% of the Voting    Shares of each Pledgor (other than directors' qualifying shares or the    equivalent).

   

**Article 11Events Of Default**

 

Section 11.01*. Events Of Default.*If one or moreof the following events (herein called "Events of Default") shall occur and becontinuing:

 

(a)the Borrower shall fail to pay    when due any principal of any Loan or to prepay any Loan when required hereunder,    or shall fail to pay within three Business Days after the due date thereof    any interest on any Loan or any other amount payable hereunder or under any    Note or any other amount payable under any Loan Document; or

 

(b)any representation, warranty    or certification made or deemed made by any Obligor herein or in any other    Loan Document (or in any modification or supplement hereto or thereto), or    any certificate furnished to any Loan Party pursuant to the provisions hereof,    shall prove to have been false or misleading in any material respect as of    the time made or furnished; or

   

(c)any Obligor or any of its  Subsidiaries shall default in the payment of any principal of or interest on  any other Indebtedness (whether at stated maturity or at mandatory or optional  prepayment or otherwise) if such Indebtedness has an aggregate outstanding  principal amount of $10,000,000 (or its equivalent in other currencies) or  more ("**Material    Debt**"), or any default or event of default shall occur under any agreement    or instrument evidencing or relating to such Material Debt if the effect thereof    is to accelerate the maturity thereof, or to permit or enable the holder or    holders of such Material Debt, or an agent or trustee acting on its or their    behalf, to accelerate the maturity thereof, or to require the mandatory prepayment    or redemption thereof; or

 

(d)any Obligor shall default in    the observance or performance of any of its obligations under Section 9.01(a)    (with respect to the preservation and maintenance of the corporate existence    of such Obligor), Section 9.04, Section 9.05, Section 9.06, Section 9.09,    Section 9.12, Section 9.15,Section 9.16, orSection 9.17 or Article 10 hereof;    or (i) fail to perform or    observe any of its other obligations under this Agreement (other than as referred    to in clause (a) above) and such failure shall remain unremedied for 30 days    after written notice thereof shall have been given to the Borrower by the    Administrative Agent or any Lender; or

 

(e)any Obligor or any of its Material    Subsidiaries shall admit in writing its inability to, or be generally unable    to, pay its debts as such debts become due; or

 

(f)any Obligor or any of its Material    Subsidiaries shall (i) apply    for or consent to the appointment of, or the taking of possession by, a receiver,    custodian, *liquidador, conciliador, sindico*, trustee, examiner or liquidator    of itself or of all or a substantial part of its Property, (ii) make a general    assignment for the benefit of its creditors, (iii) file a petition seeking    to take advantage of any other law relating to bankruptcy, *concurso mercantil*,    insolvency, reorganization, liquidation, dissolution, arrangement or winding-up,    or composition or readjustment of debts or (iv) take any corporate action    for the purpose of effecting any of the foregoing; or

 

(g)a proceeding or case shall be    commenced against any Obligor or any of its Material Subsidiaries, without    its application or consent, seeking (i)    its reorganization, liquidation, dissolution, arrangement or winding up, (ii)    the appointment of a receiver, custodian, *liquidador, conciliador, sindico*,    trustee, examiner, liquidator or the like of it or of all or any substantial    part of its Property or (iii) similar relief in respect of it under any law    relating to bankruptcy, *concurso mercantil*, insolvency, reorganization,    winding up, or composition or adjustment of debts, and such proceeding or    case shall continue undismissed for a period of 90 or more days, or a declaration    of bankruptcy or *concurso mercantil* shall be entered against such Obligor    or Material Subsidiary under the Mexican *Ley de Concursos Mercantiles*    as now or hereafter in effect; or

   

(h)a judgment for the payment of    money is or judgments for the payment of money are rendered against any Obligor    or any of its Subsidiaries in an amount exceeding in the aggregate $10,000,000    (or its equivalent in other currencies) and shall remain unsatisfied, undischarged    and in effect for a period of 45 consecutive days without a stay of execution,    unless the same is adequately bonded or is being contested by appropriate    proceedings properly instituted and diligently conducted and, in either case,    such process is not being executed against assets thereof; or any Obligor    or any of its Subsidiaries shall fail to pay when due to Social Security,    INFONAVIT, IMSS or SAR any amount or amounts aggregating $10,000,000 or more    (or its equivalent in Pesos) except to the extent the amount or amounts due    are being contested in good faith by appropriate proceedings, which proceedings    have the effect of preventing the forfeiture or sale of the Property of such    Obligor or Subsidiary; or

   

(i)(w) any Mexican Governmental    Authority shall impose exchange controls prohibiting or in any manner materially    restricting the making of payments in respect of Indebtedness in a currency    other than Pesos; or (x) any Mexican Governmental Authority shall take any    action to condemn, seize, nationalize or appropriate any substantial portion    of the Property of any Obligor (with or without the payment of compensation);    or (y) any action is taken by a Mexican Governmental Authority, including    without limitation the declaration of a moratorium on payment of any Indebtedness,    that has an adverse effect on (i) the repayment of the Loans or (ii) the schedule    of payments of the Borrower hereunder or under the Notes; or (z) any Obligor    shall participate or take any action to participate in any facility or exercise    involving the rescheduling of its Material Debt or the alteration of the currency    in which it may pay its obligations; or

   

(j)any Obligor or any of its Subsidiaries    shall enter into any transaction of merger or consolidation, or liquidate,    wind up or dissolve itself (or suffer any liquidation or dissolution), or    sell, transfer or otherwise dispose of (in one transaction or in a series    of transactions) all or substantially all of its Property, except as expressly    permitted under Sections 9.09 and 9.14 hereof; or 

   

(k)Vitro shall (i) during any fiscal    year prior to fiscal year 2007, make Dividend Payments in an aggregate amount    exceeding $8,500,000 (or, in each case, its equivalent in Pesos or other currencies)    in such fiscal year or (ii) during fiscal year 2007 until payment in full    of all amounts payable by the Borrower hereunder and under the other Loan    Documents, make any Dividend Payment; or

   

(l)any of the Loan Documents becomes    unenforceable or the performance of the obligations of any Obligor thereunder    becomes illegal, or the security interest created under the Pledge Agreements    shall not constitute a valid first priority lien on and perfected security    interest in the Collateral, subject to no equal or prior Lien (other than    Liens permitted by Section 9.12(a) through (h)).

   

THEREUPON: in any such event, (1) the AdministrativeAgent shall, upon request of the Majority Lenders, by notice to the Borrowerdeclare the Commitments to be terminated forthwith, whereupon the Commitmentsshall forthwith terminate, and/or (2) the Administrative Agent shall, uponrequest of the Majority Lenders, by notice to the Borrower declare theprincipal then outstanding of, and the accrued interest on, the Loans and theNotes and all other amounts payable by the Borrower hereunder (including,without limitation, any amounts payable under Section 5.04 hereof) to beforthwith due and payable, whereupon such amounts shall be immediately due andpayable without presentment, demand, protest or other formalities of any kind,all of which are hereby expressly waived by the Borrower; provided, thatin the case of an Event of Default of the kinds referred to in clauses (f) or (g)above, the Commitments shall automatically terminate and such amounts shallautomatically become due and payable, without any further action by any party,and/or (3) the Collateral Agent shall, upon and pursuant to the instructions ofthe Administrative Agent, proceed to enforce its remedies under the PledgeAgreements.

 

Section11.02*. Application Of Funds.*After the exercise of remedies providedfor in Section 11.01 (or after the Loans have automatically become immediatelydue and payable), any amounts received on account of the obligations hereunder,shall be applied by the Administrative Agent in the following order:

 

(a)First, to payment of    that portion of the obligations hereunder, constituting fees, indemnities,    expenses and other amounts (including fees, charges and disbursements of counsel    to the Administrative Agent and amounts payable under Article 5) payable to    the Administrative Agent in its capacity as such;

   

(b)Second, to payment of    that portion of the obligations hereunder, constituting fees, indemnities    and other amounts payable to the Lenders (including fees, charges and disbursements    of counsel to the respective Lenders and amounts payable under Article 5),    ratably among them in proportion to the respective amounts described in this    clause Second payable to them;

   

(c)Third, to payment of    that portion of the obligations hereunder, constituting accrued and unpaid    interest on the Loans and other Obligations, ratably among the Lenders in    proportion to the respective amounts described in this clause Third    payable to them; 

   

(d)Fourth, to payment of    that portion of the obligations hereunder, constituting unpaid principal of    the Loans, ratably among the Lenders in proportion to the respective amounts    described in this clause Fourth held by them; and

   

(e)Last, the balance, if    any, after all of the obligations hereunder, have been indefeasibly paid in    full, to the Borrower or as otherwise required by Law.

   

**Article 12[reserved]**

   

**Article 13The Agents**

Section 13.01*. Appointment, Powers And Immunities.*

 

(a)Each Lender hereby appoints    and authorizes each Agent to act as its agent hereunder and under other Loan    Documents to which it is a party with such powers as are specifically delegated    to such Agent by the terms hereof and thereof, together with such other powers    as are reasonably incidental thereto. Each Agent (which term as used in this    sentence and in Section 13.05 hereof and the first sentence of Section 13.06    hereof shall include reference to their respective affiliates and its own    and their respective affiliates' officers, directors, employees and agents):

(i)shall have no duties or responsibilities    except those expressly set forth in this Agreement and the other Loan Documents,    and shall not by reason of this Agreement or the other Loan Documents be a    trustee or fiduciary for any party hereto;

(ii)shall not be responsible to    the Lenders for any recitals, statements, representations or warranties contained    in this Agreement or the other Loan Documents, or in any certificate or other    document referred to or provided for in, or received by any of them under,    this Agreement or the other Loan Documents, or for the value, validity, effectiveness,    genuineness, enforceability or sufficiency of any Loan Document or any other    document referred to or provided for herein or therein or for any failure    by any Obligor or any other Person to perform any of its obligations hereunder    or thereunder;

(iii)shall not be required to initiate    or conduct any litigation or collection proceedings hereunder (and shall not    commence an action or proceeding on behalf of any Lender without obtaining    the consent of such Lender thereto); and

(iv)shall not be responsible for    any action taken or omitted to be taken by it hereunder or under any other    document or instrument referred to or provided for herein or therein or in    connection herewith or therewith, except for its own gross negligence or willful    misconduct.

  

Each Agent may employ agents and attorneys in factand shall not be responsible for the negligence or misconduct of or for thesupervision of any such agents or attorneys in fact selected by it in goodfaith.

 

(b)Each Lender and the Administrative    Agent irrevocably authorize and direct the Administrative Agent and the Collateral    Agent to enter into the Additional Interest Letter and the Pledge Agreements    and to comply with the terms thereof.

   

(c)Before the Collateral Agent    acts or refrains from acting hereunder, it may require an officer's certificate    of the Borrower and/or an opinion of counsel satisfactory to the Collateral    Agent with respect to such action or inaction. The Collateral Agent shall    not be liable for any action it takes or omits to take in good faith in reliance    on such certificate or opinion. Whenever in the administration of this Agreement    the Collateral Agent shall deem it necessary or desirable that a matter be    provided or established prior to taking or suffering or omitting to take any    act under this Agreement, such matter (unless other evidence in respect thereof    be herein specifically prescribed) may, in the absence of gross negligence    or bad faith on the part of the Collateral Agent, be deemed to be conclusively    proved and established by an officers' certificate delivered to the Collateral    Agent, and such certificate, in the absence of gross negligence or bad faith    on the part of the Collateral Agent, shall be full warrant to the Collateral    Agent for any action taken, suffered or omitted to be taken by it under the    provisions of Article 13 upon the faith thereof.

   

Section13.02*. Reliance By Agents.*Each Agent shall be entitled toconclusively rely upon any certification, notice or other communication(including, without limitation, any thereof by telephone, telecopy, telex,telegram or cable) reasonably believed by it to be genuine and correct and tohave been signed, made or sent by or on behalf of the proper Person or Persons,and upon advice and statements of legal counsel and other experts selected bysuch Agent, as the case may be. As to any matters not expressly provided forby this Agreement and the other Loan Documents, each Agent shall in all casesbe fully protected in acting, or in refraining from acting, hereunder inaccordance with instructions given by the Majority Lenders, and suchinstructions of the Majority Lenders and any action taken or failure to actpursuant thereto shall be binding on all of the Lenders.

 

Section13.03*. Defaults.*Neither Agent shall be deemed to have knowledge ornotice of the occurrence of a Default (other than, in the case of theAdministrative Agent, a failure to make a payment of principal of or intereston the Loans) unless such Agent has received notice from a Lender or theBorrower specifying such Default and stating that such notice is a "Notice ofDefault". In the event that the Administrative Agent receives a Notice of aDefault, the Administrative Agent shall give prompt notice thereof to theLenders and the Collateral Agent. The Administrative Agent shall (subject to Section13.07 hereof) take such action with respect to any such Default as shall bedirected by the Majority Lenders, provided, that unless and until theAdministrative Agent shall have received such directions, the AdministrativeAgent may (but shall not be obligated to) take such action, or refrain fromtaking such action, with respect to such Default as it shall deem advisable inthe best interest of the Lenders except to the extent that this Agreementexpressly requires that such action be taken, or not be taken, only with theconsent or upon the authorization of the Majority Lenders or all of theLenders.

 

Section13.04*. Rights As A Lender.*With respect to its Commitment and theLoans made by it, Credit Suisse (and any successor acting as AdministrativeAgent or Collateral Agent, as the case may be) in its individual capacity as aLender hereunder (if applicable) shall have the same rights and powershereunder as any other Lender and may exercise the same as though it were notacting as the Administrative Agent or the Collateral Agent, as applicable, andthe term "Lender" or "Lenders" shall, unless the context otherwise indicates,include the Administrative Agent and the Collateral Agent in their individualcapacities. Credit Suisse (and any successor acting as Administrative Agent orCollateral Agent, as the case may be) and its affiliates may (without having toaccount therefor to any Lender) accept deposits from, lend money to, makeinvestments in and generally engage in any kind of banking, trust or otherbusiness with the Obligors as if it were not acting as the Administrative Agentor Collateral Agent, as applicable, and Credit Suisse (and any such successor)and its affiliates may accept fees and other consideration from the Obligorsfor services in connection with this Agreement or otherwise without having toaccount for the same to the Lenders.

 

Section13.05*. Indemnification.*The Lenders agree to indemnify each Agent (tothe extent not reimbursed under Section 14.03 hereof, but without limiting theobligations of the Borrower under said Section 14.03 hereof) ratably inaccordance with the aggregate principal amount of the Loans held by the Lenders(or, if no Loans are at the time outstanding, ratably in accordance with theirrespective Commitments), for any and all liabilities, claims, obligations,losses, damages, penalties, actions, judgments, suits, costs, expenses ordisbursements of any kind and nature whatsoever (including without limitationthe fees and disbursements of counsel) that may be imposed on, incurred by orasserted against such Agent arising out of or by reason of any investigation inany way relating to or arising out of this Agreement or any of the other LoanDocuments or any other documents contemplated by or referred to herein ortherein or the transactions contemplated hereby or thereby (including, withoutlimitation, the costs and expenses that the Borrower is obligated to pay under Section14.03 hereof, but excluding, unless an Event of Default has occurred and iscontinuing, normal administrative costs and expenses incident to theperformance of its agency duties hereunder) or the enforcement of any of theterms hereof or thereof or of any such other documents, provided, thatno Lender shall be liable for any of the foregoing to the extent they arisefrom the gross negligence or willful misconduct of the party to be indemnifiedas determined by a final, nonappealable judgment by a court of competentjurisdiction. In no event shall any Loan Party be liable for any punitive orconsequential damages in connection with any of the Loan Documents. Theobligations of the Lenders under this Section 13.05 shall survive thetermination of this Agreement, the repayment of the Loans and the resignationor removal of either Agent.

 

Section 13.06*. Non Reliance On Agents And Other Lenders.*Each Lender agrees that it has, independently and withoutreliance on either Agent or the Arranger or any other Lender, and based on suchdocuments and information as it has deemed appropriate, made its own creditanalysis of the Obligors and decision to enter into this Agreement and that itwill, independently and without reliance upon either Agent or the Arranger orany other Lender, and based on such documents and information as it shall deemappropriate at the time, continue to make its own analysis and decisions intaking or not taking action under this Agreement or the other Loan Documents. The Agents shall not be required to keep themselves informed as to theperformance or observance by the Obligors of this Agreement or any other LoanDocument or any other document referred to or provided for herein or therein orto inspect the Properties or books of any Obligor. Except for notices, reportsand other documents and information expressly required to be furnished to theLenders by an Agent hereunder, such Agent shall not have any duty orresponsibility to provide any Lender with any credit or other informationconcerning the affairs, financial condition or business of any Obligor that maycome into the possession of such Agent or any of its affiliates.

 

Section 13.07*. Failure To Act.*Except for actionexpressly required of an Agent hereunder or under any other Loan Document, suchAgent shall in all cases be fully justified in failing or refusing to acthereunder or thereunder unless it shall receive further assurances to itssatisfaction from the Lenders of their indemnification obligations under Section13.05 hereof against any and all liability and expense that may be incurred byit by reason of taking or continuing to take any such action. No provision ofthis Agreement shall require either Agent to expend or risk its own funds orotherwise incur financial liability in the performance of any of its dutieshereunder or in the exercise of any of its rights or powers, if it shall havereasonable grounds to believe that repayment of such funds or adequateindemnity against such risk or liability is not reasonably assured to it.

 

Section13.08*. Resignation Or Removal Of Agents.*Either Agent may resign atany time by giving notice thereof to the Lenders, the other Agent and the Borrower,and either Agent may be removed at any time with or without cause by theMajority Lenders. Upon any such resignation or removal, the Majority Lendersshall have the right to appoint a successor Agent, which shall, unless an Eventof Default has occurred and is continuing, be approved by the Borrower (suchapproval not to be unreasonably withheld). If no successor Agent shall havebeen so appointed by the Majority Lenders and shall have accepted suchappointment within 30 days after the retiring Agent's giving of notice of resignationor the Majority Lenders' removal of the retiring Agent, then the retiringAgent's resignation shall nonetheless become effective and (i) the retiringAgent shall be discharged from its duties and obligations hereunder and (ii)the Majority Lenders shall perform the duties of the Agent (and all paymentsand communications provided to be made by, to or through such Agent shallinstead be made by or to each Lender directly) until such time as the MajorityLenders appoint a successor agent as provided for above in this paragraph, providedthat the Collateral Agent shall continue to maintain control of any Collateralfor the benefit of the Lenders until a successor is appointed. Upon theacceptance of any appointment as an Agent hereunder by a successor Agent, suchsuccessor Agent shall thereupon succeed to and become vested with all therights, powers, privileges and duties of the retiring Agent, and the retiringAgent shall be discharged from its duties and obligations hereunder and underany other Loan Document except to the extent of liability arising from prioraction. Notwithstanding the foregoing, no removal of either Agent shall beeffective until all amounts then due and owing to the removed Agent shall bepaid in full. After any retiring Agent's resignation or removal hereunder asAgent, the provisions of this Article 13 shall continue in effect for itsbenefit in respect of any actions taken or omitted to be taken by it while itwas acting as an Agent.

 

Section13.09*. The Arranger.*The Arranger, in its capacity as such, shall nothave any obligations or liabilities hereunder or under any other Loan Document.

   

**Article 14    Miscellaneous**

   

Section14.01*. Waiver.*No failure on the part of any Loan Party to exerciseand no delay in exercising, and no course of dealing with respect to, anyright, power or privilege under any Loan Document shall operate as a waiverthereof, nor shall any single or partial exercise of any right, power orprivilege under any Loan Document preclude any other or further exercise thereofor the exercise of any other right, power or privilege. The remedies providedherein are cumulative and not exclusive of any remedies provided by law.

 

Section 14.02*. Notices.***

 

(a)All notices, requests,    instructions, directions and other communications provided for herein    (including, without limitation, any modifications of, or waivers, requests    or consents under, this Agreement) shall be given or made in writing    (including, without limitation, by telecopy) delivered, if to any Obligor or    any Agent, to its address specified on the signature pages hereto, and if to    any Lender, to its "Address for Notices" specified opposite its name on    Annex 1 hereto; or, as to any party, at such other address as shall be    designated by such party in a notice to the Administrative Agent and the    Borrower. 

   

(b)Except as otherwise provided    in this Agreement, all such communications shall be deemed to have been duly    given upon receipt of a legible copy thereof, in each case given or addressed    as aforesaid.

   

(c)All notices required by this    Agreement to be given to the Borrower may be so given by being delivered,    in accordance herewith, to the Borrower at the address specified beneath its    signature hereto.

   

Section 14.03*. Expenses,Etc.*

 

(a)(i) The Borrower agrees to pay    or reimburse each Agent and the Arranger for all of its reasonable and documented    out of pocket costs and expenses (including, without limitation, the reasonable    fees and expenses of Davis Polk & Wardwell, special New York counsel to    the Administrative Agent, Creel, Garcia-Cuellar y Muggenburg, S.C., special Mexican counsel    to the Agents, and printing, reproduction, document delivery, communication    and travel costs) in connection with (y) the syndication, negotiation, preparation,    execution and delivery of this Agreement and the other Loan Documents and    the making of the Loans hereunder and (z) in the case of the Administrative    Agent only, the administration of and the negotiation or preparation of any    modification, supplement or waiver of any of the terms of this Agreement or    any of the other Loan Documents (whether or not consummated) and (ii) each    Obligor agrees to reimburse each Loan Party for all of its documented out    of pocket costs and expenses (including, without limitation, the fees and    expenses of legal counsel) in connection with (A) any Default and any enforcement    or collection proceeding resulting therefrom, including, without limitation,    all manner or participation in or other involvement with (1) performance,    if any, by the Collateral Agent of any obligations of an Obligor in respect    of the Collateral that such Obligor has failed or refused to perform, (2)    bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation    proceedings, or any actual or attempted sale, or any exchange, enforcement,    collection, compromise or settlement in respect of any of the Collateral and    for the care of the Collateral and defending or asserting rights and claims    of the Collateral Agent and in respect thereof, by litigation or otherwise,    including expenses of insurance, (3) judicial or regulatory proceedings and    (4) workout, restructuring or other negotiations or proceedings (whether or    not the workout, restructuring or transaction contemplated thereby is consummated)    and (B) the enforcement of this Section 14.03, and all such costs and expenses    shall be secured obligations entitled to the benefits of the Collateral provided    pursuant to the Pledge Agreements.

   

(b)The Borrower hereby agrees to    indemnify each Loan Party and the Arranger and their respective directors,    officers, employees, attorneys and agents from, and hold each of them harmless    against, any and all losses, liabilities, claims, damages (including indirect,    punitive and consequential damages) or expenses incurred by any of them arising    out of or by reason of any litigation or other proceedings (including any    threatened litigation or other proceedings) relating to the Loans or the use    or proposed use by the Borrower of the proceeds of any of the Loans, including,    without limitation, the fees and disbursements of counsel incurred in connection    with any such litigation or other proceedings (but excluding any such losses,    liabilities, claims, damages or expenses incurred by reason of the gross negligence    or willful misconduct of the Person to be indemnified, as determined by a    final, nonappealable judgment by a court of competent jurisdiction). In no    event shall any Loan Party be liable for any punitive or consequential damages    in connection with any of the Loan Documents.

 

Section 14.04*. Amendments,Etc.***

 

(a)Except as otherwise expressly    provided in this Agreement, any provision of this Agreement may be modified    or supplemented only by an instrument in writing signed by the Borrower and    the Majority Lenders, or by the Borrower and the Agents acting with the consent    of the Majority Lenders, and any provision of this Agreement may be waived    by the Majority Lenders or by the Agents acting with the consent of the Majority    Lenders; provided, that no modification, supplement or waiver shall,    unless by an instrument signed by all of the Lenders or by the Administrative    Agent acting with the consent of all of the Lenders (i)    increase or extend the term of the Commitments, (ii) extend the date fixed    for the payment of principal of or interest on any Loan or any fee hereunder,    (iii) reduce the amount of any such payment of principal, (iv) reduce the    rate at which interest is payable thereon or any fee is payable hereunder,    (v) alter the provisions of Section 6.01 hereof or waive any condition precedent    set forth therein, (vi) alter the terms of this Section 14.04, (vii) modify    the definition of the term "Majority Lenders, or modify in any other manner    the number or percentage of the Lenders required to make any determinations    or waive any rights hereunder or to modify any provision hereof or (viii)    change Sections 4.02, 4.06 or 11.02 in a manner that would alter the pro-rata    sharing or priority of payments required thereby.

 

(b)Any provision of the Pledge    Agreements may be modified or supplemented only by an instrument in writing    signed by the Borrower and the Majority Lenders, or by the Borrower and the    Agents acting with the consent of the Majority Lenders, and any provision    of the Pledge Agreements may be waived by the Majority Lenders or by the Agents    acting with the consent of Majority Lenders; provided, that (i) no modification, supplement    or waiver shall, unless by an instrument signed by all of the Lenders or by    the Administrative Agent acting with the consent of all of the Lenders effect    or permit a release of all or substantially all of the Collateral provided    under the Pledge Agreements and (ii) the Administrative Agent may amend the    schedule or list of secured parties under the Pledge Agreements to add any    Lender or remove any person that has ceased being a Lender. Notwithstanding    the foregoing, Collateral shall be released from the Lien of the Pledge Agreements    from time to time as necessary to effect any sale permitted by the Loan Documents,    and the Administrative Agent shall execute and deliver all release documents    reasonably requested to evidence such release.

   

(c)In addition to the foregoing,    any modification or supplement of Article 13 hereof, or of any of the rights    or duties of the Administrative Agent or the Collateral Agent hereunder or    under the Pledge Agreements or the Additional Interest Letter, shall require    the consent of the Administrative Agent or the Collateral Agent, as the case    may be.

   

Section14.05*. Successors And Assigns.*This Agreement shall be binding uponand inure to the benefit of the parties hereto and their respective successorsand permitted assigns.

 

Section14.06*. Assignments And Participations.*

 

(a)No Obligor may assign or otherwise    transfer any of its rights or obligations hereunder without the prior written    consent of each Lender (and any attempted assignment or transfer by the Borrower    without such consent shall be null and void). Nothing in this Agreement,    expressed or implied, shall be construed to confer upon any Person (except    the parties hereto, their respective successors and assigns permitted hereby    and, to the extent expressly provided herein, the Related Parties of the Lender    Parties) any legal or equitable right, remedy or claim under or by reason    of this Agreement.

   

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

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

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

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

 

Subject to acceptance and recordingthereof pursuant to subsection (d) of this Section, from and after theeffective date specified in each Assignment the assignee thereunder shall be aparty hereto and, to the extent of the interest assigned by such Assignment,have the rights and obligations of a Lender under this Agreement, and theassigning Lender thereunder shall, to the extent of the interest assigned bysuch Assignment, be released from its obligations under this Agreement (and, inthe case of an Assignment covering all of the assigning Lender's rights andobligations under this Agreement, such Lender shall cease to be a party heretobut shall continue to be entitled to the benefits of Section 5.01, Section 5.04,Section 5.05, and Section 14.03). Any assignment or transfer by a Lender ofrights or obligations under this Agreement that does not comply with thissubsection shall be treated for purposes of this Agreement as a sale by suchLender of a participation in such rights and obligations in accordance withsubsection (c)of this Section.

 

(c)The Administrative Agent,    acting for this purpose as an agent of the Borrower, shall maintain at one    of its offices in New York City a copy of each Assignment delivered to it    and a register for the recordation of the names and addresses of the    Lenders, their respective Commitments and the principal amounts of the Loans    owing to each Lender pursuant to the terms hereof from time to time (the "**Register**"). The entries    in the Register shall be conclusive, and the parties hereto may treat each    Person whose name is recorded in the Register pursuant to the terms hereof    as a Lender for all purposes of this Agreement, notwithstanding notice to    the contrary. The Register shall be available for inspection by any party    hereto at any reasonable time and from time to time upon reasonable prior    notice.

   

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

 

(e)Any Lender may, without the    consent of the Borrower or any other Lender Party, sell participations to    one or more banks or other entities ("**Participants**") in all or a portion    of such Lender's rights and obligations under this Agreement (including all    or a portion of its Commitments and the Loans owing to it); provided    that **Error! Bookmark not defined.**~~(i)~~(i) such Lender's obligations under this Agreement    shall remain unchanged, **Error! Bookmark not defined.**~~(ii)~~(ii) such Lender shall remain solely responsible    to the other parties hereto for the performance of such obligations and **Error!    Bookmark not defined.**~~(iii)~~(iii)    the Borrower and the other Lender Parties shall continue to deal solely and    directly with such Lender in connection with such Lender's rights and obligations    under this Agreement. Any agreement or instrument pursuant to which a Lender    sells such a participation shall provide that such Lender shall retain the    sole right to enforce the Loan Documents and to approve any amendment, modification    or waiver of any provision of the Loan Documents; provided that such    agreement or instrument may provide that such Lender will not, without the    consent of the Participant, agree to any amendment, modification or waiver    described in the first proviso to Section 14.04(a) and Section 14.04(b), respectively,    that affects such Participant. Subject to subsection (f) of this Section,    each Participant shall be entitled to the benefits of Section 5.01, Section    5.04, Section 5.05, and Section 14.03 to the same extent as if it were a Lender    and had acquired its interest by assignment pursuant to subsection (b) of    this Section.

   

(f)A Participant shall not be entitled    to receive any greater payment under Section 5.01 than the applicable Lender    would have been entitled to receive with respect to the participation sold    to such Participant, unless the sale of the participation to such Participant    is made with the Borrower's prior written consent.

   

(g)Any Lender may at any time pledge    or assign a security interest in all or any portion of its rights under this    Agreement to secure obligations of such Lender, including any pledge or assignment    to secure obligations to a Federal Reserve Bank, and this Section shall not    apply to any such pledge or assignment of a security interest; *provided*    that no such pledge or assignment of a security interest shall release a Lender    from any of its obligations hereunder or substitute any such pledgee or assignee    for such Lender as a party hereto. 

   

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

   

Section 14.07*. Survival.*Theobligations of the Borrower under Sections 5.01, 5.04, 5.05 and 14.03 (subject to the limitations under Section 14.03(b)) hereof, the obligations of the Lendersunder Section 13.05 hereof, shall survive the repayment of the Loans and thetermination of the Commitments and, in the case of any Lender that may assignany interest in its Commitments or Loans hereunder, shall survive, in the caseof any event or circumstance that occurred prior to the effective date of suchassignment, the making of such assignment, notwithstanding that such assigningLender may cease to be a "Lender" hereunder. In addition, each representationand warranty made, or deemed to be made by a notice of any Loan, herein orpursuant hereto shall survive the making of such representation and warranty.

 

Section 14.08*. Captions.*Thetable of contents and captions and section headings appearing herein areincluded solely for convenience of reference and are not intended to affect theinterpretation of any provision of this Agreement.

 

Section 14.09*. Counterparts.*This Agreement may be executed in any number of counterparts,all of which taken together shall constitute one and the same instrument andany of the parties hereto may execute this Agreement by signing any suchcounterpart. A set of the copies of this Agreement signed by all the partieshereto shall be lodged with the Borrower and each Agent.

 

Section 14.10*. Governing Law.*This Agreement and the rights and obligations of the partieshereunder shall be governed by, and construed in accordance with, the law ofthe State of New York.

 

Section14.11*. Jurisdiction, Service Of Process And Venue.*

 

(a)Each of the parties hereto irrevocably    and unconditionally submits, for itself and its property, to the exclusive    jurisdiction of the Supreme Court of the State of New York sitting in New    York County and of the United States District Court of the Southern District    of New York, and any relevant appellate court, in any action or proceeding    arising out of or relating to this Agreement and the other Loan Documents    (except for the Pledge Agreements), or for recognition or enforcement of any    judgment of any such court in any such action or proceeding, and hereby expressly    and irrevocably waives its rights to any other jurisdiction to which it may    be entitled to by reason of its present or future domiciles or for any other    reason.

   

(b)Each Obligor hereby    irrevocably appoints CT Corporation System (the "**Process Agent**"), with an office    on the date hereof at 111 8th Avenue, New York, New York 10011, as its agent    and true and lawful attorney-in-fact in its name, place and stead to accept    on behalf of such Obligor and its Property and revenues service of copies    of the summons and complaint and any other process which may be served in    any such suit, action or proceeding brought in the State of New York, and    each Obligor agrees that the failure of the Process Agent to give any notice    of any such service of process to such Obligor shall not impair or affect    the validity of such service or, to the extent permitted by applicable law,    the enforcement of any judgment based thereon. Such designation and appointment    shall be irrevocable until all principal and interest and all other amounts    payable under this Agreement and the other Loan Documents shall have been    paid in full in accordance with the provisions hereof and thereof. If such    Process Agent shall cease so to act, each Obligor covenants and agrees to    designate irrevocably and appoint without delay another such Process Agent    satisfactory to the Administrative Agent and to deliver promptly to the Administrative    Agent evidence in writing of such other Process Agent's appointment and acceptance.    For the avoidance of doubt, the appointment described in this Section 14.11(b)    shall be governed by, and construed in accordance with, the law of the State    of New York.

   

(c)Nothing herein shall in any    way be deemed to limit the ability of any Loan Party to serve any such process    or summonses in any other manner permitted by applicable law.

   

(d)Each Obligor hereby irrevocably    waives to the fullest extent permitted by law any objection that it may now    or hereafter have to the laying of the venue of any suit, action or proceeding    arising out of or relating to this Agreement or any of the other Loan Documents    (except for the Pledge Agreements) brought in the United States District Court    for the Southern District of New York or the Supreme Court of the State of    New York and hereby further irrevocably waives to the fullest extent permitted    by law any claim that any such suit, action or proceeding brought in any such    court has been brought in an inconvenient forum and any right to which it    may be entitled on account of place of residence or domicile. A final judgment    (in respect of which time for all appeals has elapsed) in any such suit, action    or proceeding shall be conclusive and may be enforced in any court to the    jurisdiction of which any Obligor is or may be subject, by suit upon judgment.

   

Section 14.12*. Waiver Of Jury Trial.*EACH OBLIGOR AND EACH OF THE LOAN PARTIES HEREBY IRREVOCABLYWAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TOTRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TOTHIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONSCONTEMPLATED HEREBY.

 

Section 14.13*. Waiver Of Immunity.*To the extent that any Obligor may be or become entitled toclaim for itself or its Property or revenues any immunity on the ground ofsovereignty or the like from suit, court jurisdiction, attachment prior tojudgment, attachment in aid of execution of a judgment or execution of ajudgment, and to the extent that in any such jurisdiction there may beattributed such an immunity (whether or not claimed), each Obligor herebyirrevocably agrees not to claim and hereby irrevocably waives such immunitywith respect to its obligations under this Agreement and the other Loan Documents.

 

Section 14.14*. Judgment Currency.*This is an international loan transaction in which thespecification of Dollars and payment in New York City is of the essence, and theobligations of the Obligors under this Agreement and the other Loan Documents toeach Loan Party (in this Section 14.14 called an "**EntitledPerson**") to make payment in Dollars shall not be discharged or satisfied byany tender or recovery pursuant to any judgment expressed in or converted intoany other currency or in another place except to the extent that on the BusinessDay following receipt of any sum adjudged to be so due in the judgment currencysuch Entitled Person may in accordance with normal banking procedures purchase,and transfer to New York City, Dollars in the amount originally due to suchEntitled Person with the judgment currency. If for the purpose ofobtaining judgment in any court it is necessary to convert a sum due hereunderin Dollars into another currency (in this Section 14.14 called the "**judgmentcurrency**"), the rate of exchange that shall be applied shall be that atwhich in accordance with normal banking procedures the Entitled Person couldpurchase such Dollars at New York, New York with the judgment currency on theBusiness Day next succeeding the day on which such judgment is rendered. EachObligor hereby, as a separate obligation and notwithstanding any such judgment,agree to indemnify such Entitled Person against, and to pay each EntitledPerson on demand, in Dollars, the amount (if any) by which the sum originallydue to such Entitled Person in Dollars hereunder exceeds the amount of theDollars purchased and transferred as aforesaid. Each Entitled Person, as aseparate obligation and notwithstanding any such judgment, agrees to pay to anyObligor hereby on demand, in Dollars, the amount (if any) by which the amountof the Dollars purchased and transferred as aforesaid exceeds the sumoriginally due to such Obligor in Dollars hereunder.

 

Section 14.15*. Use Of English Language.*This Agreement has been negotiated and executed in theEnglish language. All certificates, reports, notices and other documents andcommunications given or delivered pursuant to this Agreement (including,without limitation, any modifications or supplements hereto) shall be in theEnglish language, or accompanied by a certified English translation thereof,other than any document originally issued in a language other than English.

 

Section 14.16*. Entire Agreement.*This Agreement and the other Loan Documents and the agreementreferred to in Section 2.03 hereof constitute the entire agreement among theparties with respect to the subject matter hereof and thereof.

 

Section 14.17*. Severability.*If any provision hereof is found by a court to be invalid orunenforceable, to the fullest extent permitted by applicable law the partiesagree that such invalidity or unenforceability shall not impair the validity orenforceability of any other provision hereof.

 

Section 14.18*. Right Of Set-off.*Upon the occurrence and during the continuance of any Event ofDefault, each Lender and each of its Affiliates is hereby authorized at anytime and from time to time, to the fullest extent permitted by law, to set offand apply any and all deposits (general or special, time or demand, provisionalor final, in whatever currency) at any time held and other indebtedness at anytime owing by such Lender or such Affiliate to or for the credit or the accountof any Obligor against any and all of the obligations of such Obligor now or hereafterexisting under this Agreement and the other Loan Documents held by such Lender,whether or not such Lender shall have made any demand under this Agreement andalthough such obligations may be unmatured. Each Lender agrees promptly tonotify the Borrower after any such set-off and application, provided,that the failure to give such notice shall not affect the validity of suchset-off and application. The rights of each Lender and its Affiliates underthis Section are in addition to other rights and remedies (including, withoutlimitation, other rights of set-off) that such Lender and its Affiliates mayhave.

 

Section 14.19*. Confidentiality.*Each Lender agrees to hold all Confidential Informationobtained pursuant to the provisions of this Agreement or any other LoanDocument in accordance with its customary procedure for handling suchinformation of this nature and in accordance with safe and sound bankingpractices, provided, that nothing herein shall prevent any Lender fromdisclosing such information (i) to any other Loan Party, (ii) upon the order ofany court or administrative agency or otherwise to the extent required bystatute, rule, regulation or judicial process, (iii) to bank examiners or uponthe request or demand of any other regulatory agency or authority, (iv) which had been publicly disclosed other than as a result of a disclosure by any LoanParty prohibited by this Agreement, (v) in connection with any litigation towhich any one or more of the Loan Parties is a party, or in connection with theexercise of any remedy hereunder or under the Loan Documents, (vi) to such Loan Party's legal counsel and independent auditors and accountants, and (vii) subject to provisions substantially similar to those contained in this Section 14.19,to any actual or proposed participant or assignee, provided*,*further,that the Obligors and the Loan Parties hereby agree that the Obligors and theLoan Parties (and each of their respective employees, representatives, oragents) are permitted to disclose to any and all persons, without limitation ofany kind, the structure and tax aspects of the transactions contemplatedherein, and all materials of any kind (including opinions or other taxanalyses) that relate to such structure and tax aspects. In this regard, theparties acknowledge and agree that any disclosure of the structure or taxaspects of the transactions contemplated by this Agreement is not limited inany way by an express or implied understanding or agreement, oral or written(whether or not such understanding or agreement is legally binding).

 

Section 14.20*. No FiduciaryRelationship.*The Obligors acknowledge that the Lenders have no fiduciaryrelationship with, or fiduciary duty to, any Obligor or any Affiliate orSubsidiary thereof arising out of or in connection with this Agreement or theNotes or the other Loan Documents, and the relationship between each Lender andthe Obligors is solely that of creditor and debtor. This Agreement does notcreate a joint venture among the parties.

 

Section 14.21*. USA Patriot Act Notice.*Each Lender that is subject to the Act (as hereinafter defined) and theAdministrative Agent (for itself and not on behalf of any Lender) herebynotifies the Borrower that pursuant to the requirements of the USA Patriot Act(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the "**Act**"), it is required to obtain, verify and recordinformation that identifies the Borrower, which information includes the nameand address of the Borrower and other information that will allow such Lenderor the Administrative Agent, as applicable, to identify the Borrower inaccordance with the Act.

 

Section14.22*. Release Of Security Interests.*

 

(a)All security interests created    by the Pledge Agreements in the Collateral of a Pledgor under the Pledge Agreements    shall automatically be released, and such Pledgor shall be released from and    cease to be a party to any of the Pledge Agreements upon (i) the consummation    of any transaction permitted by this Agreement as a result of which such Pledgor    ceases to be a Subsidiary and (ii) delivery by the Borrower of a certificate    of a Responsible Officer stating that on and immediately after the consummation    of such transaction, no Default shall have occurred and be continuing.

   

(b)Upon the termination or expiration    of the Commitments and the indefeasible payment in full of all of the Secured    Obligations (*Obligaciones Garantizadas*; as such term is defined in    the Pledge Agreements), all security interests created by the Pledge Agreements    in the Collateral shall be released, and the Pledgors shall be released from    and cease to be a party to any of the Pledge Agreements.

   

(c)In connection with any termination    or release pursuant to Section 14.04(a) or Section 14.04(b) or this Section,    the Agents shall execute and deliver all documents that the Borrower shall    reasonably request to evidence such termination or release. Any execution    and delivery of documents pursuant to Section 14.04(b) or this Section shall    be without recourse to or warranty by the Agents.

   

(d)Collateral shall be released    as expressly provided in the Pledge Agreements.

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IN WITNESS WHEREOF, the parties hereto have caused thisAgreement to be duly executed and delivered as of the day and year first abovewritten.

 
| BORROWER                                                                                                                                 |
|------------------------------------------------------------------------------------------------------------------------------------------|
| VITRO PLAN, S.A. DE C.V.                                                                                                                 |
| By:                                                                                                                                      |   |
| Name:                                                                                                                                    |
| Title:                                                                                                                                   |
|                                                                                                                                     |
| Address for Notices:                                                                                                                     |
|                                                                                                                                     |
| Av. Ricardo Margain Zozaya No. 444  Col. Valle del Campestre  Garza Garcia, Nuevo Leon  Mexico CP 66265  Attn. Director General Juridico |

 
| CREDIT SUISSE,  acting through its Cayman Islands Branch, as Lender and as Administrative  Agent  and Collateral Agent |
|------------------------------------------------------------------------------------------------------------------------|
| By:                                                                                                                    |   | Name: 

Title: 

 

 

By:

 

Name: 

Title: 

 

Address for Notices: 

Credit Suisse

One Madison Ave.

New York, N.Y. 10010

Attn: Agency Group/John Burke

Tel: 212-325-4708

Fax: 212-325-8304

 

 

 

American          General Life Insurance Company

By:

 

 

Name:

 

 

Title:

 

 

  

 

[Bissini          Playfield]

By:

 

 

Name:

 

 

Title:

 

 

BPW          Emerging markets opportunity portfolio lp

By:

 

 

Name:

 

 

Title:

 

 

Cargill          Financial Services International, Inc.

By:

 

 

Name:

 

 

Title:

 

 

 

FIMEX          International Ltd.

By:

 

 

Name:

 

 

Title:

 

 

 

Spinnaker          Global Strategic Fund Ltd.

By:

 

 

Name:

 

 

Title:

 

 

 

Spinnaker          Global Emerging Markets Fund Ltd.

By:

 

 

Name:

 

 

Title:

 

 

 

Spinnaker          Global Opportunity Fund Ltd.

By:

 

 

Name:

 

 

Title:

 

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