**VITRO, S.A.B. de C.V.    as Issuer    the Guarantors party hereto    and    THE BANK OF  NEW YORK    as Trustee, Registrar and Paying Agent**

 

**Indenture    Dated as of February 1, 2007**

 

**8.625%    Senior Notes    Due 2012**

 

**CROSS-REFERENCE TABLE**

**TIA          Sections**

** **
**Indenture          Sections**

310

(a)

7.1

  
(b)

7.08

311

  
7.03

312

  
11.03

313

  
7.06

314

(a)

4,          4.02

  
(c)

11.05

  
(e)

11.06

315

(a)

7.01,          7.02

  
(b)

7.02,          7.05

  
(c)

7.01

  
(d)

7.02

  
(e)

6.12,          7.02

316

(a)

2.05,          6.02, 6.04, 6.05

  
(b)

6.06,          6.07

  
(c)

11.03

317

(a) (1)

6.08

  
(a) (2)

6.09

  
(b)

2.03

318

  
11.02

RECITALS

 

ARTICLE    1

DEFINITIONS    AND INCORPORATION BY REFERENCE

 

Section 1.01. Definitions

ARTICLE    2

THE    NOTES

 

Section 2.01. Form, Dating and Denominations;    Legends

Section 2.02. Execution and Authentication;    Exchange Notes; Additional Notes

Section 2.03. Registrar, Paying Agent and    Authenticating Agent; Paying Agent to Hold Money in Trust

Section 2.04. Replacement Notes

Section 2.05. Outstanding Notes

Section 2.06. Temporary Notes

Section 2.07. Cancellation

Section 2.08. CUSIP and CINS Numbers

Section 2.09. Registration, Transfer and    Exchange

Section 2.10. Restrictions on Transfer    and Exchange

 

ARTICLE    3

REDEMPTION;    OFFER TO PURCHASE

 

Section 3.01. Optional Redemption

Section 3.02. Redemption with Proceeds    of Public Equity Offering

Section 3.03. Method and Effect of Redemption

Section 3.04. Offer to Purchase

Section 3.05. Optional Tax Redemption

 

ARTICLE    4

COVENANTS

 

Section 4.01. Payment Of Notes

Section 4.02. Maintenance of Office or    Agency.

Section 4.03. Existence

Section 4.04. Payment of Taxes and other    Claims

Section 4.05. Limitation on Debt and Disqualified    or Preferred Stock

Section 4.06. Limitation on Restricted    Payments

Section 4.07. Limitation on Liens

Section 4.08. Limitation on Sale and Leaseback    Transactions

Section 4.09. Limitation on Dividend and    other Payment Restrictions Affecting Restricted Subsidiaries

Section 4.10. Limitation on  Sale    or Issuance of Equity Interests of Restricted Subsidiaries

Section 4.11. Guaranties by Restricted    Subsidiaries

Section 4.12. Repurchase of Notes Upon    a Change of Control

Section 4.13. Limitation on Asset Sales

Section 4.14. Limitation on Transactions    with Shareholders and Affiliates

Section 4.15. Line of Business

Section 4.16. Limitation on Accounts Receivables    Facilities

Section 4.17. Designation of Restricted    and Unrestricted Subsidiaries

Section 4.18. Anti-Layering

Section 4.19. Financial Reports

Section 4.20. Reports to Trustee

Section 4.21. Listing

Section 4.22. Additional Amounts

Section 4.23. Additional Interest

Section 4.24. Interest Rate Adjustment

 

ARTICLE 5

CONSOLIDATION, MERGER, LEASE OR  SALE OF ASSETS

 

Section 5.01. Consolidation, Merger, Lease    or Sale of All or Substantially All Assets by the Company; No Lease of    All or Substantially All Assets

Section 5.02. Consolidation, Merger, Lease    or Sale of Assets by a Guarantor

 

ARTICLE    6

DEFAULT    AND REMEDIES

 

Section 6.01. Events of Default

Section 6.02. Acceleration

Section 6.03. Other Remedies

Section 6.04. Waiver of Past Defaults

Section 6.05. Control by Majority

Section 6.06. Limitation on Suits

Section 6.07. Rights of Holders to Receive    Payment

Section 6.08. Collection Suit by Trustee

Section 6.09. Trustee May File Proofs of    Claim

Section 6.10. Priorities

Section 6.11. Restoration of Rights and    Remedies

Section 6.12. Undertaking for Costs

Section 6.13. Rights and Remedies Cumulative

Section 6.14. Delay or Omission Not Waiver

Section 6.15. Waiver of Stay, Extension    or Usury Laws

 

ARTICLE    7

THE    TRUSTEE

 

Section 7.01. General

Section 7.02. Certain Rights of Trustee

Section 7.03. Individual Rights of Trustee

Section 7.04. Trustee's Disclaimer

Section 7.05. Notice of Default

Section 7.06. Reports by Trustee to Holders

Section 7.07. Compensation And Indemnity

Section 7.08. Replacement of Trustee

Section 7.09. Successor Trustee by Merger

Section 7.10. Eligibility

Section 7.11. Money Held in Trust

 

ARTICLE    8

DEFEASANCE    AND DISCHARGE

 

Section 8.01. Discharge of Company's Obligations

Section 8.02. Legal Defeasance

Section 8.03. Covenant Defeasance

Section 8.04. Application of Trust Money

Section 8.05. Repayment to Company

Section 8.06. Reinstatement

 

ARTICLE    9

AMENDMENTS,    SUPPLEMENTS AND WAIVERS

 

Section 9.01. Amendments Without Consent    of Holders

Section 9.02. Amendments With Consent of    Holders

Section 9.03. Effect of Consent

Section 9.04. Trustee's Rights and Obligations

Section 9.05. Conformity With Trust Indenture    Act

Section 9.06. Payments for Consents

 

ARTICLE    10

GUARANTIES

 

Section 10.01. The Guaranties

Section 10.02. Guaranty Unconditional

Section 10.03. Discharge; Reinstatement

Section 10.04. Waiver by the Guarantors

Section 10.05. Subrogation and Contribution

Section 10.06. Stay of Acceleration

Section 10.07. Limitation on Amount of    Guaranty

Section 10.08. Execution and Delivery of    Guaranty

Section 10.09. Release of Guaranty

 

ARTICLE    11

MISCELLANEOUS

 

Section 11.01. Currency Indemnity

Section 11.02. Trust Indenture Act of 1939

Section 11.03. Noteholder Communications;    Noteholder Actions

Section 11.04. Notices

Section 11.05. Certificate and Opinion    as to Conditions Precedent

Section 11.06. Statements Required in Certificate    or Opinion

Section 11.07. Payment Date Other Than    a Business Day

Section 11.08. Governing Law

Section 11.09. Consent to Jurisdiction    and Service

Section 11.10. No Adverse Interpretation    of Other Agreements

Section 11.11. Successors

Section 11.12. Duplicate Originals

Section 11.13. Separability

Section 11.14. Table of Contents and Headings

Section 11.15. No Liability of Directors,    Officers, Employees, Incorporators, Members and Stockholders

Section 11.16. Luxembourg    Law Provision

Section 11.17. Waiver of Jury Trial

 

EXHIBITS

 

EXHIBIT A Form of Note

EXHIBIT B Form of Supplemental Indenture

EXHIBIT C Restricted Legend

EXHIBIT D DTC Legend

EXHIBIT E Regulation S Certificate

EXHIBIT F Rule 144A Certificate

EXHIBIT G Institutional Accredited Investor    Certificate

   

   

INDENTURE, dated as of February    1, 2007, between VITRO, S.A.B. de C.V., a *sociedad    anonima bursatil de capital variable* organized under the laws of Mexico,    as the Company, the Guarantors party hereto and THE BANK OF NEW YORK, a corporation    organized under the laws of the State of New York authorized to conduct a    banking business, as Trustee, Registrar and Paying Agent. 

RECITALS

The Company has duly authorized the execution    and delivery of the Indenture to provide for the issuance of up to $300,000,000    aggregate principal amount of the Company's 8.625% Senior Notes Due 2012,    and, if and when issued, any Additional Notes, together with any Exchange    Notes issued therefor as provided herein (the "**Notes**"). All things    necessary to make the Indenture a valid agreement of the Company, in accordance    with its terms, have been done, and the Company has done all things necessary    to make the Notes (in the case of the Additional Notes, when duly authorized),    when executed by the Company and authenticated and delivered by the Trustee    and duly issued by the Company, the valid obligations of the Company as hereinafter    provided.

In addition, the Guarantors party hereto have    duly authorized the execution and delivery of the Indenture as guarantors    of the Notes. All things necessary to make the Indenture a valid agreement    of each Guarantor, in accordance with its terms, have been done, and each    Guarantor has done all things necessary to make the Note Guarantees, when    the Notes are executed by the Company and authenticated and delivered by the    Trustee and duly issued by the Company, the valid obligations of such Guarantor    as hereinafter provided.

This Indenture is subject to, and will be governed    by, the provisions of the Trust Indenture Act that are required to be a part    of and govern indentures qualified under the Trust Indenture Act.

THIS INDENTURE WITNESSETH

For and in consideration of the premises and the    purchase of the Notes by the Holders thereof, the parties hereto covenant    and agree, for the equal and proportionate benefit of all Holders, as follows:

 Article 1     Definitions And Incorporation By Reference

 Section 1.01 *. Definitions.***

"**2017 Indenture**" means    the Indenture relating to the 2017 Notes dated as of February 1, 2007 between    the Company, the Guarantors and The Bank of New York, as trustee, and as the    same may be amended from time to time in accordance with the terms thereof.

"**2017 Notes**" means    the 9.125% Senior Notes Due 2017 of the Company issued under the 2017 Indenture.

"**2013 Notes**" means    the 11.75% Senior Notes Due 2013 of the Company issued under an indenture    dated as of October 22, 2003, among the Company, U.S. Bank National Association    (as successor to Wachovia Bank, National Association), as trustee, and Regions    Bank, as successor trustee, as amended and in effect from time to time.

"**Acquired Debt**" means Debt of a Person existing at the    time the Person merges with or into or becomes a Restricted Subsidiary and    not Incurred in connection with, or in contemplation of, the Person merging    with or into or becoming a Restricted Subsidiary.

"**Additional Interest**" means additional interest owed to    the Holders pursuant to a Registration Rights Agreement.

"**Additional Amounts**"    has the meaning assigned to such term in Section 4.22 .

"**Additional Notes**" means any notes issued under the Indenture    in addition to the Original Notes, including any Exchange Notes issued in    exchange for such Additional Notes, having the same terms in all respects    as the Original Notes except that interest will accrue on the Additional Notes    from their date of issuance.

"**Affiliate**" means, with respect to any Person, any other    Person directly or indirectly controlling, controlled by, or under direct    or indirect common control with, such Person. For purposes of this definition,    "control" (including, with correlative meanings, the terms "controlling," "controlled  by" and "under common control with") with respect to any Person,    means the possession, directly or indirectly, of the power to direct or cause    the direction of the management and policies of such Person, whether through    the ownership of voting securities, by contract or otherwise. 

"**Agent**" means any Registrar, Paying Agent, Transfer Agent    or Authenticating Agent.

"**Agent Member**" means a member of, or a participant in,    the Depositary.

"**Asset Sale**" means any sale, lease, transfer or other    disposition of any assets by the Company or any Restricted Subsidiary, including    by means of a merger, consolidation or similar transaction and including any    sale or issuance of the Equity Interests of any Restricted Subsidiary (each    of the above referred to as a "disposition"), *provided* that the following    are not included in the definition of "Asset  Sale":

(1) a disposition to the Company or a Substantially Wholly    Owned Restricted Subsidiary, including the sale or issuance by the Company    or any Restricted Subsidiary of any Equity Interests of any Restricted Subsidiary    to the Company or any Substantially Wholly Owned Restricted Subsidiary;

(2) the disposition by the Company or any Restricted    Subsidiary in the ordinary course of business of (i) cash and cash management    investments, (ii) inventory and other assets acquired and held for resale    in the ordinary course of business, (iii) damaged, worn out or obsolete assets,    or (iv) rights granted to others pursuant to leases or licenses;

(3) the sale or discount of accounts receivable arising    in the ordinary course of business in connection with the compromise or collection    thereof;

(4) a transaction covered by the provisions under Article    5 ;

(5) a Restricted Payment permitted under Section 4.06    or a Permitted Investment;

(6) a Sale and Leaseback Transaction;

(7) dispositions of accounts receivable and related assets    in connection with a Permitted Receivables Financing; 

(8) foreclosures on Liens that are permitted under Section    4.07 ; and

(9) dispositions of assets with an aggregate fair market    value of less than $10.0 million in any 12-month period.

"**Attributable Debt**" means, in respect of a Sale and Leaseback    Transaction the present value, discounted at the interest rate implicit in    the Sale and Leaseback Transaction, of the total obligations of the lessee    for rental payments during the remaining term of the lease in the Sale and    Leaseback Transaction.

"**Authenticating Agent**" refers to a Person engaged to authenticate    the Notes in the stead of the Trustee.

"**Authorized Agent**"    has the meaning assigned to such term in Section 11.09 .

"**Average Life**" means, with respect to any Debt, the quotient    obtained by dividing (i) the sum of the products of (x) the number of years    from the date of determination to the dates of each successive scheduled principal    payment of such Debt and (y) the amount of such principal payment by (ii)    the sum of all such principal payments.

"**bankruptcy default**" has the meaning assigned to such    term in Section 6.01 .

"**Bank of America Credit    Facility**" means the Amended and Restated Loan and Security Agreement dated    as of June 27, 2003 between Bank of America, N.A., as Lender and Vitro America,    Inc., VVP Finance Corporation and Super Sky Products, Inc., as Borrowers,    as amended and in effect from time to time, and any refinancing, replacement,    modification or restatement of the same whether by the same or any other lender    or group of lenders; provided that any amounts outstanding thereunder after    such refinancing are used for substantially the same purpose as the amounts    outstanding on the Issue Date. 

"**Board of Directors**" means the board of directors of the Company. 

"**Board Resolution**" means a resolution duly adopted by the Board of Directors, in accordance with    the by-laws of the Company, and all applicable requirements of law, certified    by the Secretary of the Company, to have been duly adopted by the Board of    Directors thereof and to be in full force and effect on the date of such certification.  

"**Business Day**" means    any day other than a Saturday or Sunday, or a day on which commercial banking    institutions in The City of New York or  Mexico City are authorized or required by law, regulation or executive    order to remain closed. 

"**Capital Lease**" means,    with respect to any Person, any lease of any property (whether real, personal    or mixed) of which the discounted present value of the rental obligations    of such Person as lessee, in conformity with Mexican GAAP, is required to    be capitalized on the balance sheet of such Person. 

"**Capital Lease Obligation**" means the discounted present value of the rental obligations of a Person under    a Capital Lease.

"**Capital Stock**" means, with respect to any Person, any    and all shares of stock of a corporation, partnership interests or other equivalent    interests (however designated, whether voting or non-voting) in such Person's    equity, entitling the holder to receive a share of the profits and losses,    and a distribution of assets, after liabilities, of such Person.

"**Cash Equivalents**" means

(1) direct obligations of the United States of America    or any agency or instrumentality thereof with a maturity of 365 days or less    from the date of acquisition and other obligations issued or directly and    fully Guaranteed or insured by the United States of America or any agency    or instrumentality thereof (*provided* that the full faith and credit    of the  United States of    America is pledged in support thereof); 

(2) demand deposits, time deposits, certificates of deposit    or Eurodollar deposits with a maturity of 365 days or less from the date of    acquisition of any financial institution which at the date of acquisition    has outstanding indebtedness rated at least "A-" by S&P or at least A3    by Moody's (or the equivalent of such rating by such rating organization,    or, if no rating of S&P or Moody's then exists because neither of the    foregoing then rates obligations of the type described in this clause, the    equivalent of such rating by any other United States nationally recognized    securities rating agency); 

(3) commercial paper with a maturity of 180 days or less    from the date of acquisition of an issuer which at the date of acquisition    has outstanding indebtedness rated at least "A-l" by Standard & Poor's    Rating Group or at least "P-l" by Moody's (or the equivalent of such rating    by such rating organization, or, if no rating of S&P or Moody's then exists    because neither of the foregoing then rates obligations of the type described    in this clause, the equivalent of such rating by any other United States nationally    recognized securities rating agency); 

(4) repurchase agreements and reverse repurchase agreements    relating to marketable obligations directly or indirectly issued or unconditionally    guaranteed by the United States of America or issued by any agency thereof    and backed by the full faith and credit of the United States government, in    each case maturing within one year from the date of acquisition; provided,    however, that the terms of such agreements comply with the guidelines set    forth in the Federal Financial Agreements of Depository Institutions with    Securities Dealers and Others, as adopted by the Comptroller of the Currency;  

(5) securities with maturities of six months or less    from the date of acquisition issued or fully and unconditionally guaranteed    by any state, commonwealth or territory of the United States of America, or    by any political subdivision or taxing authority thereof, and rated at the    date of acquisition at least "A-" by S&P or "A3" by Moody's (or the equivalent    of such rating by such rating organization, or, if no rating of S&P or    Moody's then exists because neither of the foregoing then rates obligations    of the type described in this clause, the equivalent of such rating by any    other United States nationally recognized securities rating agency); 

(6) instruments backed by letters of credit of institutions    satisfying the requirements of clause (2) above; 

(7) *Certificados de la Tesoreria de la Federacion*    (*Cetes*), *Bonos de Desarrollo del Gobierno Federal* (*Bondes*) or *Bonos Ajustables    del Gobierno Federal* (*Ajustabonos*),    in each case, issued by the government of Mexico; 

(8) any other instruments issued or guaranteed by the    government of  Mexico and denominated and payable in pesos; 

(9) any investment in any fund substantially all the    assets of which consist of investments of the type described in clauses (1)    through (8) above; 

(10) repurchase agreements or reverse repurchase agreements    relating to marketable obligations of a type described in clause (7) or (8)    above or with a bank described in clause (11) below; and 

(11) demand deposits, certificates of deposit, time deposits    and bankers' acceptances maturing not more than 180 days (or 365 days in the    case of subclause (A)(I) or (B)(I) of this clause 11) after the acquisition    thereof (A) denominated in pesos and issued by (I) any of the five top-rated    banks (as evaluated by any internationally recognized rating agency) organized    under the laws of Mexico or any other state thereof, or (II) any such bank    which at the date of acquisition is a lender to or has made available a line    of credit to (in each case in an amount equal to or greater than the amount    of the proposed acquisition), the Company or any of its Restricted Subsidiaries,    (B) in any jurisdiction other than Mexico where the Company or any of its    Restricted Subsidiaries conducts business and (I) issued by one of the three    largest banks doing business in such jurisdiction, or (II) any such bank in    such jurisdiction which at the date of acquisition is a lender to or has made    available a line of credit to (in each case in an amount equal to or greater    than the amount of the proposed acquisition), the Company or any of its Restricted    Subsidiaries, or (C) issued by any bank which at the date of acquisition is    a lender to or has made available a line of credit to the Company or any of    its Restricted Subsidiaries and which is not under intervention, receivership    or any similar arrangement at the time of acquisition; provided that the aggregate    amount of all such demand deposits, certificates of deposit, time deposits    and bankers' acceptances acquired in accordance with this clause (C) does    not exceed $50.0 million at any one time or (D) issued by any bank which at    the date of acquisition has an outstanding loan to the Company or any of its    Restricted Subsidiaries in an aggregate principal amount at least equal to    the aggregate principal amount of such demand deposit, certificate of deposit,    time deposit or bankers' acceptance.

"**Certificated Note**" means a Note in registered individual,    nonglobal form without interest coupons.

"**Change of Control**" means:

(1) the merger or consolidation of the Company with or    into another Person or the merger of another Person with or into the Company    or the merger of any Person with or into a Subsidiary of the Company if Capital    Stock of the Company is issued in connection therewith, or the sale of all    or substantially all the assets of the Company to another Person, (in each    case, unless such other Person is a Permitted Holder) unless holders of a    majority of the aggregate voting power of the Voting Stock of the Company,    immediately prior to such transaction, hold securities of the surviving or    transferee Person that represent, immediately after such transaction, at least    a majority of the aggregate voting power of the Voting Stock of the surviving    Person; or

(2) any "person" or "group" (as such terms are used for    purposes of Sections 13(d) and 14(d) of the Exchange Act), other than Permitted    Holders), is or becomes the "beneficial owner" (as such term is used in Rules    13d-3 under the Exchange Act), directly or indirectly, of more than 35% of    the total voting power of the Voting Stock of the Company;

"**Code**" means the Internal Revenue Code of 1986.

"**Commission**" means the U.S. Securities and Exchange Commission.

"**Common Stock**" means Capital Stock not entitled to any    preference on dividends or distributions, upon liquidation or otherwise.

"**Company**" means the party named as such in the first paragraph    of the Indenture or any successor obligor under the Indenture and the Notes    pursuant to Article 5 .

"**Consolidated Net Income**" means, for any period, the aggregate    net income (or loss) of the Company and its Restricted Subsidiaries for such    period determined on a consolidated basis in conformity with Mexican GAAP,    *provided* that the following (without duplication) will be excluded    in computing Consolidated Net Income: 

(1) the net income (but not loss) of any Person that    is not a Restricted Subsidiary, except to the extent of the lesser of 

(x) the dividends or other distributions actually paid    in cash to the Company or any of its Restricted Subsidiaries (subject to clause    (3) below) by such Person during such period, and

(y) the Company's pro rata share of such Person's net    income earned during such period; 

(2) the net income (but not loss) of any Restricted Subsidiary    to the extent that the declaration or payment of dividends or similar distributions    by such Restricted Subsidiary of such net income would not have been permitted    for the relevant period by charter or by any agreement, instrument, judgment,    decree, order, statute, rule or governmental regulation applicable to such    Restricted Subsidiary; 

(3) any net after-tax gains (but not losses) attributable    to Asset Sales; 

(4) any net after-tax extraordinary or non‐recurring    gains (but not losses); and

(5) the cumulative effect of a change in accounting principles.

In calculating the aggregate net income (or loss) of the Company    and its Restricted Subsidiaries on a consolidated basis, income attributable    to Unrestricted Subsidiaries will be excluded altogether.

"**Consolidated Net Tangible Assets**" means the total amount of assets of the Company and its Restricted    Subsidiaries, less applicable depreciation, amortization and other valuation    reserves, after deducting therefrom: 

(1) all current liabilities, excluding intercompany items,    and 

(2) all goodwill, trade names, trademarks, patents, unamortized    debt discount and expense and other like intangibles, 

all as set forth on the most recent quarterly or annual consolidated    balance sheet of the Company and its Restricted Subsidiaries prepared in accordance    with Mexican GAAP.

"**Consolidated Net Worth**" means, at any date of determination,    the consolidated stockholder's equity of the Company and its Restricted Subsidiaries,    calculated excluding

(1) any amounts attributable to Disqualified Stock, 

(2) treasury stock, and

(3) all write-ups (other than write-ups resulting from    foreign currency translations and write-ups of tangible assets of a going    concern business made in accordance with Mexican GAAP as a result of the acquisition    of such business) subsequent to the date of the Indenture in the book value    of any asset.

"**Corporate Trust Office**" means the office of the Trustee    at which the corporate trust business of the Trustee is principally administered,    which at the date of the Indenture is located at  101 Barclay Street, 4E,  New    York,  New York  10286.

"**Debt**" means, with respect to any Person, without duplication,

(1) all indebtedness of such Person for borrowed money;  

(2) all obligations of such Person evidenced by bonds,    debentures, notes or other similar instruments; 

(3) all obligations of such Person in respect of letters    of credit, bankers' acceptances or other similar instruments, excluding obligations    in respect of trade letters of credit or bankers' acceptances issued in respect    of trade payables to the extent not drawn upon or presented, or, if drawn    upon or presented, the resulting obligation of the Person is paid within 10    Business Days;

(4) all obligations of such Person to pay the deferred    and unpaid purchase price of property or services which are recorded as liabilities    under Mexican GAAP, excluding trade payables arising in the ordinary course    of business;

(5) all obligations of such Person as lessee under Capital    Leases; 

(6) all Debt of other Persons Guaranteed by such Person    to the extent so Guaranteed; 

(7) all Debt of other Persons secured by a Lien on any    asset of such Person, whether or not such Debt is assumed by such Person;  

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

(9) all financing amounts under any Permitted Receivables    Financing.

The amount of Debt of any Person will be deemed to be:  

(A) with respect to contingent obligations, the maximum    liability upon the occurrence of the contingency giving rise to the obligation;  

(B) with respect to Debt secured by a Lien on an asset    of such Person but not otherwise the obligation, contingent or otherwise,    of such Person, the lesser of (x) the fair market value of such asset on the    date the Lien attached and (y) the amount of such Debt;

(C) with respect to any Debt issued with original issue    discount, the face amount of such Debt less the remaining unamortized portion    of the original issue discount of such Debt, as determined in conformity with    Mexican GAAP; 

(D) with respect to any Hedging Agreement, the net amount    payable if such Hedging Agreement terminated at that time due to default by    such Person; and

(E) otherwise, the outstanding principal amount thereof.

Notwithstanding the foregoing, "Debt" shall not include (i) any    liability to the Pension Benefit Guaranty Corporation under the term sheet    dated January 29, 1997 and entered into in connection with the sale of assets    of Anchor Glass Container Corporation (or any definitive agreement in respect    thereof or instrument relating thereto) or (ii) Trade Payables.

"**Default**" means any event that is, or after notice or    passage of time or both would be, an Event of Default.

"**Depositary**" means the depositary of each Global Note,    which will initially be DTC.

"**Directive**" has the    meaning assigned to such term in Section 4.22 .

"**Disqualified Equity Interests**" means Equity Interests    that by their terms or upon the happening of any event are 

(1) required to be redeemed or redeemable at the option    of the holder prior to the Stated Maturity of the Notes for consideration    other than Qualified Equity Interests, or

(2) convertible at the option of the holder into Disqualified    Equity Interests or exchangeable for Debt; 

*provided* that Equity Interests will not constitute    Disqualified Equity Interests solely because of provisions giving holders    thereof the right to require repurchase or redemption upon an "asset sale" or  "change of control" occurring prior to the Stated Maturity of the Notes    if those provisions 

(A) are no more favorable to the holders than Section    4.12 and Section 4.13 , and 

(B) specifically state that repurchase or redemption pursuant    thereto will not be required prior to the Company's repurchase of the Notes    as required by the Indenture.

"**Disqualified Stock**" means Capital Stock constituting    Disqualified Equity Interests.

"**DTC**" means The Depository Trust Company, a  New    York corporation, and its successors.

"**DTC Legend**" means the legend set forth in Exhibit D.

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

(1) Interest Expense, *plus*

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

(3) depreciation expense, *plus*

(4) amortization expense, *plus*

(5) all non-cash items, including but not limited to    non-cash foreign exchange losses and non-cash monetary losses, that are reported    below the "operating income (loss)" line on the Company's consolidated statements    of operations (other than items that will require cash payments and for which    an accrual or reserve is, or is required by Mexican GAAP to be, made), *plus*

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

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

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

(9) non-cash items, including but not limited to non-cash    foreign exchange gains and non-cash monetary gains, that are reported below    the "operating income (loss)" line on the Company's consolidated statements    of operations (other than (A) items that will result in the receipt of cash    payments and (B) items resulting from the reversal of an item anticipated    to require cash payments for which an accrual or reserve was, or was required    by Mexican GAAP to be, made, to the extent such item was deducted from the    calculation of EBITDA pursuant to clause (7) above), all as determined on    a consolidated basis for the Company and its Restricted Subsidiaries in conformity    with Mexican GAAP.

"**Equity Interests**" means all Capital Stock and all warrants    or options with respect to, or other rights to purchase, Capital Stock, but    excluding Debt convertible into equity.

"**Event of Default**" has the meaning assigned to such term    in Section 6.01 .

"**Excess****Additional    Amounts**" has the meaning assigned to such term in Section 3.05 .

"**Excess Proceeds**" has the meaning assigned to such term    in Section 4.13 .

"**Exchange Act**" means the Securities Exchange Act of 1934.

"**Exchange Notes**" means the Notes of the Company issued    pursuant to the Indenture in exchange for, and in an aggregate principal amount    equal to, the Initial Notes or any Initial Additional Notes in compliance    with the terms of a Registration Rights Agreement and containing terms substantially    identical to the Initial Notes or any Initial Additional Notes (except that    (i) such Exchange Notes will be registered under the Securities Act and will    not be subject to transfer restrictions or bear the Restricted Legend, and    (ii) the provisions relating to Additional Interest will be eliminated).

"**Exchange Offer**" means an offer by the Company to the    Holders of the Initial Notes or any Initial Additional Notes to exchange outstanding    Notes for Exchange Notes, as provided for in a Registration Rights Agreement.

"**Exchange Offer Registration Statement**" means the Exchange    Offer Registration Statement as defined in a Registration Rights Agreement.

"**Finance Subsidiary**" means SOFIVSA and any other Subsidiary    of the Company that is designated a "Finance Subsidiary" by the Board of Directors    and that does not engage in any activity other than holding Debt of the Company,    issuing Capital Stock and any activity necessary, incidental or related to    the foregoing.

"**Global Note**" means a Note in registered global form without    interest coupons.

"**Guarantee**" means any obligation, contingent or otherwise,    of any Person directly or indirectly guaranteeing any Debt or other obligation    of any other Person and, without limiting the generality of the foregoing,    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 payment    of) such Debt or other obligation of such other Person (whether arising by    virtue of partnership arrangements, or by agreement to keep‐well, to    purchase assets, goods, securities or services, to take-or-pay, or to maintain    financial statement conditions or otherwise) or (ii) entered into for purposes    of assuring in any other manner the obligee of such Debt or other obligation    of the payment thereof or to protect such obligee against loss in respect    thereof, in whole or in part; *provided* that the term "Guarantee" does    not include endorsements for collection or deposit in the ordinary course    of business. The term "Guarantee" used as a verb has a corresponding meaning.

"**Guarantor**" means (i) ViMexico, S.A. de C.V. ("ViMexico")    (a *sociedad anonima de capital variable*incorporated under the laws    of Mexico), (ii) Vitro Envases Norteamerica, S.A. de C.V. ("VENA," a    *sociedad anonima de capital variable*incorporated under the laws of    Mexico), (iii) Vitro Corporativo, S.A. de C.V., (iv) Vitro Envases    Holding, S.A. de C.V., (v) Taller de Coleccion Vitro, S.A. de C.V., (vi) Servicios    Corporativos de Edificaciones, S.A. de C.V, (vii) Vidriera Monterrey,    S.A. de C.V., (viii) Vidriera Los Reyes, S.A. de C.V., (ix) Vidriera    Guadalajara, S.A. de C.V., (x) Vidriera Queretaro, S.A. de C.V., (xi) Vidriera    Mexico, S.A. de C.V., (xii) Vidriera Toluca, S.A. de C.V., (xiii) Compania    Vidriera, S.A. de C.V., (xiv) Fabricacion de Maquinas, S.A. de C.V.,    (xv) Servicios Integrales de Acabados, S.A. de C.V., (xvi) Inmobiliaria    Loma del Toro, S.A. de C.V., (xvii) Industria del Alcali, S.A. de C.V.,    (xviii) Comercializadora Alcali, S. de R.L. de C.V., (xix) Vidrio    Lux, S.A., (xx) Vitro Packaging, Inc., (xxi) Centro de Tecnologia    Vidriera, Ltd., (xxii) Vitro Europa, Ltd., (xxiii) American Asset    Holdings, Corp., (xxiv) Crisa Holdings Corp., (xxv) Troper Inc.,    (xxvi) Imperial Arts Corp., (xxvii) Troper Services, Inc., (xxviii) SFK    Industries, Inc., (xxix) Alliance Precision Products Corporation, (xxx) Amsilco    Holdings, Inc., (xxxi) BBO Holdings, Inc., (xxxii) Crisa Corp.,    (xxxiii) VK Corp., (xxxiv) Vitro Automotriz, S.A. de C.V., (xxxv) Vitro    Flex, S.A. de C.V, (xxxvi) Distribuidora Nacional de Vidrio, S.A. de    C.V., (xxxvii) Vitro Vidrio y Cristal, S.A. de C.V., (xxxviii) Vitro    Flotado Cubiertas, S.A. de C.V., (xxxix) Distribuidor Vidriero Lan, S.A.    de C.V., (xl) Vitrocar, S.A. de C.V., (xli) Cristales Inastillables    de Mexico, S.A. de C.V., (xlii) Vidrio Plano de Mexico, S.A. de C.V.,    (xliii) VVP Holdings Corp., (xliv) VVP Syndication, Inc., (xlv) VVP    Autoglass, Inc., (xlvi) Vitro America, Inc., (xlvii) Super Sky Products,    Inc., (xlviii) Super Sky International, Inc., (xlix) VVP Finance    Corp., (l) Super Sky Constructors, Inc., (li) Vitro Colombia, S.A.,    (lii) VVP Europa Holdings, B.V., (liii) Vitro do Brasil Industria    e Comercio, Ltda., (liv) Oriental Glass, Inc., (lv) Vitro Chemicals,    Fibers and Mining, Inc., (lvi) Vitrosa Holding, Ltd., (lvii) Vitro    Global, Ltd., (lviii) each Restricted Subsidiary that executes a supplemental    indenture in the form set forth as an exhibit to the indenture providing for    the Guarantee of the payment of the notes, or (lix) any successor obligor    under its Note Guaranty pursuant to Article 5 , in each case unless and until    such Guarantor is released from its Note Guaranty pursuant to this Indenture.

"**Hedging Agreement**" means (i) any interest rate swap agreement,    interest rate cap agreement or other agreement designed to protect against    fluctuations in interest rates or (ii) any foreign exchange forward contract,    currency swap agreement or other agreement designed to protect against fluctuations    in foreign exchange rates or (iii) any commodity or raw material futures contract    or any other agreement designed to protect against fluctuations in raw material    prices of any commodity or raw material used in a Permitted Business.

"**Holder**" or "**Noteholder**" means the registered holder    of any Note.

"**Incur**" means, with respect to any Debt or Capital Stock,    to incur, create, issue, assume or Guarantee such Debt or Capital Stock. If any Person becomes a Restricted Subsidiary on any date after the date of    the Indenture (including by redesignation of an Unrestricted Subsidiary or    failure of an Unrestricted Subsidiary to meet the qualifications necessary    to remain an Unrestricted Subsidiary), the Debt and Capital Stock of such    Person outstanding on such date will be deemed to have been Incurred by such    Person on such date for purposes of Section 4.05 , but will not be considered    the sale or issuance of Equity Interests for purposes of Section 4.10 or Section  4.13 . The accretion of original issue discount or payment of interest in    kind will not be considered an Incurrence of Debt.

"**Indenture**" means this indenture, as amended or supplemented    from time to time.

"**Indentures**" means this Indenture and the 2017 Indenture.

"**Independent Financial    Advisor**" means an accounting firm, appraisal firm, investment banking    firm or consultant of internationally recognized standing that is, in the    judgment of the Board of Directors, qualified to perform the task for which    it has been engaged and which is independent in connection with the relevant    transaction.

"**Initial Additional Notes**" means Additional Notes issued    in an offering not registered under the Securities Act and any Notes issued    in replacement thereof, but not including any Exchange Notes issued in exchange    therefor.

"**Initial Notes**" means the Notes issued on the Issue Date    and any Notes issued in replacement thereof, but not including any Exchange    Notes issued in exchange therefor.

"**Initial Purchasers**" means the initial purchasers party    to a purchase agreement with the Company relating to the sale of the Initial    Notes or Initial Additional Notes by the Company.

"**Institutional Accredited Investor Certificate**" means    a certificate substantially in the form of Exhibit G hereto.

"**interest**", in respect of the Notes, unless the context    otherwise requires, refers to interest and Additional Interest, if any.

"**Interest Expense**" means, for any period, the consolidated    interest expense of the Company and its Restricted Subsidiaries, plus, to    the extent not included in such consolidated interest expense, and to the    extent incurred, accrued or payable by the Company or its Restricted Subsidiaries,    without duplication, (i) interest expense attributable to Sale and Leaseback    Transactions, (ii) amortization of debt discount and debt issuance costs,    (iii) capitalized interest, (iv) non-cash interest expense, (v) commissions,    discounts and other fees and charges owed with respect to letters of credit    and bankers' acceptance financing, (vi) net costs associated with Hedging    Agreements (including the amortization of fees), (vii) any of the above expenses    with respect to Debt of another Person Guaranteed by the Company or any of    its Restricted Subsidiaries and (viii) any premiums, fees, discounts, expenses    and losses on the sale of accounts receivable (and any amortization thereof)    payable by the Company or any Restricted Subsidiary in connection with a Permitted    Receivables Financing, as determined on a consolidated basis and in accordance    with Mexican GAAP.

"**Interest Payment Date**" means each August 1 and February    1 of each year, commencing August 1, 2007.

"**Investment**" means

(1) any direct or indirect advance, loan or other extension    of credit to another Person (other than advances to customers in the ordinary    course of business that are, in conformity with Mexican GAAP, recorded as    accounts receivable on the balance sheet of the Company or its Restricted    Subsidiaries, travel and similar advances to employees in the ordinary course    of business and advances of sales commissions to agents in the ordinary course    of business),

(2) any capital contribution to another Person, by means    of any transfer of cash or other property or in any other form,

(3) any purchase or acquisition of Equity Interests,    bonds, notes or other Debt, or other instruments or securities issued by another    Person, including the receipt of any of the above as consideration for the    disposition of assets or rendering of services, or 

(4) any Guarantee of any obligation of another Person.

If the Company or any Restricted Subsidiary (x) sells or otherwise    disposes of any Equity Interests of any direct or indirect Restricted Subsidiary    so that, after giving effect to that sale or disposition, such Person is no    longer a Subsidiary of the Company, or (y) designates any Restricted Subsidiary    as an Unrestricted Subsidiary in accordance with Section 4.17 , all remaining    Investments of the Company and the Restricted Subsidiaries in such Person    shall be deemed to have been made at such time.

"**Issue Date**" means the date on which the Original Notes    are originally issued under the Indenture.

"**Leverage Ratio**" means, on any date (the "transaction    date"), the ratio of 

(x) Debt of the Company and its Restricted Subsidiaries    to 

(y) the aggregate amount of EBITDA for the four fiscal    quarters immediately prior to the transaction date for which internal financial    statements are available (the "reference period"). 

In making the foregoing calculation, 

(1) any Debt, Disqualified Stock or Preferred Stock to    be repaid or redeemed on the transaction date will be excluded; 

(2) Debt shall not include (i) any obligations of the    Company and its Restricted Subsidiaries as set forth in clauses (4), (8) and,    with respect to clause (9) only, up to $150.0 million, of the definition of  "Debt" and (ii) amounts outstanding under the Bank of America Credit Facility;    and

(3) pro forma effect will be given to 

(A) the creation, designation or redesignation of Restricted    and Unrestricted Subsidiaries,

(B) the acquisition or disposition of companies, divisions    or lines of businesses by the Company and its Restricted Subsidiaries, including    any acquisition or disposition of a company, division or line of business    since the beginning of the reference period by a Person that became a Restricted    Subsidiary after the beginning of the reference period, and

(C) the discontinuation of any discontinued operations

that have occurred since the beginning of the reference    period as if such events had occurred, and, in the case of any disposition,    the proceeds thereof applied, on the first day of the reference period. To    the extent that pro forma effect is to be given to an acquisition or disposition    of a company, division or line of business, the pro forma calculation will    be based upon the most recent four full fiscal quarters for which the relevant    financial information is available.

"**Lien**" means any mortgage, pledge, security interest,    encumbrance, lien or charge of any kind (including any conditional sale or    other title retention agreement or Capital Lease).

"**Luxembourg****Paying Agent**" means The Bank of New York (Luxembourg)  S.A.    and its successors.

"**Luxembourg****Transfer Agent**" means The Bank of New York (Luxembourg)  S.A.    and its successors. 

"**Mexican GAAP**" means    the Mexican Financial Reporting    Standards issued by the Mexican Board for Research and Development of Financial    Reporting Standards.

"**Mexico**" means the *Estados Unidos Mexicanos*    (the United Mexican States) and any branch of power thereof and any ministry,    department, authority or statutory corporation or other entity (including    a trust), owned or controlled directly or indirectly by the *Estados Unidos Mexicanos* or any of the foregoing.

"**Moody's**" means Moody's Investors Service, Inc. and its    successors.

"**Net Cash Proceeds**" means, with respect to any Asset Sale,    the proceeds of such Asset Sale in the form of cash or Cash Equivalents, including    (i) payments in respect of deferred payment obligations (to the extent corresponding    to the principal, but not interest, component thereof) when received in the    form of cash or Cash Equivalents (except to the extent such obligations are    financed or sold with recourse to the Company or any Restricted Subsidiary)    and proceeds from the conversion of other property received when converted    to cash or Cash Equivalents, net of

(1) brokerage commissions and other fees and expenses    (including fees and expenses of counsel, accountants and investment bankers)    related to such Asset Sale;

(2) provisions for all taxes (whether or not such taxes    will actually be paid or are payable) as a result of such Asset Sale without    regard to the consolidated results of operations of the Company and its Restricted    Subsidiaries taken as a whole; 

(3) payments made to repay Debt or any other obligation    outstanding at the time of such Asset Sale that either (A) is secured by a    Lien on the property or assets sold or (B) is required to be paid as a result    of such sale; and 

(4) appropriate amounts to be provided by the Company    or any Restricted Subsidiary as a reserve against any liabilities associated    with such Asset Sale, including, without limitation, pension and other post-employment    benefit liabilities, liabilities related to environmental matters and liabilities    under any indemnification obligations associated with such Asset Sale, all    as determined in conformity with Mexican GAAP.

"**Non-U.S. Person**" means a Person that is not a  U.S.    person, as defined in Regulation S.

"**Non-Recourse Debt**" means Debt as to which (i) neither    the Company nor any Restricted Subsidiary provides any Guarantee and as to    which the lenders have been notified in writing that they will not have any    recourse to the stock or assets of the Company or any Restricted Subsidiary    and (ii) no default thereunder would, as such, constitute a default under    any Debt of the Company or any Restricted Subsidiary.

"**Notes**" has the meaning assigned to such term in the Recitals.

"**Note Guaranty**" means the guaranty of the Notes by a Guarantor    pursuant to the Indenture.

"**Obligations**" means, with respect to any Debt, all obligations    (whether in existence on the Issue Date or arising afterwards, absolute or    contingent, direct or indirect) for or in respect of principal (when due,    upon acceleration, upon redemption, upon mandatory repayment or repurchase    pursuant to a mandatory offer to purchase, or otherwise), premium, interest,    penalties, fees, indemnification, reimbursement and other amounts payable    and liabilities with respect to such Debt, including all interest accrued    or accruing after the commencement of any bankruptcy, insolvency or reorganization    or similar case or proceeding at the contract rate (including, without limitation,    any contract rate applicable upon default) specified in the relevant documentation,    whether or not the claim for such interest is allowed as a claim in such case    or proceeding.

"**Offering Memorandum**" means the Company's final Offering Memorandum, dated January 25, 2007, relating    to the Notes.

"**Offer to Purchase**" has the meaning assigned to such term    in Section 3.04 .

"**Officer**" means the chairman of the Board of Directors,    the president or chief executive officer, any vice president, the chief financial    officer, the treasurer or any assistant treasurer, or the secretary or any    assistant secretary, of the Company.

"**Officers' Certificate**" means a certificate signed on behalf of the Company or a Guarantor, as the    case may be, by two Officers of the Company or a Guarantor, as applicable,    one of whom must be the principal executive officer, principal financial officer,    the treasurer, or the principal accounting officer of the Company or the Guarantor,    as applicable, that meets the requirements set forth in the Indenture. 

"**Offshore Global Note**" means a Global Note representing    Notes issued and sold pursuant to Regulation S.

"**Opinion of Counsel**" means a written opinion of counsel, who may be an employee of or counsel for    the Company and who shall be reasonably acceptable to the Trustee. 

"**Original Notes**" means the Initial Notes and any Exchange    Notes issued in exchange therefor.

"**Paying Agent**" refers to a Person engaged to perform the    obligations of the Company in respect of payments made or funds held hereunder    in respect of the Notes and includes the Luxembourg Paying Agent.

"**Permitted Business**" means any of the businesses in which    the Company and its Restricted Subsidiaries are engaged on the Issue Date,    and any business reasonably related, incidental, complementary or ancillary    thereto.

"**Permitted Debt**" has the meaning assigned to such term    in Section 4.05 .

"**Permitted Holders**" means any or all of the following:

(1) any member of the Board of Directors on the Issue    Date; 

(2) a parent, brother or sister of any of the individuals    named in clause (1); 

(3) the spouse or a former spouse of any individual named    in clause (1) or (2); 

(4) the lineal descendants of any person named in clauses    (1) through (3) and the spouse or a former spouse of any such lineal descendant;  

(5) the estate or any guardian, custodian or other legal    representative of any individual named in clauses (1) through (4); 

(6) any trust established solely for the benefit of any    one or more of the individuals named in clauses (1) through (5); 

(7) any Person in which all of the equity interests are    owned, directly or indirectly, by any one or more of the Persons named in    clauses (1) through (6); and 

(8) the Company's employee stock option trust and subsidiary    trusts of such trust.

"**Permitted Investments**" means:

(1) any Investment in the Company or in a Guarantor that    is engaged in a Permitted Business;

(2) any Investment in Cash Equivalents;

(3) any Investment by the Company or any Subsidiary of    the Company in a Person, if as a result of such Investment,

(A) such Person becomes a Substantially Wholly Owned Restricted    Subsidiary of the Company that is a Guarantor engaged in a Permitted Business,    or

(B) such Person is merged or consolidated with or into,    or transfers or conveys substantially all its assets to, or is liquidated    into, the Company or a Substantially Wholly Owned Restricted Subsidiary that    is a Guarantor engaged in a Permitted Business;

(4) Investments received as non-cash consideration in    an Asset Sale made pursuant to and in compliance with Section 4.13 ;

(5) any Investment acquired solely in exchange for Qualified    Stock of the Company;

(6) Hedging Agreements otherwise permitted under the    Indenture;

(7) (i) receivables owing to the Company or any Restricted    Subsidiary if created or acquired in the ordinary course of business, (ii)    Cash Equivalents or other cash management investments or liquid securities    pledged as collateral pursuant to Section 4.07 , (iii) endorsements for collection    or deposit in the ordinary course of business, and (iv) securities, instruments    or other obligations received in compromise or settlement of debts created    in the ordinary course of business, or by reason of a composition or readjustment    of debts or reorganization of another Person, or in satisfaction of claims    or judgments;

(8) Investments in Unrestricted Subsidiaries and joint    ventures in an aggregate amount, taken together with all other Investments    made in reliance on this clause, not to exceed $1.0 million (net of, with    respect to the Investment in any particular Person, the cash return thereon    received after the Issue Date as a result of any sale for cash, repayment,    redemption, liquidating distribution or other cash realization (not included    in Consolidated Net Income), not to exceed the amount of Investments in such    Person made after the Issue Date in reliance on this clause);

(9) payroll, travel and other loans or advances to, or    Guarantees issued to support the obligations of, officers and employees, in    each case in the ordinary course of business; 

(10) Investments in a Finance Subsidiary, that are necessary    or desirable to effect any financing to be effected by the Finance Subsidiary;  

(11) Investments in Restricted Subsidiaries that are not    Guarantors in an aggregate amount during the life of the notes not to exceed    $15.0 million; and

(12) in addition to Investments listed above, Investments    in Persons engaged in Permitted Businesses in an aggregate amount, taken together    with all other Investments made in reliance on this clause, not to exceed    5% of Consolidated Net Tangible Assets (net of, with respect to the Investment    in any particular Person made pursuant to this clause, the cash return thereon    received after the Issue Date as a result of any sale for cash, repayment,    redemption, liquidating distribution or other cash realization (not included    in Consolidated Net Income) not to exceed the amount of such Investments in    such Person made after the Issue Date in reliance on this clause).

"**Permitted Liens**" means

(1) Liens existing on the Issue Date (other than Liens    permitted pursuant to clause (15) below);

(2) Liens securing the Notes or any Note Guaranties;

(3) pledges or deposits under worker's compensation laws,    unemployment insurance laws or similar legislation, or good faith deposits    in connection with bids, tenders, contracts or leases, or to secure public    or statutory obligations, surety bonds, customs duties and the like, or for    the payment of rent, in each case incurred in the ordinary course of business    and not securing Debt;

(4) Liens imposed by law, such as carriers', vendors',    warehousemen's and mechanics' liens, in each case for sums not yet due or    being contested in good faith and by appropriate proceedings;

(5) Liens in respect of taxes and other governmental    assessments and charges which are not yet due or which are being contested    in good faith and by appropriate proceedings;

(6) minor survey exceptions, minor encumbrances, easements    or reservations of, or rights of others for, licenses, rights of way, sewers,    electric lines, telegraph and telephone lines and other similar purposes,    or zoning or other restrictions as to the use of real property, not interfering    in any material respect with the conduct of the business of the Company and    its Restricted Subsidiaries; 

(7) licenses or leases or subleases as licensor, lessor    or sublessor of any of its property, including intellectual property, in the    ordinary course of business;

(8) customary Liens in favor of trustees and escrow agents,    and netting and setoff rights, banker's liens and the like in favor of financial    institutions and counterparties to financial obligations and instruments,    including Hedging Agreements;

(9) Liens on assets pursuant to merger agreements, stock    or asset purchase agreements and similar agreements in respect of the disposition    of such assets;

(10) judgment liens, and Liens securing appeal bonds or    letters of credit issued in support of or in lieu of appeal bonds, so long    as no Event of Default then exists under clause six of Section 6.01 ;

(11) Liens securing Debt permitted under clause (9) of    paragraph (b) of Section 4.05 ;

(12) Liens on property of a Person at the time such Person    becomes a Restricted Subsidiary of the Company, *provided* such Liens    were not created in contemplation thereof and do not extend to any other property    of the Company or any Restricted Subsidiary;

(13) Liens on property at the time the Company or any of    the Restricted Subsidiaries acquires such property, including any acquisition    by means of a merger or consolidation with or into the Company or a Restricted    Subsidiary of such Person, *provided* such Liens were not created in    contemplation thereof and do not extend to any other property of the Company    or any Restricted Subsidiary;

(14) customary margin requirements and the like securing    Hedging Agreements;

(15) Liens on accounts receivable, inventory and related    assets and proceeds thereof arising in connection with a Permitted Receivables    Financing or other Debt permitted pursuant to clause (1) of paragraph (b)    of Section 4.05 ;

(16) any Lien which secures only Debt owing by one or more    Restricted Subsidiaries to the Company or a Guarantor; 

(17) Liens on the headquarters of the Company, located    in San Pedro Garza Garcia, 66265 Nuevo Leon, Mexico, as a result of Sale and    Leaseback transactions;

(18) extensions, renewals or replacements of any Liens    referred to in clauses (1), (2), (11), (12) or (13) in connection with the    refinancing of the obligations secured thereby, *provided* that such    Lien does not extend to any other property and, except as contemplated by    the definition of "Permitted Refinancing Debt", the amount secured by such    Lien is not increased; and

(19) other Liens securing obligations in an aggregate amount    not exceeding $25.0 million.

"**Permitted Receivables Financing**" means any receivables    financing facility, factoring program or arrangement, including the Vitro    Plan Securitization Trust, pursuant to which accounts receivable of the Company    or any Restricted Subsidiaries are sold or are financed by third parties on    terms that the Board of Directors has concluded are customary and market terms    fair to the Company and its Restricted Subsidiaries.

"**Permitted Refinancing Debt**" has the meaning assigned    to such term in Section 4.05 .

"**Person**" means an individual, a corporation, a partnership,    a limited liability company, an association, a trust or any other entity,    including a government or political subdivision or an agency or instrumentality    thereof.

"**Preferred Stock**" means, with respect to any Person, any    and all Capital Stock which is preferred as to the payment of dividends or    distributions, upon liquidation or otherwise, over another class of Capital    Stock of such Person.

"**Primary Treasury Dealer**"    has the meaning set forth under the definition of "Reference Treasury Dealer."

"**principal**" of any Debt means the principal amount of    such Debt, (or if such Debt was issued with original issue discount, the face    amount of such Debt less the remaining unamortized portion of the original    issue discount of such Debt), together with, unless the context otherwise    indicates, any premium then payable on such Debt.

"**Public Equity Offering**" means an underwritten primary    public offering, after the Issue Date, of Qualified Stock of the Company pursuant    to an effective registration statement under the Securities Act other than    an issuance registered on Form F-4 or S-8 or any successor thereto or any    issuance pursuant to employee benefit plans or otherwise in compensation to    officers, directors or employees.

"**Qualified Equity Interests**" means all Equity Interests    of a Person other than Disqualified Equity Interests.

"**Qualified Stock**" means all Capital Stock of a Person    other than Disqualified Stock.

"**Reference Treasury Dealer**" means Morgan Stanley & Co. Incorporated and its successors; *provided,    however*, that if it shall cease to be a primary United States Treasury    securities dealer in New York City (a "Primary Treasury Dealer"), the Company    shall substitute therefor another Primary Treasury Dealer.

"**refinance**" has the meaning assigned to such term in Section    4.05 .

"**Register**" has the meaning assigned to such term in Section    2.09 .

"**Registrar**" means a Person engaged to maintain the Register.

"**Registration Rights Agreement**" means (i) the Registration    Rights Agreement dated on or about the Issue Date between the Company and    the Initial Purchasers party thereto with respect to the Initial Notes, and    (ii) with respect to any Additional Notes, any registration rights agreements    between the Company and the Initial Purchasers party thereto relating to rights    given by the Company to the purchasers of Additional Notes to register such    Additional Notes or exchange them for Notes registered under the Securities    Act.

"**Regular Record Date**" for the interest payable on any    Interest Payment Date means the July 15 or January 15 (whether or not a Business    Day) next preceding such Interest Payment Date.

"**Regulation S**" means Regulation S under the Securities    Act.

"**Regulation S Certificate**" means a certificate substantially    in the form of Exhibit E hereto.

"**Relevant Date**" means    whichever is the later of (i) the date on which such payment first becomes    due and (ii) if the full amount payable has not been received in New York    City, New York by the Trustee on or prior to such due date, the date on which,    the full amount having been so received, notice to that effect shall have    been given to the Holders of the Notes in accordance with the Indenture.

"**Responsible Officer**" means, when used with respect to the Trustee, any officer within the corporate    trust department of the Trustee, including any vice president, assistant vice    president, assistant secretary, assistant treasurer, trust officer or any    other officer of the Trustee who customarily performs functions similar to    those performed by the persons who at the time shall be such officers, respectively,    or to whom any corporate trust matter is referred because of such person's    knowledge of and familiarity with the particular subject and who shall have    direct responsibility for the administration of the Indenture.

"**Restricted Legend**" means the legend set forth in Exhibit    C.

"**Restricted Payment**" has the meaning assigned to such    term in Section 4.06 .

"**Restricted Subsidiary**" means any Subsidiary of the Company    other than an Unrestricted Subsidiary.

"**Rule 144A**" means Rule 144A under the Securities Act.

"**Rule 144A Certificate**" means (i) a certificate substantially    in the form of Exhibit F hereto or (ii) a written certification addressed    to the Company and the Trustee to the effect that the Person making such certification    (x) is acquiring such Note (or beneficial interest) for its own account or    one or more accounts with respect to which it exercises sole investment discretion    and that it and each such account is a qualified institutional buyer within    the meaning of Rule 144A, (y) is aware that the transfer to it or exchange,    as applicable, is being made in reliance upon the exemption from the provisions    of Section 5 of the Securities Act provided by Rule 144A, and (z) acknowledges    that it has received such information regarding the Company as it has requested    pursuant to Rule 144A(d)(4) or has determined not to request such information.

"**S&P**" means Standard & Poor's Ratings Group, a    division of McGraw-Hill, Inc. and its successors.

"**Sale and Leaseback Transaction**" means, with respect to    any Person, an arrangement whereby such Person enters into a lease of property    previously transferred by such Person to the lessor.

"**Securities Act**" means the Securities Act of 1933.

"**Shelf Registration Statement**" means the Shelf Registration    Statement as defined in a Registration Rights Agreement.

"**Significant Subsidiary**" means any Subsidiary, or group    of Subsidiaries, that would , taken together, be a "significant subsidiary"    as defined in Article 1, Rule 1-02 (w)(1) or (2) of Regulation S-X promulgated    under the Securities Act, as such regulation is in effect on the date of the    Indenture.

"**SOFIVSA**" means Servicios y Operaciones Financieras Vitro,    S.A. de C.V.

"**Specified Guarantors**" means Vidrio  Plano, S.A. de C.V., Distribuidora de Vidrio    y Cristal, S.A. de C.V., Vidrio Plano de Mexicali, S.A. de C.V., Vitemco Venezuela,    S.A., Vitro Panama, S.A.,    Servicios y Operaciones Financieras Vitro, S.A. de C.V., and Vitemco Ecuador,  S.A.

"**Stated Maturity**" means (i) with respect to any Debt,    the date specified as the fixed date on which the final installment of principal    of such Debt is due and payable or (ii) with respect to any scheduled installment    of principal of or interest on any Debt, the date specified as the fixed date    on which such installment is due and payable as set forth in the documentation    governing such Debt, not including any contingent obligation to repay, redeem    or repurchase prior to the regularly scheduled date for payment.

"**Subordinated Debt**" means any Debt of the Company or any    Guarantor which is subordinated in right of payment to the Notes or the Note    Guaranty, as applicable, pursuant to a written agreement to that effect.

"**Subsidiary**" means with respect to any Person, (i) any    corporation, association or other business entity of which more than 50% of    the outstanding Voting Stock is owned, directly or indirectly, by , or, in    the case of a partnership, the sole general partner or the managing partner    or the only general partners of which are, such Person and one or more Subsidiaries    of such Person (or a combination thereof) (ii) any other corporation, association    or other business entity that is combined or consolidated in accordance with    Mexican GAAP with such Person for purposes of general financial reporting. Unless otherwise    specified, "Subsidiary" means a Subsidiary of the Company.

"**Substantially Wholly    Owned**" means, with respect to any Restricted Subsidiary, a Restricted    Subsidiary 90% or more of the outstanding Capital Stock of which (other than    any director's qualifying shares) is owned by the Company and one or more    Wholly Owned Restricted Subsidiaries (or a combination thereof).

"**Swiss Subsidiary Guarantor**" means each of Centro de Tecnologia Vidriera, Ltd., Vitro Europa, Ltd., Vitrosa    Holding, Ltd., and Vitro Global, Ltd. (all incorporated in  Switzerland)    or any successor thereto.

"**Taxes**" has the meaning    assigned to such term in Section 4.22 .

"**Tax Jurisdiction**" means (1) Mexico or any political subdivision thereof or any authority therein    or thereof having the power to tax, (2) any jurisdiction in which the Company    or any Guarantor (including any successor entity) is then incorporated, engaged    in business or resident for tax purposes or any political subdivision thereof    or therein having the power to tax or (3) any jurisdiction by or through which    payment is made.

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

"**Transfer Agent**" means The Bank of New York and its successors.

"**Treasury Rate**" means,    as of any redemption date, the yield to maturity as of such redemption date    of United States Treasury securities with a constant maturity (as compiled    and published in the most recent Federal Reserve Statistical Release H.15    (519) that has become publicly available at least two Business Days prior    to the redemption date (or, if such Statistical Release is no longer published,    any publicly available source of similar market data)) most nearly equal to    the period from the redemption date to February 1, 2012; *provided, however*, that if the period from    the redemption date to February 1, 2012, is less than one year, the weekly    average yield on actually traded United States Treasury securities adjusted    to a constant maturity of one year, as determined by the Reference Treasury    Dealer, will be used.

"**Trustee**" means the party named as such in the first paragraph    of the Indenture or any successor trustee under the Indenture pursuant to    Article 7 .

"**Trust Indenture Act**" means the Trust Indenture Act of    1939.

"**U.S.**" or  "**United States**" means the  United States    of America.

"**U.S.****Global Note**" means a Global    Note that bears the Restricted Legend representing Notes issued and sold pursuant    to Rule 144A.

"**U.S.****Government Obligations**" means obligations issued or directly and fully    guaranteed or insured by the United States of    America or by any agent or instrumentality thereof, provided    that the full faith and credit of the  United States of America is pledged in support    thereof.

"**Unrestricted Subsidiary**" means any Subsidiary of the    Company that at the time of determination has previously been designated,    and continues to be, an Unrestricted Subsidiary in accordance with Section    4.17 .

"**Vitro Plan Securitization    Trust**" means the Irrevocable Issuance, Administration and Payment Trust    Agreement No. 486 dated as of August 3, 2005 between Distribuidora Nacional    de Vidrio, S.A. de C.V., Vitro Flotado Cubiertas, S.A. de C.V., Vitro Automotriz,    S.A. de C.V., and Vitro Vidrio y Cristal, S.A. de C.V., as Trustors and Third-Party    Trustees, and Banco Invex, S.A., Institucion de Banca Multiple, Invex Grupo    Financiero, as Trustee, as amended and in effect from time to time.

"**Voting Stock**" means, with respect to any Person, Capital    Stock of any class or kind ordinarily having the power to vote for the election    of directors, managers or other voting members of the governing body of such    Person.

"**Wholly Owned**" means, with respect to any Restricted Subsidiary,    a Restricted Subsidiary all of the outstanding Capital Stock of which (other    than any director's qualifying shares) is owned by the Company and one or    more Wholly Owned Restricted Subsidiaries (or a combination thereof).

Section 1.02. *Rules of Construction*. Unless the context otherwise requires or except as    otherwise expressly provided,

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

(2) "herein," "hereof" and other words of similar import    refer to the Indenture as a whole and not to any particular Section, Article    or other subdivision; 

(3) all references to Sections or Articles or Exhibits    refer to Sections or Articles or Exhibits of or to the Indenture unless otherwise    indicated;

(4) references to agreements or instruments, or to statutes    or regulations, are to such agreements or instruments, or statutes or regulations,    as amended from time to time (or to successor statutes and regulations); and

(5) in the event that a transaction meets the criteria    of more than one category of permitted transactions or listed exceptions the    Company may classify such transaction as it, in its sole discretion, determines.

 Article 2 The Notes

 Section 2.01 *. Form, Dating and Denominations; Legends.*(a)  The Notes and the Trustee's certificate of authentication    will be substantially in the form attached as Exhibit A. The terms and provisions    contained in the form of the Notes annexed as Exhibit A constitute, and are    hereby expressly made, a part of the Indenture. The Notes may have notations,    legends or endorsements required by law, rules of or agreements with national    securities exchanges to which the Company is subject, or usage. Each Note    will be dated the date of its authentication. The Notes will be issuable    in denominations of $2,000 in principal amount and any integral multiple of    $1,000 in excess thereof.

(b)

(1) Except as otherwise provided in paragraph (c), Section    2.10 (b)(3), (b)(5), or (c) or Section 2.09 (b)(4), each Initial Note or Initial    Additional Note (other than an Offshore Note) will bear the Restricted Legend.

(2) Each Global Note, whether or not an Initial Note    or Additional Note, will bear the DTC Legend.

(3) Initial Notes and Initial Additional Notes offered    and sold in reliance on any exception under the Securities Act other than    Regulation S and Rule 144A will be issued, and upon the request of the Company    to the Trustee, Initial Notes offered and sold in reliance on Rule 144A, may    be issued, in the form of Certificated Notes.

(4) Exchange Notes will be issued, subject to Section    2.09 (b), in the form of one or more Global Notes.

(c)

(1) If the Company determines (upon the advice of counsel    and such other certifications and evidence as the Company may reasonably require)    that a Note is eligible for resale pursuant to Rule 144(k) under the Securities    Act (or a successor provision) and that the Restricted Legend is no longer    necessary or appropriate in order to ensure that subsequent transfers of the    Note (or a beneficial interest therein) are effected in compliance with the    Securities Act, or 

(2) after an Initial Note or any Initial Additional Note    is

(x) sold pursuant to an effective registration statement    under the Securities Act, pursuant to the Registration Rights Agreement or    otherwise, or (y) is validly tendered for exchange into an Exchange Note pursuant    to an Exchange Offer 

the Company may instruct the Trustee in writing to cancel    the Note and issue to the Holder thereof (or to its transferee) a new Note    of like tenor and amount, registered in the name of the Holder thereof (or    its transferee), that does not bear the Restricted Legend, and the Trustee    will comply with such instruction.

(d) By its acceptance of any Note bearing the Restricted    Legend (or any beneficial interest in such a Note), each Holder thereof and    each owner of a beneficial interest therein acknowledges the restrictions    on transfer of such Note (and any such beneficial interest) set forth in this    Indenture and in the Restricted Legend and agrees that it will transfer such    Note (and any such beneficial interest) only in accordance with the Indenture    and such legend.

 Section 2.02 *. Execution and Authentication; Exchange Notes;    Additional Notes.*(a) An Officer shall execute the Notes for the Company    by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at    the time the Note is authenticated, the Note will still be valid.

(b) A Note will not be valid until the Trustee manually signs the certificate    of authentication on the Note, with the signature conclusive evidence that    the Note has been authenticated under the Indenture.

(c) At any time and from time to time after the execution    and delivery of the Indenture, the Company may deliver Notes executed by the    Company to the Trustee for authentication. The Trustee will authenticate    and deliver 

(i) Initial Notes for original issue    in the aggregate principal amount not to exceed $300,000,000, 

(ii) Initial Additional Notes from time    to time for original issue in aggregate principal amounts specified by the    Company, and 

(iii) Exchange Notes from time to time    for issue in exchange for a like principal amount of Initial Notes or Initial    Additional Notes 

after the following conditions have been met: 

(1) Receipt by the Trustee of an Officers' Certificate    specifying

(A) the amount of Notes to be authenticated and the date    on which the Notes are to be authenticated, 

(B) whether the Notes are to be Initial Notes or, Initial    Additional Notes or Exchange Notes, 

(C) in the case of Initial Additional Notes, that the    issuance of such Notes does not contravene any provision of Article 4, 

(D) whether the Notes are to be issued as one or more    Global Notes or Certificated Notes, and 

(E) other information the Company may determine to include    or the Trustee may reasonably request. 

(2) In the case of Initial Additional    Notes, receipt by the Trustee of an Opinion of Counsel confirming that the    Holders of the outstanding Notes will be subject to federal income tax in    the same amounts, in the same manner and at the same times as would have been    the case if such Initial Additional Notes were not issued.

(3) In the case of Exchange Notes, effectiveness    of an Exchange Offer Registration Statement and consummation of the exchange    offer thereunder (and receipt by the Trustee of an Officers' Certificate to    that effect). Initial Notes or Initial Additional Notes exchanged for Exchange    Notes will be cancelled by the Trustee.

 Section 2.03 *. Registrar, Paying Agent and Authenticating    Agent; Paying Agent to Hold Money in Trust.*(a) The Company may appoint    one or more Registrars and one or more Paying Agents, and the Trustee may    appoint an Authenticating Agent, in which case each reference in the Indenture    to the Trustee in respect of the obligations of the Trustee to be performed    by that Authenticating Agent will be deemed to be references to the Authenticating    Agent. The Company may act as Registrar or (except for purposes of Article    8 ) Paying Agent. The Company will enter into an appropriate agreement with    any Agent not a party to this Indenture implementing the provisions of the    Indenture relating to the obligations to be performed by the Agent and the    related rights. The Company initially appoints the Trustee as Registrar and    Paying Agent.

(b) The Company will require each Paying Agent not a party    to this Indenture to agree in writing that the Paying Agent will hold in trust    for the benefit of the Holders or the Trustee all money held by the Paying    Agent for the payment of principal of and interest on the Notes and will promptly    notify the Trustee in writing of any default by the Company in making any    such payment. The Company at any time may require a Paying Agent to pay all    money held by it to the Trustee and account for any funds disbursed, and the    Trustee may at any time during the continuance of any payment default, upon    written request to a Paying Agent, require the Paying Agent to pay all money    held by it to the Trustee and to account for any funds disbursed. Upon doing    so, the Paying Agent will have no further liability for the money so paid    over to the Trustee. 

(c) The Company has appointed The Bank of New York (Luxembourg)    S.A. as Luxembourg listing agent and The Bank of New York    (Luxembourg)  S.A. as Luxembourg    Paying Agent and Luxembourg Transfer Agent in respect of the Notes. The Company    shall maintain such agencies so long as the Notes are listed on the Luxembourg    Stock Exchange and the rules of the exchange so require.

 Section 2.04 *. Replacement Notes.*If a mutilated Note    is surrendered to the Trustee or if a Holder claims that its Note has been    lost, destroyed or wrongfully taken, the Company will issue and the Trustee    will authenticate a replacement Note of like tenor and principal amount and    bearing a number not contemporaneously outstanding. Every replacement Note    is an additional obligation of the Company and entitled to the benefits of    the Indenture. If required by the Trustee or the Company, an indemnity must    be furnished that is sufficient in the judgment of both the Trustee and the    Company to protect the Company, any Paying Agent and the Trustee from any    loss they may suffer if a Note is replaced. The Company may charge the Holder    for the expenses of the Company and the Trustee in replacing a Note. In case the mutilated, lost, destroyed or wrongfully taken Note has become or is about    to become due and payable, the Company in its discretion may pay the Note    instead of issuing a replacement Note.

 Section 2.05 *. Outstanding Notes.*(a)  Notes    outstanding at any time are all Notes that have been authenticated by the    Trustee except for

(1) Notes cancelled by the Trustee or delivered to it    for cancellation;

(2) any Note which has been replaced pursuant to Section    2.04 unless and until the Trustee and the Company receive proof satisfactory    to them that the replaced Note is held by a *bona**fide* purchaser;    and

(3) on or after the maturity date or any redemption date    or date for purchase of the Notes pursuant to an Offer to Purchase, those    Notes payable or to be redeemed or purchased on that date for which the Trustee    (or Paying Agent, other than the Company or an Affiliate of the Company) holds    money sufficient to pay all amounts then due.

(b) A Note does not cease to be outstanding because the    Company or one of its Affiliates holds the Note, *provided* that in determining    whether the Holders of the requisite principal amount of the outstanding Notes    have given or taken any request, demand, authorization, direction, notice,    consent, waiver or other action hereunder, Notes owned by the Company or any    Affiliate of the Company will be disregarded and deemed not to be outstanding,    (it being understood that in determining whether the Trustee is protected    in relying upon any such request, demand, authorization, direction, notice,    consent, waiver or other action, only Notes which a Responsible Officer of    the Trustee knows to be so owned will be so disregarded). Notes so owned    which have been pledged in good faith may be regarded as outstanding if the    pledgee establishes to the satisfaction of the Trustee the pledgee's right    so to act with respect to such Notes and that the pledgee is not the Company    or any Affiliate of the Company.

 Section 2.06 *. Temporary Notes.*Until definitive Notes    are ready for delivery, the Company may prepare and the Trustee will authenticate    temporary Notes. Temporary Notes will be substantially in the form of definitive    Notes but may have insertions, substitutions, omissions and other variations    determined to be appropriate by the Officer executing the temporary Notes,    as evidenced by the execution of the temporary Notes. If temporary Notes    are issued, the Company will cause definitive Notes to be prepared without    unreasonable delay. After the preparation of definitive Notes, the temporary    Notes will be exchangeable for definitive Notes upon surrender of the temporary    Notes at the office or agency of the Company designated for the purpose pursuant    to Section 4.02 , without charge to the Holder. Upon surrender for cancellation    of any temporary Notes the Company will execute and the Trustee will authenticate    and deliver in exchange therefor a like principal amount of definitive Notes    of authorized denominations. Until so exchanged, the temporary Notes will    be entitled to the same benefits under the Indenture as definitive Notes.

 Section 2.07 *. Cancellation.*The Company at any time    may deliver to the Trustee for cancellation any Notes previously authenticated    and delivered hereunder which the Company may have acquired in any manner    whatsoever, and may deliver to the Trustee for cancellation any Notes previously    authenticated hereunder which the Company has not issued and sold. Any Registrar    or the Paying Agent will forward to the Trustee any Notes surrendered to it    for transfer, exchange or payment. The Trustee will cancel all Notes surrendered    for transfer, exchange, payment or cancellation and dispose of them in accordance    with its normal procedures or the written instructions of the Company. The    Company may not issue new Notes to replace Notes it has paid in full or delivered    to the Trustee for cancellation.

 Section 2.08 *. CUSIP and CINS Numbers.*The Company    in issuing the Notes may use "CUSIP" and "CINS" numbers, and the Trustee will    use CUSIP numbers or CINS numbers in notices of redemption or exchange or    in Offers to Purchase as a convenience to Holders, the notice to state that    no representation is made as to the correctness of such numbers either as    printed on the Notes or as contained in any notice of redemption or exchange    or Offer to Purchase. The Company will promptly notify the Trustee in writing    of any change in the CUSIP or CINS numbers.

 Section 2.09 *. Registration, Transfer and Exchange.*  (a) The Notes will be issued in registered form only, without coupons, and the    Company shall cause the Registrar to maintain a register (the "**Register**") of the Notes, for registering the record ownership of the Notes by the Holders    and transfers and exchanges of the Notes.

(b) (1) Each Global Note will be registered    in the name of the Depositary or its nominee and, so long as DTC is serving    as the Depositary thereof, will bear the DTC Legend.

(2) Each Global Note will be delivered to the Trustee    as custodian for the Depositary. Transfers of a Global Note (but not a beneficial    interest therein) will be limited to transfers thereof in whole, but not in    part, to the Depositary, its successors or their respective nominees, except    (1) as set forth in Section 2.09 (b)(4) and (2) transfers of portions thereof    in the form of Certificated Notes may be made upon request of an Agent Member    (for itself or on behalf of a beneficial owner) by written notice given to    the Trustee by or on behalf of the Depositary in accordance with customary    procedures of the Depositary and in compliance with this Section and Section    2.10 .

(3) Agent Members will have no rights under the Indenture    with respect to any Global Note held on their behalf by the Depositary, and    the Depositary may be treated by the Company, the Trustee and any agent of    the Company or the Trustee as the absolute owner and Holder of such Global    Note for all purposes whatsoever. Notwithstanding the foregoing, the Depositary    or its nominee may grant proxies and otherwise authorize any Person (including    any Agent Member and any Person that holds a beneficial interest in a Global    Note through an Agent Member) to take any action which a Holder is entitled    to take under the Indenture or the Notes, and nothing herein will impair,    as between the Depositary and its Agent Members, the operation of customary    practices governing the exercise of the rights of a holder of any security.

(4) If (x) the Depositary notifies the Company that it    is unwilling or unable to continue as Depositary for a Global Note and a successor    depositary is not appointed by the Company within 90 days of the notice or    (y) an Event of Default has occurred and is continuing and the Trustee has    received a request from the Depositary, the Trustee will promptly exchange    each beneficial interest in the Global Note for one or more Certificated Notes    in authorized denominations having an equal aggregate principal amount registered    in the name of the owner of such beneficial interest, as identified to the    Trustee by the Depositary, and thereupon the Global Note will be deemed canceled. If such Note does not bear the Restricted Legend, then the Certificated Notes    issued in exchange therefor will not bear the Restricted Legend. If such    Note bears the Restricted Legend, then the Certificated Notes issued in exchange    therefor will bear the Restricted Legend.

(c) Each Certificated Note will be registered in the name    of the Holder thereof or its nominee.

(d) A Holder may transfer a Note (or a beneficial interest    therein) to another Person or exchange a Note (or a beneficial interest therein)    for another Note or Notes of any authorized denomination by presenting to    the Trustee a written request therefor stating the name of the proposed transferee    or requesting such an exchange, accompanied by any certification, opinion    or other document required by Section 2.10 . The Trustee will promptly notify    the Registrar (if not the Trustee) and the Registrar will register any transfer    or exchange that meets the requirements of this Section by noting the resulting    Holder in the Register maintained by the Registrar for the purpose; *provided*    that 

(x) no transfer or exchange will be effective until it    is registered in such register and 

(y) the Trustee will not be required (i) to issue, register    the transfer of or exchange any Note for a period of 15 days before a selection    of Notes to be redeemed or purchased pursuant to an Offer to Purchase, (ii)    to register the transfer of or exchange any Note so selected for redemption    or purchase in whole or in part, except, in the case of a partial redemption    or purchase, that portion of any Note not being redeemed or purchased, or    (iii) if a redemption or a purchase pursuant to an Offer to Purchase is to    occur after a Regular Record Date but on or before the corresponding Interest    Payment Date, to register the transfer of or exchange any Note on or after    the Regular Record Date and before the date of redemption or purchase. Prior to the registration of any transfer, the Company, the Trustee and their agents    will treat the Person in whose name the Note is registered as the owner and    Holder thereof for all purposes (whether or not the Note is overdue), and    will not be affected by notice to the contrary.

From time to time the Company will execute and the Trustee will    authenticate Additional Notes as necessary in order to permit the registration    of a transfer or exchange in accordance with this Section.

No service charge will be imposed in connection with any transfer    or exchange of any Note, but the Company may require payment of a sum sufficient    to cover any transfer tax or similar governmental charge payable in connection    therewith (other than a transfer tax or other similar governmental charge    payable upon exchange pursuant to subsection (b)(4)).

(e) (1) *Global Note to Global Note*. If a beneficial interest in a Global Note is transferred or exchanged for    a beneficial interest in another Global Note, the Trustee will (x) record    a decrease in the principal amount of the Global Note being transferred or    exchanged equal to the principal amount of such transfer or exchange and (y) record    a like increase in the principal amount of the other Global Note. Any beneficial    interest in one Global Note that is transferred to a Person who takes delivery    in the form of an interest in another Global Note, or exchanged for an interest    in another Global Note, will, upon transfer or exchange, cease to be an interest    in such Global Note and become an interest in the other Global Note and, accordingly,    will thereafter be subject to all transfer and exchange restrictions, if any,    and other procedures applicable to beneficial interests in such other Global    Note for as long as it remains such an interest.

(2) *Global Note to Certificated Note*. If a beneficial    interest in a Global Note is transferred or exchanged for a Certificated Note,    the Trustee will (x) record a decrease in the principal amount of such Global    Note equal to the principal amount of such transfer or exchange and (y) deliver    one or more new Certificated Notes in authorized denominations having an equal    aggregate principal amount to the transferee (in the case of a transfer) or    the owner of such beneficial interest (in the case of an exchange), registered    in the name of such transferee or owner, as applicable.

(3) *Certificated Note to Global Note*. If a Certificated    Note is transferred or exchanged for a beneficial interest in a Global Note,    the Trustee will (x) cancel such Certificated Note, (y) record an increase    in the principal amount of such Global Note equal to the principal amount    of such transfer or exchange and (z) in the event that such transfer or exchange    involves less than the entire principal amount of the canceled Certificated    Note, deliver to the Holder thereof one or more new Certificated Notes in    authorized denominations having an aggregate principal amount equal to the    untransferred or unexchanged portion of the canceled Certificated Note, registered    in the name of the Holder thereof.

(4) *Certificated Note to Certificated Note*. If    a Certificated Note is transferred or exchanged for another Certificated Note,    the Trustee will (x) cancel the Certificated Note being transferred or exchanged,    (y) deliver one or more new Certificated Notes in authorized denominations    having an aggregate principal amount equal to the principal amount of such    transfer or exchange to the transferee (in the case of a transfer) or the    Holder of the canceled Certificated Note (in the case of an exchange), registered    in the name of such transferee or Holder, as applicable, and (z) if such transfer    or exchange involves less than the entire principal amount of the canceled    Certificated Note, deliver to the Holder thereof one or more Certificated    Notes in authorized denominations having an aggregate principal amount equal    to the untransferred or unexchanged portion of the canceled Certificated Note,    registered in the name of the Holder thereof.

 Section 2.10 *. Restrictions on Transfer and Exchange.*(a) The transfer or exchange of any Note (or a beneficial interest therein)    may only be made in accordance with this Section and Section 2.09 and, in    the case of a Global Note (or a beneficial interest therein), the applicable    rules and procedures of the Depositary. The Trustee shall refuse to register    any requested transfer or exchange that does not comply with the preceding    sentence.

(b) Subject to paragraph (c), the transfer or exchange    of any Note (or a beneficial interest therein) of the type set forth in column    A below for a Note (or a beneficial interest therein) of the type set forth    opposite in column B below may only be made in compliance with the certification    requirements (if any) described in the clause of this paragraph set forth    opposite in column C below.

*A*

*B*

*C*

U.S.          Global Note

U.S.          Global Note

(1)

U.S.          Global Note

Offshore          Global Note

(2)

U.S.          Global Note

Certificated          Note

(3)

Offshore          Global Note

U.S.          Global Note

(4)

Offshore          Global Note

Offshore          Global Note

(1)

Offshore          Global Note

Certificated          Note

(5)

Certificated          Note

U.S.          Global Note

(4)

Certificated          Note

Offshore          Global Note

(2)

Certificated          Note

Certificated          Note

(3)

(1) No certification is required.

(2) The Person requesting the transfer    or exchange must deliver or cause to be delivered to the Trustee a duly completed    Regulation S Certificate; *provided* that if the requested transfer or    exchange is made by the Holder of a Certificated Note that does not bear the    Restricted Legend, then no certification is required.

(3) The Person requesting the transfer    or exchange must deliver or cause to be delivered to the Trustee (x) a duly    completed Rule 144A Certificate, (y) a duly completed Regulation S Certificate    or (z) a duly completed Institutional Accredited Investor Certificate, and/or    an Opinion of Counsel and such other certifications and evidence as the Company    may reasonably require in order to determine that the proposed transfer or    exchange is being made in compliance with the Securities Act and any applicable    securities laws of any state of the United States; *provided* that if    the requested transfer or exchange is made by the Holder of a Certificated    Note that does not bear the Restricted Legend, then no certification is required. In the event that a Certificated Note that does not bear the Restricted Legend    is surrendered for transfer or exchange, upon transfer or exchange the Trustee    will deliver a Certificated Note that does not bear the Restricted Legend.

(4) The Person requesting the transfer    or exchange must deliver or cause to be delivered to the Trustee a duly completed    Rule 144A Certificate.

(5) If the requested transfer or exchange    involves a beneficial interest in an Offshore Global Note, no certification    is required and the Trustee will deliver a Certificated Note that does not    bear the Restricted Legend.

(c) No certification is required in connection    with any transfer or exchange of any Note (or a beneficial interest therein)    

(1) after such Note is    eligible for resale pursuant to Rule 144(k) under the Securities Act (or a    successor provision); *provided* that the Company has provided    the Trustee with an Officer's Certificate to that effect, and the Company    may require from any Person requesting a transfer or exchange in reliance    upon this clause (1) an opinion of counsel and any other reasonable certifications    and evidence in order to support such certificate; or 

(2) (x) sold pursuant to    an effective registration statement, pursuant to the Registration Rights Agreement    or otherwise or (y) which is validly tendered for exchange into an Exchange    Note pursuant to an Exchange Offer. 

Any Certificated Note delivered in reliance upon    this Section 2.10 (c) will not bear the Restricted Legend.

(d) The Trustee will retain copies of all    certificates, opinions and other documents received in connection with the    transfer or exchange of a Note (or a beneficial interest therein), and the    Company will have the right to inspect and make copies thereof at any reasonable    time upon written notice to the Trustee.

 Article 3     Redemption; Offer to Purchase

Section 3.01 *. Optional Redemption.*At any time and from time to time the Company may    redeem the Notes, in whole or in part, at a redemption price equal to the    greater of: 

(1) 100% of the principal amount of the    Notes to be redeemed; and 

(2) the sum of the present values of the    remaining scheduled payments of principal and interest from the redemption    date to February 1, 2012, but excluding accrued and unpaid interest, if any,    to the redemption date, discounted to the date of redemption on a semi-annual    basis (assuming a 360-day year consisting of twelve 30-day months), at the    Treasury Rate (determined on the second Business Day immediately preceding    the date of redemption) plus 50 basis points, 

*plus*,    in either case, accrued and unpaid interest, if any, to the redemption date    (subject to the right of Holders of record on the relevant record date to    receive interest due on the relevant Interest Payment Date).

Section 3.02 *. Redemption with Proceeds of Public Equity    Offering.*At any time and from time to time prior to February 1, 2010,    the Company may redeem Notes with the net cash proceeds received by the Company    from any Public Equity Offering at a redemption price equal to 108.625% of    the principal amount plus accrued and unpaid interest to the redemption date,    in an aggregate principal amount for all such redemptions not to exceed 35%    of the original aggregate principal amount of the Notes including Additional    Notes, *provided* that

(1) in each case the redemption takes place    not later than 90 days after the closing of the related Public Equity Offering,    and

(2) not less than 65% of the original aggregate    principal amount of the Notes (calculated after giving effect to any issuance    of Additional Notes) remains outstanding immediately thereafter.

Section 3.03 *. Method and Effect of Redemption.*(a)    If the Company elects to redeem Notes, it must notify the Trustee in writing    of the redemption date and the principal amount of Notes to be redeemed by    delivering an Officers' Certificate at least 30 days but no more than 60 days    before the redemption date (unless a shorter period is agreed in writing by    the Trustee). If fewer than all of the Notes are being redeemed, the Officers'    Certificate must also specify a record date not less than 15 days after the    date of the notice of redemption is given to the Trustee, and the Trustee    will select the Notes to be redeemed pro rata, by lot or by any other method    the Trustee in its sole discretion deems fair and appropriate, in denominations    of $1,000 principal amount and integral multiples thereof. The Trustee will    notify the Company promptly of the Notes or portions of Notes to be called    for redemption. Notice of redemption must be sent by first-class mail by    the Company or at the Company's request, by the Trustee in the name and at    the expense of the Company, to the registered address of each Holder whose    Notes are to be redeemed at least 30 days but not more than 60 days before    the redemption date. For so long as the Notes are listed and admitted for    trading on the Euro MTF of the Luxembourg Stock Exchange, and to the extent    the rules of the Luxembourg Stock Exchange so require, the Company will provide    a copy of any such notice to the Luxembourg Stock Exchange. 

(b) The notice of redemption will identify    the Notes to be redeemed and will include or state the following:

(1) the redemption date;

(2) the redemption price, including the    portion thereof representing any accrued interest;

(3) the place or places where Notes are    to be surrendered for redemption;

(4) Notes called for redemption must be    so surrendered in order to collect the redemption price;

(5) on the redemption date the redemption    price will become due and payable on Notes called for redemption, and interest    on Notes called for redemption will cease to accrue on and after the redemption    date;

(6) if any Note is redeemed in part, on    and after the redemption date, upon surrender of such Note, new Notes equal    in principal amount to the unredeemed portion will be issued; and

(7) if any Note contains a CUSIP or CINS    number, no representation is being made as to the correctness of the CUSIP    or CINS number either as printed on the Notes or as contained in the notice    of redemption and that the Holder should rely only on the other identification    numbers printed on the Notes.

(c) Once notice of redemption is sent to    the Holders, Notes called for redemption become due and payable at the redemption    price on the redemption date, and upon surrender of the Notes called for redemption,    the Company shall redeem such Notes at the redemption price. Commencing on    the redemption date, Notes redeemed will cease to accrue interest. Upon surrender    of any Note redeemed in part, the Holder will receive a new Note equal in    principal amount to the unredeemed portion of the surrendered Note.

Section 3.04 *. Offer to Purchase.*(a) An "**Offer    to Purchase**" means an offer by the Company to purchase Notes as required    by the Indenture. An Offer to Purchase must be made by written offer (the "**offer**") sent to the Holders. The Company will notify the Trustee    in writing at least 15 days (or such shorter period as is agreed to in writing    by the Trustee) prior to sending the offer to Holders of its obligation to    make an Offer to Purchase, and the offer will be sent by the Company or, at    the Company's request, by the Trustee in the name and at the expense of the    Company. 

(b) The offer must include or state the    following as to the terms of the Offer to Purchase:

(1) the provision of the Indenture pursuant    to which the Offer to Purchase is being made;

(2) the aggregate principal amount of    the outstanding Notes offered to be purchased by the Company pursuant to the    Offer to Purchase (including, if less than 100%, the manner by which such    amount has been determined pursuant to the Indenture) (the "**purchase amount**");

(3) the purchase price, including the    portion thereof representing accrued interest;

(4) an expiration date (the "**expiration    date**") not less than 30 days or more than 60 days after the date of the    offer, and a settlement date for purchase (the "**purchase date**") not    more than five Business Days after the expiration date;

(5) information concerning the business    of the Company and its Subsidiaries which the Company in good faith believes    will enable the Holders to make an informed decision with respect to the Offer    to Purchase;

(6) a Holder may tender all or any portion    of its Notes, subject to the requirement that any portion of a Note tendered    must be in an integral multiple of $1,000 principal amount;

(7) the place or places where Notes are    to be surrendered for tender pursuant to the Offer to Purchase;

(8) each Holder electing to tender a Note    pursuant to the offer will be required to surrender such Note at the place    or places specified in the offer prior to the close of business on the expiration    date (such Note being, if the Company or the Trustee so requires, duly endorsed    or accompanied by a duly executed written instrument of transfer);

(9) interest on any Note not tendered,    or tendered but not purchased by the Company pursuant to the Offer to Purchase,    will continue to accrue;

(10) on the purchase date the purchase price    will become due and payable on each Note accepted for purchase, and interest    on Notes purchased will cease to accrue on and after the purchase date;

(11) Holders are entitled to withdraw Notes    tendered by giving written notice, which must be received by the Company or    the Trustee not later than the close of business on the expiration date, setting    forth the name of the Holder, the principal amount of the tendered Notes,    the certificate number of the tendered Notes and a statement that the Holder    is withdrawing all or a portion of the tender;

(12) (i) if Notes in an aggregate principal    amount less than or equal to the purchase amount are duly tendered and not    withdrawn pursuant to the Offer to Purchase, the Company will purchase all    such Notes, and (ii) if the Offer to Purchase is for less than all of    the outstanding Notes and Notes in an aggregate principal amount in excess    of the purchase amount are tendered and not withdrawn pursuant to the offer,    the Company will purchase Notes having an aggregate principal amount equal    to the purchase amount on a pro rata basis, with adjustments so that only    Notes in integral multiples of $1,000 principal amount will be purchased;

(13) if any Note is purchased in part, new    Notes equal in principal amount to the unpurchased portion of the Note will    be issued; and

(14) if any Note contains a CUSIP or CINS    number, no representation is being made as to the correctness of the CUSIP    or CINS number either as printed on the Notes or as contained in the offer    and that the Holder should rely only on the other identification numbers printed    on the Notes.

(c) Prior to the purchase date, the Company    will accept tendered Notes for purchase as required by the Offer to Purchase    and deliver to the Trustee all Notes so accepted together with an Officers'    Certificate specifying which Notes have been accepted for purchase. On the    purchase date the purchase price will become due and payable on each Note    accepted for purchase, and interest on Notes purchased will cease to accrue    on and after the purchase date. The Trustee will promptly return to Holders    any Notes not accepted for purchase and send to Holders new Notes equal in    principal amount to any unpurchased portion of any Notes accepted for purchase    in part.

(d) The Company will comply with Rule 14e-1    under the Exchange Act and all other applicable laws in making any Offer to    Purchase, and the above procedures will be deemed modified as necessary to    permit such compliance.

(e) The Company will timely repay Debt    or obtain consents as necessary under, or terminate, any agreements or instruments    that would otherwise prohibit an Offer to Purchase required to be made pursuant    to the Indenture.

 Section 3.05 *. Optional Tax Redemption.*The Company    may at its option at any time, upon giving not less than 30 nor more than    60 days' notice to Holders, redeem all (but not less than all) of the Notes    then outstanding, at 100% of the aggregate outstanding principal amount thereof,    together with any Additional Amounts then due and that will become due on    the redemption date as a result of the redemption and accrued and unpaid interest    to the redemption date, if (1) as a result of any change in, or amendment    to, the laws (or any regulations or rulings promulgated thereunder) of the    relevant Tax Jurisdiction, or any change in the official application, administration    or interpretation of such laws, regulations or rulings in the relevant Tax    Jurisdiction, the Company or the relevant Guarantor, as applicable, has or    will become obligated to pay any Additional Amounts on the Notes in excess    of the Additional Amounts the Company would be obligated to pay if payments    made on the Notes were subject to withholding or deduction of Mexican taxes    at a rate of 4.9 percent ("**Excess Additional    Amounts**"), (2) such change or amendment is announced on or after the Issue    Date (or, if the relevant Tax Jurisdiction has changed since the date of the    Indenture, the date on which the then current Tax Jurisdiction became the    applicable Tax Jurisdiction under the Indenture), (3) such obligation would    have arisen absent a further issuance of the Notes pursuant to the Indenture;    and (4) and such obligation cannot be avoided by the Company or the relevant    Guarantor, as applicable, taking reasonable measures available to it (including,    without limitation, changing the jurisdiction from or through which payments    are made); provided, however, that no such notice of redemption shall be given    earlier than 60 days prior to the earliest date on which the Company or the    relevant Guarantor, as applicable, would be obliged to pay such Excess Additional    Amounts. Prior to the giving of any notice of redemption of the Notes pursuant    to the foregoing, the Company will deliver to the Trustee (1) an Officers'    Certificate stating that the conditions precedent to the right of the Company    to so redeem have occurred and that the obligation to pay Excess Additional    Amounts cannot be avoided by the Company by taking commercially reasonable    measures available to it, and (2) a written opinion of independent legal counsel    of recognized standing in the relevant Tax Jurisdiction to the effect that    the Company has become obligated to pay Excess Additional Amounts as a result    of a change or amendment described above.

The foregoing provisions will apply *mutatis mutandis* to any successor Person    to the Company after such successor Person becomes a party to this Indenture.    Notices of redemption hereunder will be given in accordance with the provisions    set forth under Section 3.03 .

 Article 4 Covenants

Section 4.01 *. Payment Of Notes.*(a)  The Company agrees to pay the principal    of and interest on the Notes on the dates and in the manner provided in the    Notes and the Indenture. Not later than 9:00 A.M. (New York City time) on    the due date of any principal of or interest on any Notes, or any redemption    or purchase price of the Notes, the Company will deposit with the Trustee    (or Paying Agent) money in immediately available funds sufficient to pay such    amounts, *provided* that if the Company or any Affiliate of the Company    is acting as Paying Agent, it will, on or before each due date, segregate    and hold in a separate trust fund for the benefit of the Holders a sum of    money sufficient to pay such amounts until paid to such Holders or otherwise    disposed of as provided in the Indenture. In each case the Company will promptly    notify the Trustee in writing of its compliance with this paragraph.

(b) An installment of principal or interest    will be considered paid on the date due if the Trustee (or Paying Agent, other    than the Company or any Affiliate of the Company) holds on that date money    designated for and sufficient to pay the installment. If the Company or any    Affiliate of the Company acts as Paying Agent, an installment of principal    or interest will be considered paid on the due date only if paid to the Holders.

(c) The Company agrees to pay interest    on overdue principal, and overdue installments of interest at the rate per    annum specified in the Notes.

(d) If a Holder of Notes and 2017 Notes    in an aggregate principal amount of $10.0 million or more has given adequate    wire transfer instructions to the Company and the Trustee in writing at least    10 days in advance, the Company will pay all principal, interest, Additional    Amounts and premium, if any, on that Holder's Notes in accordance with those    instructions. All other payments on the Notes will be made at the office or    agency of the Paying Agent within the City and State of New York and of the    Luxembourg Paying Agent within Luxembourg, as the case may be, unless the    Company elects to make interest payments by check mailed to the Noteholders    at their address set forth in the Register of Holders.

 Section 4.02 *. Maintenance of Office or Agency.*The    Company will maintain in the Borough of Manhattan, the City of   New York, an office or agency where Notes may be    surrendered for registration of transfer or exchange or for presentation for    payment and where notices and demands to or upon the Company in respect of    the Notes and the Indenture may be served. The Company hereby initially designates    the Corporate Trust Office of the Trustee as such office of the Company. The Company will give prompt written notice to the Trustee of the location,    and any change in the location, of such office or agency. If at any time    the Company fails to maintain any such required office or agency or fails    to furnish the Trustee with the address thereof, such presentations, surrenders,    notices and demands may be made or served to the Trustee.

The    Company may also from time to time designate one or more other offices or    agencies where the Notes may be surrendered or presented for any of such purposes    and may from time to time rescind such designations. The Company will give    prompt written notice to the Trustee of any such designation or rescission    and of any change in the location of any such other office or agency.

Section 4.03 *. Existence.*The Company will do or cause    to be done all things necessary to preserve and keep in full force and effect    its existence and the existence of each of its Restricted Subsidiaries in    accordance with their respective organizational documents, and the material    rights, licenses and franchises of the Company and each Restricted Subsidiary,    *provided* that the Company is not required to preserve any such right,    license or franchise, or the existence of any Restricted Subsidiary, if the    maintenance or preservation thereof is no longer desirable in the conduct    of the business of the Company and its Restricted Subsidiaries taken as a    whole; and *provided**further* that this Section does not prohibit    any transaction otherwise permitted by Section 4.13 or Article 5 .

Section 4.04 *. Payment of Taxes and other Claims.*The Company    will pay or discharge, and cause each of its Subsidiaries to pay or discharge    before the same become delinquent (i) all material taxes, assessments and    governmental charges levied or imposed upon the Company or any Subsidiary    or its income or profits or property, and (ii) all material lawful claims    for labor, materials and supplies that, if unpaid, might by law become a Lien    upon the property of the Company or any Subsidiary, other than any such tax,    assessment, charge or claim the amount, applicability or validity of which    is being contested in good faith by appropriate proceedings and for which    adequate reserves, if necessary, have been established or where the failure    to effect such payment will not be disadvantageous to Holders.

Section 4.05 . *Limitation    on Debt and Disqualified or Preferred Stock.*(a) The Company

(1) will not, and will not permit any    of its Restricted Subsidiaries to, Incur any Debt; and

(2) will not, and will not permit any    Restricted Subsidiary to, Incur any Disqualified Stock, and will not permit    any of its Restricted Subsidiaries to Incur any Preferred Stock (other than    Disqualified or Preferred Stock of Restricted Subsidiaries held by the Company    or a Substantially Wholly-Owned Restricted Subsidiary, so long as it is so    held);

*provided* that the Company or any    Restricted Subsidiary may Incur Debt and the Company or any Restricted Subsidiary    may Incur Disqualified Stock and the Company or any Restricted Subsidiary    may Incur Preferred Stock if, on the date of the Incurrence, after giving    effect to the Incurrence and the receipt and application of the proceeds therefrom,    the Leverage Ratio is not greater than 3.50 or less than zero.

(b) Notwithstanding the foregoing, the    Company and, to the extent provided below, any Restricted Subsidiary may Incur    the following ("**Permitted Debt**"):

(1) Debt of the Company or any Guarantor    incurred for working capital needs in the ordinary course of business, to    fund capital expenditures or to make interest payments; provided that the    aggregate principal amount at any time outstanding does not exceed $100.0    million, less any amount of such Debt permanently repaid as provided by Section    4.13 , and Guarantees of such Debt by any Guarantor;

(2) Debt of the Company or any Restricted    Subsidiary of the Company so long as such Debt continues to be owed to the    Company or a Restricted Subsidiary and which, if the obligor is the Company    or a Guarantor, is subordinated in right of payment to the notes;

(3) Debt of the Company pursuant to the    Notes (other than Additional Notes) and Debt of any Guarantor pursuant to    a Note Guaranty of the Notes (including Additional Notes);

(4) Debt ("**Permitted Refinancing Debt**") constituting an extension or renewal of, replacement of, or substitution for,    or issued in exchange for, or the net proceeds of which are used to repay,    redeem, repurchase, refinance or refund, including by way of defeasance, (all    of the above, for purposes of this clause, "**refinance**") then outstanding    Debt in an amount not to exceed the principal amount of the Debt so refinanced,    plus premiums, fees and expenses; *provided* that

(A) in case the Debt to be refinanced is    subordinated in right of payment to the Notes, the new Debt, by its terms    or by the terms of any agreement or instrument pursuant to which it is outstanding,    is expressly made subordinate in right of payment to the Notes at least to    the extent that the Debt to be refinanced is subordinated to the Notes, 

(C) the new Debt does not have a Stated    Maturity prior to the Stated Maturity of the Debt to be refinanced, and the    Average Life of the new Debt is at least equal to the remaining Average Life    of the Debt to be refinanced,

(D) in no event may Debt of the Company    or any Guarantor be refinanced pursuant to this clause by means of any Debt    of any Restricted Subsidiary that is not a Guarantor, and

(E) Debt Incurred pursuant to clauses    (1), (2), (5), (6), (11) and (12) may not be refinanced pursuant to this clause;

(5) Hedging Agreements of the Company    or any Restricted Subsidiary entered into in the ordinary course of business    for the purpose of limiting risks associated with the business of the Company    and its Restricted Subsidiaries and not for speculation; 

(6) Debt of the Company or any Restricted    Subsidiary with respect to letters of credit and bankers' acceptances issued    in the ordinary course of business and not supporting Debt, including letters    of credit supporting performance, surety or appeal bonds or indemnification,    adjustment of purchase price or similar obligations incurred in connection    with the acquisition or disposition of any business or assets, including but    not limited to any such amounts outstanding from time to time under the Bank    of America Credit Facility;

(7) Acquired Debt, *provided* that    after giving effect to the Incurrence thereof, the Company could Incur at    least $1.00 of Debt under the Leverage Ratio test set forth in the first sentence    of this covenant;

(8) Debt of the Company or any Restricted    Subsidiary outstanding on the Issue Date, including the 2013 Notes, (and,    for purposes of clause (4) (D), not otherwise constituting Permitted Debt);

(9) Debt of the Company or any Restricted    Subsidiary, which may include Capital Leases, Incurred on or after the Issue    Date for the purpose of financing all or any part of the purchase price or    cost of construction or improvement of property, provided that the principal    amount of any Debt Incurred pursuant to this clause may not exceed (a) $25.0    million less (b) the aggregate outstanding amount of Permitted Refinancing    Debt Incurred to refinance Debt Incurred pursuant to this clause;

(10) Debt of the Company pursuant to any    Permitted Receivables Financing;

(11) Debt of the Company or any Guarantor    consisting of Guarantees of Debt of the Company or any Restricted Subsidiary    Incurred under any other clause of this covenant; and

(12) Debt of the Company or any Restricted    Subsidiary Incurred on or after the Issue Date not otherwise permitted in    an aggregate principal amount at any time outstanding not to exceed $25.0    million.

For purposes of determining compliance with this    Section 4.05 , (A) in the event that an item of Debt meets the criteria of    more than one of the types of Debt described above, the Company, in its sole    discretion, shall classify such item of Debt and only be required to include    the amount and type of such Debt in one of such clauses, although the Company    may divide and classify an item of Debt in one or more of the types of Debt    and may later re-divide or reclassify all or a portion of such item of Debt    in any manner that complies with Section 4.05 and (B) the amount of Debt issued    at a price that is less than the principal amount thereof shall be equal to    the amount of the liability in respect thereof determined in conformity with    Mexican GAAP.

Section 4.06 *. Limitation on Restricted Payments.*(a)    The Company will not, and will not permit any Restricted Subsidiary to, directly    or indirectly (the payments and other actions described in the following clauses    being collectively "**Restricted Payments**"):

(i) declare or pay any dividend or make    any distribution on its Equity Interests held by Persons other than the Company    or any of its Wholly Owned Restricted Subsidiaries (other than (x) dividends    or distributions paid solely in the Company's Qualified Equity Interests or    (y) dividends or distributions by a Restricted Subsidiary on shares of its    Common Stock that are paid *pro rata* to all holders of such Common    Stock or, if such Restricted Subsidiary has more than one class of Capital    Stock, any dividend or distribution by such Restricted Subsidiary on all shares    of its Capital Stock that is paid *pro    rata* to all holders of such Capital Stock in proportion to such holders'    equity interest in such Restricted Subsidiary);

(ii) purchase, redeem, retire or otherwise    acquire for value any Equity Interests of the Company held by Persons other    than the Company or any of its Wholly Owned Restricted Subsidiaries;

(iii) repay, redeem, repurchase, defease,    retire or otherwise acquire for value, or make any payment on or with respect    to, any Subordinated Debt (other than for value payable solely in Subordinated    Debt that constitutes Permitted Refinancing Debt or in shares of Capital Stock    of the Company (other than Disqualified Stock or Preferred Stock)) except    a payment of interest or principal at Stated Maturity and except as contemplated    by Section 4.13 ; or

(iv) make any Investment other than a Permitted    Investment;

unless, at the time of, and after giving    effect to, the proposed Restricted Payment:

(1) no Default has occurred and is continuing,

(2) the Company could Incur at least $1.00    of Debt under the Leverage Ratio test set forth in the first sentence of Section    4.05 , and

(3) the aggregate amount expended for    all Restricted Payments made on or after the Issue Date would not, subject    to paragraph (c), exceed the sum of

(A) 50% of the aggregate amount of the    Consolidated Net Income (or, if the Consolidated Net Income is a loss, *minus*    100% of the amount of the loss) accrued on a cumulative basis during the period,    taken as one accounting period, beginning on January 1, 2007 and ending on    the last day of the Company's most recently completed fiscal quarter for which    internal financial statements are available, *plus*

(B) subject to paragraph (c), the aggregate    net cash proceeds received by the Company (other than from a Subsidiary) after    the Issue Date from 

(i) the issuance and sale of its Qualified    Equity Interests, including by way of issuance of its Disqualified Equity    Interests or Debt to the extent since converted into Qualified Equity Interests    of the Company, or

(ii) a contribution by a Person other    than a Restricted Subsidiary to the equity capital of the Company not representing    an interest in Disqualified Stock, *plus*

(C) the cash return, after the Issue Date,    on any other Investment made after the Issue Date pursuant to this paragraph (a), as a result of any sale for cash, repayment, redemption, liquidating    distribution or other cash realization (not included in Consolidated Net Income),    not to exceed the amount of such Investment so made; plus

(D) to the extent not included in clause    (A) above, an amount equal to the net reduction in Investments in Unrestricted    Subsidiaries resulting from payments of interest on Debt, dividends, repayments    of loans or advances, or other transfers of assets, in each case to the Company    or any Restricted Subsidiary from Unrestricted Subsidiaries, or from any revocation    of the designation of an Unrestricted Subsidiary (valued in each case as provided    in the definition of "Investments"), not to exceed, in the case of any Unrestricted    Subsidiary, the amount of Investments previously made by the Company and any    Restricted Subsidiary in such Unrestricted Subsidiary included as a Restricted    Payment pursuant to this clause (3).

The amount expended in any Restricted Payment,    if other than in cash, will be deemed to be the fair market value of the relevant    non-cash assets, as determined in good faith by the Board of Directors, whose    determination will be conclusive and evidenced by a Board Resolution.

(b) The foregoing will not prohibit:

(1) cash dividends on the Company's Capital    Stock and repurchases of the Company's Equity Interests in an amount not to    exceed (together with all other cash dividends of the Company and repurchases    of the Company's Equity Interests in the same fiscal year of the Company)    $15.0 million in the aggregate in any fiscal year of the Company;

(2) the payment of any dividend within    90 days after the date of declaration thereof if, at the date of declaration,    such payment would comply with paragraph (a); 

(3) dividends or distributions by a Restricted    Subsidiary payable, on a pro rata basis or on a basis more favorable to the    Company, to all holders of any class of Capital Stock of such Restricted Subsidiary    a majority of which is held, directly or indirectly through Restricted Subsidiaries,    by the Company;

(4) the repayment, redemption, repurchase,    defeasance or other acquisition or retirement for value of Subordinated Debt    with the proceeds of, or in exchange for, Permitted Refinancing Debt; 

(5) the purchase, redemption or other    acquisition or retirement for value of Equity Interests of the Company or    any Restricted Subsidiary in exchange for, or out of the proceeds of a substantially    concurrent offering of, Qualified Equity Interests of the Company or of a    cash contribution to the common equity of the Company; 

(6) the repayment, redemption, repurchase,    defeasance or other acquisition or retirement of Subordinated Debt of the    Company in exchange for, or out of the proceeds of, a substantially concurrent    offering of, Qualified Equity Interests of the Company;

(7) any Investment made in exchange for,    or out of the net cash proceeds of, a substantially concurrent offering of    Qualified Equity Interests of the Company;

(8) the purchase, redemption or other    acquisition or retirement for value of Equity Interests of the Company held    by officers, directors or employees or former officers, directors or employees    (or their estates or beneficiaries under their estates), upon death, disability,    retirement, severance or termination of employment or pursuant to any agreement    under which the Equity Interests were issued; *provided* that the aggregate    cash consideration paid therefor after the Issue Date does not exceed an aggregate    amount of $5.0 million;

(9) the payment of cash dividends (without    duplication) on any Disqualified Stock of the Company or a Restricted Subsidiary    or Preferred Stock of a Restricted Subsidiary Incurred after the Issue Date    in compliance with Section 4.05 ; and

(10) the repurchase of any Subordinated    Debt at a purchase price not greater than 101% of the principal amount thereof    in the event of (x) a change of control pursuant to a provision no more favorable    to the holders thereof than the provisions of Section 4.12 or (y) an Asset    Sale pursuant to a provision no more favorable to the holders thereof than    the provisions of Section 4.13 ;

*provided* that, in the case of    clauses (6), (7) and (8) no Default has occurred and is continuing or would    occur as a result thereof.

(c) Proceeds of the issuance of Qualified    Equity Interests will be included under clause (3) of paragraph (a) only to    the extent they are not applied as described in clause (5), (6) or (7) of    paragraph (b). Restricted Payments permitted pursuant to clause (3), (4),    (5), (6) or (7) of paragraph (b) will not be included in making the calculations    under clause (3) of paragraph (a).

(d) Not later than the date of making any    Restricted Payment, the Company will deliver to the Trustee an Officers' Certificate    stating that the Restricted Payment is permitted and setting forth the basis    upon which the calculations required by the covenant were calculated.

Section 4.07 *. Limitation on Liens.*The Company will    not, and will not permit any Restricted Subsidiary to, directly or indirectly,    incur or permit to exist any Lien of any nature whatsoever on any of its properties    or assets, whether owned at the Issue Date or thereafter acquired, other than    Permitted Liens, without effectively providing that the Notes are secured    equally and ratably with (or, if the obligation to be secured by the Lien    is subordinated in right of payment to the Notes or any Note Guaranty, prior    to) the obligations so secured for so long as such obligations are so secured.

Section 4.08 *. Limitation on Sale and Leaseback Transactions.*The Company will not, and will not permit any Restricted Subsidiary to,    enter into any  Sale and Leaseback    Transaction with respect to any property or asset unless 

(1) the Company or the Restricted Subsidiary    would be entitled to 

(A) Incur Debt in an amount equal to the    Attributable Debt with respect to such Sale and Leaseback Transaction pursuant    to Section 4.05 , and 

(B) create a Lien on such property or asset    securing such Attributable Debt without equally and ratably securing the Notes    pursuant to Section 4.07 , 

in which case, the corresponding Debt and    Lien will be deemed incurred pursuant to those provisions, and

(2) the Company complies with Section    4.13 .

Section 4.09 *. Limitation on Dividend and other Payment    Restrictions Affecting Restricted Subsidiaries.*(a) Except as provided    in paragraph (b), the Company will not, and will not permit any Restricted    Subsidiary to, create or otherwise cause or permit to exist or become effective    any consensual encumbrance or restriction of any kind on the ability of any    Restricted Subsidiary to

(1) pay dividends or make any other distributions    on any Equity Interests of the Restricted Subsidiary owned by the Company    or any other Restricted Subsidiary, 

(2) pay any Debt or other obligation owed    to the Company or any other Restricted Subsidiary, 

(3) make loans or advances to the Company    or any other Restricted Subsidiary, or 

(4) transfer any of its property or assets    to the Company or any other Restricted Subsidiary.

(b) The provisions of paragraph (a) do    not apply to any encumbrances or restrictions 

(1) existing on the Issue Date in the    Indentures or any other agreements in effect on the Issue Date, and any extensions,    renewals, replacements or refinancings of any of the foregoing; *provided*    the encumbrances and restrictions in the extension, renewal, replacement or    refinancing are, taken as a whole, no less favorable in any material respect    to the Noteholders than the encumbrances or restrictions being extended, renewed,    replaced or refinanced; 

(2) existing under or by reason of applicable    law;

(3) existing 

(A) with respect to any Person, or to the    property or assets of any Person, at the time the Person is acquired by the    Company or any Restricted Subsidiary, or 

(B) with respect to any Unrestricted Subsidiary    at the time it is designated or is deemed to become a Restricted Subsidiary,

which encumbrances or restrictions (i)    are not applicable to any other Person or the property or assets of any other    Person and (ii) were not put in place in anticipation of such event, and any    extensions, renewals, replacements or refinancings of any of the foregoing,    *provided* the encumbrances and restrictions in the extension, renewal,    replacement or refinancing are, taken as a whole, no less favorable in any    material respect to the Noteholders than the encumbrances or restrictions    being extended, renewed, replaced or refinanced;

(4) of the type described in clause (a)(4)    arising or agreed to in the ordinary course of business (i) that restrict    in a customary manner the subletting, assignment or transfer of any property    or asset that is subject to a lease or license, (ii) by virtue of any Lien    on, or agreement to transfer, option or similar right with respect to any    property or assets of, the Company or any Restricted Subsidiary or (iii) not    relating to any Debt;

(5) with respect to a Restricted Subsidiary    and imposed pursuant to an agreement that has been entered into for the sale    or disposition of all or substantially all of the Capital Stock of, or property    and assets of, the Restricted Subsidiary that is permitted by Section 4.10    and Section 4.13 ;

(6) customary restrictions with respect    to a Finance Subsidiary, pursuant to the terms of the related financing by    the Finance Subsidiary; 

(7) contained in the terms governing any    Debt if (as determined in good faith by the Board of Directors) (i) the encumbrances    or restrictions are ordinary and customary for a financing of that type and    (ii) the encumbrances or restrictions either (x) would not, at the time agreed    to, be expected to materially adversely affect the ability of the Company    to make payments on the Notes or (y) in the case of any Permitted Refinancing    Debt, are, taken as a whole, no less favorable in any material respect to    the Noteholders than those contained in the agreements governing the Debt    being refinanced; 

(8) customary provisions in joint venture    agreements and other similar agreements entered into in the ordinary course    of business; 

(9) restrictions on cash or other deposits    or net worth imposed by customers under contracts entered into in the ordinary    course of business; or

(10) required pursuant to the Indentures.

Section 4.10 *. Limitation on  Sale or Issuance of Equity Interests of Restricted Subsidiaries.*The    Company will not, and will not permit any Restricted Subsidiary to, directly    or indirectly, sell or issue any Equity Interests of a Restricted Subsidiary    unless

(1) the sale or issuance is to the Company    or a Substantially Wholly Owned Restricted Subsidiary, 

(2) the sale or issuance is of Capital    Stock representing directors' qualifying shares or Capital Stock required    by applicable law to be held by a Person other than the Company or a Restricted    Subsidiary, 

(3) the sale or issuance is an Incurrence    of Disqualified or Preferred Stock of a Restricted Subsidiary permitted by    Section 4.05 , or

(4) (i) if, after giving effect to the    sale or issuance, the Restricted Subsidiary would no longer be a Restricted    Subsidiary, all remaining Investments of the Company and the Restricted Subsidiaries    in such Person (valued at an amount equal to the Company's remaining proportional    share of the fair market value of such Person's assets less liabilities),    if deemed made at that time, would be permitted under Section 4.06 and (ii)    the Company complies with Section 4.13 with respect to the sale or issuance.

Section 4.11 *. Guaranties by Restricted Subsidiaries.*If after the Issue Date the Company or any of its Wholly Owned Restricted    Subsidiaries acquires or creates a Subsidiary that is a Wholly Owned Restricted    Subsidiary after giving effect to such transaction (other than a Finance Subsidiary),    the Company must cause the new Wholly Owned Restricted Subsidiary to provide    a Note Guaranty.

A Restricted Subsidiary required to provide a    Note Guaranty shall execute a supplemental indenture in the form of Exhibit B,    and deliver an Opinion of Counsel to the Trustee to the effect that the supplemental    indenture has been duly authorized, executed and delivered by the Restricted    Subsidiary and constitutes a valid and binding obligation of the Restricted    Subsidiary, enforceable against the Restricted Subsidiary in accordance with    its terms (subject to customary exceptions).

Section 4.12 *. Repurchase of Notes Upon a Change of  Control.*(a) Not later than 30 days following a Change of Control, the Company    will make an Offer to Purchase all outstanding Notes at a purchase price equal    to 101% of the principal amount plus accrued interest to the date of purchase.

Section 4.13 *. Limitation on Asset Sales.*(a)The Company    will not, and will not permit any Restricted Subsidiary to, make any Asset    Sale unless the following conditions are met:

(1) The Asset Sale is for fair market    value, as determined in good faith by either the Board of Directors or the    finance committee (or its successor committee) of the Board of Directors.

(2) At least 75% of the consideration    consists of (A) cash or Cash Equivalents received at closing, (B) property    or assets (other than Capital Stock) to be owned by and used in the business    of the Company or any Restricted Subsidiary of a nature or type used in a    business similar or related to the business of the Company and its Restricted    Subsidiaries on the date of such Asset Sale or (C) Capital Stock in one or    more Persons principally engaged in a Permitted Business which thereby become    Restricted Subsidiaries. (For purposes of this clause (2), the assumption    by the purchaser of Debt or other obligations (other than Subordinated Debt)    of the Company or a Restricted Subsidiary pursuant to a customary novation    agreement, and instruments or securities received from the purchaser that    are promptly, but in any event within 30 days of the closing, converted by    the Company to cash, to the extent of the cash actually so received, shall    be considered cash received at closing.)

(3) Within 360 days after the receipt    of any Net Cash Proceeds from an Asset Sale, the Net Cash Proceeds may be    used 

(A) to permanently repay Debt other than    Subordinated Debt of the Company or a Guarantor or any Debt of a Restricted    Subsidiary that is not a Guarantor (and in the case of a revolving credit,    permanently reduce the commitment thereunder by such amount), in each case    owing to a Person other than the Company or any Restricted Subsidiary, or

(B) to acquire all or substantially all    of the assets of a Permitted Business, to purchase equity interests in a Restricted    Subsidiary from a third party, or to acquire a majority of the Voting Stock    of another Person that thereupon becomes a Restricted Subsidiary engaged in    a Permitted Business, or to make capital expenditures or otherwise acquire    long-term assets that are to be used in a Permitted Business.

(4) The Net Cash Proceeds of an Asset    Sale not applied pursuant to clause (3) within 360 days of the Asset Sale    constitute "**Excess Proceeds**". Excess    Proceeds of less than $10.0 million will be carried forward and accumulated.    When accumulated Excess Proceeds equals or exceeds $10.0 million, the Company    must, within 30 days, make an Offer to Purchase notes having a principal amount    equal to

(A) accumulated Excess Proceeds, multiplied    by 

(B) a fraction (x) the numerator of which    is equal to the outstanding principal amount of the Notes and (y) the denominator    of which is equal to the outstanding principal amount of the Notes and all    *pari passu* Debt similarly required to be repaid, redeemed or tendered    for in connection with the Asset Sale,

rounded down to the nearest $1,000. The    purchase price for the Notes will be 100% of the principal amount plus accrued    interest to the date of purchase. Upon completion of the Offer to Purchase,    Excess Proceeds will be reset at zero.

Section 4.14 *. Limitation on Transactions with Shareholders    and Affiliates.*(a) The Company will not, and will not permit any Restricted    Subsidiary to, directly or indirectly, enter into, renew or extend any transaction    or arrangement including the purchase, sale, lease or exchange of property    or assets, or the rendering of any service with (x) any holder, or any Affiliate    of any holder, of 5% or more of any class of Voting Stock of the Company or    (y) any Affiliate of the Company or any Restricted Subsidiary (a "**Related Party Transaction**"), except upon    fair and reasonable terms that when taken as a whole are no less favorable    to the Company or the Restricted Subsidiary than could be obtained at that    time in a comparable arm's-length transaction with a Person that is not an    Affiliate of the Company.

(b) After the Issue Date, any Related Party    Transaction or series of Related Party Transactions with an aggregate value    in excess of $5.0 million must first be approved by a majority of the Board    of Directors who are disinterested in the subject matter of the transaction    pursuant to a Board Resolution delivered to the Trustee. Prior to entering    into any Related Party Transaction or series of Related Party Transactions    after the Issue Date with an aggregate value in excess of $10.0 million, the    Company must in addition obtain and deliver to the Trustee a favorable written    opinion from an Independent Financial Advisor as to the fairness of the transaction    to the Company and its Restricted Subsidiaries from a financial point of view

(c) The foregoing paragraphs do not apply    to

(1) the payment of reasonable and customary    regular fees to directors of the Company;

(2) any Restricted Payments not prohibited    by Section 4.06 ; 

(3) transactions solely among or between    Guarantors or solely among or between the Company and a Guarantor; 

(4) reasonable fees and compensation paid    to, and any indemnity provided on behalf of, officers, directors, employees,    consultants or agents of the Company or any Restricted Subsidiary as determined    in good faith by the Board of Directors, including contributions to a pension    trust for employees of the Company and its Restricted Subsidiaries and the    acquisition in the open market, and contribution of, Capital Stock of the    Company to a stock option trust for employees of the Company and its Restricted    Subsidiaries; 

(5) transactions, including Related Party    Transactions, undertaken pursuant to any contractual obligations or rights    in existence on the Issue Date (as in effect on the Issue Date or as amended,    modified or replaced from time to time so long as the amended, modified or    new obligations or rights, taken as a whole, are no less favorable to the    Company or any Restricted Subsidiary and any of their Subsidiaries than those    in effect on the Issue Date); 

(6) transactions entered into as part of    a financing effected by a Finance Subsidiary; and 

(7) loans and advances to officers, directors    and employees of the Company or any Restricted Subsidiary for travel, entertainment,    moving and other relocation expenses, in each case made in the ordinary course    of business and in an aggregate principal amount at any time not exceeding    $2.0 million. 

Section 4.15 *. Line of Business.*The Company will not, and will not permit any of its    Restricted Subsidiaries, to engage in any business other than a Permitted    Business, except to an extent that so doing would not be material to the Company    and its Restricted Subsidiaries, taken as a whole.

 Section 4.16    *. Limitation on Accounts Receivables Facilities.*The Company and its Restricted Subsidiaries may sell, transfer or otherwise    dispose of accounts receivable; provided that:

(1) the sale, transfer or other disposition    is in connection with a Permitted Receivables Financing; and

(2) the aggregate consideration received    in each such sale, transfer or other disposition is at least equal to the    fair market value of the receivables sold less customary discounts, reserves    or amounts reflecting the implicit interest rate.

Section 4.17 *. Designation of Restricted and Unrestricted    Subsidiaries.*(a) The Board of Directors may designate any Subsidiary,    including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary    if it meets the following qualifications and the designation would not cause    a Default.

(1) (A) The Subsidiary does not own any    Disqualified Stock of the Company or Disqualified or Preferred Stock of a    Restricted Subsidiary or hold any Debt of, or any Lien on any property of,    the Company or any Restricted Subsidiary, if such Disqualified or Preferred    Stock or Debt could not be Incurred under Section 4.05 or such Lien would    violate Section 4.07 ; and

(B) the Subsidiary does not own any Voting    Stock of a Restricted Subsidiary, and all of its Subsidiaries are Unrestricted    Subsidiaries.

(2) At the time of designation, the designation    would be permitted under Section 4.06 .

(3) To the extent the Debt of the Subsidiary    is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Company or any Restricted Subsidiary is permitted under Section 4.05 and    Section 4.06 .

(4) The Subsidiary is not party to any    transaction or arrangement with the Company or any Restricted Subsidiary that    would not be permitted under Section 4.14 .

(5) Neither the Company nor any Restricted    Subsidiary has any obligation to subscribe for additional Equity Interests    of the Subsidiary or to maintain or preserve its financial condition or cause    it to achieve specified levels of operating results except to the extent permitted    by Section 4.05 and Section 4.06.

Once so designated the Subsidiary will    remain an Unrestricted Subsidiary, subject to paragraph (b).

(b) (1) A Subsidiary previously designated    an Unrestricted Subsidiary which at any time fails to meet the qualifications    set forth in paragraph (a) will be deemed to become at that time a Restricted    Subsidiary, subject to the consequences set forth in paragraph (d).

(2) The Board of Directors may designate    an Unrestricted Subsidiary to be a Restricted Subsidiary if the designation    would not cause a Default.

(c) Upon a Restricted Subsidiary becoming    an Unrestricted Subsidiary,

(1) all existing Investments of the Company    and the Restricted Subsidiaries therein (valued at the Company's proportional    share of the fair market value of its assets less liabilities) will be deemed    made at that time;

(2) all existing Capital Stock or Debt    of the Company or a Restricted Subsidiary held by it will be deemed Incurred    at that time, and all Liens on property of the Company or a Restricted Subsidiary    held by it will be deemed incurred at that time;

(3) all existing transactions between    it and the Company or any Restricted Subsidiary will be deemed entered into    at that time;

(4) it is released at that time from its    Note Guaranty, if any; and

(5) it will cease to be subject to the    provisions of the Indenture as a Restricted Subsidiary.

(d) Upon an Unrestricted Subsidiary becoming,    or being deemed to become, a Restricted Subsidiary, 

(1) all of its Debt and Disqualified or    Preferred Stock will be deemed Incurred at that time for purposes of Section    4.05 , but will not be considered the sale or issuance of Equity Interests    for purposes of Section 4.10 or Section 4.13 ; 

(2) Investments therein previously charged    under Section 4.06 will be credited thereunder;

(3) it may be required to issue a Note    Guaranty of the Notes pursuant to Section 4.11 ; and

(4) it will thenceforward be subject to    the provisions of the Indenture as a Restricted Subsidiary.

(e) Any designation by the Board of Directors    of a Subsidiary as a Restricted Subsidiary or Unrestricted Subsidiary will    be evidenced to the Trustee by promptly filing with the Trustee a copy of    the Board Resolution giving effect to the designation and an Officers' Certificate    certifying that the designation complied with the foregoing provisions.

Section 4.18 *. Anti-Layering.*Neither the Company nor any Guarantor may Incur any Debt    that is subordinate in right of payment to other Debt of the Company or the    Guarantor unless such Debt is also subordinate in right of payment to the    Notes or the relevant Note Guaranty on substantially identical terms. This    does not apply to distinctions between categories of Debt that exist by reason    of any Liens or Guarantees securing or in favor of some but not all of such    Debt.

Section 4.19 *.    Financial Reports.*(a)  Whether    or not the Company is subject to the reporting requirements of Section 13    or 15(d) of the Exchange Act, the Company must provide the Trustee and Noteholders    within the time periods specified in those sections with 

(1) all quarterly and annual financial    information that would be required to be contained in a filing with the Commission    on Form 20-F (or any successor form) if the Company were required to file    such forms, including a "Management's Discussion and Analysis of Financial    Condition and Results of Operations" and an audit report thereon by the Company's    certified independent accountants, and

(2) unaudited quarterly financial information    (which shall include at least a balance sheet, income statement and cash flow    statement in each case prepared in accordance with Mexican GAAP) along with    other financial information and a discussion of results in each case with    at least the level of information provided by the Company in its Form 6-K    for the third quarter of 2006, within 45 days after the end of each of the    first three fiscal quarters of each fiscal year

In addition, whether or not required by the Commission,    the Company will, after the effectiveness of an exchange offer registration    statement or shelf registration statement if the Commission will accept the    filing, file a copy of all of the information and reports referred to in clauses    (1) and (2) with the Commission for public availability within the time periods    specified in the Commission's rules and regulations. 

(b) For so long as any of the notes remain    outstanding and constitute "restricted securities" under Rule 144, the Company    will furnish to the Holders of the Notes and prospective investors, upon their    request, the information required to be delivered pursuant to Rule 144A(d)(4)    under the Securities Act.

(c) All obligors on the Notes will comply    with Section 314(a) of the Trust Indenture Act.

(d) Delivery of these reports and information    to the Trustee is for informational purposes only and the Trustee's receipt    of them will not constitute constructive notice of any information contained    therein or determinable from information contained therein, including the    Company's compliance with any of its covenants hereunder (as to which the    Trustee is entitled to rely exclusively on Officers' Certificates).

Section 4.20 *. Reports to Trustee.*(a)  The Company will deliver to the Trustee    within 120 days after the end of each fiscal year an Officer's Certificate    stating that the Company has fulfilled its obligations hereunder or, if there    has been a Default, specifying the Default and its nature and status.

(b) The Company will deliver to the Trustee,    as soon as possible and in any event within 30 days after the Company becomes    aware or should reasonably become aware of the occurrence of a Default, an    Officers' Certificate setting forth the details of the Default, and the action    which the Company proposes to take with respect thereto.

(c) The Company will notify the Trustee    in writing when any Notes are listed on any national securities exchange and    of any delisting.

 Section 4.21 . *Listing*. The Company will use its best efforts to obtain and maintain    listing of the Notes on the Official List of the Luxembourg Stock Exchange    and to trade the Notes on the Euro MTF, the alternative market of the Luxembourg    Stock Exchange; *provided, however*, that if the Company is unable to list the Notes    on the Official List of the Luxembourg Stock Exchange and/or the Notes do    not trade on the Euro MTF, or if the Company is unable to maintain such listing    and trading, it will, prior to the delisting of the Notes, use its commercially    reasonable efforts to obtain and maintain a listing of the Notes on another    internationally recognized stock exchange. In the event that a Restricted    Subsidiary provides a Guarantee or is released from its obligations under    a Guarantee at a time when the Notes are listed on the Official List of the    Luxembourg Stock Exchange and trading on the Euro MTF, the Company will, to    the extent required by the rules of the Luxembourg Stock Exchange, publish    notice of the granting or release of such Guarantee in a daily newspaper with    general circulation in Luxembourg (which newspaper is expected to be *d'Wort*), send a copy of such notice to    the Luxembourg Stock Exchange and, in the case of the grant of a Guarantee    by a new Restricted Subsidiary, deposit a copy of such Guarantee with the    Luxembourg Stock Exchange and the Luxembourg Paying Agent.

 Section 4.22 . *Additional Amounts*. All payments under or in respect of the Notes    or any Note Guaranty shall be made free and clear of, and without withholding    or deduction for or on account of, any present or future taxes, duties, levies,    imposts, assessments or governmental charges (including penalties, interest    and additions related thereto) (collectively, "**Taxes**") of whatever nature imposed, levied, collected, withheld or assessed of any    Tax Jurisdiction unless such withholding or deduction is required by law.    In the event of any such withholding or deduction imposed or levied by a Tax    Jurisdiction is required to be made from any payments under or with respect    to the Notes or any Note Guaranty, the Company or the relevant Guarantor,    as applicable, shall pay to Holders of the Notes such additional amounts ("**Additional Amounts**") as will result in    the net payment to such Holder (including Additional Amounts) of the amount    that would otherwise have been receivable by such Holder in the absence of    such withholding or deduction, except that no such Additional Amounts shall    be payable with respect to:

(a) any Taxes that would not have been    so withheld or deducted but for the Holder or beneficial owner of the Notes    having a present or former connection to the relevant Tax Jurisdiction (including    having a permanent establishment in such Tax Jurisdiction, being a citizen    or resident or national of, incorporated in or carrying on a business, in    the relevant Tax Jurisdiction in which such Taxes are imposed) other than    the mere receipt of payments in respect of the Notes or any Note Guaranty,    the mere holding or ownership of such Note or beneficial interest in the Note    or the exercise of any rights under the Notes, any Note Guaranty, this Indenture    or the Registration Rights Agreement;

(b) where presentation is required for    payment on a Note, any Taxes that would not have been so withheld or deducted    if the Note had been presented for payment within 30 days after the Relevant    Date, except to the extent that the Holder would have been entitled to Additional    Amounts had the Note been presented on any day during such 30 day period and    there were no additional withholdings or deductions as a result of such late    presentment;

(c) any Taxes that would not have been    so withheld or deducted but for the failure by the Holder or the beneficial    owner of the Note or any payment in respect of such Note, after written request    made to that Holder or beneficial owner at least 30 days before any such withholding    or deduction would be payable, by the Company or the relevant Guarantor, as    applicable, to comply with any certification, identification, information,    documentation or other similar reporting requirement concerning its nationality,    residence, identity or connection with the relevant Tax Jurisdiction, which    is required or imposed by a statute, regulation or administrative practice    of the relevant Taxing Jurisdiction as a precondition to exemption from all    or part of such Taxes;

(d) any estate, inheritance, gift, sales,    transfer, personal property or similar Taxes imposed with respect to any Note;

(e) any Taxes payable other than by withholding    or deduction;

(f) any withholding or deduction imposed    on a payment to an individual that is required to be made pursuant to the    European Union Directive on the taxation of savings income (the "**Directive**") implementing the conclusions of the European Counsel of Economic and Finance    Ministers (ECOFIN) meeting on June 3, 2003, or any law implementing or complying    with, or introduced in order to conform to, such Directive;

(g) any Taxes imposed in connection with    a Note presented for payment by or on behalf of a Holder or beneficial owner    thereof who would have been able to avoid such tax by presenting the relevant    Note to another paying agent; 

(h) any payment on a Note or a Note Guaranty    to a Holder that is a fiduciary or partnership or a person other than the    sole beneficial owner of any such payment, to the extent that a beneficiary    or settlor with respect to such fiduciary, a member of such a partnership    or the beneficial owner of the payment would not have been entitled to the    Additional Amounts had the beneficiary, settlor, member or beneficial owner    been the Holder of the Note or Note Guaranty; or

(i) any combination of (a) through (h)    above.

Notwithstanding the foregoing, the limitations    on the Company's or relevant Guarantor's obligation to pay Additional Amounts    set forth in clauses (c) and (h) above shall not apply if (i) the provision    of information, documentation or other evidence described in such clauses    (c) and (h) would be materially more onerous, in form, in procedure or in    the substance of information disclosed, to a Holder or beneficial owner of    a Note (taking into account any relevant differences between U.S. and Mexican    law rules, regulations or administrative practice) than comparable information    or other reporting requirements imposed under U.S. tax law, regulation and    administrative practice (such as IRS Forms W-8BEN and W-9) or (ii) Rule 3.23.8    issued by the Ministry of Finance and Public Credit on April 28, 2006 or a    substantially similar successor of such rule is in effect, unless the provision    of the information, documentation or other evidence described in clauses (c)    and (h) is expressly required by statute, regulation, rule, ruling or administrative    practice in order to apply Rule 3.23.8 (or a substantially similar successor    of such rule), the Company cannot obtain such information, documentation or    other evidence on its own through reasonable diligence and the Company otherwise    would meet the requirements for application of Rule 3.23.8 (or such successor    of such rule). In addition, such clauses (c) and (d) shall not be construed    to require that a non-Mexican pension or retirement fund or a non-Mexican    financial institution or another Holder register with the Ministry of Finance    and Public Credit for the purpose of establishing eligibility for an exemption    from or reduction of Mexican withholding tax or to require that a Holder or    beneficial owner certify or provide information concerning whether it is or    is not a tax-exempt pension or retirement fund.

If the Directive imposes taxes upon Notes presented    for payment, the Company or relevant Guarantor will use commercially reasonable    efforts to maintain a Paying Agent with a specified office in a Member State    of the European Union that will not be obligated to withhold or deduct tax    pursuant to the Directive or any law implementing or complying with, or introduced    in order to conform to, the Directive.

References to principal, interest or any other    amount payable on or in respect of any Note shall be deemed also to refer    to any Additional Amounts which may be payable as set forth in this Indenture    or in the Notes to the extent that Additional Amounts are, were or would be    payable in respect thereof.

At least 10 Business Days prior to the first Interest    Payment Date (and at least 10 Business Days prior to each succeeding Interest    Payment Date if there has been any change with respect to the matters set    forth in the below mentioned Officers' Certificate), the Company or the relevant    Guarantor, as applicable, will furnish to the Trustee and the Paying Agent    an Officers' Certificate instructing the Trustee and the Paying Agent whether    payments of principal of or interest on the Notes due on such Interest Payment    Date shall be without deduction or withholding for or on account of any Taxes    by the Tax Jurisdictions. If any such deduction or withholding shall be required,    at least 20 days prior to such Interest Payment Date (unless the obligation    to pay Additional Amounts arises after the 20th day prior to the payment date,    in which case the Company or the relevant Guarantor shall notify the Trustee    and the Paying Agent in writing promptly thereafter), the Company, or the    relevant Guarantor, as applicable, will furnish the Trustee and the Paying    Agent with an Officers' Certificate that specifies the amount, if any, required    to be withheld on such payment to Holders of the Notes. If the Company or    any Guarantor is obligated to pay Additional Amounts with respect to such    payment, the Officers' Certificate must also set forth any other information    reasonably necessary to enable the Paying Agent to pay Additional Amounts    to the Holders on the relevant payment date. For these purposes, any Officers'    Certificate required by this Indenture to be provided to the Trustee and the    Paying Agent shall be deemed to be duly provided if telecopied to the Trustee    and such Paying Agent. 

Each of the Company and the Guarantors, jointly    and severally, agree to indemnify the Trustee and the Paying Agent for, and    to hold each harmless against, any loss, liability or expense reasonably incurred    without bad faith on its part arising out of or in connection with actions    taken or omitted by it in reliance on any Officer's Certificate furnished    pursuant to this Section 4.22 or any failure to furnish such a certificate.

The Company or the relevant Guarantor, as applicable,    will make all withholdings and deductions required by law and will remit the    full amount deducted or withheld to the relevant tax authority in accordance    with applicable law. The Company or the relevant Guarantor, as applicable,    will obtain official receipts from each tax authority evidencing the payment    of any Taxes so deducted or withheld, or, if such receipts are not obtainable,    such other documentation reasonably acceptable to the Trustee. The Company,    or the relevant Guarantor, as applicable, shall furnish to the Trustee the    official receipts (or a certified copy of the official receipts or other such    documentation, as applicable) evidencing payment of Taxes. The Company or    the relevant Guarantor, as applicable, will attach to each certified copy    or other such documentation, as applicable, a certificate stating (x) that    the amount of such Tax evidenced by the certified copy was paid in connection    with payments under or with respect to the Notes then outstanding upon which    such Taxes were due and (y) the amount of such withholding tax paid per $1,000    of principal amount of the Notes. Copies of such receipts or other such documentation,    as applicable, shall be made available to Holders of the Notes upon request.

The Company and the relevant Guarantor, as applicable,    shall promptly pay when due, and indemnify the Holder for, any present or    future stamp, issue, registration, court and/or documentary taxes, and/or    any other excise taxes, similar charges or similar levies imposed by the Tax    Jurisdictions on the execution, delivery, registration or enforcement of any    of the Notes, this Indenture, any Note Guaranty or any other document or instrument    referred to herein or therein. 

The Company and the relevant Guarantor, as applicable,    will indemnify and hold harmless each Holder of Notes and, upon written request    of any Holder of Notes, reimburse each such Holder, for the amount of: 

(1) any Taxes (other than Taxes excluded    under clauses (a) through (h)) levied or imposed and paid by such Holder as    a result of payments made on or with respect to the Notes; provided that reasonable    supporting documentation is provided; and 

(2) any Taxes (other than Taxes excluded    under clauses (a) through (h)) levied or imposed with respect to any reimbursement    under the foregoing clause (1), so that the net amount received by such Holder    after such reimbursement will not be less than the net amount the Holder would    have received if Taxes (other than Taxes excluded under clauses (a) through    (h)) on such reimbursement had not been imposed. 

Any payments made pursuant to the preceding sentence    will be treated as Additional Amounts for all relevant purposes.

The obligations of the Company and the Guarantor    pursuant to this Section 4.22 shall survive termination or discharge of this    Indenture, payment of the Notes and/or resignation or removal of the Trustee    or the Paying Agent.

 Section 4.23 . *Additional Interest.*If Additional Interest is payable by the Company    pursuant to the Registration Rights Agreement, the Company shall deliver to    the Trustee an Officers' Certificate to that effect stating (i) the amount    of such Additional Interest that is payable and (ii) the date on which such    Additional Interest is payable. Unless and until a Responsible Officer of    the Trustee receives such a certificate, the Trustee may assume without inquiry    that no Additional Interest is payable. If the Company has paid Additional    Interest directly to the persons entitled to it, the Company shall deliver    to the Trustee an Officers' Certificate setting forth the particulars of such    payment.

 Section 4.24 . *Interest Rate Adjustment.*(a) The interest rate on the Notes specified    in the Notes (increased as the case may be with Additional Interest) will    increase by 1.00% per annum commencing on the date that is 90 days after the    Issue Date if, as of such date, each of the Specified Guarantors has not unconditionally    guaranteed, jointly and severally, on an unsecured basis, the obligations    of the Company pursuant to the Notes and this Indenture by executing a supplemental    indenture in the form of Exhibit B.

(b) To avoid any such interest rate adjustment,    the Company shall deliver to the Trustee (x) an Officers' Certificate to the    effect that none of the conditions requiring an interest rate adjustment are    continuing and that represents that the supplemental indenture has been duly    authorized, executed and delivered by the Specified Guarantors and constitutes    a valid and binding obligation of the Specified Guarantors, enforceable against    each of the Specified Guarantors in accordance with its terms (subject to    customary exceptions), and (y) copies of each of the relevant supplemental    indentures and any other related documentation.

Upon delivery of the above, the interest rate    adjustment will no longer remain in effect.

 Article 5 Consolidation, Merger, Lease or   Sale    of Assets

Section 5.01 . *Consolidation, Merger, Lease or  Sale    of All or Substantially All Assets by the Company; No Lease of All or Substantially    All Assets.*(a) The Company will not 

(i) consolidate with or merge with or    into any Person, or 

(ii) sell, convey, transfer, or otherwise    dispose of all or substantially all of its assets as an entirety or substantially    an entirety, in one transaction or a series of related transactions, to any    Person or 

(iii) permit any Person to merge with or    into the Company

unless

(1) either: (a) the Company is the surviving    corporation; or (b) the Person formed by or surviving any such consolidation    or merger (if other than the Company) or to which such sale, assignment, transfer,    conveyance or other disposition has been made is a corporation organized or    existing under the laws of Mexico, a member of the European Union or the United    States of America, any state of the United States of America or the District    of Columbia and expressly assumes by supplemental indenture all of the obligations    of the Company under the Indenture, the Notes and the Registration Rights    Agreement;

(2) immediately after giving effect to    the transaction, no Default has occurred and is continuing;

(3) immediately after giving effect to    the transaction on a pro forma basis, the Company or the resulting, surviving    or transferee Person has a Consolidated Net Worth without taking into account    any purchase accounting adjustments equal to or greater than the Consolidated    Net Worth of the Company immediately prior to such transaction;

(4) immediately after giving effect to    the transaction on a pro forma basis, the Company or the resulting surviving    or transferee Person could Incur at least $1.00 of Debt under the Leverage    Ratio test set forth in the first sentence of the covenant described under    Section 4.05 ; and

(5) the Company delivers to the Trustee    an Officers' Certificate and an Opinion of Counsel, each stating that the    consolidation, merger or transfer and the supplemental indenture (if any)    comply with the Indenture;

*provided* that clauses (2) through    (4) do not apply (i) to the consolidation or merger of the Company with or    into a Restricted Subsidiary or the consolidation or merger of a Restricted    Subsidiary with or into the Company or (ii) if, in the good faith determination    of the Board of Directors of the Company, whose determination is evidenced    by a Board Resolution, the principal purpose of the transaction is to change    the jurisdiction of incorporation of the Company.

(b) Upon the consummation of any transaction    effected in accordance with these provisions, if the Company is not the continuing    Person, the resulting, surviving or transferee Person will succeed to, and    be substituted for, and may exercise every right and power of, the Company    under the Indenture and the Notes with the same effect as if such successor    Person had been named as the Company in the Indenture. Upon such substitution,    the Company will be released from its obligations under the Indenture and    the Notes unless the Company has leased all or substantially all of its assets,    whether in one transaction or a series of transactions, to one or more other    Persons.

 Section 5.02 . *Consolidation, Merger, Lease or**Sale**of Assets by a Guarantor.*(a)  No Guarantor may

(i) consolidate with or merge with or    into any Person, or 

(ii) sell, convey, transfer or dispose    of, all or substantially all its assets as an entirety or substantially as    an entirety, in one transaction or a series of related transactions, to any    Person, or 

(iii) permit any Person to merge with or    into such Guarantor

unless 

(1) the other Person is the Company or    any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently    with the transaction; or

(2) 

(a) either (x) the Guarantor is    the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes by supplemental indenture all of the obligations of the    Guarantor under its Note Guaranty; and

(b) immediately after giving effect    to the transaction, no Default has occurred and is continuing; or

(3) the transaction constitutes a sale    or other disposition (including by way of consolidation or merger) of the    Guarantor or the sale or disposition of all or substantially all the assets    of the Guarantor (in each case other than to the Company or a Restricted Subsidiary)    otherwise permitted by the Indenture.

 Article 6     Default and Remedies

Section 6.01*. Events of Default.* An    "**Event of Default**" occurs if

(1) the Company defaults in the payment    of the principal of any Note when the same becomes due and payable at maturity,    upon acceleration or redemption, or otherwise (other than pursuant to an Offer    to Purchase);

(2) the Company defaults in the payment    of interest (including any Additional Interest) on any Note when the same    becomes due and payable, and the default continues for a period of 30 days;

(3) the Company fails to make an Offer    to Purchase and thereafter to accept and pay for Notes tendered when and as    required pursuant to Section 4.12 or Section 4.13 , or the Company or any    Guarantor fails to comply with Article 5 ;

(4) the Company defaults in the performance    of or breaches any other covenant or agreement of the Company in the Indenture    or under the Notes and the default or breach continues for a period of 60    consecutive days after written notice to the Company by the Trustee or to    the Company and the Trustee by the Holders of 25% or more in aggregate principal    amount of the Notes;

(5) there occurs with respect to any Debt    of the Company or any of its Significant Subsidiaries having an outstanding    principal amount of $25.0 million or more in the aggregate for all such Debt    of all such Persons (i) an event of default that results in such Debt    being due and payable prior to its scheduled maturity or (ii) failure to make    a principal payment when due and such defaulted payment is not made, waived    or extended within the applicable grace period;

(6) one or more final judgments or orders    for the payment of money in the aggregate for all such Persons are rendered    against the Company or any of its Significant Subsidiaries and are not paid    or discharged, and there is a period of 60 consecutive days following entry    of the final judgment or order that causes the aggregate amount for all such    final judgments or orders outstanding and not paid or discharged against all    such Persons to exceed $25.0 million (in excess of amounts which the Company's    insurance carriers have agreed to pay under applicable policies) during which    a stay of enforcement, by reason of a pending appeal or otherwise, is not    in effect;

(7) an involuntary case or other proceeding    is commenced against the Company or any Significant Subsidiary with respect    to it or its debts under any bankruptcy, *concurso mercantil*, insolvency or other    similar law now or hereafter in effect seeking the appointment of a trustee,    receiver, liquidator, custodian or other similar official of it or any substantial    part of its property, and such involuntary case or other proceeding remains    undismissed and unstayed for a period of 60 days; or an order for relief is    entered against the Company or any Significant Subsidiary under the federal    bankruptcy laws as now or hereafter in effect;

(8) the Company or any of its Significant    Subsidiaries (i) commences a voluntary case under any applicable bankruptcy,    *concurso mercantil*, insolvency or    other similar law now or hereafter in effect, or consents to the entry of    an order for relief in an involuntary case under any such law, (ii) consents    to the appointment of or taking possession by a receiver, liquidator, assignee,    custodian, trustee, sequestrator or similar official of the Company or any    of its Significant Subsidiaries or for all or substantially all of the property    and assets of the Company or any of its Significant Subsidiaries or (iii)    effects any general assignment for the benefit of creditors (an event of default    specified in clause (7) or (8) a "**bankruptcy default**"); or

(9) any Note Guaranty ceases to be in full    force and effect, other than in accordance the terms of the Indenture, or    a Guarantor denies or disaffirms its obligations under its Note Guaranty.

Section 6.02*. Acceleration.* (a) If    an Event of Default, other than a bankruptcy default with respect to the Company,    occurs and is continuing under the Indenture, the Trustee or the Holders of    at least 25% in aggregate principal amount of the Notes then outstanding,    by written notice to the Company (and to the Trustee if the notice is given    by the Holders), may, and the Trustee at the request of such Holders shall,    declare the principal of and accrued interest on the Notes to be immediately    due and payable. Upon a declaration of acceleration, such principal and interest    will become immediately due and payable. 

(b) The Holders of a majority in principal    amount of the outstanding Notes by written notice to the Company and to the    Trustee may waive all past defaults and rescind and annul a declaration of    acceleration and its consequences if 

(1) all existing Events of Default, other    than the nonpayment of the principal of, premium, if any, and interest on    the Notes that have become due solely by the declaration of acceleration,    have been cured or waived, and 

(2) the rescission would not conflict    with any judgment or decree of a court of competent jurisdiction. 

Section 6.03 *. Other Remedies.*If an Event of Default occurs and is continuing, the    Trustee may pursue, in its own name or as trustee of an express trust, any    available remedy by proceeding at law or in equity to collect the payment    of principal of and interest on the Notes or to enforce the performance of    any provision of the Notes or the Indenture. The Trustee may maintain a proceeding    even if it does not possess any of the Notes or does not produce any of them    in the proceeding.

Section 6.04 *. Waiver of    Past Defaults.*Except as otherwise provided in Section 6.02 , Section    6.07 or Section 9.02 , the Holders of a majority in principal amount of the    outstanding Notes may, by written notice to the Trustee, waive an existing    Default and its consequences. Upon such waiver, the Default will cease to    exist, and any Event of Default arising therefrom will be deemed to have been    cured, but no such waiver will extend to any subsequent or other Default or    impair any right consequent thereon.

Section 6.05 *. Control    by Majority.*The Holders of a majority in aggregate principal amount    of the outstanding Notes may, upon indemnification of the Trustee in a manner    satisfactory to the Trustee, direct the time, method and place of conducting    any proceeding for any remedy available to the Trustee or exercising any trust    or power conferred on the Trustee. However, the Trustee may refuse to follow    any direction that conflicts with law or the Indenture, that may involve the    Trustee in personal liability, or that the Trustee determines in good faith    may be unduly prejudicial to the rights of Holders of Notes not joining in    the giving of such direction, and may take any other action it deems proper    that is not inconsistent with any such direction received from Holders of    Notes.

Section 6.06 *. Limitation    on Suits.*A Holder may not institute any proceeding, judicial or otherwise,    with respect to the Indenture or the Notes, or for the appointment of a receiver    or trustee, or for any other remedy under the Indenture or the Notes, unless:

(1) the Holder has previously given to    the Trustee written notice of a continuing Event of Default;

(2) Holders of at least 25% in aggregate    principal amount of outstanding Notes have made written request to the Trustee    to institute proceedings in respect of the Event of Default in its own name    as Trustee under the Indenture;

(3) Holders have offered to the Trustee    indemnity satisfactory to the Trustee against any costs, liabilities or expenses    to be incurred in compliance with such request;

(4) the Trustee for 60 days after its    receipt of such notice, request and offer of indemnity has failed to institute    any such proceeding; and

(5) during such 60-day period, the Holders    of a majority in aggregate principal amount of the outstanding Notes have    not given the Trustee a direction that is inconsistent with such written request.

Section 6.07    *. Rights of Holders to Receive Payment.*Notwithstanding    anything to the contrary, the right of a Holder of a Note to receive payment    of principal of or interest on its Note on or after the Stated Maturities    thereof, or to bring suit for the enforcement of any such payment on or after    such respective dates, may not be impaired or affected without the consent    of that Holder.

Section 6.08 *. Collection    Suit by Trustee.*If an Event of Default in payment of principal or interest    specified in clause (1) or (2) of Section 6.01 occurs and is continuing, the    Trustee may recover judgment in its own name and as trustee of an express    trust for the whole amount of principal and accrued interest remaining unpaid,    together with interest on overdue principal and overdue installments of interest    to the extent lawful, in each case at the rate specified in the Notes, and    such further amount as is sufficient to cover the reasonable and documented    costs and expenses of collection, including the reasonable compensation, expenses,    disbursements and advances of the Trustee, its agents and counsel and any    other amounts due the Trustee hereunder.

Section 6.09 *. Trustee May File Proofs of Claim.*The    Trustee may file proofs of claim and other papers or documents as may be necessary    or advisable in order to have the claims of the Trustee (including any claim    for the compensation, expenses, disbursements and advances of the Trustee,    its agents and counsel, and any other amounts due the Trustee hereunder) and    the Holders allowed in any judicial proceedings relating to the Company or    any Guarantor or their respective creditors or property, and is entitled and    empowered to collect, receive and distribute any money, securities or other    property payable or deliverable upon conversion or exchange of the Notes or    upon any such claims. Any custodian, receiver, assignee, trustee, liquidator,    sequestrator or other similar official in any such judicial proceeding is    hereby authorized by each Holder to make such payments to the Trustee and,    if the Trustee consents to the making of such payments directly to the Holders,    to pay to the Trustee any amount due to it for the reasonable compensation,    expenses, disbursements and advances of the Trustee, its agent and counsel,    and any other amounts due the Trustee hereunder. Nothing in the Indenture    will be deemed to empower the Trustee to authorize or consent to, or accept    or adopt on behalf of any Holder, any plan of reorganization, arrangement,    adjustment or composition affecting the Notes or the rights of any Holder    thereof, or to authorize the Trustee to vote in respect of the claim of any    Holder in any such proceeding.

Section 6.10 *. Priorities.*If the Trustee collects    any money pursuant to this Article, it shall pay out the money in the following    order:

First: to the Trustee and the Agents for    all amounts due to them hereunder;

Second: to Holders for amounts then due and    unpaid for principal of and interest on the Notes, ratably, without preference    or priority of any kind, according to the amounts due and payable on the Notes    for principal and interest; and

Third: to the Company or as a court of competent    jurisdiction may direct.

The Trustee, upon written notice to the Company,    may fix a record date and payment date for any payment to Holders pursuant    to this Section.

Section 6.11 *. Restoration of Rights and Remedies.*If    the Trustee or any Holder has instituted a proceeding to enforce any right    or remedy under the Indenture and the proceeding has been discontinued or    abandoned for any reason, or has been determined adversely to the Trustee    or to the Holder, then, subject to any determination in the proceeding, the    Company, any Guarantors, the Trustee and the Holders will be restored severally    and respectively to their former positions hereunder and thereafter all rights    and remedies of the Company, any Guarantors, the Trustee and the Holders will    continue as though no such proceeding had been instituted.

Section 6.12 *. Undertaking    for Costs.*In any suit for the enforcement of any right or remedy under    the Indenture or in any suit against the Trustee for any action taken or omitted    by it as Trustee, a court may require any party litigant in such suit to file    an undertaking to pay the costs of the suit, and the court may assess reasonable    costs, including reasonable attorneys fees, against any party litigant in    the suit having due regard to the merits and good faith of the claims or defenses    made by the party litigant. This Section does not apply to a suit by a Holder    or the Trustee to enforce payment of principal of or interest on any Note    on the respective due dates, or a suit by Holders of more than 10% in principal    amount of the outstanding Notes.

Section 6.13 *. Rights and Remedies Cumulative.*No    right or remedy conferred or reserved to the Trustee or to the Holders under    this Indenture is intended to be exclusive of any other right or remedy, and    all such rights and remedies are, to the extent permitted by law, cumulative    and in addition to every other right and remedy hereunder or now or hereafter    existing at law or in equity or otherwise. The assertion or exercise of any    right or remedy hereunder, or otherwise, will not prevent the concurrent assertion    or exercise of any other right or remedy.

Section    6.14 *. Delay or Omission Not Waiver.*No delay    or omission of the Trustee or of any Holder to exercise any right or remedy    accruing upon any Event of Default will impair any such right or remedy or    constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to    the Holders may be exercised from time to time, and as often as may be deemed    expedient, by the Trustee or by the Holders, as the case may be.

Section 6.15 *. Waiver of    Stay, Extension or Usury Laws.*The Company and each Guarantor covenants,    to the extent that it may lawfully do so, that it will not at any time insist    upon, or plead, or in any manner whatsoever claim or take the benefit or advantage    of, any stay or extension law or any usury law or other law that would prohibit    or forgive the Company or the Guarantor from paying all or any portion of    the principal of, or interest on the Notes as contemplated herein, wherever    enacted, now or at any time hereafter in force, or that may affect the covenants    or the performance of the Indenture. The Company and each Guarantor hereby    expressly waives, to the extent that it may lawfully do so, all benefit or    advantage of any such law and covenants that it will not hinder, delay or    impede the execution of any power herein granted to the Trustee, but will    suffer and permit the execution of every such power as though no such law    had been enacted.

Article 7 The Trustee

Section 7.01 *. General.*(a) The duties and responsibilities    of the Trustee are as provided by the Trust Indenture Act and as set forth    herein. Whether or not expressly so provided, every provision of the Indenture    relating to the conduct or affecting the liability of or affording protection    to the Trustee is subject to this Article.

(b) Except during the continuance of an    Event of Default, the Trustee need perform only those duties that are specifically    set forth in the Indenture and no others, and no implied covenants or obligations    will be read into the Indenture against the Trustee. In case an Event of    Default has occurred and is continuing, the Trustee shall exercise those rights    and powers vested in it by the Indenture, and use the same degree of care    and skill in their exercise, as a prudent man would exercise or use under    the circumstances in the conduct of his own affairs.

(c) No provision of the Indenture shall    be construed to relieve the Trustee from liability for its own negligent action,    its own negligent failure to act or its own willful misconduct.

Section 7.02    *. Certain Rights of Trustee.*Subject    to Trust Indenture Act Sections 315(a) through (d):

(1) In the absence of bad faith on its    part, the Trustee may rely, and will be protected in acting or refraining    from acting, upon any resolution, certificate, statement, instrument, opinion,    report, notice, request, direction, consent, order, bond, debenture, note,    other evidence of indebtedness or other paper or document believed by it in    good faith to be genuine and to have been signed or presented by the proper    Person pursuant to the requirements of this Indenture. The Trustee need not    investigate any fact or matter stated in the document, but, in the case of    any document which is specifically required to be furnished to the Trustee    pursuant to any provision hereof, the Trustee shall examine the document to    determine whether it conforms to the requirements of the Indenture (but need    not confirm or investigate the accuracy of mathematical calculations or other    facts stated therein). The Trustee, in its discretion, may make further inquiry    or investigation into such facts or matters as it sees fit.

(2) Before the Trustee acts or refrains    from acting, it may require an Officers' Certificate or an Opinion of Counsel    conforming to Section 11.05 and the Trustee will not be liable for any action    it takes or omits to take in good faith in reliance on the certificate or    opinion.

(3) The Trustee may act through its attorneys    and agents and will not be responsible for the misconduct or negligence of    any agent appointed with due care.

(4) The Trustee will be under no obligation    to exercise any of the rights or powers vested in it by the Indenture at the    request or direction of any of the Holders, unless such Holders have offered    to the Trustee security or indemnity against the costs, expenses and liabilities    that might be incurred by it in compliance with such request or direction.

(5) The Trustee will not be liable for    any action it takes or omits to take in good faith that it believes to be    authorized or within its rights or powers; *provided*, *however*, that the Trustee's conduct does not constitute willful misconduct    or negligence.

(6) The Trustee may consult with counsel,    and the written advice of such counsel or any Opinion of Counsel with respect    to matters relating to this Indenture and the Notes will be full and complete    authorization and protection in respect of any action taken, suffered or omitted    by it hereunder in good faith and in reliance thereon.

(7) No provision of the Indenture will    require the Trustee to expend or risk its own funds or otherwise incur any    financial liability in the performance of its duties hereunder, or in the    exercise of its rights or powers, unless it receives indemnity satisfactory    to it against any loss, liability or expense.

(8) The rights, privileges, protections,    immunities and benefits given to the Trustee, including, without limitation,    its right to be indemnified, are extended to, and shall be enforceable by,    the Trustee in each of its capacities hereunder as Registrar and, Paying Agent,    and to each of the Luxembourg Paying Agent, Luxembourg Transfer Agent and    any other appointed Agent hereunder.

Section 7.03    *. Individual Rights of Trustee.*The Trustee,    in its individual or any other capacity, may become the owner or pledgee of    Notes and may otherwise deal with the Company or its Affiliates with the same    rights it would have if it were not the Trustee. Any Agent may do the same    with like rights. However, the Trustee is subject to Trust Indenture Act    Sections 310(b) and 311. For purposes of Trust Indenture Act Section 311(b)(4)    and (6):

(a) "**cash transaction**" means any    transaction in which full payment for goods or securities sold is made within    seven days after delivery of the goods or securities in currency or in checks    or other orders drawn upon banks or bankers and payable upon demand; and

(b) "**self-liquidating paper**" means    any draft, bill of exchange, acceptance or obligation which is made, drawn,    negotiated or incurred for the purpose of financing the purchase, processing,    manufacturing, shipment, storage or sale of goods, wares or merchandise and    which is secured by documents evidencing title to, possession of, or a lien    upon, the goods, wares or merchandise or the receivables or proceeds arising    from the sale of the goods, wares or merchandise previously constituting the    security, provided the security is received by the Trustee simultaneously    with the creation of the creditor relationship arising from the making, drawing,    negotiating or incurring of the draft, bill of exchange, acceptance or obligation.

Section 7.04 *. Trustee's Disclaimer.*The Trustee (i) makes no representation as to the    validity or adequacy of the Offering Circular, this Indenture, the Notes or    any Note Guaranties, (ii) is not accountable for the Company's use or application    of the proceeds from the Notes and (iii) is not responsible for any statement    in the Notes other than its certificate of authentication.

Section    7.05 *. Notice of Default.*If any Default occurs    and is continuing and is known to a Responsible Officer of the Trustee, the    Trustee will send notice of the Default to each Holder within 90 days after    it occurs, unless the Default has been cured; *provided* that, except    in the case of a Default in the payment of the principal of or interest on    any Note, the Trustee may withhold the notice if and so long as the Board    of Directors, the executive committee or a trust committee of officers of    the Trustee in good faith determines that withholding the notice is in the    interest of the Holders. Notice to Holders under this Section will be given    in the manner and to the extent provided in Trust Indenture Act Section 313(c).

Section 7.06    *. Reports by Trustee to Holders.*Within    60 days after each May 15, beginning with May 15, 2007, the Trustee will mail    to each Holder, as provided in Trust Indenture Act Section 313(c), a brief    report dated as of such May 15, if required by Trust Indenture Act Section    313(a), and file such reports with each stock exchange upon which its Notes    are listed and with the Commission as required by Trust Indenture Act Section    313(d).

Section 7.07    *. Compensation And Indemnity.*(a)    The Company will pay the Trustee compensation as agreed upon in writing for    its services. The compensation of the Trustee is not limited by any law on    compensation of a Trustee of an express trust. The Company will reimburse    the Trustee upon request for all reasonable out-of-pocket expenses, disbursements    and advances incurred or made by the Trustee, including the reasonable compensation    and expenses of the Trustee's agents and counsel.

(b) The Company and each of the Guarantors,    jointly and severally, will indemnify the Trustee for, and hold it harmless    against, any loss or liability or expense including, without limitation, the    fees and expenses of its counsel incurred by it without negligence or bad    faith on its part arising out of or in connection with the acceptance or administration    of the Indenture and the performance of its duties or the exercise of its    rights under the Indenture and the Notes, including the costs and expenses    of defending itself against any claim or liability and of complying with any    process served upon it or any of its officers in connection with the exercise    or performance of any of its powers, rights or duties under the Indenture    and the Notes. The Trustee shall notify the Company promptly of any claim    for which it may seek indemnity.

(c) To secure the Company's payment obligations    in this Section, the Trustee will have a Lien prior to the Notes on all money    or property held or collected by the Trustee, in its capacity as Trustee,    except money or property held in trust to pay principal of, and interest on    particular Notes.

(d) The obligations of the Company and the    Guarantor pursuant to this Section 7.07 shall survive termination or discharge    of this Indenture, payment of the Notes and/or resignation or removal of the    Trustee.

Section 7.08 *. Replacement of Trustee.*(a) (1) The    Trustee may resign at any time by written notice to the Company.

(2) The Holders of a majority in principal    amount of the outstanding Notes may remove the Trustee by written notice to    the Trustee.

(3) If the Trustee is no longer eligible    under Section 7.10 or in the circumstances described in Trust Indenture Act    Section 310(b), any Holder that satisfies the requirements of Trust Indenture    Act Section 310(b) may petition any court of competent jurisdiction for the    removal of the Trustee and the appointment of a successor Trustee.

(4) The Company may remove the Trustee    if: (i) the Trustee is no longer eligible under Section 7.10 ; (ii) the    Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other    public officer takes charge of the Trustee or its property; or (iv) the Trustee    becomes incapable of acting.

A resignation or removal of the Trustee    and appointment of a successor Trustee will become effective only upon the    successor Trustee's acceptance of appointment as provided in this Section.

(b) If the Trustee has been removed by    the Holders, Holders of a majority in principal amount of the Notes may appoint    a successor Trustee, and so long as no Default is continuing, with the consent    of the Company. Otherwise, if the Trustee resigns or is removed, or if a    vacancy exists in the office of Trustee for any reason, the Company will promptly    appoint a successor Trustee. If the successor Trustee does not deliver its    written acceptance within 30 days after the retiring Trustee resigns or is    removed, the retiring Trustee, the Company or the Holders of a majority in    principal amount of the outstanding Notes may petition any court of competent    jurisdiction for the appointment of a successor Trustee.

(c) Upon delivery by the successor Trustee    of a written acceptance of its appointment to the retiring Trustee and to    the Company, (i) the retiring Trustee will transfer all property held by it    as Trustee to the successor Trustee, subject to the lien provided for in Section    7.07 , (ii) the resignation or removal of the retiring Trustee will become    effective, and (iii) the successor Trustee will have all the rights, powers    and duties of the Trustee under the Indenture. Upon request of any successor    Trustee, the Company will execute any and all instruments for fully and vesting    in and confirming to the successor Trustee all such rights, powers and trusts. The successor Trustee will give notice of any resignation and any removal    of the Trustee and each appointment of a successor Trustee to all Holders,    and include in the notice the name of the successor Trustee and the address    of its Corporate Trust Office.

(d) Notwithstanding replacement or resignation    of the Trustee pursuant to this Section, the Company's obligations under Section    7.07 will continue for the benefit of the retiring Trustee.

(e) The Trustee agrees to give the notices    provided for in, and otherwise comply with, Trust Indenture Act Section 310(b).

Section 7.09 *. Successor Trustee by Merger.*If the    Trustee consolidates with, merges or converts into, or transfers all or substantially    all of its corporate trust business (including this transaction) to, another    corporation or national banking association, the resulting, surviving or transferee    corporation or national banking association without any further act will be    the successor Trustee with the same effect as if the successor Trustee had    been named as the Trustee in the Indenture.

Section 7.10 *. Eligibility.*The Indenture must always    have a Trustee that satisfies the requirements of Trust Indenture Act Section    310(a) and has a combined capital and surplus of at least $150,000,000 as    set forth in its most recent published annual report of condition.

The Trustee shall comply with TIA 310(b); provided,    however, that there shall be excluded from the operation of TIA 310(b)(1)    any indenture or indentures under which other securities or certificates of    interest or participation in other securities of the Company are outstanding    if the requirements for such exclusion set forth in TIA 310(b)(1) are met.

Section 7.11 *. Money Held in Trust.*The Trustee will not be liable for interest on any    money received by it except as it may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds    except to the extent required by law and except for money held in trust under    Article 8 .

 Article 8 Defeasance and Discharge

Section    8.01 *. Discharge of Company's Obligations.*(a)    Subject to paragraph (b), the Company's obligations under the Notes and the    Indenture, and each Guarantor's obligations under its Note Guaranty, will    terminate if:

(1) all Notes previously authenticated    and delivered (other than (i) destroyed, lost or stolen Notes that have been    replaced or (ii) Notes that are paid pursuant to Section 4.01 or (iii) Notes    for whose payment money or U.S. Government Obligations have been held in trust    and then repaid to the Company pursuant to Section 8.05 ) have been delivered    to the Trustee for cancellation and the Company has paid all sums payable    by it hereunder; or

(2) (A) the Notes mature within    sixty days, or all of them are to be called for redemption within sixty days    under arrangements satisfactory to the Trustee for giving the notice of redemption,    

(B) the Company irrevocably deposits in    trust with the Trustee, as trust funds solely for the benefit of the Holders,    money or U.S. Government Obligations or a combination thereof sufficient,    in the opinion of a nationally recognized firm of independent public accountants    expressed in a written certificate delivered to the Trustee, without consideration    of any reinvestment, to pay principal of and interest on the Notes to maturity    or redemption, as the case may be, and to pay all other sums payable by it    hereunder, 

(C) no Default has occurred and is continuing    on the date of the deposit,

(D) the deposit will not result in a breach    or violation of, or constitute a default under, the Indenture or any other    agreement or instrument to which the Company is a party or by which it is    bound, and 

(E) the Company delivers to the Trustee    an Officers' Certificate and an Opinion of Counsel, in each case stating that    all conditions precedent provided for herein relating to the satisfaction    and discharge of the Indenture have been complied with.

(b) After satisfying the conditions in    clause (1), only the Company's obligations under Sections 7.07 and 4.23 will    survive. After satisfying the conditions in clause (2), only the Company's    obligations in Article 2 and Sections 4.01 , 4.23, 4.02 , 7.07 , 7.08 , 8.05    and 8.06 will survive. In either case, the Trustee upon request will acknowledge    in writing the discharge of the Company's obligations under the Notes and    the Indenture other than the surviving obligations.

Section 8.02 *. Legal Defeasance.*After the 123rd day    following the deposit referred to in clause (1), the Company will be deemed    to have paid and will be discharged from its obligations in respect of the    Notes and the Indenture, other than its obligations in Article 2 and Sections    4.01 , 4.02 , 4.23, 7.07 , 7.08 , 8.05 and 8.06 , and each Guarantor's obligations    under its Note Guaranty will terminate, *provided* the following conditions    have been satisfied:

(1) The Company has irrevocably deposited    in trust with the Trustee, as trust funds solely for the benefit of the Holders,    money or U.S. Government Obligations or a combination thereof sufficient,    in the opinion of a nationally recognized firm of independent public accountants    expressed in a written certificate thereof delivered to the Trustee, without    consideration of any reinvestment, to pay principal of and interest on the    Notes to maturity or redemption, as the case may be, *provided* that    any redemption before maturity has been irrevocably provided for under arrangements    satisfactory to the Trustee.

(2) No Default has occurred and is continuing    on the date of the deposit or occurs at any time during the 123-day period    following the deposit.

(3) The deposit will not result in a breach    or violation of, or constitute a default under, the Indenture or any other    agreement or instrument to which the Company is a party or by which it is    bound.

(4) The Company has delivered to the Trustee    

(A) either (x) a ruling received from the    Internal Revenue Service to the effect that the Holders will not recognize    income, gain or loss for federal income tax purposes as a result of the defeasance    and will be subject to federal income tax on the same amount and in the same    manner and at the same times as would otherwise have been the case or (y)    an Opinion of Counsel, based on a change in law after the date of the Indenture,    to the same effect as the ruling described in clause (x), 

(B) an Opinion of Counsel from counsel    in Mexico reasonably acceptable to the Trustee (subject to customary exceptions)    and independent of the Company to the effect that, based upon Mexican law    then in effect, Holders will not recognize income, gain or loss for Mexican    tax purposes, including withholding tax except for withholding tax then payable    on interest payments due, as a result of legal defeasance or covenant defeasance,    as the case may be, and will be subject to Mexican taxes on the same amounts    and in the same manner and at the same time as would have been the case if    such legal defeasance or covenant defeasance, as the case may be, had not    occurred, and 

(C) an Opinion of Counsel to the effect    that (i) the creation of the defeasance trust does not violate the Investment    Company Act of 1940, (ii) the Holders have a valid first priority security    interest in the trust funds (subject to customary exceptions), and (iii) after    the passage of 123 days following the deposit, the trust funds will not be    subject to the effect of Section 547 of the United States Bankruptcy Code    or Section 15 of the New York Debtor and Creditor Law.

(5) If the Notes are listed on a national    securities exchange, the Company has delivered to the Trustee an Officers'    Certificate to the effect that the deposit and defeasance will not cause the    Notes to be delisted.

(6) The Company has delivered to the Trustee    an Officers' Certificate and an Opinion of Counsel, in each case stating that    all conditions precedent provided for herein relating to the defeasance have    been complied with.

Prior to the end of the 123-day period, none of    the Company's obligations under the Indenture will be discharged. Thereafter,    the Trustee upon request will acknowledge in writing the discharge of the    Company's obligations under the Notes and the Indenture except for the surviving    obligations specified above.

Section    8.03 *. Covenant Defeasance.*After the 123rd    day following the deposit referred to in clause (1), the Company's obligations    set forth in Sections 4.05 through 4.17 , inclusive and clauses (3) and (4)    of Section 5.01 (a), and each Guarantor's obligations under its Note Guaranty,    will terminate, and clauses (3), (4), (5), (6) and (9) of Section 6.01 will    no longer constitute Events of Default, *provided* the following conditions    have been satisfied:

(1) The Company has complied with clauses    (1), (2), (3), 4(B), (5) and (6) of Section 8.02 ; and

(2) the Company has delivered to the Trustee    an Opinion of Counsel to the effect that the Holders will not recognize income,    gain or loss for federal income tax purposes as a result of the defeasance    and will be subject to federal income tax on the same amount and in the same    manner and at the same times as would otherwise have been the case.

Except as specifically stated above, none of the    Company's obligations under the Indenture will be discharged.

Section 8.04 *. Application of Trust Money.*Subject    to Section 8.05 , the Trustee will hold in trust the money and/or U.S. Government    Obligations deposited with it pursuant to Sections 8.01 , 8.02 or 8.03 , and    apply the deposited money and the proceeds from deposited U.S. Government    Obligations to the payment of principal of and interest on the Notes in accordance    with the Notes and the Indenture. Such money and U.S. Government Obligations    need not be segregated from other funds except to the extent required by law.

Section 8.05 *. Repayment to Company.*Subject to Sections    7.07 , 8.01 , 8.02 and 8.03 , the Trustee will promptly pay to the Company    upon written request any excess money and/or U.S. Government Obligations held    by the Trustee at any time and thereupon be relieved from all liability with    respect to such money and/or U.S. Government Obligations. The Trustee will    pay to the Company upon written request any money held for payment with respect    to the Notes that remains unclaimed for two years, *provided* that before    making such payment the Trustee may at the expense of the Company publish    once in a newspaper of general circulation in New York City, or send to each    Holder entitled to such money, notice that the money remains unclaimed and    that after a date specified in the notice (at least 30 days after the date    of the publication or notice) any remaining unclaimed balance of money will    be repaid to the Company. After payment to the Company, Holders entitled    to such money must look solely to the Company for payment, unless applicable    law designates another Person, and all liability of the Trustee with respect    to such money will cease.

Section    8.06 *. Reinstatement.*If and for so long as    the Trustee is unable to apply any money or U.S. Government Obligations held    in trust pursuant to Sections 8.01 , 8.02 or 8.03 by reason of any legal proceeding    or by reason of any order or judgment of any court or governmental authority    enjoining, restraining or otherwise prohibiting such application, the Company's    obligations under the Indenture and the Notes will be reinstated as though    no such deposit in trust had been made. If the Company makes any payment    of principal of or interest on any Notes because of the reinstatement of its    obligations, it will be subrogated to the rights of the Holders of such Notes    to receive such payment from the money or U.S. Government Obligations held    in trust.

Article 9     Amendments, Supplements and Waivers

Section 9.01 *. Amendments Without Consent of Holders.*The Company and the Trustee may amend or supplement the Indenture or the    Notes without notice to or the consent of any Noteholder

(1) to cure any ambiguity, defect or inconsistency    in the Indenture or the Notes;

(2) to comply with Article 5 ;

(3) to comply with any requirements of    the Commission in connection with the qualification of the Indenture under    the Trust Indenture Act;

(4) to evidence and provide for the acceptance    of an appointment hereunder by a successor Trustee;

(5) to provide for uncertificated Notes    in addition to or in place of Certificated Notes, *provided* that the    uncertificated Notes are issued in registered form for purposes of Section    163(f) of the Code, or in a manner such that the uncertificated Notes are    described in Section 163(f)(2)(B) of the Code;

(6) to provide for any Guarantee of the    Notes, to secure the Notes or to confirm and evidence the release, termination    or discharge of any Guarantee of or Lien securing the Notes when such release,    termination or discharge is permitted by the Indenture;

(7) to provide for or confirm    the issuance of Additional Notes;

(8) to conform the text    of the Indenture or the Notes to any provision of the "Description of Notes"    section of the Offering Memorandum; or 

(9) to make any change    that would provide any additional rights or benefits to the Noteholders or    that does not materially and adversely affect the rights of any Holder. 

Section 9.02 *. Amendments With Consent of Holders.*(a) Except as otherwise provided    in Sections 6.02 , 6.04 and 6.07 or paragraph (b), the Company and the Trustee    may amend the Indenture and the Notes with the written consent of the Holders    of a majority in principal amount of the outstanding Notes, and the Holders    of a majority in principal amount of the outstanding Notes by written notice    to the Trustee may waive future compliance by the Company with any provision    of the Indenture or the Notes.

(b) Notwithstanding the provisions of paragraph    (a), without the consent of each Holder affected, an amendment or waiver may    not

(1) reduce the principal amount of or    change the Stated Maturity of any installment of principal of any Note,

(2) reduce the rate of or change the Stated    Maturity of any interest payment on any Note,

(3) reduce the amount payable upon the    redemption of any Note or change the time of any mandatory redemption or,    in respect of an optional redemption, the times at which any Note may be redeemed    or, once notice of redemption has been given, the time at which it must thereupon    be redeemed,

(4) after the time an Offer to Purchase    is required to have been made, reduce the purchase amount or purchase price,    or extend the latest expiration date or purchase date thereunder,

(5) make any Note payable in money other    than that stated in the Note,

(6) impair the right of any Holder of    Notes to receive any principal payment or interest payment on such Holder's    Notes, on or after the Stated Maturity thereof, or to institute suit for the    enforcement of any such payment, 

(7) reduce the percentage of the principal    amount of the Notes required for amendments or waivers,

(8) modify or change any provision of    the Indenture affecting the ranking of the Notes or any Note Guaranty in a    manner adverse to the Holders of the Notes,

(9) make any change in the provisions of    Sections 3.05 or 4.22 that adversely affects the rights of any Holder or amend    the terms of the Notes or the Indenture in a way that would result in the    loss of an exemption from any of the Taxes described thereunder or would otherwise    adversely affect any Noteholder for United States or Mexican tax purposes;    or 

(10) make any change in any Note Guaranty    that would adversely affect the Noteholders.

(c) It is not necessary for Noteholders    to approve the particular form of any proposed amendment, supplement or waiver,    but is sufficient if their consent approves the substance thereof.

(d) An amendment, supplement or waiver under    this Section will become effective on receipt by the Trustee of written consents    from the Holders of the requisite percentage in principal amount of the outstanding  Notes. After an amendment, supplement or waiver under this Section becomes    effective, the Company will send to the Holders affected thereby a notice    briefly describing the amendment, supplement or waiver. The Company will    send supplemental indentures to Holders upon request. Any failure of the    Company to send such notice, or any defect therein, will not, however, in    any way impair or affect the validity of any such supplemental indenture or    waiver.

Section 9.03 *. Effect of Consent.*(a) After an amendment,    supplement or waiver becomes effective, it will bind every Holder unless it    is of the type requiring the consent of each Holder affected. If the amendment,    supplement or waiver is of the type requiring the consent of each Holder affected,    the amendment, supplement or waiver will bind each Holder that has consented    to it and every subsequent Holder of a Note that evidences the same debt as    the Note of the consenting Holder.

(b) If an amendment, supplement or waiver    changes the terms of a Note, the Trustee may require the Holder to deliver    it to the Trustee so that the Trustee may place an appropriate notation of    the changed terms on the Note and return it to the Holder, or exchange it    for a new Note that reflects the changed terms. The Trustee may also place    an appropriate notation on any Note thereafter authenticated. However, the    effectiveness of the amendment, supplement or waiver is not affected by any    failure to annotate or exchange Notes in this fashion.

Section 9.04 *. Trustee's Rights and Obligations.*The    Trustee is entitled to receive, and will be fully protected in relying upon,    an Opinion of Counsel stating that the execution of any amendment, supplement    or waiver authorized pursuant to this Article is authorized or permitted by    the Indenture. If the Trustee has received such an Opinion of Counsel, it    shall sign the amendment, supplement or waiver so long as the same does not    adversely affect the rights of the Trustee. The Trustee may, but is not obligated    to, execute any amendment, supplement or waiver that affects the Trustee's    own rights, duties or immunities under the Indenture.

Section 9.05 *. Conformity With Trust Indenture Act.*Every    supplemental indenture executed pursuant to this Article shall conform to    the requirements of the Trust Indenture Act.

Section 9.06 *. Payments for Consents.*Neither the Company nor any of its Subsidiaries    or Affiliates may, directly or indirectly, pay or cause to be paid any consideration,    whether by way of interest, fee or otherwise, to any Holder for or as an inducement    to any consent, waiver or amendment of any of the terms or provisions of the    Indenture or the Notes unless such consideration is offered to be paid or    agreed to be paid to all Holders of the Notes that consent, waive or agree    to amend such term or provision within the time period set forth in the solicitation    documents relating to the consent, waiver or amendment.

 Article 10     Guaranties

Section 10.01 *. The Guaranties.*Subject to the provisions of this Article, each Guarantor    hereby irrevocably and unconditionally guarantees, jointly and severally,    on an unsecured basis, the full and punctual payment (whether at Stated Maturity,    upon redemption, purchase pursuant to an Offer to Purchase or acceleration,    or otherwise) of the principal of, premium, if any, and interest on, and all    other amounts payable under, each Note, and the full and punctual payment    of all other amounts payable by the Company under the Indenture.** Upon    failure by the Company to pay punctually any such amount, each Guarantor shall    forthwith on demand pay the amount not so paid at the place and in the manner    specified in the Indenture. 

Section 10.02 *. Guaranty Unconditional.*The obligations of each Guarantor hereunder are    unconditional and absolute and, without limiting the generality of the foregoing,    will not be released, discharged or otherwise affected by

(1) any extension, renewal, settlement,    compromise, waiver or release in respect of any obligation of the Company    under the Indenture or any Note, by operation of law or otherwise;

(2) any modification or amendment of or    supplement to the Indenture or any Note;

(3) any change in the corporate existence,    structure or ownership of the Company, or any insolvency, bankruptcy, reorganization    or other similar proceeding affecting the Company or its assets or any resulting    release or discharge of any obligation of the Company contained in the Indenture    or any Note;

(4) the existence of any claim, set‐off    or other rights which the Guarantor may have at any time against the Company,    the Trustee or any other Person, whether in connection with the Indenture    or any unrelated transactions, *provided* that nothing herein prevents    the assertion of any such claim by separate suit or compulsory counterclaim;

(5) any invalidity or unenforceability    relating to or against the Company for any reason of the Indenture or any    Note, or any provision of applicable law or regulation purporting to prohibit    the payment by the Company of the principal of or interest on any Note or    any other amount payable by the Company under the Indenture; or

(6) any other act or omission to act or    delay of any kind by the Company, the Trustee or any other Person or any other    circumstance whatsoever which might, but for the provisions of this paragraph,    constitute a legal or equitable discharge of or defense to such Guarantor's    obligations hereunder.

Section 10.03 *. Discharge;    Reinstatement.*Each Guarantor's obligations hereunder will remain in    full force and effect until the principal of, premium, if any, and interest    on the Notes and all other amounts payable by the Company under the Indenture    have been paid in full. If at any time any payment of the principal of, premium,    if any, or interest on any Note or any other amount payable by the Company    under the Indenture is rescinded or must be otherwise restored or returned    upon the insolvency, bankruptcy or reorganization of the Company or otherwise,    each Guarantor's obligations hereunder with respect to such payment will be    reinstated as though such payment had been due but not made at such time.

Section 10.04 *. Waiver by the Guarantors.*Each Guarantor    irrevocably waives acceptance hereof, presentment, demand, protest and any    notice not provided for herein, as well as any requirement that at any time    any action be taken by any Person against the Company or any other Person.

Each Guarantor expressly acknowledges that this    Guaranty is governed by the laws of the State of New York and expressly agrees    that any rights and privileges that such Guarantor might otherwise have under    the laws Mexico shall not be applicable to this Guaranty, including, but not    limited to, any benefit of *orden*,    *excusiόn*, *divisiόn*, *quita*, *novaciόn*, *espera* and *modificaciόn*    which may be available to it under articles 2813, 2814, 2815, 2816, 2817,    2818, 2820, 2821, 2822, 2823, 2827, 2836, 2840, 2842, 2845, 2846, 2847, 2848,    2849 of the Federal Civil Code of Mexico and the corresponding articles under    the Civil Code in effect for the Federal District of Mexico and in all other    states of Mexico. Each Guarantor represents that it is familiar with the contents    of these articles and agrees that they need not to be reproduced herein.

 Section 10.05    *. Subrogation and Contribution.*Upon    making any payment with respect to any obligation of the Company under this    Article, the Guarantor making such payment will be subrogated to the rights    of the payee against the Company with respect to such obligation, *provided*    that the Guarantor may not enforce either any right of subrogation, or any    right to receive payment in the nature of contribution, or otherwise, from    any other Guarantor, with respect to such payment so long as any amount payable    by the Company hereunder or under the Notes remains unpaid.

Section 10.06 *. Stay of Acceleration.*If acceleration of the time for payment of any    amount payable by the Company under the Indenture or the Notes is stayed upon    the insolvency, bankruptcy or reorganization of the Company, all such amounts    otherwise subject to acceleration under the terms of the Indenture are nonetheless    payable by the Guarantors hereunder forthwith on demand by the Trustee or    the Holders.

Section 10.07 *. Limitation on Amount of Guaranty.*Notwithstanding anything to the contrary    in this Article, each Guarantor, and by its acceptance of Notes, each Holder,    hereby confirms that it is the intention of all such parties that the Note    Guaranty of such Guarantor not constitute a fraudulent conveyance under applicable    fraudulent conveyance provisions of the United States Bankruptcy Code or any    comparable provision of state law. To effectuate that intention, the Trustee,    the Holders and the Guarantors hereby irrevocably agree that the obligations    of each Guarantor under its Note Guaranty are limited to the maximum amount    that would not render the Guarantor's obligations subject to avoidance under    applicable fraudulent conveyance provisions of the United States Bankruptcy    Code or any comparable provision of state law or Mexican law, as the case    may be. In addition, in compliance with Swiss law the aggregate amount payable    by each Swiss Subsidiary Guarantor will be limited for each such Swiss Subsidiary    Guarantor to an amount equal to the maximum amount of the freely distributable    retained earnings of such Swiss Subsidiary Guarantor as of such time.

Section 10.08 *. Execution    and Delivery of Guaranty.*The execution by each Guarantor of the Indenture    (or a supplemental indenture in the form of Exhibit B) evidences the    Note Guaranty of such Guarantor, whether or not the person signing as an officer    of the Guarantor still holds that office at the time of authentication of    any Note. The delivery of any Note by the Trustee after authentication constitutes    due delivery of the Note Guaranty set forth in the Indenture on behalf of    each Guarantor.

Section 10.09    *. Release of Guaranty.*The Note Guaranty    of a Guarantor will terminate upon

(1) a sale or other disposition (including    by way of consolidation or merger) of the Guarantor or the sale or disposition    of all or substantially all the assets of the Guarantor (in each case other    than to the Company or a Restricted Subsidiary) otherwise permitted by the    Indenture, 

(2) if the Note Guaranty was required    pursuant to the terms of the Indenture, the cessation of the circumstances    requiring the Note Guaranty,

(3) the designation in accordance with    the Indenture of the Guarantor as an Unrestricted Subsidiary, or

(4) defeasance or discharge of the Notes,    as provided in Article 8 .

Upon delivery by the Company to the Trustee of    an Officers' Certificate and an Opinion of Counsel to the foregoing effect,    the Trustee will execute any documents reasonably required in order to evidence    the release of the Guarantor from its obligations under its Note Guaranty.

 Article 11     Miscellaneous

 Section 11.01 . *Currency Indemnity*. U.S. dollars are the sole currency of account    and payment for all sums payable by the Company or the Guarantors under or    in connection with the Notes, including damages. Any amount received or recovered    in a currency other than dollars (whether as a result of, or of the enforcement    of, a judgment or order of a court of any jurisdiction, in the winding up    or dissolution of the Company or the Guarantors or otherwise) by any Holder    of a Note in respect of any sum expressed to be due to it from the Company    or the Guarantors shall constitute a discharge to the Company or the Guarantors    only to the extent of the dollar amount which the recipient is able to purchase    with the amount so received or recovered in that other currency on the date    of that receipt or recovery (or, if it is not practicable to make that purchase    on that date, on the first date on which it is practicable to do so). If that    dollar amount is less than the dollar amount expressed to be due to the recipient    under any Note, the Company or the Guarantors shall indemnify the recipient    against any loss sustained by it as a result. In any event, the Company or    the Guarantors shall indemnify the recipient against the cost of making any    such purchase. For the purposes of this Section 11.01 , it will be sufficient    for the Holder of a Note to certify in a satisfactory manner (indicating the    sources of information used) that it would have suffered a loss had an actual    purchase of dollars been made with the amount so received or recovered in    that other currency on the date of receipt or recovery (or, if a purchase    of dollars on such date had not been practicable, on the first date on which    it would have been practicable, it being required that the need for a change    of date be certified in the manner mentioned above). These indemnities constitute    a separate and independent obligation from the other obligations of the Company    or the Guarantors, shall give rise to a separate and independent cause of    action, shall apply irrespective of any indulgence granted by any Holder of    a Note and shall constitute in full force and effect despite any other judgment,    order, claim or proof for a liquidated amount in respect of any sum due under    any Note.

Section 11.02 *. Trust Indenture Act of 1939.*The Indenture    shall incorporate and be governed by the provisions of the Trust Indenture    Act that are required to be part of and to govern indentures qualified under    the Trust Indenture Act.

Section 11.03    *. Noteholder Communications; Noteholder Actions.*(a) The rights of Holders to communicate with other Holders with respect    to the Indenture or the Notes are as provided by the Trust Indenture Act,    and the Company and the Trustee shall comply with the requirements of Trust    Indenture Act Sections 312(a) and 312(b). Neither the Company nor the Trustee    will be held accountable by reason of any disclosure of information as to    names and addresses of Holders made pursuant to the Trust Indenture Act.

(b) (1) Any request, demand, authorization,  direction, notice, consent to amendment, supplement or waiver or other action  provided by this Indenture to be given or taken by a Holder (an "**act**")    may be evidenced by an instrument signed by the Holder delivered to the Trustee. The fact and date of the execution of the instrument, or the authority of    the person executing it, may be proved in any manner that the Trustee deems    sufficient.

(2) The Trustee may make reasonable rules    for action by or at a meeting of Holders, which will be binding on all the    Holders.

(c) Any act by the Holder of any Note binds    that Holder and every subsequent Holder of a Note that evidences the same    debt as the Note of the acting Holder, even if no notation thereof appears    on the Note. Subject to paragraph (d), a Holder may revoke an act as to its    Notes, but only if the Trustee receives the notice of revocation before the    date the amendment or waiver or other consequence of the act becomes effective.

(d) The Company may, but is not obligated    to, fix a record date (which need not be within the time limits otherwise    prescribed by Trust Indenture Act Section 316(c)) for the purpose of determining    the Holders entitled to act with respect to any amendment or waiver or in    any other regard, except that during the continuance of an Event of Default,    only the Trustee may set a record date as to notices of Default, any declaration    or acceleration or any other remedies or other consequences of the Event of    Default. If a record date is fixed, those Persons that were Holders at such    record date and only those Persons will be entitled to act, or to revoke any    previous act, whether or not those Persons continue to be Holders after the    record date. No act will be valid or effective for more than 90 days after    the record date.

Section 11.04 *. Notices.*(a) Any notice or communication    to the Company will be deemed given if in writing (i) when delivered in person    or (ii) five days after mailing when mailed by first class mail, or (iii)    when sent by facsimile transmission, with transmission confirmed. Notices    or communications to a Guarantor will be deemed given if given to the Company. Any notice to the Trustee will be effective only upon receipt. In each case    the notice or communication should be addressed as follows:

*if to the Company:*

Vitro, S.A.B. de C.V.     Ave. Ricardo Margain Zozaya 400     Col. Valle  del Campestre     San Pedro Garza Garcia     66265 Nuevo Leon, Mexico    Fax (5281)88631515

*if to the Trustee*:

The Bank of  New York    101 Barclay Street, 4E  New York,  New    York  10286    United States of America        Fax (212) 815-5802/03

The Company or the Trustee by notice    to the other may designate additional or different addresses for subsequent    notices or communications. 

(b) Except as otherwise expressly provided    with respect to published notices, any notice or communication to a Holder    will be deemed given when mailed to the Holder at its address as it appears    on the Register by first class mail or, as to any Global Note registered in    the name of DTC or its nominee, as agreed by the Company, the Trustee and    DTC. Copies of any notice or communication to a Holder, if given by the Company,    will be mailed to the Trustee at the same time. Defect in mailing a notice    or communication to any particular Holder will not affect its sufficiency    with respect to other Holders. 

(c) Where the Indenture provides for notice,    the notice may be waived in writing by the Person entitled to receive such    notice, either before or after the event, and the waiver will be the equivalent    of the notice. Waivers of notice by Holders must be filed with the Trustee,    but such filing is not a condition precedent to the validity of any action    taken in reliance upon such waivers.

Section 11.05    *. Certificate and Opinion as to Conditions    Precedent.*Upon any request or application by the Company to the Trustee    to take any action under the Indenture, the Company will furnish to the Trustee:

(1) an Officers' Certificate stating that,    in the opinion of the signers, all conditions precedent, if any, provided    for in the Indenture relating to the proposed action have been complied with;    and

(2) an Opinion of Counsel stating that    all such conditions precedent have been complied with.

Section 11.06 *. Statements    Required in Certificate or Opinion.*Each certificate or opinion with    respect to compliance with a condition or covenant provided for in the Indenture    must include:

(1) a statement that each person signing    the certificate or opinion has read the covenant or condition and the related    definitions;

(2) a brief statement as to the nature    and scope of the examination or investigation upon which the statement or    opinion contained in the certificate or opinion is based;

(3) a statement that, in the opinion of    each such person, that person has made such examination or investigation as    is necessary to enable the person to express an informed opinion as to whether    or not such covenant or condition has been complied with; and

(4) a statement as to whether or not,    in the opinion of each such person, such condition or covenant has been complied    with, *provided* that an Opinion of Counsel may rely on an Officers'    Certificate or certificates of public officials with respect to matters of    fact.

Section 11.07 *. Payment    Date Other Than a Business Day.*If any payment with respect to a payment    of any principal of, premium, if any, or interest on any Note (including any    payment to be made on any date fixed for redemption or purchase of any Note)    is due on a day which is not a Business Day, then the payment need not be    made on such date, but may be made on the next Business Day with the same    force and effect as if made on such date, and no interest will accrue for    the intervening period.

Section 11.08 *. Governing Law.*The Indenture, including    any Note Guaranties, and the Notes shall be governed by, and construed in    accordance with, the laws of the State of  New York.

 Section 11.09 *. Consent to Jurisdiction and Service.*  The Company, and each Guarantor party hereto has appointed CT Corporation  System, 111 Eighth Avenue, 13th Floor, New York, New York, 10011, USA as its  agent (the "**Authorized Agent**") upon whom process may    be served in any actions arising out of, based on, or relating to the Notes,    this Indenture, the Note Guaranties or the transactions contemplated hereby    or brought under U.S. Federal or state securities laws brought in any U.S.    Federal or state court located in the Borough of Manhattan in The City of    New York, expressly consent to the jurisdiction of any such court in respect    of any such action, and waive any other requirements of or objections to personal    jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company and each Guarantor party hereto represents and warrants that the    Authorized Agent has agreed to act as such agent for service of process and    agrees to take any and all action, including the filing of any and all documents    and instruments, that may be necessary to continue such appointment in full    force and effect as aforesaid. Service of process upon the Authorized Agent    and written notice of such service to the Company and each of the Guarantors    party hereto shall be deemed, in every respect, effective service of process    upon the Company and each of the Guarantors party hereto.

The parties hereto irrevocably agree that any    legal suit, action or proceeding against any of them arising out of, based    on, or relating to the Notes, this Indenture or the transactions contemplated    hereby may be instituted in any U.S. Federal or state court in the Borough    of Manhattan in The City of New York. Each of the parties hereto expressly    and irrevocably waives, to the fullest extent permitted by law, any objection    which it may now or hereafter have to the laying of venue of any such suit,    action or proceeding brought in such a court and any claim that any such suit,    action or proceeding brought in such a court has been brought in an inconvenient    forum. To the extent that any party hereto has or hereafter may acquire any    immunity (on the grounds of sovereignty or otherwise) from the jurisdiction    of any court or from any legal process with respect to itself or its property,    such party irrevocably waives, to the fullest extent permitted by law, such    immunity in respect of any such suit, action or proceeding.

Section    11.10 *. No Adverse Interpretation of Other  Agreements.*The Indenture may not be used to interpret another indenture or loan or    debt agreement of the Company or any Subsidiary of the Company, and no such    indenture or loan or debt agreement may be used to interpret the Indenture.

Section 11.11 *. Successors.*All agreements of the Company    or any Guarantor in the Indenture and the Notes will bind its successors. All agreements of the Trustee in the Indenture will bind its successor.

Section 11.12    *. Duplicate Originals.*The parties may    sign any number of copies of the Indenture. Each signed copy shall be an    original, but all of them together represent the same agreement.

Section 11.13 *. Separability.*In case any provision    in the Indenture or in the Notes is invalid, illegal or unenforceable, the    validity, legality and enforceability of the remaining provisions will not    in any way be affected or impaired thereby.

Section 11.14 *. Table of Contents and Headings.*The    Table of Contents, Cross-Reference Table and headings of the Articles and    Sections of the Indenture have been inserted for convenience of reference    only, are not to be considered a part of the Indenture and in no way modify    or restrict any of the terms and provisions of the Indenture.

Section 11.15 *.  No Liability of Directors, Officers, Employees, Incorporators, Members and  Stockholders.*No director, officer, employee, incorporator, member or stockholder of    the Company or any Guarantor, as such, will have any liability for any obligations    of the Company or such Guarantor under the Notes, any Note Guaranty or the    Indenture or for any claim based on, in respect of, or by reason of, such    obligations. Each Holder of Notes by accepting a Note waives and releases    all such liability. The waiver and release are part of the consideration for    issuance of the Notes.

 Section 11.16    *.**Luxembourg**Law Provision.* The Company and the Guarantors expressly accept and confirm    for the purposes of articles 1278 and 1281 of the Luxembourg civil code that,    notwithstanding any assignment, transfer and/or novation made pursuant to    this Indenture, the security created or guarantee given shall be preserved    for the benefit of the Trustee and secures and guarantees all obligations    of the Company and the Guarantors (including without limitation, all obligations    with respect to all rights and/or obligations so assigned, transferred or    novated) and shall be preserved for the benefit of any successor and assign    of the Trustee (if any).

 Section 11.17    *.  Waiver of Jury Trial.*ALL PARTIES HERETO    HEREBY IRREVOCABLY WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING    OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT    OF OR RELATING TO THIS INDENTURE, THE NOTES, ANY NOTE GUARANTY OR THE TRANSACTIONS    CONTEMPLATED THEREBY.

SIGNATURES

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

VITRO, S.A.B. de C.V.          as Issuer

By:
  
Name:

Ramon          Leal Chapa
 
Title:

Attorney          in Fact
 
By:
  
Name:

Rafael          Colome Carrasco
 
Title:

Attorney          in Fact

 

THE BANK OF NEW YORK          as Trustee, Registrar and Paying Agent

By:
  
Name:
  
Title:
  
      VIMEXICO, S.A.    DE C.V.;

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

VITRO CORPORATIVO, S.A. DE C.V.;

VITRO ENVASES HOLDING, S.A. DE C.V.;

TALLER DE COLECCION VITRO, S.A. DE C.V.; 

SERVICIOS CORPORATIVOS DE  EDIFICACIONES,    S.A. DE C.V.;

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

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

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

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

VIDRIERA MEXICO,  S.A. DE C.V.;

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

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

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

SERVICIOS INTEGRALES DE  ACABADOS,    S.A. DE C.V.; 

INMOBILIARIA LOMA DEL TORO, S.A. DE C.V.;    

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

COMERCIALIZADORA ALCALI, S. DE R.L. DE C.V.;

VIDRIO LUX, S.A.;

VITRO PACKAGING, INC.;

CENTRO DE TECNOLOGIA VIDRIERA, LTD.;

VITRO EUROPA, LTD.; 

AMERICAN ASSET HOLDINGS, CORP.;

CRISA HOLDINGS CORP.;

TROPER INC.;

IMPERIAL ARTS CORP.;

TROPER SERVICES, INC.;

SFK INDUSTRIES, INC.;

ALLIANCE PRECISION PRODUCTS CORPORATION;

AMSILCO HOLDINGS, INC.;

BBO HOLDINGS, INC.;

CRISA CORP.;

VK CORP.;

VITRO AUTOMOTRIZ, S.A. DE C.V.;

VITRO FLEX, S.A. DE C.V.;

DISTRIBUIDORA NACIONAL DE VIDRIO, S.A. DE    C.V.;

VITRO VIDRIO Y CRISTAL, S.A. DE C.V.;

VITRO FLOTADO  CUBIERTAS,    S.A. DE C.V.;

DISTRIBUIDOR VIDRIERO LAN, S.A. DE C.V.;

  VITROCAR, S.A.    DE C.V.;

CRISTALES INASTILLABLES DE MEXICO,  S.A.    DE C.V.;

VIDRIO  PLANO  DE MEXICO,  S.A. DE C.V.;

VVP HOLDINGS CORP.;

VVP SYNDICATION, INC.;

VVP AUTOGLASS, INC.;

VITRO AMERICA, INC.;

SUPER SKY PRODUCTS, INC.;

SUPER SKY INTERNATIONAL, INC.;

VVP FINANCE CORP.;

SUPER SKY CONSTRUCTORS, INC.;

VITRO COLOMBIA,  S.A.; 

VVP EUROPA HOLDINGS, B.V.;

VITRO DO BRASIL INDUSTRIA E COMERCIO, LTDA.;

ORIENTAL GLASS, INC.;

VITRO CHEMICALS, FIBERS AND MINING, INC.;

VITROSA HOLDING, LTD.; AND

VITRO GLOBAL, LTD.,

 as Guarantors

By:
  
Name:

Ramon          Leal Chapa
 
Title:

Attorney          in Fact

By:
  
Name:

Rafael          Colome Carrasco
 
Title:

Attorney          in Fact

**EXHIBIT A**

[FACE    OF NOTE]VITRO, S.A.B. de C.V.

8.625% Senior Note Due 2012

CUSIP    _______________

No. $_______________

VITRO, S.A.B. de C.V., a *sociedad anonima bursatil de capital variable* organized under the  laws of Mexico corporation (the "**Company**", which term includes any    successor under the Indenture hereinafter referred to), for value received,    promises to pay to ____________________, or its registered assigns, the principal    sum of ____________ DOLLARS ($______) or such other amount as indicated on    the Schedule of Exchange of Notes attached hereto on February 1, 2012.

[Initial]1 Interest Rate: 8.625%    per annum.

Interest Payment Dates: August 1 and February    1, commencing August 1, 2007.

Regular Record Dates: July 15 and January 15.

Reference is hereby made to the further provisions    of this Note set forth on the reverse hereof, which will for all purposes    have the same effect as if set forth at this place.

IN WITNESS WHEREOF, the Company has caused this Note to be signed    manually or by facsimile by its duly authorized officers.

Date:

VITRO, S.A.B. de C.V.
 
By:
   
Name:
   
Title:
 
 

 

1 For Initial Notes or Initial Additional Notes only.

 

(Form of Trustee's    Certificate of Authentication)

This is one of the 8.625% Senior Notes Due 2012 described in    the Indenture referred to in this Note.

THE BANK OF NEW YORK, as Trustee

By:
  
Authorized Signatory

 

[REVERSE SIDE OF NOTE]    VITRO, S.A.B. de C.V.

8.625% Senior Note Due 2012

1. *Principal and Interest.*

The Company promises to pay the principal of this Note on February    1, 2012.

The Company promises to pay interest on the principal amount    of this Note on each interest payment date, as set forth on the face of this    Note, at the rate of 8.625% per annum (subject to adjustment as provided below).

Interest will be payable semiannually (to the Holders of record    of the Notes at the close of business on the July 15 or January 15 immediately    preceding the interest payment date) on each interest payment date, commencing    August 1, 2007.

[The Holder of this Note is entitled to the benefits of the  Registration Rights Agreement, dated February 1, 2007, between the Company and  the Initial Purchasers named therein (the "**Registration Rights Agreement**").  In the event that neither the Exchange Offer Registration Statement (as  defined in the Registration Rights Agreement) nor the Shelf Registration  Statement (as defined in the Registration Rights Agreement) is declared  effective on or prior to the date that is 210 days after the Issue Date (the "**Effectiveness    Deadline**"), the interest rate on this Note will increase by a rate of    0.50% per annum until the Exchange Offer Registration Statement or the Shelf    Registration Statement is declared effective by the Commission. If the Exchange    Offer Registration Statement is declared effective but the Exchange Offer    is not consummated on or prior to the earlier to occur of 30 Business Days    after the date of effectiveness of the Exchange Offer Registration Statement    or 30 days after the Effectiveness Deadline, the interest rate on this Note    will increase by a rate of 0.50% per annum, up to a maximum increase of 1.00%    per annum in total, until the Exchange Offer is consummated. ]2

The interest rate on this Note (increased as the case may be    with additional interest referred to above) will increase by 1.00% per annum    commencing on the date that is 90 days after the Issue Date if, as of such    date, each of the Specified Guarantors has not unconditionally guaranteed,    jointly and severally, on an unsecured basis, the obligations of the Company    pursuant to the Notes and this Indenture by executing a supplemental indenture.

Interest on this Note will accrue from the most recent date to    which interest has been paid on this Note [or the Note surrendered in exchange    for this Note]3 (or, if there is no existing default    in the payment of interest and if this Note is authenticated between a regular    record date and the next interest payment date, from such interest payment    date) or, if no interest has been paid, from [the Issue Date].4 Interest will be computed on the basis of a 360-day    year of twelve 30-day months.

The Company will pay interest on overdue principal, premium,    if any, and interest at a rate per annum that is 2.0% in excess of 8.625%. Interest not paid when due and any interest on principal, premium or interest    not paid when due will be paid to the Persons that are Holders on a special    record date, which will be the 15th day preceding the date fixed by the Company    for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each    Holder and to the Trustee a notice that sets forth the special record date,    the payment date and the amount of interest to be paid.

2. *Indentures; Note Guaranty.*

This is one of the Notes issued under an Indenture dated as of  February 1, 2007 (as amended from time to time, the "**Indenture**"), among    the Company, the Guarantors party thereto and The Bank of New York, as Trustee. Capitalized terms used herein are used as defined in the Indenture unless    otherwise indicated. The terms of the Notes include those stated in the Indenture    and those made part of the Indenture by reference to the Trust Indenture Act. The Notes are subject to all such terms, and Holders are referred to the Indenture    and the Trust Indenture Act for a statement of all such terms. To the extent    permitted by applicable law, in the event of any inconsistency between the    terms of this Note and the terms of the Indenture, the terms of the Indenture    will control.

The Notes are general unsecured obligations of the Company. The Indenture limits the original aggregate principal amount of the Notes    to $300,000,000, but Additional Notes may be issued pursuant to the Indenture,    and the originally issued Notes and all such Additional Notes vote together    for all purposes as a single class. This Note is guarantied as set forth    in the Indenture.

3. *Redemption and Repurchase; Discharge Prior    to Redemption or Maturity.*

This Note is subject to optional redemption, and may be the subject    of an Offer to Purchase, as further described in the Indenture. There is    no sinking fund or mandatory redemption applicable to this Note.

If the Company deposits with the Trustee money or U.S. Government    Obligations sufficient to pay the then outstanding principal of, premium,    if any, and accrued interest on the Notes to redemption or maturity, the Company    may in certain circumstances be discharged from the Indenture and the Notes    or may be discharged from certain of its obligations under certain provisions    of the Indenture.

4. *Registered Form; Denominations; Transfer;    Exchange.*

The Notes are in registered form without coupons in denominations    of $2,000 principal amount and any integral multiple of $1,000 in excess thereof. A Holder may register the transfer or exchange of Notes in accordance with    the Indenture. The Trustee may require a Holder to furnish appropriate endorsements    and transfer documents and to pay any taxes and fees required by law or permitted    by the Indenture. Pursuant to the Indenture, there are certain periods during    which the Trustee will not be required to issue, register the transfer of    or exchange any Note or certain portions of a Note.

5. *Defaults and Remedies.*

If an Event of Default, as defined in the Indenture, occurs and    is continuing, the Trustee or the Holders of at least 25% in principal amount    of the Notes may declare all the Notes to be due and payable. If a bankruptcy    or insolvency default with respect to the Company occurs and is continuing,    the Notes automatically become due and payable. Holders may not enforce the    Indenture or the Notes except as provided in the Indenture. The Trustee may    require indemnity satisfactory to it before it enforces the Indenture or the    Notes. Subject to certain limitations, Holders of a majority in principal    amount of the Notes then outstanding may direct the Trustee in its exercise    of remedies.

6. *Amendment and Waiver.*

Subject to certain exceptions, the Indenture and the Notes may    be amended, or default may be waived, with the consent of the Holders of a    majority in principal amount of the outstanding Notes. Without notice to    or the consent of any Holder, the Company and the Trustee may amend or supplement    the Indenture or the Notes to, among other things, cure any ambiguity, defect    or inconsistency if such amendment or supplement does not materially and adversely    affect the rights of any Holder.

7. *Authentication.*

This Note is not valid until the Trustee (or Authenticating Agent)    signs the certificate of authentication on the other side of this Note.

8. *Governing Law.*

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

9. *Abbreviations.*

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

The Company will furnish a copy of the Indenture to any Holder    upon written request and without charge. 

2Include only for Initial Note or Initial Additional      Note.

3Include only for Exchange Note.

4For Additional Notes, should be the date of their original      issue.

 

[FORM OF TRANSFER    NOTICE]

FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),    assign(s) and transfer(s) unto

Insert Taxpayer Identification No.
  
Please          print or typewrite name and address including zip code of assignee
 
the          within Note and all rights thereunder, hereby irrevocably constituting          and appointing
 
attorney to transfer said Note on the books    of the Company with full power of substitution in the premises.

 

[THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES    BEARING A RESTRICTED LEGEND]

In connection with any transfer of this Note occurring prior    to ______________, the undersigned confirms that such transfer is made without    utilizing any general solicitation or general advertising and further as follows:

*Check One*

 (1) This Note is being transferred to a  "qualified institutional    buyer" in compliance with Rule 144A under the Securities Act of 1933, as amended    and certification in the form of Exhibit F to the Indenture is being furnished    herewith. 

 (2) This Note is being transferred to a Non-U.S. Person    in compliance with the exemption from registration under the Securities Act    of 1933, as amended, provided by Regulation S thereunder, and certification    in the form of Exhibit E to the Indenture is being furnished herewith.

*or*

 (3) This Note is being transferred other than in accordance    with (1) or (2) above and documents are being furnished which comply with    the conditions of transfer set forth in this Note and the Indenture.

If none of the foregoing boxes is checked, the    Trustee is not obligated to register this Note in the name of any Person other    than the Holder hereof unless and until the conditions to any such transfer    of registration set forth herein and in the Indenture have been satisfied.
 
Date:
   
Seller

By
 
NOTICE: The signature to this assignment    must correspond with the name as written upon the face of the within‐mentioned    instrument in every particular, without alteration or any change whatsoever.

Signature Guarantee:5
 
By
 
To be executed by an executive officer

 

5Signatures must be guaranteed by an "**eligible guarantor      institution**" meeting the requirements of the Registrar, which    requirements include membership or participation in the Securities Transfer    Association Medallion Program ("**STAMP"**) or such other "**signature guarantee      program**" as may be determined by the Registrar in addition to, or in      substitution for, STAMP, all in accordance with the Securities Exchange      Act of 1934, as amended.

 

OPTION OF HOLDER TO    ELECT PURCHASE

If you wish to have all of this Note purchased by the Company    pursuant to Sections 4.13 or 4.12 of the Indenture, check the box: 9

If you wish to have a portion of this Note purchased by the Company    pursuant to Sections 4.13 or 4.12 of the Indenture, state the amount (in original    principal amount) below:

$_____________________.

Date:____________

Your Signature:__________________________

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

Signature Guarantee:1_____________________________

1Signatures must be guaranteed by an "**eligible guarantor      institution**" meeting the requirements of the Trustee, which    requirements include membership or participation in the Securities Transfer    Association Medallion Program ("**STAMP**") or such other "**signature guarantee      program**" as may be determined by the Trustee in addition to, or in substitution      for, STAMP, all in accordance with the Securities Exchange Act of 1934,      as amended.

**SCHEDULE OF TRANSFERS OR EXCHANGES OF NOTES1**

The following exchanges of a part of this Global Note    for Certificated Notes or a part of another Global Note have been made:

**Date of Transfer or Exchange**

**Amount of decrease            in principal amount            of this Global Note**

**Amount of increase            in principal amount            of this Global Note**

**Principal amount of            this Global Note            following such            decrease (or            increase)**

**Signature of            authorized officer of            Trustee**
          
1For Global Notes

**EXHIBIT B**

**SUPPLEMENTAL INDENTURE**    dated as of __________, ____    among    VITRO, S.A.B. de C.V.,    The Guarantors Party Hereto    and    THE BANK OF NEW YORK,    as Trustee, Registrar and Paying Agent

8.625%    Senior Notes due    2012

This Supplemental Indenture, dated as of of  __________, ____, (this "Supplemental Indenture"), among Vitro S.A.B. de C.V.,    a Mexican corporation (*sociedad anonima    bursatil de capital variable*) (together with its successors and assigns,  the "Company"), each of the Subsidiaries identified under the caption "NEW  GUARANTORS" on the signature pages hereto (individually, a "New Guarantor"  and collectively, the "New Guarantors"), each of the Subsidiaries identified    under the caption "EXISTING GUARANTORS" on the signature pages hereto (individually,  an "Existing Guarantor" and collectively, the "Existing Guarantors"),  and The Bank of New York, as Trustee (the "Trustee") registrar (the "Registrar")  and paying agent (the "Paying Agent").

RECITALS

WHEREAS, the Company, the Existing Guarantors  and the Trustee entered into the Indenture, dated as of February 1, 2007 (the  "Indenture"), relating to the Company's 8.625% Senior Notes due 2012 (the  "Notes"); 

WHEREAS, as a condition to the Trustee entering    into the Indenture and the purchase of the Notes by the Holders, the Company    agreed pursuant to the Indenture to cause the New Guarantors to provide Guaranties.

AGREEMENT

NOW, THEREFORE, in consideration of the premises    and mutual covenants herein contained and intending to be legally bound, the    parties to this Supplemental Indenture hereby agree as follows:

Section 1. Capitalized terms used herein and    not otherwise defined herein are used as defined in the Indenture.

Section 2. Each New Guarantor, by its execution    of this Supplemental Indenture, agrees to be a Guarantor under the Indenture    and to be bound by the terms of the Indenture applicable to Guarantors, including,    but not limited to, Article 10 thereof.

Section 3. This Supplemental Indenture shall    be governed by and construed in accordance with the laws of the State of  New    York.

Section 4. This Supplemental Indenture may be    signed in various counterparts which together will constitute one and the    same instrument.

Section 5. This Supplemental    Indenture is an amendment supplemental to the Indenture and the Indenture    and this Supplemental Indenture will henceforth be read together.

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

VITRO, S.A.B. de C.V., as Issuer

By:
  
Name:
  
Title:
 
NEW GUARANTORS

[NEW GUARANTOR]

By:
  
Name:
  
Title:
 
EXISTING GUARANTORS

[EXISTING GUARANTOR]

By:
  
Name:
  
Title:
 
THE BANK OF NEW YORK, as Trustee, Registrar and Paying Agent

By:
  
Name:
 
**EXHIBIT C**

RESTRICTED    LEGEND

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES    ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD,    PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER

(1) REPRESENTS THAT

(A) IT AND ANY ACCOUNT FOR WHICH IT IS    ACTING IS A "QUALIFIED INSTITUTIONAL BUYER" (WITHIN THE MEANING OF RULE 144A    UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION    WITH RESPECT TO EACH SUCH ACCOUNT OR

(B) IT IS NOT A  U.S.    PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND

(2) AGREES FOR THE BENEFIT OF THE COMPANY    THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY    BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND    ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY

(A) TO THE COMPANY,

(B) PURSUANT TO A REGISTRATION STATEMENT    WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT,

(C) TO A QUALIFIED INSTITUTIONAL BUYER    IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,

(D) IN AN OFFSHORE TRANSACTION IN COMPLIANCE    WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR

(E) PURSUANT TO AN EXEMPTION FROM REGISTRATION    PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION    FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PRIOR TO THE REGISTRATION OF ANY TRANSFER    IN ACCORDANCE WITH (2)(E) ABOVE, THE COMPANY RESERVES THE RIGHT TO REQUIRE    THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY    REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS    BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES    LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION    FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

**EXHIBIT D**

DTC    LEGEND

UNLESS THIS CERTIFICATE IS PRESENTED BY AN  AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK  CORPORATION ("**DTC**"),    TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,    AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR    IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC    (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED    BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE    HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS    THE REGISTERED OWNER HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN.

[TRANSFERS OF THIS GLOBAL NOTE ARE LIMITED TO    TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A    SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF    THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER    PROVISIONS OF THE INDENTURE.]

**EXHIBIT E**

Regulation    S Certificate

_________, ____

The Bank of  New    York    101 Barclay Street, 4E  New York,  New    York  10286    United States of America    Attention: Corporate Trust Administration

Re:

VITRO, S.A. de          C.V. (the "**Company**")            8.625% SENIOR            Notes due 2012 (the "**Notes**")            Issued under the Indenture (the "**Indenture**") dated as            as of February 1, 2007 relating to the Notes

Ladies and Gentlemen:

Terms are used in this Certificate as used in    Regulation S ("Regulation S") under the Securities Act of 1933, as amended    (the "Securities Act"), except as otherwise stated herein.

*[CHECK A OR B AS APPLICABLE.]*

A. This Certificate relates to our proposed transfer    of $____ principal amount of Notes issued under the Indenture. We hereby    certify as follows:

1. The offer and sale of the Notes    was not and will not be made to a person in the United States (unless such    person is excluded from the definition of "U.S. person" pursuant to Rule  902(k)(2)(vi) or the account held by it for which it is acting is excluded  from the definition of "U.S. person" pursuant to Rule 902(k)(2)(i) under    the circumstances described in Rule 902(h)(3)) and such offer and sale was    not and will not be specifically targeted at an identifiable group of  U.S.    citizens abroad.

2. Unless the circumstances described    in the parenthetical in paragraph 1 above are applicable, either (a) at the    time the buy order was originated, the buyer was outside the United States    or we and any person acting on our behalf reasonably believed that the buyer    was outside the United States or (b) the transaction was executed in, on or    through the facilities of a designated offshore securities market, and neither    we nor any person acting on our behalf knows that the transaction was pre-arranged    with a buyer in the  United States.

3. Neither we, any of our affiliates,    nor any person acting on our or their behalf has made any directed selling    efforts in the  United States with respect to the Notes.

4. The proposed transfer of Notes    is not part of a plan or scheme to evade the registration requirements of    the Securities Act.

B. This Certificate relates to our proposed exchange    of $____ principal amount of Notes issued under the Indenture for an equal    principal amount of Notes to be held by us. We hereby certify as follows:

1. At the time the offer and sale    of the Notes was made to us, either (i) we were not in the United States or    (ii) we were excluded from the definition of "U.S. person" pursuant to Rule    902(k)(2)(vi) or the account held by us for which we were acting was excluded    from the definition of "U.S. person" pursuant to Rule 902(k)(2)(i) under the    circumstances described in Rule 902(h)(3); and we were not a member of an    identifiable group of U.S. citizens abroad.

2. Unless the circumstances described    in paragraph 1(ii) above are applicable, either (a) at the time our buy order    was originated, we were outside the  United States or (b) the transaction    was executed in, on or through the facilities of a designated offshore securities    market and we did not pre-arrange the transaction in the  United    States.

3. The proposed exchange of Notes    is not part of a plan or scheme to evade the registration requirements of    the Securities Act.

You and the Company are entitled to rely upon this Certificate    and are irrevocably authorized to produce this Certificate or a copy hereof    to any interested party in any administrative or legal proceeding or official    inquiry with respect to the matters covered hereby.

Very truly yours,

[NAME OF SELLER (FOR TRANSFERS) OR OWNER          (FOR EXCHANGES)]

By:
  
Name:
  
Title:
  
Address:
 
Date: _________________

**EXHIBIT F**

Rule    144A Certificate

_________, ____

The Bank of  New    York    101 Barclay Street, 4E  New York,  New    York  10286    United States of America    Attention: Corporate Trust Administration

Re:

VITRO, S.A. de          C.V. (the "**Company**")            8.625% SENIOR            Notes due 2012 (the "**Notes**")            Issued under the Indenture (the "**Indenture**") dated as            as of February 1, 2007 relating to the Notes

Ladies and Gentlemen:

TO BE COMPLETED BY PURCHASER IF (1) ABOVE IS CHECKED.

This Certificate relates to:

*[CHECK A OR B AS APPLICABLE.]*

A. Our proposed purchase of $____ principal amount    of Notes issued under the Indenture.

B. Our proposed exchange of $____ principal amount    of Notes issued under the Indenture for an equal principal amount of Notes    to be held by us.

We and, if applicable, each account for which    we are acting in the aggregate owned and invested more than $100,000,000 in    securities of issuers that are not affiliated with us (or such accounts, if    applicable), as of _________, 200_, which is a date on or since close of our    most recent fiscal year. We and, if applicable, each account for which we    are acting, are a qualified institutional buyer within the meaning of Rule    144A ("Rule 144A") under the Securities Act of 1933, as amended (the "Securities    Act"). If we are acting on behalf of an account, we exercise sole investment    discretion with respect to such account. We are aware that the transfer of    Notes to us, or such exchange, as applicable, is being made in reliance upon    the exemption from the provisions of Section 5 of the Securities Act provided    by Rule 144A. Prior to the date of this Certificate we have received such    information regarding the Company as we have requested pursuant to Rule 144A(d)(4)    or have determined not to request such information.

You and the Company are entitled to rely upon    this Certificate and are irrevocably authorized to produce this Certificate    or a copy hereof to any interested party in any administrative or legal proceeding    or official inquiry with respect to the matters covered hereby.

Very truly yours,

[NAME OF PURCHASER (FOR TRANSFERS) OR          OWNER (FOR EXCHANGES)]

By:
  
Name:
  
Title:
  
Address:
 
Date: _________________

**EXHIBIT G**

Institutional    Accredited Investor Certificate

The Bank of  New    York    101 Barclay Street, 4E  New York,  New    York  10286    United States of America    Attention: Corporate Trust Administration

Re:

VITRO, S.A. de          C.V. (the "**Company**")            8.625% SENIOR            Notes due 2012 (the "**Notes**")            Issued under the Indenture (the "**Indenture**") dated as            as of February 1, 2007 relating to the Notes

Ladies and Gentlemen:

This Certificate relates to:

*[CHECK A OR B AS APPLICABLE.]*

A. Our proposed purchase of $____ principal amount    of Notes issued under the Indenture.

B. Our proposed exchange of $____ principal amount    of Notes issued under the Indenture for an equal principal amount of Notes    to be held by us.

We hereby confirm that:

1. We are an institutional "accredited    investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation    D under the Securities Act of 1933, as amended (the "Securities Act") (an "Institutional Accredited Investor").

2. Any acquisition of Notes by us    will be for our own account or for the account of one or more other Institutional    Accredited Investors as to which we exercise sole investment discretion.

3. We have such knowledge and experience    in financial and business matters that we are capable of evaluating the merits    and risks of an investment in the Notes and we and any accounts for which    we are acting are able to bear the economic risks of and an entire loss of    our or their investment in the Notes.

4. We are not acquiring the Notes    with a view to any distribution thereof in a transaction that would violate    the Securities Act or the securities laws of any State of the United States    or any other applicable jurisdiction; *provided* that the disposition    of our property and the property of any accounts for which we are acting as    fiduciary will remain at all times within our and their control.

5. We acknowledge that the Notes have    not been registered under the Securities Act and that the Notes may not be    offered or sold within the United States or to or for the benefit of  U.S. persons except    as set forth below.

6. The principal amount of Notes to    which this Certificate relates is at least equal to $100,000.

We agree for the benefit of the Company, on our  own behalf and on behalf of each account for which we are acting, that such  Notes may be offered, sold, pledged or otherwise transferred only in  accordance with the Securities Act and any applicable securities laws of any  State of the United States and only (a) to the Company, (b) pursuant to a  registration statement which has become effective under the Securities Act,  (c) to a qualified institutional buyer in compliance with Rule 144A under the  Securities Act, (d) in an offshore transaction in compliance with Rule 904 of  Regulation S under the Securities Act, (e) in a principal amount of not less  than $100,000, to an Institutional Accredited Investor that, prior to such  transfer, delivers to the Trustee a duly completed and signed certificate (the  form of which may be obtained from the Trustee) relating to the restrictions  on transfer of the Notes or (f) pursuant to an exemption from registration  provided by Rule 144 under the Securities Act or any other available exemption  from the registration requirements of the Securities Act. 

Prior to the registration of any transfer in accordance    with (c) or (d) above, we acknowledge that a duly completed and signed certificate    (the form of which may be obtained from the Trustee) must be delivered to    the Trustee. Prior to the registration of any transfer in accordance with    (e) or (f) above, we acknowledge that the Company reserves the right to require    the delivery of such legal opinions, certifications or other evidence as may    reasonably be required in order to determine that the proposed transfer is    being made in compliance with the Securities Act and applicable state securities    laws. We acknowledge that no representation is made as to the availability    of any Rule 144 exemption from the registration requirements of the Securities    Act.

We understand that the Trustee will not be required    to accept for registration of transfer any Notes acquired by us, except upon    presentation of evidence satisfactory to the Company and the Trustee that    the foregoing restrictions on transfer have been complied with. We further    understand that the Notes acquired by us will be in the form of definitive    physical certificates and that such certificates will bear a legend reflecting    the substance of the preceding paragraph. We further agree to provide to    any person acquiring any of the Notes from us a notice advising such person    that resales of the Notes are restricted as stated herein and that certificates    representing the Notes will bear a legend to that effect.

We agree to notify you promptly in writing if    any of our acknowledgments, representations or agreements herein ceases to    be accurate and complete.

We represent to you that we have full power to    make the foregoing acknowledgments, representations and agreements on our    own behalf and on behalf of any account for which we are acting.

You and the Company are entitled to rely upon    this Certificate and are irrevocably authorized to produce this Certificate    or a copy hereof to any interested party in any administrative or legal proceeding    or official inquiry with respect to the matters covered hereby.

Very truly yours,

[NAME OF PURCHASER (FOR TRANSFERS) OR          OWNER (FOR EXCHANGES)]

By:
  
Name:
  
Title:
  
Address:
 
Date: _________________

Upon transfer, the Notes would be registered in the name of the    new beneficial owner as follows:

By:  _________________________________

Date:  ________________________________

Taxpayer ID number: ___________________