DatedFebruary 3, 2006

 

VITROENVASES NORTEAMERICA, S.A. DE C.V.

 

asIssuer

 

-and-

 

THEBANK OF NEW YORK

 

as Issue Agent

Registrar andCreditor Representative

 

-and-

 

THEBANK OF NEW YORK (LONDON BRANCH)

 

asPrincipal Paying Agent

 

 

ISSUINGAND PAYING AGENCY AGREEMENT

 

relating to a$75,000,000 

Senior Secured ShortTerm Guaranteed Note Program

----

 

 

**THIS AGREEMENT**is made on the 3rd day of February2006,

 

AMONG

 

(1) VITRO ENVASES NORTEAMERICA, SA DE C.V., a company organized under the laws of Mexico,with corporate offices at A v. Ricardo Margain # 440, Col. Valle de Campestre,San Pedro Garza Garcia, Nuevo Leon, 66265 Mexico (the "Issuer");

 

(2) THEBANK OF NEW YORK as issue agent (the "Issue Agent"), registrar (the"Registrar") and Creditor Representative ("the CreditorRepresentative") on behalf of the holders of the Notes (as defined below)under the Master Collateral and Intercreditor Agreement (as defined below) andthe Guarantee (as defined below); and

 

(3) THEBANK OF NEW YORK (London Branch) as principal paying agent (the "Paying Agent").

 

WHEREAS pursuant to, and subject to the terms andconditions of, a dealer agreement of even date herewith made between the Issuerand BCP Securities, LLC, as dealer and arranger (the "Dealer") (suchagreement, as amended from time to time, the "Dealer Agreement"), theIssuer may from time to time issue up to $75,000,000 Senior Secured Short TermGuaranteed Notes (the "Notes");

 

WHEREAS, the Issuer has requested The Bank of NewYork, and The Bank of New York has agreed. to act as Issue Agent and Registrarin respect of the Notes;

 

WHEREAS, the Issuer has requested The Bank of NewYork (London Branch), and The Bank of New York (London Branch) has agreed, toact as Paying Agent in respect of the Notes; and

 

WHEREAS, The Bank of New York will be deemed to havebeen appointed by 'the holders of a beneficial interest in the Notes (the"Beneficial Holders"), pursuant to the Notes, to act as CreditorRepresentative on their behalf (i) with respect to the enforcement of the Col1ateralpursuant to the Master Collateral and lntercreditor Agreement (as definedbelow), and (ii) with respect to the enforcement of the Guarantee (as definedbelow), and the Issuer desires to acknowledge such appointment of The Bank ofNew York.

 

IT IS AGREED as follows:

 

1. Definitions

 

1.1 Inthis Agreement:

 

"*Accession Agreement*" means the agreementdated as of February 3, 2006 among HSBC Bank USA, National Association, theIssuer, the Grantor Subsidiaries and the Creditor Representative on behalf of theholders of the Notes;

 

"*Business Day*" means a day (other than aSaturday or a Sunday) on which commercial banks are open for business in London, New York and Mexico City;

 

"*Clearing System*" means Euroclear BankS.A./N.V., as operator of the Euroclear system, or Clearstream Banking, *societeanonyme*, Luxembourg or such other recognized c1earing system as may beagreed from time to time between the Issuer and the Issue Agent, or anysuccessor to such entity;

 

"*Collateral*" shall have the meaningassigned to such term in the Master Collateral and Intercreditor Agreement.

 

"*Common Depository*" means The Bank of NewYork Depository (Nominees) Limited acting as a depository common to theClearing System at such offices in London as shall be notified by both of themto the Issue Agent from time to time;

 

"*Definitive Note*" means a certificated Noteregistered in the name of the Holder thereof and issued in accordance withSections 3.6 and 3.7 hereof, substantial1y in the form of Annex A hereto;

 

"*Dollars*" and "*$*" denotethe lawful currency for the time being of the United States of America;

 

"*Global Note*" means the global notedeposited with or on behalf of and registered in the name of the CommonDepository or its nominee, substantially in the form of Annex B hereto;

 

"Grantor Subsidiaries" means    Industria del Alcali, S.A. de C.V., Compania Vidriera, S.A. de C.V., Fabricacion    de Maquinas, S.A. de C.V., Vidriera Guadalajara, S.A. de C.V., Vidriera Monterrey.    S.A. de C.V., Vidriera Queretaro, S.A. de C.V., Vidriera Toluca, S.A. de C.V.,    Vidriera los Reyes, S.A. de C.V., Vitro Packaging, Inc. and Centro de Tecnologia    Vidriera, Ltd;

 

"*Guarantee*" means the Note Guarantee issuedby the Issuer and certain of its subsidiaries in connection with the Notes;

 

"*Holder*" means a Person in whose name aNote is registered;

 

"Master Collateral and Intercreditor Agreement"means the agreement dated as of July 23, 2004 among the Issuer, the Collateraland Intercreditor Agent (as defined therein), The Bank of New York, as Trusteeon behalf of the Holders of the 10.75% Senior Secured Guaranteed Notes due2011, the Grantor Subsidiaries party thereto and the other Secured Creditorsfrom time to time party thereto;

 

"*Person*" means any individual, corporation,partnership, joint venture, association, joint-stock company, trust,unincorporated organization, limited liability company or government or otherentity; and

 

"*Pesos*" means the lawful currency for thetime being of the United Mexican States.

 

1.2 Capitalized terms used in this Agreement but nototherwise defined herein shall have the meanings given to them in the MasterCollateral and Intercreditor Agreement.

 

2. Appointments

 

2.1. The Issuer hereby appoints The Bank of New York,at its specified office, as Issue Agent and Registrar for the Notes, and TheBank of New York hereby accepts such appointments upon the terms and conditionsset forth herein.

 

2.2. The Issuer hereby appoints The Bank of New York(London Branch), at its specified office, as Paying Agent, and The Bank of NewYork (London Branch) hereby accepts such appointment upon the terms andconditions set forth herein.

 

2.3. The Bank of New York hereby agrees to and acceptsits appointment by the Beneficial Holders of the Notes, pursuant to the Notes,to act as Creditor Representative on behalf of such holders in respect of theMaster Collateral and Intercreditor Agreement and the Guarantee.

 

(a) Inits capacity as Creditor Representative in respect of the Master Collateral and Intercreditor Agreement, The Bank of New York acknowledges and agrees (i) thatit may, in its sole discretion and without the consent of the BeneficialHolders of the Notes, take enforcement action with respect to the Collateraland (ii) that it shall, at the written direction of the Beneficial Holders ofat least a majority of the aggregate principal amount of Notes outstanding,take enforcement action with respect to the Collateral and any other actionnecessary or appropriate in order to enforce any of the terms of the MasterCollateral and Intercreditor Agreement upon receipt of indemnity satisfactoryto it against the reasonable and documented costs, expenses (includingreasonable attorneys' fees and expenses) and liabilities that might be incurredby it in compliance with such direction.

 

(b) Inits capacity as Creditor Representative in respect of the Guarantee, The Bankof New York acknowledges and agrees (i) that it may, in its sole discretion andwithout the consent of the Beneficial Holders of the Notes, take enforcementaction with respect to the Guarantee and (ii) that it shall, at the writtendirection of the Beneficial Holders of at least a majority of the aggregateprincipal amount of Notes outstanding, take all actions necessary orappropriate in order to enforce the obligations under the Guarantee uponreceipt of indemnity satisfactory to it against the reasonable and documentedcosts, expenses (including reasonable attorneys' fees and expenses) andliabilities that might be incurred by it in compliance with such direction.

 

2.4. The Issuer hereby acknowledges such appointment ofThe Bank of New York as Creditor Representative on behalf of the BeneficialHolders of the Notes.

 

2.5. The Paying Agent, the Issue Agent and theRegistrar are hereinafter together referred to as the "Agents."Any reference herein to "Agent" or "specified office" shallbe deemed to include such other agent or office of the Agent (as the case maybe) as may be appointed or specified from time to time hereunder.

 

3. Issueof Notes

 

3.1. Each Global Note and Definitive Note issuedhereunder shall be issuable only in registered form substantially in the formset forth as Annex A and Annex B hereto, respectively, or in such other form asmay be agreed between the Issuer and the Issue Agent from time to time, andshall be duly executed either manual1y or in facsimile on behalf of the Issuerand authenticated by an authorized signatory or signatories of the Issue Agent.All the Notes to be issued on any issue date which have identical terms andconditions shall be designated as a separate series of Notes. The Issuer shallprocure that a sufficient quantity of executed but unauthenticated blank Notesis at all times available to the Issue Agent for the purpose of issuehereunder.

 

3.2. The Issue Agent shall receive from the Dealer, byfacsimile transmission, electronic transmission or telex, details of any seriesof Notes to be issued by it under this Agreement and all such other infom1ationas the Issue Agent may require for it to carry out its functions as "contemplatedby this Section 3.2, not later than 5:00 p.m. (London time) on the secondBusiness Day preceding the proposed issue date for such series (or such latertime or date as may subsequently be agreed between the Dealer and the IssueAgent). Thereupon, the Issue Agent shall be authorized to complete, as the casemay be, Definitive Notes and/or a Global Note, in the appropriate aggregateprincipal amount, by inserting in the appropriate place on the face of eachNote, *inter alia*, the dates on which such Note shall be issued and shallmature, and otherwise completing the same. For the purposes of this Section3.2, the Issue Agent may, if it considers it appropriate in the circumstances,treat a telephone communication from a person who the Issue Agent reasonably believesto have been duly authorized by a Dealer as sufficient instructions andauthority to act in accordance with the provisions of this Section 3.2.

 

3.3. If any such Notes as are mentioned in Section 3.2are not to be issued on any issue date, the Issuer shall, prior to the timesuch Notes are delivered or made available for collection, notify the IssuerAgent in writing. Upon receipt of such notice, the Issue Agent sha1lnotthereafter deliver or make available the relevant Notes, but shall cancel anddestroy them.

 

3.4 The Issue Agent shall, upon notification byfacsimile transmission, electronic transmission or telex from the Dealer whohas arranged to purchase Notes nom the Issuer that payment by it to the Issuerof the purchase price of any Note has been or will be duly mad!: and (ifapplicable) of details of the securities account hereinafter referred to:

 

(i) inthe case of Definitive Notes, deliver such Notes on their issue date to theHolder thereof; or

 

(ii) inthe case of a Global Note, deliver such Note on its issue date to the CommonDepository; or

 

(iii) if nosuch details are given, make such Notes available on their issue date forcollection at its specified office.

 

3.5. As soon as practicable after the date of issue ofany series of Notes, the Issue Agent shall deliver to the Issuer, the PayingAgent and the Registrar, particulars of (i) the number and aggregate principalamount of the Notes completed, authenticated and delivered by it, or madeavailable by it for collection on such date, (ii) the issue date and thematurity date of such Notes, (iii) the series and serial numbers of all suchNotes, (iv) the name and address of the Holders of such Notes, (v) theaggregate principal amount of all Notes of all series outstanding upon the issuanceof such series of Notes and (vi) whether any Note is a Global Note orDefinitive Note.

 

3.6. Global Notes will be exchanged by the Issuer forDefinitive Notes if the Clearing System in which the Global Note is heldnotifies the Issuer that it is unwilling or unable to continue to act asdepository and a successor depository is not appointed by the Issuer within 120days.

 

3.7. The Issuer hereby authorizes and instructs theIssue Agent to complete, authenticate and deliver on its behalf Definitive Notesin accordance with Section 3.6 presented to the Issue Agent for exchange inwhole or in part.

 

4. NoteRegister: Registration of Transfer

 

4.1. The Registrar shall maintain at its office at 101 Barclay Street, Floor 21W, New York, New York 10286. Attention: Corporate TrustDepartment, or such other office of which it has notified the other partieshereto, a register of all Notes in which, subject to such reasonableregulations as it may prescribe, the Registrar shall provide for theregistration of Notes and of transfers and exchanges of such Notes as hereinprovided.

 

4.2. Upon surrender for registration of transfer of anyregistered Note at the office or agency specified pursuant to Section 4.1, theRegistrar shall execute, authenticate and deliver, in the name of thedesignated transferee or transferees, one or more new Notes, in authorizeddenominations of a like aggregate principal amount.

 

Every Note presented or surrenderedfor registration of transfer or exchange shall be accompanied by a writteninstrument of transfer and certification as to compliance with the restrictionson transfers of Notes, as applicable, in form satisfactory to the Issuer dulyexecuted by the Holder which signature on such instrument and certificationmust be guaranteed by a member of the New York Stock Exchange or a commercialbank or trust company. The Registrar shall not register any transfer unlesssuch instrument and certification has been provided. Each Note surrendered forregistration of transfer or exchange shall be canceled and subsequentlydestroyed by the Registrar.

 

No service charge shall be madeto a Holder for any registration of transfer or exchange of Notes, but theIssuer or the Registrar may require payment of a sum sufficient to cover anytax or governmental charge that may be imposed in connection with any transferor exchange of Notes.

 

5. Payment

 

5.1. The Issuer hereby authorizes and directs thePaying Agent from Dollar funds so received by the Paying Agent in respect ofeach series of Notes to make payment of all amounts due on the Notes of suchseries as set forth herein and in the Notes. In the event that the Paying Agenthas received some funds prior to the day on which payment is due on a series ofNotes but not sufficient funds to pay the full amounts due on such Notes, thePaying Agent is hereby authorized and directed to make a partial payment prorata to the Holder of each such Note upon presentation of such Note based uponthe amount of funds available to pay such series.

 

5.2. The Paying Agent will forthwith notify the Issuerand the Registrar if it has not by 5:00 p.m., London time, on the Business Dayprior to the maturity date or Redemption Date of any series of Notes receivedthe full amount payable upon maturity or redemption of such Notes. Such noticeshall specify whether any payment is to be made upon such series and, if apartial payment is to be made, shall specify the percentage of the amount dueon each such Note that is to be paid.

 

5.3. If at any time the Paying Agent makes a partialpayment in respect of any Note presented to it, it shall procure that astatement indicating the date and amount of such payment is written or stampedon the face of such Note.

 

5.4. I f the Paying Agent receives amounts of moneypursuant to Section 5.1 in respect of any series of Notes in excess of the funamount required to be paid upon maturity or redemption of such Notes, thePaying Agent promptly shall return such excess to the Issuer.

 

6. OptionalRedemption

 

6.1. In the case of the initial issuance of the notes,the Issuer may redeem such Notes, at its option. in whole or in part, inincrements of one-third of the aggregate principal amount of such Notes, on a *prorata* basis (to the extent practicable subject to Section 6.3 below), upon notless than 30 but not more than 60 days' prior notice to the Holders, the IssueAgent and the Creditor Representative, on each of May 9, 2006, August 8, 2006or November 7, 2006 (each, a "Redemption Date"), at a redemptionprice (the "Redemption Price") equal to $94.84, $97.17 and $99.51,respectively, together with any Additional Amounts (as defined in the Notes)then due. In the case of any subsequent issuance of Notes, the Issuer mayredeem such Notes on terms to be agreed upon at the time of such issuance.

 

6.2. Any such redemption and notice may, in the Issuer's discretion, be subject to the satisfaction of one or more conditions precedent.

 

6.3. If less than all of the Notes are to be redeemedat any time, selection of Notes for redemption shall be made on a *pro rata*basis; provided that no Notes of $1,000 or less can be redeemed in part.

 

If any Note is to be redeemed inpart only, the notice of redemption that relates to that Note will state theportion of the principal amount of that Note that is to be redeemed. In thecase of a Definitive Note, a new Note in principal amount equal to theunredeemed portion of the original Note wi1l be issued in the name of theHolder of Notes upon cancellation of the original Note. Notes caned forredemption become due on the Redemption Date.

 

6.4. At least 30 days but not more than 60 days beforea Redemption Date. the Issuer will mail or cause to be mailed, by first classmail, a notice of redemption to each Holder whose Notes are 10 be redeemed atits registered address, The notice will identify the Notes to be redeemed andwill state: (i) the Redemption Date; (ii) the Redemption Price; (iii) if lessthan all of the Notes are to be redeemed, the portion of the principal amountof such Note to be redeemed and that, after the Redemption Date, in the case ofa Definitive Note, upon surrender of such Note, a new Note or Notes inprincipal amount equal to the unredeemed p0l1ion shall be issued uponcancellation of the original Note; (iv) the name and address of the PayingAgent; (v) if any Definitive Notes have to be called for redemption, that suchNotes called for redemption must be surrendered to the Paying Agent to collectthe Redemption Price; (vi) that on the Redemption Date and, if applicable, uponthe satisfaction of any conditions to such redemption set forth in such noticeof redemption, the Redemption

 

6.5. Once notice of redemption is mailed in accordancewith Section 6.4 hereof, Notes called for redemption become irrevocably due andpayable on the Redemption Date at the Redemption Price, subject to thesatisfaction of any conditions precedent provided in such notice.

 

6.6. Prior to the Redemption Date, the Issuer willdeposit with the Paying Agent money sufficient to pay the Redemption Price ofand Additional Amounts (as defined in the Notes), if any, due on all Notes tobe redeemed on the Redemption Date. The Paying Agent will promptly return tothe Issuer any money deposited with the Paying Agent by the Issuer in excess ofthe amounts necessary to pay the Redemption Price of, and any AdditionalAmounts due on, all Notes to be redeemed.

 

7. Cancellation, Destruction. Records, Custody andAvailable Information

 

7.1. All Notes which mature and are paid in full shallbe cancelled forthwith by the Paying Agent. The Paying Agent shall, unless theIssuer otherwise directs in writing, destroy the cancelled Notes and, as soonas reasonably practicable after each maturity date, furnish the Issuer withparticulars of the aggregate principal amount of the Notes maturing on suchMaturity Date and the series and serial numbers of all such Notes which havebeen destroyed since the last certification so furnished.

 

7.2. The Paying Agent sha1l keep and make available atall reasonable times to the Issuer a full and complete record of all Notes andof their issue, payment, cance1lation and destruction and, in the case of Globat Notes, their exchange for Definitive Notes.

 

7.3. The Issue Agent shall maintain in safe custody allforms of Notes delivered to and held by it hereunder and shall ensure that thesame are only completed, authenticated and delivered or made available inaccordance with the terms hereof,

 

7.4. The Issuer may, from time to time, with theapproval (where appropriate) of the Issue Agent make arrangements as to thereplacement of Notes which have been lost, stolen, mutilated, defaced ordestroyed, including (without limitation) arrangements as to evidence of title,costs, delivery and indemnity.

 

7.5. The Paying Agent shall make available for inspectionduring its office hours at its specified office copies of this Agreement.

 

8. Feesand Expenses

 

8.1. Each of the Agents and the Creditor Representativeshall be entitled to the compensation to be agreed upon in writing with theIssuer for an services rendered by it, and the Issuer agrees to pay suchcompensation and to reimburse each of the Agents and the CreditorRepresentative for reasonable and documented out-of-pocket expenses (includingthe reasonable fees and expenses of its agents and legal counsel) incurred byit in connection with the services rendered by it hereunder in accordance withthe terms agreed upon in writing between the Issuer and each such Agent.Without limiting its rights under bankruptcy law, when such Agent or CreditorRepresentative, as the case may be, incurs expenses or renders services inconnection with the insolvency or bankruptcy of any party hereto, suchreasonable and documented expenses (including the reasonable fees and expensesof its counsel) and the compensation for such services are intended toconstitute expenses of administration under any bankruptcy or insolvency law.The obligations of the Issuer under this Section 8.1 shall survive the paymentof the Notes and the resignation or removal of any agent and/or the CreditorRepresentative and the termination of this Agreement.

 

9. Indemnity

 

9.1. The Issuer agrees to indemnify each of the Agentsand the Creditor Representative for. and to hold each of them harmless against,any loss, liability, cost, claim, action, demand or expense (including thereasonable and documented costs and expenses of investigating and defendingagainst any claim of liability, including the reasonable fees and expenses ofits legal counsel) incurred without negligence, bad faith or wi11ful misconducton its part arising nut of or in connection with its acting as such Agent orCreditor Representative, as the case may be, or performing any other dutiespursuant to the terms and conditions of this Agreement or, in the case of theCreditor Representative, the Master Collateral and Intercreditor Agreement. Theobligations of the Issuer under this Section 9.1 shall survive the payment ofthe Notes and the resignation or removal of any Agent and/or the CreditorRepresentative and the termination of this Agreement. The Issuer shallindemnify the Agents and the Creditor Representative promptly upon receipt bythe Issuer of a demand therefor supported by reasonable evidence of such loss,liability, cost, claim, action, demand of expense. Each of the Agents and theCreditor Representative will notify the Issuer promptly of any claim for whichthey may seek indemnity. Failure by the Agents and/or the CreditorRepresentative to so notify the Issuer will not relieve the Issuer of itsobligations hereunder.

The Issuer need not pay for any settlement made without itsconsent, which consent shall not be unreasonably withheld.

 

10. Agentsof the Issuer

 

10.1. Except as otherwise provided in Section 11 hereof,in acting hereunder and in connection with the Notes, the Paying Agent shallact solely as bankers for, and the Agents shall act solely as agents of, theIssuer and will not thereby assume any obligations towards, or relationship oragency or trust for, any Holders of Notes, save that al1 funds held by thePaying Agent for payments in respect of the Notes shall be held in trust in aseparately designated account (but need not be segregated from other fundsexcept as required by law) as set forth herein. Except as specifical1y agreedbetween the Issuer and the Paying Agent from time to time, the Paying Agentshall not be under any liability for interest on any moneys at any timereceived by it pursuant to any of the provisions of this Agreement or of theNotes.

 

10.2. Each of the Agents and the Creditor Representative mayaccept deposits from, lend money to and generally engage in any kind of bankingor other business with the Issuer, notwithstanding its appointments as Agent orCreditor Representative, as the case may be, hereunder.

 

11. Agentof the Beneficial Holders of the Notes

 

11.1. In order to secure payment of amounts due on theNotes, the Creditor Representative, on behalf of the Beneficial Holders of theNotes and on its own behalf, shall enter into the Accession Agreement and shallthereby consent and agree to be made a party to the Master Collateral and Intercreditor Agreement in order to enable the Beneficial Holders of the Notesto benefit from the security interest in the Collateral.

 

12. General

 

12.1. Prior to the first issue of the Notes, the Issuershall supply to the Issue Agent and the Paying Agent copies of all conditionprecedent documents required to be delivered pursuant to the Dealer Agreement.

 

12.2. Each of the Agents and the Creditor Representativemay consult with legal and other professional advisers selected in good faithand satisfactory to it and the written opinion of such advisers shall be fulland complete protection in respect of any action taken, omitted or sufferedhereunder in good faith and in accordance with the opinion of such advisers.

 

13. Changesin Agents

 

Any of the Agents or the CreditorRepresentative may resign its appointment hereunder at any time by giving tothe Issuer, and the Issuer may terminate the appointment of any Agent by givingto such Agent, at least 30 days' written notice to that effect; provided thatno such resignation or termination of the appointment of the Paying Agent orthe Issue Agent shall take effect until a successor has been appointed.

 

14. Agentsas Holders of Notes

 

Each of the Agents and theCreditor Representative and its officers and employees, in their individual orany other capacity, may become the owner of, or acquire any interest in, anyNotes with the same rights that such Agent or Creditor Representative, as thecase may be, would have ifit were not one of the Agents or the CreditorRepresentative, as the case may be, hereunder.

 

15. Executionof Power; Performance of Duties

 

15.1. Each Agent and the Creditor Representative mayexecute any powers hereunder or perform any duties hereunder either directly orby or through agents, experts, attorneys, custodians or nominees and such Agentor Creditor Representative, as the case may be, shall not be responsible orliable for any misconduct or negligence on the part or the supervision of anyagent, expert, attorney, custodian or nominee appointed with due care by ithereunder.

 

16. Relianceand Certifications

 

16.1. Each of the Agents and the Creditor Representativeshall be protected and shall incur no liability for or in respect of anyreasonable action taken or thing suffered by it in reliance upon any Note,receipt, notice, written direction, written consent, certificate, affidavit,statement, waiver or other paper or document believed by it, in good faith, tobe genuine and to have been passed or signed by the proper parties.

 

16.1. In the administration of this Agreement, wheneverany Agent or the Creditor Representative shall deem it desirable that a matterbe proved or established prior to taking, suffering or omitting any actionhereunder, such Agent or Creditor Representative, as the case may be (unlessother evidence be herein specifically prescribed), may, in the absence of badfaith, rely upon a certificate signed by an authorized officer of the Issuer.

 

17. NoImplied Obligations

 

17.1. The duties and obligations of each Agent and theCreditor Representative shall be determined solely by the express provisions ofthis Agreement, and each Agent or the Creditor Representative, as the case maybe, shan not be liable except for the performance of such duties andobligations as are specifically set forth in this Agreement, and no impliedcovenants or obligations shall be read into this Agreement against any Agent orthe Creditor Representative, as the case may be.

 

18. NoRisk of Own Funds

 

18.1. No provision of this Agreement shall require any Agentor the Creditor Representative to expend or risk its own funds or otherwiseincur any financial liability in the performance of any of its dutieshereunder, or in the exercise of any of its rights or powers, if it shallbelieve that repayment of such funds or adequate indemnity against such risk orliability is not reasonably assured to it.

 

19. Mergeror Consolidation

 

19.1. Any corporation into which any Agent or theCreditor Representative hereunder may be merged, or any corporation resultingfrom any merger, conversion or consolidation to which any Agent or the CreditorRepresentative shall be a party, or any corporation to which any Agent or theCreditor Representative shall sell or otherwise transfer all or substantiallyall of the assets and business of such Agent or the Creditor Representative, asthe case may be, provided that it shall be qualified as aforesaid, shall be thesuccessor Agent or Creditor Representative to such Agent or CreditorRepresentative, as the case may be, under this Agreement without the executionor filing of any paper or any further act on the part of any 0 r the partieshereto.

 

20. Communications

 

20.1. Unless otherwise agreed between the relevantparties, all communications under this Agreement shall be in writing deliveredby telex, electronic transmission or facsimile transmission or otherwise in writing.Each communication shall be made to the intended recipient at the address, telexnumber or facsimile number from time to time designated by such party to theother parties hereto for such purpose and marked for the attention of any ofthe persons so designated. The initial telex and facsimile numbers, address andperson (if any) so designated by each party are set out under its name at theend of this Agreement. Any communication between the Issuer and any Agent shallbe sent to, by or through the Paying Agent.

 

20.2. Any communication from any party to any other underthis Agreement shall be effective when actually received. Any suchcommunication may be sent by telex, electronic transmission or facsimiletransmission or left at the address required by Section or sent by post (byairmail if to another country) postage prepaid and addressed to the addresseeat that address. 

 

21. Lawand Jurisdiction

 

21.1. The validity and interpretation of this Agreementand the Notes are and shall be governed by and construed and enforced inaccordance with the laws of the State of New York, without regard to conflictsof law principles thereof.

 

21.2. Each of the parties hereto agrees that the courtsof the State of New York and of the United States of America, in each casesitting in the Borough of Manhattan, County of New York, shall have jurisdictionto hear and determine any suit, action or proceedings, and to settle anydisputes, which may arise out of or in connection with this Agreement or theNotes (respectively, the "Proceedings" and the "Disputes")and, for such purposes, irrevocably submits to the jurisdiction of such courts.

 

21.3. Each of the parties hereto irrevocably waives anyobjection which it may now or hereafter have to the courts referred to inSection 21.2 being nominated as the forum to hear and determine any Proceedingsand to settle any Disputes and agrees not to claim that any such court is not aconvenient or appropriate forum. The submission to the jurisdiction of the courtsreferred to in Section 21.2 shall not preclude the taking of (and shall not beconstrued so us to limit the right of any party to take) Proceedings in anyother court of competent jurisdiction, nor shall the taking of Proceedings inanyone or more jurisdictions preclude the taking of Proceedings in any other jurisdiction(s) (whether concurrently or not) if and to the extent permitted byapplicable law.

 

21.4. To the extent that the Issuer may in anyjurisdiction claim for itself or its assets immunity from suit, execution,attachment (whether in aid of execution, before judgment, or otherwise) or otherlegal process and to the extent that in any such jurisdiction there may be attributedto itself or its assets such immunity (whether or not claimed), the Issuerirrevocably agrees not to claim and irrevocably waives such immunity to thefull extent permitted by the laws of such jurisdiction.

 

21.5. The Issuer agrees that the documents which startany Proceedings and any other documents required to be served in relation tothose Proceedings may be served on it by being delivered to CT CorporationSystem, which currently maintains a New York City office situated at III EighthAvenue, New York, New York 10011 or, if different, its registered office forthe time being or at any address of the Issuer at which process may be servedon it. If such person is not or ceases to be effectively appointed to acceptservice of process on behalf of the Issuer, the Issuer shall, on the writtendemand of the bearer addressed to the Issuer and delivered to the Issuer or tothe specified office of the Issue Agent appoint a further person in New York toaccept service of process on its behalf and, failing such appointment within 15days, the bearer shall be entitled to appoint such a person by written noticeaddressed to the Issuer and delivered to the Issuer or to the specified officeof the Issue Agent. Nothing in this paragraph shall affect the right of thebearer to serve process in any other manner permitted by law. This Sectionapplies to Proceedings in New York and to Proceedings elsewhere. 

 

AS WITNESS the hands of the duly authorized representativesof the parties hereto the day and year first above written.

 

The Issuer

 

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

 

 

By:    ____________________________

Name: Alvaro Rodriguez Arregui 

Title: Attorney in fact

 

 

By: ____________________________

Name: Alberto Hernandez Tellez 

Title: Attorney in fact

 

Address:    Av. Ricardo Margain # 440

Col. Valle de Campestre, San Pedro Garza    Garcia

Nuevo Leon, 66265 Mexico 

Telephone: (52-81)8863-1201

Facsimile: (52-81)8863-1290 

Attention: FabriceSerfati Magana

 

 

The Issue Agent and Registrar

 

THE BANK OF NEW YORK

 

 

By: _______________________

 

Address: 101 Barclay Street, 21 W,

New York, NY 10286

USA

Telephone: +212-815-5381

Facsimile: +212-815-5595

Attention: 

 

 

The Creditor Representative

 

THE BANK OF NEW YORK

 

 

By: _______________________

 

Address: 101 Barclay Street, 21 W,

New York, NY 10286

Telephone: +212-815-5381

 

 

AS WITNESS the hands of the duly authorized representativesof the parties hereto 1h~ day and year first above written.

 

 

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

 

 

By:    _______________________

 

 

By:    _______________________

 

Address:    Av. Ricardo Margain # 440

Col.    Valle de Campestre, San Pedro Garza Garcia

Nuevo    Leon, 66265 Mexico 

Telephone:    (52-81) 8863-1201

Facsimile:    (52-81) 8863-1290 

Attention: FabriceSerfati Magana

 

The Issue Agent and Registrar

 

THE BANK OF NEW YORK

 

 

By: _______________________

 

Address: 101 Barclay Street, 21 W,

New York, NY 10286

USA

Telephone: +212-815-5381

Facsimile: +212-815-5595

Attention: CorporateTrust Administration 

 

The Creditor Representative

 

THE BANK OF NEW YORK

 

 

By: _______________________

 

Address: 101 Barclay Street, 21 W,

New York, NY 10286

Telephone: +212-815-5381

Facsimile: +212-815-5595

Attention: CorporateTrust Administration

 

The Paying Agent

 

THE BANK OF NEW YORK

 

 

By: _______________________

 

Address: One Canada Square

Canary Wharf, London E-14 

Telephone: +44-207-964-7298

Facsimile: +44-207-964-6399

Attention: CorporateTrust Administration

 

 

ANNEX A

 

**FORM OF GLOBALNOTE**

 

THE NOTES EVIDENCED HEREBY HAVE NOT BEEN AND WILL NOT BEREGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "U.S.SECURITIES ACT") AND, ON OR PRIOR TO [40 DAYS AFTER ISSUE DATE], MA Y NOTBE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (I) IN AN OFFSHORETRANSACTION COMPLYING WITH RULE 904 OF REGULA TION S UNDER THE U.S. SECURITIESACT OR (2) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, IN EACH CASE, IN ACCORDANCEWITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.

 

AFTER [40 DAYS AFTER ISSUE DATE], THIS GLOBAL NOTE AND ANYINTEREST HEREIN MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE U.S, SECURITIESACT AND ALL APPLICABLE LAWS OF ANY OTHER JURISDICTION.

 

UNLESS THIS GLOBAL NOTE IS PRESENTED BY AN AUTHORIZEDREPRESENTATIVE OF EUROCLEAR BANK S.A./N.V., AS OPERATOR OF THE EUROCLEARSYSTEM, OR CLEARSTREAM BANKING, SOCIETE ANONYME, LUXEMBOURG OR SUCH OTHERRECOGNIZED CLEARING SYSTEM AS MAY BE AGREED FROM TIME TO TIME BETWEEN THEISSUER AND THE ISSUE AGENT AND IN WHICH THIS GLOBAL NOTE MAY FROM TIME TO TIMEBE HELD, OR ANY SUCCESSOR TO SUCH ENTITY (SUCH ENTITY, THE "CLEARINGSYSTEM") TO THE ISSUER OR ITS AGENT FOR REGISTRATION OR TRANSFER, EXCHANGEOR PAYMENT, AND ANY GLOBAL NOTE ISSUED IS REGISTERED IN THE NAME OF THECLEARING SYSTEM, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF IS WRONGFUL.

 

Serial No.:

Issue Date: February 7, 2006 

Maturity Date: February 7, 2007 

Initial Principal Amount:

 

For value received, Vitro EnvasesNorteamerica, S.A. de C.V, (the "Issuer"), promises to pay theClearing System, on the Maturity Date, the Initial Principal Amount or suchremaining principal amount as is set forth on Schedule 1 hereto in UnitedStates dollars upon presentation and surrender of this Global Note at theoffice of The Bank of New York (the "Issue Agent") at 101 BarclayStreet, 21st Floor, New York, New York 10286. Payment will be made in same dayfunds by transfer to an account denominated in United States dollars maintainedwith a bank in New York City, an in accordance with the provisions of anIssuing and Paying Agency Agreement, dated as of February 3, 2006 (the"Agency Agreement"), between the Issuer, the Issue Agent, the PayingAgent, the Registrar and the Creditor Representative (each, as definedtherein), a copy of which may be inspected during normal business hours at thesaid office of the Issue Agent. This Global Note is subject to the provisionsof the Agency Agreement.

 

If the Maturity Date or aRedemption Date (as defined below) of this Global Note is not a day on which is a Business Day (as defined below)payment in respect hereof will be made on the next day thereafter which is aBusiness Day. "Business Day," as used herein, shall mean a day in which commercialbanks are open for business in New York City, Mexico City and London.

 

Except as provided below, anpayments in respect of this Global Note shall be made without set-off,counterclaim, fees, liabilities or similar deductions, and free and clear of,and without deduction or withholding for, taxes, levies, duties or charges ofany nature now or hereafter imposed, levied, col1ected, withheld or assessed bythe government of Mexico or any jurisdiction through or from which suchpayments are made or any political subdivision or taxing authority therein("Taxes"). If the Issuer, any of the guarantors (the"Guarantors") under that certain Note Guarantee dated as of even dateherewith (the "Note Guarantee") or any agent thereof is required bylaw or regulation to make any deduction or withholding for or on account ofTaxes, the Issuer or such Guarantor, as applicable, shall pay such additionalamounts (the "Additional Amounts") as shall be necessary in order-that the net amounts received by the registered holder of this Global Note or theholder of any beneficial interest herein or rights in respect hereof after suchdeduction or withholding shall equal the amount which would have beenreceivable hereunder in the absence of such deduction or withholding, exceptthat no such Additional Amounts shall be payable on:

 

(a) anytax, duty, assessment, fee or other governmental charge that would not havebeen imposed but for the existence of any present or former connection,including a permanent establishment or fixed base, between such registeredholder of this Global Note (or the account holder that has a beneficialinterest in this Global Note credited to its securities account from time totime (a "Relevant Account Holder" and Mexico other than the merereceipt of such payment or the ownership or holding of this Global Note;

 

(b) anytax, duty, assessment, fee or other governmental charge that would not havebeen imposed but for the presentation by the registered holder of this GlobalNote for payment on a date more than 30 days after the date on which suchpayment became due and payable or the date on which payment thereof is dulyprovided for, whichever occurs later,

 

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

 

(d) exceptin the case of liquidation, dissolution or winding-up of the Issuer, any tax,duty, assessment, fee or other governmental charge imposed in connection withthis Global Note presented for payment by or on behalf of a registered holderor Relevant Account Holder who would have been able to avoid sue} tax bypresenting this Global Note to, or otherwise accepting payment from anotherPaying Agent (as defined in the Agency Agreement); or

 

(e) anytax, duty, assessment, fee or other governmental charge or increase thereof tothe extent that such amount would not have been imposed or increased but forthe failure of the registered holder or the Relevant Account Holder of aninterest in this Global Note to comply with any applicable certification,documentation, information or other reporting requirement required by anapplicable treaty, by law, or by regulation or administrative practiceconcerning the nationality, residence, identity or connection with the taxingjurisdiction of the registered holder or Relevant Account Holder of anyinterest in this Global Note. 

The Issuer or Guarantor will payany present or future stamp or documentary taxes or other excise or propertytaxes, charges or similar levies or assessments which arise in any jurisdictionfrom the execution, delivery or registration of this Global Note or any otherdocument or instrument referred to herein, excluding any thereof imposed by anyjurisdiction outside of Mexico (other than any resulting from, or required tobe paid in connection with, the authentication, delivery or payment of thisGlobal Note by the Issue Agent, the transfer of this Global Note or anyinterests herein or the enforcement of this Global Note or any other suchdocument or instrument following the occurrence of any default with respecthereto).

 

[*Add this paragraph and the next paragraph only in thecase of the initial issuance of the Notes*: The Issuer may redeem thisGlobal Note, at its option, in whole or in part in increments of one-third ofthe Initial Principal Amount on a pro rata basis (to the extent practicable),upon not less than 30 days' prior notice, on each of May 9, 2006, August 8,2006 or November 7, 2006 (each, a "Redemption Date"), at a redemptionprice equal to $94.84, $97.17 and $99.51, respectively, together with anyAdditional Amounts then due.

 

Any such redemption and notice may, in the Issuer'sdiscretion, be subject to the satisfaction of one or more conditions precedent.

 

Notice of redemption will bemailed at least 30 days but not more than 60 days before the relevantRedemption Date to the registered holders whose Notes are to be redeemed attheir registered address.]

 

This Global Note is exchangeable,in whole or in part, for one or more registered definitive notes ("**DefinitiveNotes**"), only in the circumstances provided in the Agency Agreement.

 

This Global Note, after issuance,will be deposited with the Common Depository, as custodian for the ClearingSystem. Thereafter, any Relevant Account Holder will, subject to and inaccordance with the terms and conditions, the operating procedures and themanagement regulations of the Clearing System, be entitled to transfer any suchinterest (provided that, unless such exchange would result in the principalamount hereof being reduced to zero, the transferred interest and any retainedinterest each must be in a principal amount of at least [$10,000/ 10,000 Euros]thereof) and (subject to and upon payment being made by the Issuer to theregistered holder in accordance with this Global Note) will be entitled toreceive payments from the Clearing System calculated by reference to the beneficialinterest in this Global Note credited to its securities account with theClearing System. For purposes of this paragraph, the securities account recordsof the Clearing System shall in the absence of manifest error be conclusiveevidence of the identity of the Relevant Account Holders and of the principalamount of Notes represented by this Global Note credited to the securitiesaccount of such Relevant Account Holders. Any statement issued by the ClearingSystem to any Relevant Account Holder relating to a specified beneficialinterest in this Global Note credited to the securities account of suchRelevant Account Holder and stating the principal amount of such beneficialinterest and certified by the Clearing System to be a true record of such securitiesaccount shall in the absence of a manifest error be conclusive evidence of therecords of the Clearing System for the purposes of the next preceding sentence(but without prejudice to any other means of producing such records inevidence). Notwithstanding any provision to the contrary contained in thisGlobal Note, the Issuer irrevocably agrees, for the benefit of such RelevantAccount Holders and their successors and assigns, that in the event that forany reason Definitive Notes are not delivered in exchange for this Global Notein accordance with the term hereof or that the Issuer fails to make any paymentdue at the Maturity Date, a Redemption Date or otherwise, each Relevant AccountHolder or its successors or assigns may, without the consent and to theexclusion of the registered holder hcrt:o1: file any claim, take any action orinstitute any proceeding to enforce, directly against the Issuer, theobligation of the Issuer hereunder to pay any amount due or to become due inrespect of each Note represented by this Global Note, which is credited to suchRelevant Account Holder's securities account with the Clearing System, as fullyas though such Note were evidenced by a Definitive Note without the productionof this Global Note; provided, (hat the registered holder hereof shall nottheretofore have filed a claim, taken action or instituted proceedings toenforce the same in respect of such Note. The principal amount of this GlobalNote shall be reduced by the principal amount, if any, of each Note representedhere by in respect of which full settlement has occurred as a result of anysuch claim, action or proceeding by such Relevant Account Holders or theirsuccessors or assigns.

 

The Issuer may, in a singletransaction or series of related transactions, consolidate or merge with orinto any entity or sell, assign, transfer, lease, conveyor otherwise dispose ofall or substantially all of its properties and assets, so long as (i) theIssuer is the surviving entity or (ii) the successor entity is a Mexicancorporation that expressly contractually assumes all obligations under thisGlobal Note, the Master Collateral and Intercreditor Agreement, dated as ofJuly 23, 2004 (the "**Master Collateral and Intercreditor Agreement**"),among the Issuer. HSBC Bank USA, National Association, as master collateral andintercreditor agent (the "**Collateral and Intercreditor Agent**"),The Bank of New York, as trustee under the indenture dated as of July 23, 2004among the parties thereto, the Grantor Subsidiaries party thereto and the otherSecured Creditors from time to time party thereto and any other documentrelated to the collateral (the "**Collateral**") set forth in theMaster Collateral and Intercreditor Agreement and (iii) immediately before andafter giving effect to such transactions, no default has occurred or iscontinuing. Upon the consummation of such transaction or series of relatedtransactions, as the case may be, the Issuer shall be deemed to have beendischarged from all of its obligations with respect to this Global Note.

 

The payment of amounts due underthis Global Note are secured by first priority liens on the Collateral. Inaccepting an interest in this Global Note, each Relevant Account Holder shallbe deemed to have consented and agreed (i) that The Bank of New York shall actas Creditor Representative on behalf of such Relevant Account Holder (a) withrespect to the enforcement of the Collateral under the Master Collateral and IntercreditorAgreement, in accordance with the terms thereof and the terms of the AgencyAgreement, and shall execute, on behalf of such Relevant Account Holder and asCreditor Representative, the Accession Agreement, dated as of February 3, 2006(the "**Accession Agreement**"), among HSBC Bank USA. NationalAssociation, the Issuer, the Grantor Subsidiaries from time to time party tothereto and The Bank of New York, in its capacity as Creditor Representative, acopy of which may be inspected during normal business hours at the office ofthe Issue Agent and (b) with respect to the enforcement of the Note Guarantee,in accordance with the terms thereof and the terms of the Agency Agreement and(ii) to be bound by the terms and conditions of the Accession Agreement. Byvirtue of The Bank of New York becoming party to the Master (Collateral andIntercreditor Agreement upon execution and delivery of the Accession Agreement,the Relevant Account Ho1ders' right to payment of amounts due under this GlobalNote shall be secured by liens on the Collateral equally and ratably with theother secured obligations under the Master Collateral and IntercreditorAgreement.

 

This Global Note shall not bevalid for any purpose unless duly authenticated by an authorized signatory ofthe Issue Agent.

 

This Global Note has the benefitof the Note Guarantee.

 

The validity and interpretationof this Global Note shall be governed by and construed and enforced inaccordance with the laws of the State of New York, without regard to conflictsof law principles thereof. With respect to any legal action or proceedingarising out of or based upon this Global Note, the Issuer irrevocably submitsto the exclusive jurisdiction of the state and federal courts located in theBorough of Manhattan and the City of New York and to the courts of its owncorporate domicile with respect to actions brought against it as a defendant,and waives any objection to such proceedings on the ground of venue or on theground that they have been brought in an inconvenient forum. 

 

 

IN WITNESS WHEREOF, the Issuer has caused this Global Noteto be duly executed by manual or facsimile signature.

 

 

Signed on behalf of:

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

 

 

By:_______________________________

Name: 

Title: 

 

 

By:_______________________________

Name: 

Title: 

 

**AUTHENTICATED** by:

THE BANK OF NEW YORK

without recourse, warranty or liability and forauthentication purposes only

 

 

By:_______________________________

Name: 

Title:

 

 

**SCHEDULE 1 TO THEGLOBAL NOTE**

** **

**SCHEDULE OFEXCHANGES,**

** **

**PURCHASES ANDCANCELLATIONS**

 

The following exchanges in full or of interests in thisGlobal Note, or purchases and cancellations have been made:

 

| Date of Exchange or Purchase and Cancellation | Part of Principal Amount of this Global Note  Exchanged or Purchased and Cancelled | Remaining Principal Amount of this Global Note  Following such Exchange or Purchase and Cancellation | Notation Made by or on Behalf of the Issue Agent |
|-----------------------------------------------|------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------|--------------------------------------------------|

 

 

ANNEX B

**FORM OF DEFINITIVENOTE**

 

Serial No.:

Issue Date: February 7, 2006 

Maturity Date: February 7, 2007 

Principal Amount:

 

For value received, Vitro EnvasesNorteamerica, S.A. de C.V. (the "Issuer"), promises to pay or itsregistered assigns on the Maturity Date the Principal Amount in United Statesdollars upon presentation and surrender of this Definitive Note at the officeof The Bank of New York (the "Issue Agent") at 101 Barclay Street21st Floor, New York, New York 10286. Payment will be made by check drawn on abank in New York City, all in accordance with the provisions of an Issuing andPaying Agency Agreement, dated as of February 3, 2006 (the "AgencyAgreement"), between the Issuer, the Issue Agent, the Paying Agent, theRegistrar and the Creditor Representative (each, as defined therein), a copy ofwhich may be inspected during normal business hours at the said office of theIssue Agent. This Definitive Note is subject to the provisions of the AgencyAgreement.

 

If the Maturity Date or aRedemption Date of this Definitive Note is not a day which is <J BusinessDay, as defined below, payment in respect hereofwi1l be made on the next day thereafterwhich is a Business Day. "Business Day," as used herein shall mean aday on which commercial banks are open for business in New York City, Mexico City and London.

 

Except as provided below, allpayments in respect of this Definitive Note shall be made without set-off,counterclaim, fees, liabilities or similar deductions, and free and clear or.and without deduction or withholding for, taxes, levies, duties or charges ofany nature now or hereafter imposed, levied, collected, withheld or assessed bythe government of Mexico or any jurisdiction through or from which suchpayments are made or any political subdivision or taxing authority therein("Taxes"). If the Issuer, any of the guarantors (the"Guarantors") under that certain Note Guarantee dated as of even dateherewith (the "Note Guarantee") or any agent thereof is required bylaw or regulation to make any deduction or withholding for or on account ofTaxes, the Issuer or such Guarantor, as the case may be, shall pay suchadditional amounts (the "Additional Amounts") as shall be necessaryin order that the net amounts received by the registered holder of thisDefinitive Note or the holder of any beneficial interest herein or rights inrespect hereof after such deduction or withholding shall equal the amount whichwould have been receivable hereunder in the absence of such deduction orwithholding, except that no such Additional Amounts shall be payable on:

 

(a)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 registered holder (or    the beneficial owner of any interest in this Definitive Note) and Mexico other    than the mere receipt of such payment or the ownership or holding of this    Definitive Note; 

 

(b)any    tax, duty, assessment, fee or other governmental charge that would not have    been imposed but for the presentation by the registered holder of this Definitive    Note for payment on a date more than 30 days after the date on which such    payment became due and payable or the date on which payment thereof is duly    provided for, whichever occurs later;

 

(c) anyestate, inheritance, gift, sale, transfer, personal property or similar tax,assessment or other governmental charge;

 

(d) exceptin the case of liquidation, dissolution or winding-up of the Issuer, any tax,duty, assessment, fee or other governmental charge imposed in connection withthis Definitive Note presented for payment by or on behalf of a registeredholder or beneficial owner who would have been able to avoid such tax bypresenting this Definitive Note to, or otherwise accepting payment from,another Paying Agent (as defined in the Agency Agreement); or

 

(e) anytax, duty, assessment, fee or other governmental charge or increase thereof tothe extent that such amount would not have been imposed or increased but forthe failure of the registered holder or the beneficial owner of any interest inthis Definitive, Note to comply with any applicable certification,documentation, information or other reporting requirement required by anapplicable treaty, by law, or by regulation or administrative practiceconcerning the nationality, residence, identity or connection with the taxingjurisdiction of the registered holder or beneficial owner of any interest inthis Definitive Note.

 

The Issuer or Guarantor will payany present or future stamp or documentary taxes or either excise or propertytaxes, charges or similar levies or assessments which arise in any jurisdictionfrom the execution, delivery or registration of this Definitive Note or anyother document or instrument referred to herein, excluding any thereof imposedby any jurisdiction outside of Mexico (other than any resulting from, or requiredto be paid in connection with, the authentication, delivery or payment of thisDefinitive Note by the Issue Agent, the transfer of this Definitive Note or anyinterests herein or the enforcement of this Definitive Note or any other suchdocument or instrument following the occurrence of any default witt respecthereto).

 

[*Add this paragraph and the nextparagraph only in the case of the initial issuance of the Notes*: The Issuermay redeem this Definitive Note, at its option, in whole or in part, in incrementsof one-third of the Principal Amount, on a *pro rata* basis (to the extentpracticable), upon not less than 30 days' prior notice on each of May 9, 2006,August 8, 2006 or November 7, 2006 (each, a "**Redemption Date**"),at a redemption price equal to $94.84, $97.17 and $99.51, respectively,together with any Additional Amounts then due.

 

Notice of redemption will be mailedat least 30 days but not more than 60 days before the relevant Redemption Dateto the holders whose Notes are to be redeemed at the registered address.]

 

The Issuer may, in a singletransaction or series of related transactions, consolidate or merge with orinto any entity or sell, assign, transfer, lease, convey or otherwise disposeof all of its properties and assets, so long as (i) the Issuer is the survivingentity or (ii) the successor entity is a Mexican corporation that expresslycontractually assumes all obligations under this Definitive Note, the MasterCollateral and Intercreditor Agreement Agreement, dated as of July 23, 2004(the "**Master Collateral and Intercreditor Agreement**"), among the Issuer,HSBC Bank USA, National Association, as master collateral and intercreditoragent (the "**Collateral and Intercreditor Agent**"), The Bank ofNew York, as trustee under the indenture dated as of July 23, 2004 among theparties thereto, the Grantor Subsidiaries party thereto and the other SecuredCreditors from time to time party thereto and any other document related to thecol1ateral (the "**Collateral**") set forth in the \1astcr Collateraland Intercreditor Agreement and (iii) immediately before and after giving effectto such transaction, no default has occurred or is continuing. Upon theconsummation of such transaction or series of related transactions, as the casemay be, the Issuer shall be deemed to have been discharged from all of itsobligations with respect to all outstanding Notes.

The payment of amounts due underthis Definitive Note are secured by first priority liens on the Collateral. Inaccepting this Definitive Note, each beneficial owner of an interest in thisDefinitive Note shal1 be deemed to have consented and agreed.(i) that The Bankof New York shall act as Creditor Representative on beha1f of such beneficialowner (a) with respect to the enforcement of the Col1ateral under the MasterCol1ateral and Intercreditor Agreement. in accordance with the terms thereofand the terms of the Agency Agreement, and shall execute, on behalf of suchbeneficial owner and as Creditor Representative, the Accession Agreement, datedas of February 3, 2006 (the "Accession Agreement"), among HSBC BankUSA, National Association, the Issuer, the Grantor Subsidiaries from time tolime party to thereto and The Bank of New York, in its capacity as CreditorRepresentative, a copy of which may be inspected during normal business hoursat the office of the Issue Agent and (b) with respect to the enforcement of theNote Guarantee, in accordance with the terms thereof and the terms of theAgency Agreement and (ii) to be bound by the terms and conditions of theAccession Agreement. By virtue of The Bank of New York becoming party to theMaster Collateral and Intercreditor Agreement upon execution and delivery ofthe Accession Agreement, the right of the holders of a beneficial interest in thisDefinitive Note to payment of amounts due hereunder shall be secured by lienson the Collateral equally and ratably with the other secured obligations underthe Master Collateral and Intercreditor Agreement.

 

This Definitive Note shall not bevalid for any purpose unless duly authenticated by an authorized signatory ofthe Issue Agent.

 

This Definitive Note may besurrendered for transfer at the office of the Issue Agent referred to above.

 

This Definitive Note has thebenefit of the Note Guarantee.

 

The validity and interpretation ofthis Definitive Note shall be governed by and construed and enforced inaccordance with the laws of the State of New York, without regard to conflictsof law principles thereof. With respect to any legal action or proceedingarising out of or based upon this Definitive Note, the Issuer irrevocablysubmits to the exclusive jurisdiction of the state and federal courts locatedin the Borough of Manhattan and the City of New York and to the courts of itsown corporate domicile with respect to actions brought against it as adefendant, and waives any objection to such proceedings on the ground of venueor on the ground that they have been brought in an inconvenient forum. 

 

 

IN WITNESS WHEREOF, the Issuer has caused this Global Noteto be duly executed by manual or facsimile signature.

 

 

Signed on behalf of:

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

 

 

By:_______________________________

Name: 

Title: 

 

 

By:_______________________________

Name: 

Title: 

** **

**AUTHENTICATED** by:

THE BANK OF NEW YORK

without recourse, warranty or liability and forauthentication purposes only

 

 

By:_______________________________

Name: 

Title: