EXHIBIT
      4.21














MASTER
      COLLATERAL AND INTERCREDITOR AGREEMENT





dated
      as
      of





July
      23,
      2004





among





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





HSBC
      BANK
      USA, NATIONAL ASSOCIATION,


as
      Collateral and Intercreditor Agent





THE
      BANK
      OF NEW YORK,


as
      Trustee on behalf of the Holders of the 10.75% Senior Secured Guaranteed Notes
      due 2011





THE
      GRANTOR SUBSIDIARIES PARTY HERETO





and





THE
      OTHER
      SECURED CREDITORS


FROM
      TIME
      TO TIME PARTY HERETO























**TABLE
      OF CONTENTS**





Section
                1.
            Definitions
                and General Terms
            11.1Defined
                Terms
            11.2Rules
                of Construction
            171.3Currency
                Conventions
            17Section
                2.
            The
                Collateral and Intercreditor Agent
            172.1General
                Authority of the Collateral and Intercreditor Agent over theCollateral
            172.2Information
                as to Secured Parties and Creditor Representatives
            192.3The
                Collateral and Intercreditor Agent
            202.4Collateral
                and Intercreditor Agent’s Fees; Indemnification
            23Section
                3.
            Rights
                to Collateral; Enforcement; Coordination
            2233.1Pari
                Passu Rights
            233.2Limits
                on Exercise of Remedies
            233.3Incidents
                of Sale
            253.4Determinations
                Relating to Collateral; Releases of Collateral
            253.5Cooperation;
                Remedies Instruction
            263.6Amendments
                to Collateral Documents
            273.7Exercise
                of Powers
            27Section
                4.
            Accounts;
                Distributions
            274.1Collateral
                Accounts
            274.2Application
                of Monies from a Collateral Account
            284.3Event
                of Loss Accounts
            314.4Proceeds
                Accounts
            324.5Establishment
                of the Accounts
            324.6Investment
                of Funds Deposited in Accounts
            334.7Collateral
                and Intercreditor Agent’s Calculations
            334.8U.S
            33Section
                5.
            Agreements
                among the Secured Parties
            355.1Payments
                Over
            355.2Other
                Collateral
            355.3Notice
                of Certain Actions
            35Section
                6.
            Interest
                Rate Adjustment for the Notes
            36





i


**TABLE
      OF CONTENTS**


(continued)




**Page**




Section
                7
            Subsequent
                Parties; Modification of Existing Secured Obligations and
                Collateral
            387.1Addition
                of Secured Obligations and Modification of Existing SecuredObligations
            387.2Addition
                of Grantors
            397.3Subsequent
                Parties Bound
            397.4Removal
                of Secured Obligations
            407.5Substitution
                of Stock Pledge Agreements
            407.6Subdivision
                of Unrelated Real Property
            41Section
                8.
            Representations
                and Warranties of the Grantors
            418.1Organization;
                Power and Authority
            418.2Due
                Authorization, Legality, Etc.
            418.3No
                Additional Authorization Required
            428.4Legal
                Effect
            428.5Legal
                Form
            428.6Solvency
            428.7Foreign
                Exchange Regulations
            428.8Intellectual
                Property
            428.9Ownership
                of Property; Liens
            438.10Ownership
                of Capital Stock of Vitro Packaging
            448.11Ownership
                of Capital Stock of Comegua
            448.12Historical
                Monthly Average
            44Section
                9.
            Covenants
                of the Grantors
            449.1Records;
                Information
            449.2Protection
                of Security
            459.3Assets
                Owned or Acquired by Non-Grantor Subsidiaries
            459.4Further
                Assurances
            469.5Recording
                and Opinions
            479.6Taxes;
                Encumbrances
            479.7Continuing
                Obligations of the Grantors; Compliance with Law
            489.8Use
                and Disposition of Collateral
            489.9Insurance
            499.10Intellectual
                Property
            50







ii


**TABLE
          OF CONTENTS**
 (continued)
 Page





9.11Perfection
                of Non-Possessory Pledge Agreements
            509.12Creation
                and Perfection of Mortgage Agreements
            519.13Mexican
                Stock Pledge Agreements
            529.14Comegua
                Stock Pledge Agreement
            539.15Obligations
                with Respect to Leases and Material Contracts
            539.16U.S
            549.17Cash
                Proceeds
            549.18Translations
            549.19Covenants
            55Section
                10.
            Reliance;
                Waivers; etc
            5510.1Reliance
            5510.2No
                Warranties or Liability
            5510.3No
                Waiver
            5510.4Obligations
                Unconditional
            56Section
                11.
            Miscellaneous
            5611.1Conflicts
            5611.2Continuing
                Nature of this Agreement
            5611.3Amendments;
                Waivers
            5711.4Information
                Concerning Financial Condition of the Company and theSubsidiaries
            5711.5No
                Fiduciary Relationship
            5711.6Notices
            5811.7Further
                Assurances
            5811.8Governing
                Law
            5811.9Jurisdiction,
                Service of Process and Venue
            5811.10Waiver
                of Jury Trial
            5911.11Waiver
                of Immunity
            5911.12Use
                of English Language
            5911.13Severability
            5911.14Binding
                on Successors and Assigns; No Third-Party Beneficiaries
            5911.15Section
                Titles
            6011.16Counterparts
            60











iii


**TABLE
        OF CONTENTS**
 (continued)
 Page




11.17Representations
                and Warranties of Secured Parties and Collateral andIntercreditor
                Agent
            6011.18Effectiveness
            6011.19Certificate
                and Opinion as to Conditions Precedent
            6011.20Statements
                Required in Certificate or Opinion
            6111.21Entire
                Agreement
            61











iv







**TABLE
        OF CONTENTS**
  Page


SCHEDULES
      AND EXHIBITS:





Schedule
      I  -  Grantors


Schedule
      II  -  Initial
      Collateral Documents


Schedule III  -  Cash
      Equivalents


Schedule IV  -  Collateral
      Permitted Liens


Schedule
      8.8  -  Restricted
      Machinery and Equipment


Schedule
      8.9  -  Property;
      Liens; Issue Date Book Value


Schedule
      8.12  -  Historical
      Monthly Average





Exhibit
      A-1  -  Form
      of
      Accession Agreement - Secured Party


Exhibit
      A-2  -  Form
      of
      Accession Agreement - Grantor


Exhibit
      B  -  Form
      of
      Special Power of Attorney - Grantor


Exhibit
      C  -  Form
      of
      Interest Rate Adjustment Certificate


Exhibit
      D-1  -  Form
      of
      Vitro Shareholders Resolution


Exhibit
      D-2  -  Form
      of
      Vitro Shareholders Resolution Opinion of Counsel


Exhibit
      E-1  -  Form
      of
      Release of Mortgage


Exhibit
      E-2  -  Form
      of
      Release of Stock Pledge


Exhibit
      F  -  Form
      of
      Mortgage Agreement


Exhibit
      G-1  -  Form
      of
      Stock Pledge Agreement - Mexican Subsidiary


Exhibit
      G-2  -  Form
      of
      Stock Pledge Agreement - Comegua


Exhibit
      H-1  -  Form
      of
      Opinion of Swiss Counsel


Exhibit
      H-2  -  Form
      of
      Opinion of Panamanian Counsel


Exhibit
      H-3  -  Form
      of
      Opinion of New York Counsel


Exhibit
      I  -  Form
      of
      By-Law Amendments in Connection with Stock Pledge Agreement


Exhibit
      J  -  Securities
      Account Agreement


Exhibit
      K  -  Form
      of *Comision
      Mercantil*


Exhibit
      L  -  Form
      of
      Securities Account Control Agreement


Exhibit
      M  -  Form
      of
      Deposit Account Control Agreement


Exhibit
      N  -  Form
      of
      Confidentiality Agreement





i





MASTER
      COLLATERAL AND INTERCREDITOR AGREEMENT (this “ Agreement ”)
      dated
      as of July 23, 2004, among HSBC Bank USA, National Association, as master
      collateral and intercreditor agent
      (the “ Collateral
      and Intercreditor Agent ”),
      The
      Bank of New York, as trustee (the “ Indenture
      Trustee ”)
      under
      the Indenture dated as of July 23, 2004, among the Company, the Guarantors
      party
      thereto, and the Indenture Trustee relating to the Notes (as defined herein),
      Vitro Envases Norteamérica, S.A. de C.V. (the “ Company ”),
      as
      issuer of the Notes and a grantor of Collateral (as defined herein) under the
      Collateral Documents (as defined herein), the Subsidiaries of the Company listed
      on Schedule I hereto or becoming a party to this Agreement from time to time
      pursuant to Section 7 hereof, as grantors of Collateral under the Collateral
      Documents (the “ Grantor
      Subsidiaries ,”
      and
      together with the Company, the “ Grantors ”),
      and
      each subsequent Person becoming a Secured Party (as defined herein) under this
      Agreement from time to time to the extent permitted under Section 7
      hereof.




W
      I T N E
      S S E T H :




WHEREAS,
      the Company, the Guarantors party thereto and the Indenture Trustee have entered
      into the Indenture, pursuant to which the Company has issued the 10.75% Senior
      Secured Guaranteed Notes due 2011;




WHEREAS,
      all Obligations (as defined herein) of the Company under the Notes are secured
      or to be secured by first-priority Liens (as defined herein), subject to
      Collateral Permitted Liens (as defined herein), in the Collateral pursuant
      to
      the terms of this Agreement and the Collateral Documents;




WHEREAS,
      the Company may from time to time, pursuant to the terms of this Agreement,
      secure certain additional Obligations of the Company or certain of its
      Subsidiaries (as defined herein) on an equal and ratable basis with the Notes;
      and




WHEREAS,
      the parties desire, among other things, to provide for the administration of
      the
      Collateral and the allocation and distribution of amounts collected in respect
      of the Collateral among the parties on the terms and subject to the conditions
      set forth herein;




NOW ,
      THEREFORE ,
      in
      consideration of the foregoing, the mutual covenants and obligations herein
      set
      forth and for other good and valuable consideration, the sufficiency and receipt
      of which are hereby acknowledged, the parties hereto, intending to be legally
      bound, hereby agree as follows:




**Section
      1.**  **Definitions
      and General Terms** **.**




*1.1*  *Defined
      Terms.* As
      used
      in this Agreement, the following terms have the meanings specified
      below:




“ Accession
      Agreement ”
      means
      each agreement substantially in the form either of Exhibit A-1 or A-2
      hereto, as the case may be, executed and delivered pursuant to the provisions
      of
      Section 7 hereof by the Collateral and Intercreditor Agent, the Company and
      any
      Person becoming a party hereto upon fulfillment of the conditions set forth
      in
      such Section.




“ Accounts ”
      means
      the Collateral Accounts, the Event of Loss Accounts and the Proceeds
      Accounts.




“ Actual
      Conversion Rate ”
      means,
      as of any date, the best spot exchange rate for conversion of any currency
      into
      Dollars or Pesos (as the case may be) reasonably available to the







Collateral
      and Intercreditor Agent on such date for conversion of the necessary amounts
      on
      a customary basis from dealers in foreign exchange.




“ Addition ”
      has the
      meaning set forth in Section 7.1.




“ Affiliate ”
      means,
      with respect to a specified Person, another Person that, directly or indirectly
      through one or more intermediaries, controls or is controlled by or is under
      common control with the Person specified. For purposes of this definition,
      the
      term “control” means the possession, directly or indirectly, of the power to
      direct or cause the direction of the management and policies of a Person,
      whether through the ownership of voting securities, by contract or otherwise.
      The terms “controlling,”“controlled by” and “under common control with” have
      correlative meanings.




“ Agreement ”
      has the
      meaning set forth in the preamble hereto.




“ Álcali ”
      means
      Industria del Álcali, S.A. de C.V., a Mexican corporation.




“ Asset
      Sale Offer ”
      means
      any offer to purchase Notes pursuant to an “Asset Sale Offer” as defined in the
      Indenture.




“ Bankruptcy
      Event of Default ”
      means a
      Collateral Event of Default under Section 6.1 of the Indenture or any
      Collateral Event of Default under any other Voting Creditor Document involving
      an Insolvency Event.




“ Bankruptcy
      Law ”
      means
      Title 11 of the United States Code, the Mexican *Ley
      de Concursos Mercantiles* ,
      and any
      similar federal, state or foreign law for the relief of debtors.




“ Board
      of Directors ”
      means,
      as to any Person, the board of directors, management committee or similar
      governing body of such Person or any duly authorized committee
      thereof.




“ Business
      Day ”
      means
      any day other than a Saturday, a Sunday or a day on which banking institutions
      in the State of New York or Mexico are required or authorized by law or other
      governmental action to close.




“ Capitalized
      Lease Obligations ”
      means,
      as to any Person, the obligations of such Person under a lease that are required
      to be classified and accounted for as capital lease obligations under Mexican
      GAAP. For purposes of this definition, the amount of such obligations at any
      date will be the capitalized amount of such obligations at such date, determined
      in accordance with Mexican GAAP.




“ Capital
      Stock ”
      means
      (a) with respect to any Person that is a corporation, any and all shares,
      interests, participations or other equivalents (however designated and whether
      or not voting) of corporate stock, including each class of Common Stock and
      preferred stock of such Person; (b) with
      respect to any Person that is not a corporation, any and all partnership or
      other equity or ownership interests of such Person; and (c) any warrants, rights
      or options to purchase any of the instruments or interests referred to in
      clause (a) or (b).




“ Cash
      Equivalents ”
      means,
      at any date, the obligations and investments set forth in Schedule III hereto,
      to the extent Collateral consisting of cash would be permitted to be invested
      therein under each applicable Voting Creditor Document as of such date.




“ Central
      Bank of Mexico ”
      means *Banco
      de Mexico* ,
      or any
      successor entity exercising the functions of a central bank.




2


“ Class ”
      means
      each of the following categories of Secured Obligations: Noteholder Claims,
      Senior Lender Claims, Working Capital Lender Claims or Trade Creditor
      Claims.




“ Collateral ”
      means
      all assets or property of the Grantors, now owned or hereafter acquired, upon
      which a Lien is purported to be created hereby or by any other Collateral
      Document, whether at the date of this Agreement or in the future.




“ Collateral
      Account ”
      has the
      meaning set forth in Section 4.1.




“ Collateral
      and Intercreditor Agent ”
      means
      HSBC Bank USA, National Association, in its capacity as master collateral and
      intercreditor agent under this Agreement and the other Collateral Documents,
      and
      any successor thereto in such capacity.




“ Collateral
      and Intercreditor Agent Fees ”
      means
      all fees, costs and expenses of, and other amounts owing from any Grantor or
      any
      Secured Party to, the Collateral and Intercreditor Agent under this Agreement
      or
      any other Collateral Document, including without limitation pursuant to Sections
      9.4, 9.6, 9.8 or 9.9 hereof.




“ Collateral
      Assets ”
      means
      any asset or property of any Grantor upon which such Grantor has agreed under
      any Collateral Document or Secured Creditor Document to use its reasonable
      best
      efforts to create a Lien after the Issue Date in favor of the Collateral and
      Intercreditor Agent as security for the Secured Obligations.




“ Collateral
      Asset Sale ”
      means,
      at any date, any sale, transfer or other disposition of any Collateral that
      (a) constitutes a “Collateral Asset Sale” under the terms of the Indenture
      and (b) is otherwise permitted by the applicable provisions, if any,
      of
      each of the Voting Creditor Documents as of such date (after giving effect
      to
      any waivers or amendments thereto), and the net proceeds of which are required
      by any such Voting Creditor Document to be held as Collateral by the Collateral
      and Intercreditor Agent in the Proceeds Account.




“ Collateral
      Documents ”
      means
      this Agreement and the Collateral Documents identified in Schedule II hereto,
      and each other agreement, document or instrument entered into pursuant to the
      terms hereof (including, without limitation, pursuant to Section 2.1, Section
      7,
      Section 9.3, Section 9.4, Section 9.5, Sections 9.11 through 9.14, or Section
      9.19 hereof) or pursuant to the terms of any other Collateral Document or any
      Secured Creditor Document and pursuant to which a Lien is granted securing
      any
      Secured Obligations, or under which rights or remedies with respect to such
      Liens are governed, or otherwise relating to any Lien purported or intended
      to
      be created for the benefit of the Secured Parties in any asset or property
      of
      the Company or any of its Subsidiaries. Notwithstanding the foregoing, for
      purposes of this Agreement, “ Collateral
      Documents ”
      shall
      be deemed to exclude the Secured Creditor Documents.




“ Collateral
      Event of Default ”
      means an
      event
      of default (however defined) under the Indenture or under any other Voting
      Creditor Document.  The
      waiver or the cessation of the continuance of an event of default that gave
      rise
      to a Collateral Event of Default shall be deemed to waive or cease the
      continuation of such Collateral Event of Default.




“ Collateral
      Permitted Liens ” **** means,
      at
      any date, the Liens set forth in Schedule IV hereto, to the extent permitted
      by
      the applicable provisions, if any, of each of the Voting Creditor Documents
      as
      of such date (after giving effect to any waivers or amendments
      thereto).




“ Comegua ”
      means
      Empresas Comegua S.A., a Panamanian corporation.




3


“ Comegua
      Pledged Stock ”
      has the
      meaning set forth in Section 9.14.




“ Comegua
      Share Purchase Agreement ”
      shall
      mean the Share Purchase Agreement dated as of May 31, 2004, between Vitrosa
      Holding Ltd. and Centro de Tecnología Vidriera Ltd.




“ *Comision
      Mercantil* ”
      has the
      meaning set forth in Section 2.3.




“ Common
      Stock ”
      of any
      Person means any and all shares, interests or other participations in, and
      other
      equivalents (however designated and whether voting or non-voting) of such
      Person’s common equity interests, including, without limitation, all series and
      classes of such common equity interests.




“ Company ”
      has the
      meaning set forth in the preamble hereto.




“ Confidential
      Information ”
      has the
      meaning set forth in Section 2.3(b).




“ Contingent
      Secured Obligation ”
      means,
      at any time, any Secured Obligation (or portion thereof) that is contingent
      in
      nature at such time, including any Secured Obligation that is (a) an obligation
      relating to an undrawn face amount of a letter of credit issued under any
      Working Capital Document, (b) any other obligation (including any guarantee)
      that is contingent in nature at such time or (c) an obligation to provide
      collateral to secure any of the foregoing types of obligations.




“ Copyrights ”
      means
      all rights in or to any of the following: (a) all copyright rights in any work
      subject to the copyright laws of the United States, Mexico or any other country,
      whether as author, assignee, transferee or otherwise, (b) all registrations
      and
      applications for registration of any such copyright in the United States, Mexico
      or any other country, including registrations, recordings, supplemental
      registrations and pending applications for registration in the United States
      Copyright Office or any similar offices in any other country, (c) and all
      original works of authorship fixed in any tangible medium of
      expression.




“ Credit
      Facilities ”
      means
      the Senior Credit Facilities and the Working Capital Facilities.




“ Creditor
      Representative ”
      means
      (a) in respect of any of the Noteholder Claims, the Indenture Trustee,
      (b) in respect of any Senior Lender Claims, each Senior Credit Agent,
      (c)
      in respect of the Working Capital Claims, each agent, trustee or designated
      representative in respect thereof (or, to the extent there is no such Person
      under the relevant Working Capital Documents, the lenders thereunder), and
      (d)
      in respect of any Trade Creditor Claims, the holder or holders
      thereof.




“ CTV ”
      means
      Compania de Tecnología Vidriera Ltd., a Swiss corporation.




“ Default ”
      means
      an event or condition the occurrence of which is, or with the lapse of time
      or
      the giving of notice or both would be, a Collateral Event of
      Default.




“ Deposit
      Account ”
      has the
      meaning set forth in Section 4.8.




“ Distribution
      Date ”has
      the
      meaning set forth in Section 4.2(f).




“ Dollars ”
      and
“ $ ”
      means
      the lawful currency of the United States of America.




“ Enforcement
      Action ”
      means
      the exercise of any action, right or remedy specified in any Collateral Document
      or permitted by applicable law with respect to the Collateral or otherwise
      provided in any Collateral Document, including, without limitation, to collect
      and apply Collateral, exercise




4


exclusive
      control over or rights with respect to Collateral, dispose of Collateral upon
      foreclosure (judicially or, to the fullest extent permitted by applicable law,
      non-judicially), exercise voting rights with respect to any Pledged Stock,
      to
      incur expenses, including legal fees, in connection with any Enforcement Action
      (and to demand, sue for, collect, receive and give acquittance for the same)
      and
      to exercise all the rights and remedies of a secured lender under the Uniform
      Commercial Code or similar law of any applicable jurisdiction and under other
      applicable law (including the laws of Mexico), and of a secured creditor under
      Bankruptcy Laws of any applicable jurisdiction, to settle, compromise, compound,
      prosecute or defend any related action or proceeding, to initiate action before
      any competent court of law and to sell, lease, license or otherwise dispose
      or
      cause disposition of, and exercise all rights relating to, or to levy or execute
      upon the Collateral or any part thereof.




“ Event
      of Loss ”
      means
      (a) the loss or destruction of or damage to any Collateral or Real Property
      Collateral, (b) the condemnation, seizure, confiscation, requisition
      of the
      use or taking by exercise of the power of eminent domain or otherwise of any
      Collateral or Real Property Collateral, (c) any consensual settlement
      in
      lieu of any event listed in clause (b), or (d) any similar event resulting
      in a requirement under any applicable provision of any Voting Creditor Document
      that any Net Cash Proceeds in respect thereof be deposited with the Collateral
      and Intercreditor Agent, in each case whether in a single event or a series
      of
      related events, that results in Net Cash Proceeds from all sources in excess
      of
      any threshold amount under any applicable provision of any Voting Creditor
      Document requiring such Net Cash Proceeds to be deposited with the Collateral
      and Intercreditor Agent.




“ Event
      of Loss Account ”
      has the
      meaning set forth in Section 4.3.




“ Existing
      FAMA Deposit Account ”
      has the
      meaning set forth in Section 4.8.




“ Fair
      Market Value ”
      means,
      with respect to any asset, the price (after taking into account any liabilities
      relating to such assets) which could be negotiated in an arm’s-length free
      market transaction, for cash, between a willing seller and a willing and able
      buyer, neither of which is under any compulsion to complete the transaction; *provided* ,
      that
      the Fair Market Value of any such asset or assets may be determined conclusively
      by the Board of Directors of the Company acting in good faith, and will be
      evidenced by a resolution of the Board of Directors delivered to the Collateral
      and Intercreditor Agent.




“ FAMA ”
      has the
      meaning set forth in Section 4.8.




“ Governmental
      Authority ”
      means
      any federal or foreign government, any state or local government or other
      political subdivision thereof or any entity exercising executive, legislative,
      judicial, regulatory or administrative functions of or pertaining to
      government.




“ Grantor
      Subsidiaries ”
      has the
      meaning set forth in the preamble hereto.




“ Grantors ”
      has the
      meaning set forth in the preamble hereto.




“ Guarantee ”
      means
      any obligation, contingent or otherwise, of any Person directly or indirectly
      guaranteeing any Indebtedness of any other Person and, without limiting the
      generality of the foregoing, any obligation, direct or indirect, contingent
      or
      otherwise, of such Person:




(a)  to
      purchase or pay, or advance or supply funds for the purchase or payment of,
      such
      Indebtedness 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




5


(b)  entered
      into for purposes of assuring in any other manner the obligee of such
      Indebtedness of the payment thereof or to protect such obligee against loss
      in
      respect thereof, in whole or in part,




*provided* ,
      that
“ Guarantee ”
      will
      not include endorsements for collection or deposit in the ordinary course of
      business. “ Guarantee ”
      used as
      a verb has a corresponding meaning.




“ Guarantor ”
      means,
      at any date, any Grantor Subsidiary of the Company as of such date providing
      a
      Guarantee of the Notes.




“ Hedging
      Obligations ”
      means
      the obligations of any Person pursuant to any (a) foreign exchange contract,
      currency swap agreement or other similar agreement as to which such Person
      is a
      party designed to hedge foreign currency risk of such Person, (b) interest
      rate
      protection agreement (including, without limitation, interest rate swaps, caps,
      floors, collars, derivative instruments and similar agreements) and/or other
      types of hedging agreements designed to hedge interest rate risk of such Person
      or (c) commodity futures contract, commodity option or other similar agreement
      or arrangement designed to protect against fluctuations in the price of
      commodities used by such Person.




“ Historical
      Monthly Average ”
      means
      the monthly average of the third party accounts receivable of Vitro Packaging
      for the twelve-month period ending March 31, 2004, as set forth in Schedule
      8.12
      hereto.




“ Incur ”
      means,
      with respect to any Indebtedness or other obligation of any Person, to create,
      issue, incur (including by conversion, exchange or otherwise), assume, guarantee
      or otherwise become liable in respect of such Indebtedness or other obligation
      on the balance sheet of such Person (and “ Incurrence ,”“ Incurred ”
      and
“ Incurring ”
      will
      have meanings correlative to the preceding).




“ Indebtedness ”
      means
      with respect to any Person at any time without duplication (but excluding Trade
      Payables):




(a)
            the
                principal amount (or, if less, the accreted value) of all obligations
                of
                such Person for borrowed money;




(b)
            the
                principal amount (or, if less, the accreted value) of all obligations
                of
                such Person evidenced by bonds, debentures, notes or other similar
                instruments;




(c)
            all
                Capitalized Lease Obligations of such
                Person;




(d)
            all
                obligations of such Person issued or assumed as the deferred purchase
                price of property, all conditional sale obligations and all obligations
                under any title retention
                agreement;




(e)
            all
                letters of credit, banker’s acceptances or similar credit transactions,
                including reimbursement obligations in respect
                thereof;




(f)
            Guarantees
                and other contingent obligations of such Person in respect of Indebtedness
                referred to in clauses (a) through (e) above and
                clauses (h) through (i)
                below;




(g)
            all
                Indebtedness of any other Person of the type referred to in
                clauses (a) through (f) which is secured by any Lien
                on any
                property or asset of such Person, the amount of such Indebtedness
                being
                deemed to be the lesser of the Fair Market Value of such property
                or asset
                or the amount of the Indebtedness so
                secured;




6


(h)
            all
                obligations under Hedging Obligations of such Person;
                and




(i)
            all
                Capital Stock issued by such Person which constitutes “indebtedness”
                pursuant to the terms of any applicable Voting Creditor Documents
                at such
                time.




“ Indenture ”
      means
      the indenture dated as of July 23, 2004, among the Company, the Guarantors
      and
      the Indenture Trustee, pursuant to which the Company has issued the Notes,
      including any amendment, supplement or modification thereof or any other
      indenture or agreement at any time governing the Notes.




“ Indenture
      Trustee ”
      means
      The Bank of New York, in its capacity as trustee under the Indenture, and any
      successor thereto in such capacity.




“ Insolvency
      Event ”
      means,
      with respect to any Person, (a) any voluntary or involuntary case or proceeding
      under any Bankruptcy Law with respect to such Person, (b) any other
      voluntary or involuntary insolvency, reorganization or bankruptcy case or
      proceeding, or any receivership, liquidation, reorganization, arrangement,
      adjustment, composition or other similar case or proceeding with respect to
      such
      Person or with respect to any of its assets, (c) any liquidation, dissolution,
      reorganization or winding up of such Person whether voluntary or involuntary
      and
      whether or not involving insolvency or bankruptcy, (d) any assignment for the
      benefit of creditors or any other marshalling of all or substantially all the
      assets and liabilities of such Person or (e) any written admission by such
      Person of an inability to pay its debts as they come due.




“ Intellectual
      Property ”
      means
      all intellectual and industrial property rights, in any jurisdiction, including
      rights in inventions, designs, Patents, Copyrights, Trademarks, trade secrets,
      confidential or proprietary technical and business information, know-how,
      show-how or other data or information, software and databases and all
      embodiments or fixations thereof and related documentation, registrations and
      franchises, in each case whether registered or unregistered and together with
      all additions, improvements and accessions to, and books and records describing
      or used in connection with, any of the foregoing.




“ Interest ”
      means,
      in respect of any Secured Obligations as of any date, interest accrued through
      such date on the outstanding Principal in respect of such Secured Obligations
      pursuant to the terms of the relevant Secured Creditor Documents (including
      interest accruing on or after the commencement of any proceeding relating to
      any
      Insolvency Event, whether or not a claim for post-filing interest is allowed
      in
      such proceeding).




“ Interest
      Rate Adjustment Certificate ”
      has the
      meaning set forth in Section 6.




“ Issue
      Date ”
      means
      July 23, 2004, the first date of issuance of the Notes under the
      Indenture.




“ Issue
      Date Real Property Book Value ”
      means,
      with respect to any Real Property Grantor, the book value at March 31, 2004
      of
      all Real Property owned by such Grantor on the Issue Date, which amount shall
      be
      set forth in Schedule 8.9.




“ J.P.
      Morgan ”
      has the
      meaning set forth in Section 4.8.




“ Lien ”
      means
      any lien, mortgage, deed of trust, pledge, security interest, charge or
      encumbrance of any kind (including any conditional sale or other title retention
      agreement, any lease in the nature thereof and any agreement to give any
      security interest); *provided* that the
      lessee in respect of a




7


Capitalized
      Lease Obligation or Sale and Leaseback Transaction will be deemed to have
      Incurred a Lien on the property leased thereunder.




“ Material
      Adverse Effect ”
      means a
      material adverse effect on (i) the performance of this Agreement or any other
      Collateral Document, or the consummation of any of the transactions contemplated
      hereby or thereby, (ii) the financial condition, earnings, business or
      properties of the Company and its Subsidiaries, taken as a whole, or (iii)
      the
      value of any Collateral pledged by, or any Collateral Asset owned by, any
      Grantor or the rights of the Collateral and Intercreditor Agent with respect
      to
      any Collateral or any Collateral Asset.




“ Maximum
      Secured Principal Amount ”
      means,
      at any date, with respect to (a) Noteholder Claims, the Notes Maximum Principal
      Amount, (b) Senior Lender Claims, the Senior Loan Maximum Principal Amount,
      (c)
      Working Capital Lender Claims, US$75,000,000 and (d) Trade Payables,
      US$75,000,000; *provided* however,
      that the Maximum Secured Principal Amount with respect to any Class of Secured
      Obligations shall be permanently reduced by the amount of any Principal payments
      made in respect of any or all Secured Obligations under such Class after the
      date hereof to the extent that any Collateral served as the source of funds
      for
      such payment (whether as a result of any foreclosure in respect of any
      Collateral, upon any payment made with Net Cash Proceeds (to the extent derived
      from any Collateral) to Secured Parties of such Class as permitted by the Voting
      Creditor Documents and this Agreement, or otherwise).




“ Maximum
      Secured Trade Amount ”
      means,
      with respect to any Trade Agreement, the maximum amount of any Obligations
      arising from time to time under such Trade Agreement that are permitted by
      the
      terms of such Trade Agreement to be secured by Liens on the
      Collateral.




“ Mexican
      Business Day ”
      means
      any day other than a Saturday, Sunday, or other day on which banking
      institutions in Mexico City are authorized or required by law or other
      governmental action to remain closed.




“ Mexican
      GAAP ”
      means
      generally accepted accounting principles as in effect in Mexico on the Issue
      Date.




“ Mexican
      Pledged Stock ”
      has the
      meaning set forth in Section 9.13.




“ Mexico ”
      means
      the United Mexican States.




“ MFI
      Facility ”
      means,
      at any date, a single credit facility of the Company and/or one or more
      Guarantors under which a Permitted Multilateral Financial Institution is the
      lender of record and which shall have an initial Weighted Average Life to
      Maturity of at least two years and an initial aggregate Principal of at least
      $75,000,000, which may include other financial institutions as lenders and
      which
      may be guaranteed by one or more Guarantors.




“ Modification ”
      has the
      meaning set forth in Section 7.1.




“ Mortgage ”
      means a
      mortgage on real property, buildings or fixtures attached thereto made pursuant
      to a Mortgage Agreement.




“ Mortgage
      Agreement ”
      means a
      mortgage instrument in substantially the form of Exhibit F
      hereto.




“ Multilateral
      Financial Institution ”
      means
      any Permitted Multilateral Financial Institution to the extent then lender
      of
      record under an MFI Facility.




8


“ Net
      Cash Proceeds ”
      means,
      with respect to any Collateral Asset Sale or Event of Loss, the proceeds in
      the
      form of cash or cash equivalents permitted to be received as consideration
      therefor under all applicable Voting Creditor Documents, including payments
      in
      respect of deferred payment obligations when received in the form of cash or
      such cash equivalents received by any Grantor from such Collateral Asset Sale
      or
      Event of Loss, net of the following amounts to the extent permitted to be
      deducted from Net Cash Proceeds under all Voting Creditor Documents at such
      time
      outstanding:




(a)
            reasonable
                out-of-pocket expenses and fees payable by such Grantor and relating
                to
                such Collateral Asset Sale or Event of Loss (including, without
                limitation, legal, accounting and investment banking fees and sales
                commissions);




(b)
            taxes
                paid or payable by such Grantor in respect of such Collateral Asset
                Sale
                or Event of Loss after taking into account any reduction in consolidated
                tax liability due to available tax credits or deductions and any
                tax
                sharing arrangements;




(c)
            solely
                with respect to any Collateral Asset Sale, appropriate amounts to
                be
                provided by the relevant Grantor, as a reserve, in accordance with
                Mexican
                GAAP, against any liabilities associated with such Collateral Asset
                Sale
                and retained by such Grantor, after such Collateral 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 Collateral Asset
                Sale,
                but excluding any reserves with respect to
                Indebtedness.




“ Non-Payment
      Default ”
      means
      any Collateral Event of Default that does not involve any Payment
      Default.




“ Non-Possessory
      Pledge Agreements ”
      means each
      non-possessory pledge agreement listed in Schedule II hereto and each
      non-possessory pledge agreement entered into by any Grantor after the date
      hereof, pursuant to which such Grantor grants a Lien (subject to Collateral
      Permitted Liens) in favor of the Collateral and Intercreditor Agent over any
      of
      its existing and future inventory, machinery, equipment, accounts receivable
      and/or proceeds in respect of any of the foregoing.




“ Noteholder
      Claims ”
      means
      all Obligations in respect of the Notes and the guarantees of the Notes or
      arising under any of the Noteholder Documents.




“ Noteholder
      Documents ”
      means
      (a) the Indenture and the Notes and (b) any other related document
      or
      instrument executed and delivered pursuant to any Noteholder Document described
      in clause (a) above evidencing or governing or relating to any Obligations
      thereunder. Notwithstanding the foregoing, for purposes of this Agreement,
      “Noteholder Documents” shall be deemed to exclude the Collateral
      Documents.




“ Noteholders ”
      means
      the Persons holding Noteholder Claims.




“ Notes ”
      means
      (a) the 10.75% Senior Secured Guaranteed Notes due 2011 issued by the Company
      and (b) any debt securities issued in exchange therefor or that refinance the
      securities identified in clause (a).




“ Notes
      Maximum Principal Amount ”
      means,
      at any date, (a) the lesser of (i) $250 million and (ii) $400 million minus
      the
      aggregate Principal outstanding as of such date under the Senior Loan Documents
      up to the Senior Loan Maximum Principal Amount, minus (b) the sum of (x) the
      aggregate Principal outstanding as of such date under any Indebtedness Incurred
      to refinance the Notes as permitted under clause (k)(ii) of Section 3.6
      of
      the Indenture and (y) the amount of any permanent reduction in




9


Maximum
      Secured Principal Amount effected on or prior to such date in respect of the
      Notes and the Senior Credit Facilities pursuant to the proviso to the definition
      of “Maximum Secured Principal Amount”; *provided* that for
      purposes of calculating the Notes Maximum Principal Amount as used herein and
      in
      Section 4.2(b) hereof, Indebtedness Incurred under Senior Credit Facilities
      or
      to refinance the Notes in currencies other than Dollars will be deemed to be
      converted to Dollars at the Screen Conversion Rate on the day of such
      determination, and any increase in the Dollar amount of such foreign currency
      denominated Secured Obligation resulting from a change in exchange rates
      following the date of Incurrence of such Secured Obligation will be treated
      as
      an other Secured Obligation payable pursuant to Paragraph Sixth of Section
      4.2(b) hereof.




“ Obligations ”
      means
      any and all obligations of the Company or any Guarantor with respect to the
      payment of (a) any principal of or interest (including interest accruing
      on
      or after the commencement of any proceeding relating to any Insolvency Event,
      whether or not a claim for post-filing interest is allowed in such proceeding)
      or premium on any Indebtedness, including any reimbursement obligation in
      respect of any letter of credit, (b) any fees, indemnification obligations,
      expense reimbursement obligations or other liabilities payable under the
      documentation governing any Indebtedness, or (c) Trade Payables.




“ Obsolete
      Equipment ”
      shall
      mean any machinery, equipment, furniture, apparatus, tools or implements or
      other similar property that may be defective or may have become worn out or
      obsolete or no longer used or useful in the operations of a Grantor, which
      is
      permitted to be sold pursuant to the terms of each of the Voting Creditor
      Documents.




“ Officer’s
      Certificate ”
      means,
      with respect to the Company or any other Grantor, a certificate duly executed
      by
      any Responsible Officer of the Company or Grantor, as the case may
      be.




“ Opinion
      of Collateral Counsel ”
      means a
      written opinion of counsel independent of the Company, in form and substance
      reasonably satisfactory to the Collateral and Intercreditor Agent (as determined
      by the Collateral and Intercreditor Agent in its own discretion or in
      consultation with any one or more Voting Creditor Representatives), with respect
      to any Grantor party to any Collateral Document, (a) to the effect that such
      Grantor is duly incorporated or formed, validly existing and, if applicable,
      in
      good standing in its jurisdiction of incorporation or formation and has full
      power and authority to enter into and perform its obligations under the
      Collateral Document, (b) to the effect that such Collateral Document has been
      duly authorized, executed and delivered by such Grantor and constitutes a legal,
      valid and binding obligation of such Grantor enforceable against it in
      accordance with its terms, (c) to the effect that to the extent a Lien is
      purported to be created in any Collateral pursuant to such Collateral Document,
      such Collateral Document creates a valid and perfected first-priority Lien
      in
      favor of the Collateral and Intercreditor Agent in such Collateral (subject
      to
      Collateral Permitted Liens) and (d) to the effect that all actions required
      or advisable to create, perfect or ensure the enforcement of such Lien in such
      jurisdiction have been taken and are to be specified in the opinion, subject
      in
      each case to customary qualifications and assumptions and based on the review
      of
      appropriate documentation, and in the case of any opinion of Swiss counsel,
      to
      be substantially in the form of Exhibit H-1 hereof, in the case of any opinion
      of Panamanian counsel, to be substantially in the form of Exhibit H-2 hereof,
      and in the case of New York counsel, in connection with delivery of stock in
      New
      York, to be substantially in the form of Exhibit H-3 hereof.




“ Opinion
      of Counsel ” ** means
      a
      written opinion of counsel independent of the Company, which complies with
      the
      provisions of Section 11.19.




“ Other
      Secured Parties ”
      means
      the Secured Parties to the extent holding Secured Obligations other than
      Noteholder Claims.




10


“ Outstanding ”
      means,
      with respect to any determination of the Required Creditors hereunder as of
      any
      date, the unpaid Principal of any Obligations outstanding under the Voting
      Creditor Documents as of such date; *provided* that any
      Obligations then held by any Grantor or by any Affiliate of any Grantor shall
      be
      disregarded and deemed not Outstanding for purposes of such determination.
      The
      Collateral and Intercreditor Agent shall be entitled to rely on any notice
      provided by the Grantors pursuant to Section 2.2 for purposes of making such
      determination.




“ Patents ”
      means
      all rights in or to any of the following: (a) all letters patent of the United
      States, Mexico or any other country, all registrations and recordings thereof,
      and all applications for letters patent of the United States, Mexico or any
      other country, including registrations, recordings and pending applications
      in
      the United States Patent and Trademark Office or any similar offices in any
      other country, and (b) all reissues, continuations, divisions,
      continuations-in-part, renewals or extensions thereof.




“ Payment
      Default ”
      means
      any Collateral Event of Default involving a failure to pay principal of or
      interest or premium on or any other amount when due under any Voting Creditor
      Document, following the expiration of any applicable grace period.




“ Permitted
      Multilateral Financial Institution ”
      means
      any single multilateral financial institution established under international
      law by articles of agreement among its member governments comprising any of
      (i)
      the Inter-American Development Bank, (ii) the International Finance Corporation
      or (iii) any other multilateral financial institution approved by the Holders
      (as defined in the Indenture) of a majority in aggregate principal amount of
      the
      Notes.




“ Person ”
      means
      any natural person, corporation, limited liability company, trust, joint
      venture, association, company, partnership, entity or other party, including
      any
      government and any political subdivision, agency or instrumentality
      thereof.




“ Pesos ”
      means
      the lawful currency of Mexico.




“ Pledged
      Stock ”
      has the
      meaning set forth in Section 9.14.




“ Preferred
      Payment ”
      means
      any payment received by the Multilateral Financial Institution under any MFI
      Facility at any time outstanding, in freely convertible and transferable
      currencies (“ Convertible
      Currencies ”)
      in
      circumstances in which the Central Bank of Mexico, or any other Mexican
      authority having the power to regulate foreign exchange, is not generally
      permitting the conversion of Pesos into Convertible Currencies or the remittance
      of Convertible Currencies from Mexico, but such Multilateral Financial
      Institution is either being exempted from such foreign exchange restrictions
      or
      is otherwise being afforded preferential treatment by foreign exchange being
      made available for obligations owed to it in Convertible
      Currencies.




“ Principal ”
      means,
      as of any date, (a) in the case of any Noteholder Claim, Senior Lender Claim
      or
      Working Capital Lender Claim, the outstanding principal amount of the
      Indebtedness constituting such Secured Obligation as of such date and (b) in
      the
      case of any Trade Creditor Claim, the lesser of (i) the aggregate unpaid Trade
      Payables outstanding under the Secured Creditor Documents relating to such
      Trade
      Creditor Claim and (ii) the Maximum Secured Trade Amount specified in the
      Secured Creditor Documents relating to such Trade Creditor Claim; in each of
      case (a) and (b), without giving effect to any interest, premium, penalty or
      other amount added to or accrued or otherwise payable in respect of any such
      amount.




“ Proceeds
      Account ”
      has the
      meaning set forth in Section 4.4.




11


“ Process
      Agent ”
      has the
      meaning set forth in Section 11.9.




“ Promapi ”
      has the
      meaning set forth in Secton 4.8.




“ Public
      Registry of Commerce ”
      means,
      with respect to any Mexican Grantor, the *Registro
      Público de Comercio* in
      Mexico where such Mexican Grantor has its corporate domicile.




“ Public
      Registry of Property ”
      means,
      with respect to any Real Property, the *Registro
      Público de Propiedad* in the
      state of Mexico where such Real Property is located.




“ Purchase
      Money Lien ”
      means
      any Lien permitted under clause (6) of the definition of “Permitted Lien” in the
      Indenture, to the extent otherwise permitted by the provisions of each of the
      Voting Creditor Documents as of such date (after giving effect to any waivers
      or
      amendments thereto).




“ Real
      Property ”
      means,
      with respect to any plot of all real property, such real property and any
      buildings and fixtures attached thereto.




“ Real
      Property Collateral ”
      shall
      mean all Real Property that was owned at the Issue Date by any Real Property
      Grantor at any time that the Capital Stock of such Real Property Grantor shall
      be pledged pursuant to Section 9.13 hereof.




“ Real
      Property Grantor ”
      means
      each Grantor identified as a “Real Property Grantor” in Schedule I
      hereto.




“ Recovery ”
      has the
      meaning set forth in Section 11.2 hereof.




“ Related
      Parties ”
      means,
      with respect to any specified Person, such Person’s Affiliates and the
      respective directors, officers and agents of such Person and such Person’s
      Affiliates.




“ Remedies
      Initiation Notice ”
      has the
      meaning set forth in Section 3.5(c) hereof.




“ Remedies
      Instruction ”
      has the
      meaning set forth in Section 3.5(d) hereof.




“ Replacement
      Collateral ”
      means,
      at any relevant date in connection with a Collateral Asset Sale or Event of
      Loss, assets (i) to be used in a Grantor’s business, which on such date
      (w) constitute similar assets to Collateral or, in the case of an Event
      of
      Loss, Real Property Collateral disposed of or destroyed and do not constitute
      Capital Stock of any Person (other than with respect to any Collateral Asset
      Sale or Event of Loss of Pledged Stock, to which this clause (w) shall not
      apply), (x) are to be acquired by the Company or the corresponding Grantor
      at a purchase price that does not exceed the Fair Market Value of such
      Replacement Collateral, (y) will be upon purchase free and clear of
      all
      Liens other than Collateral Permitted Liens (other than under clause (6) of
      the
      definition thereof), and (z) are subject to the Collateral Documents,
      and
      (ii) otherwise permitted under each Voting Creditor Document outstanding as
      of
      such date (after giving effect to any waivers or amendments thereto) to be
      substituted for the Collateral subject to such Collateral Asset Sale or Event
      of
      Loss.




“ Required
      Creditors ”
      means either
      of:




(i)
      as
      applicable,




(a)
      during any period commencing upon the occurrence of a Non-Payment Default and
      continuing until the 60 th calendar
      day thereafter, Voting Creditors holding at least 662⁄3% of the aggregate
      Principal of the Voting Creditor Claims then Outstanding;




12


(b)
      during any period commencing on the 61st calendar day after the occurrence
      of a
      Non-Payment Default and continuing thereafter, Voting Creditors holding at
      least
      51% of the aggregate Principal of the Voting Creditor Claims then
      Outstanding;




(c)
      during any period commencing upon any occurrence of a Payment Default and for
      so
      long as such Payment Default is continuing, Voting Creditors holding at least
      30% of the aggregate Principal of the Voting Creditor Claims then
      Outstanding;




(d)
      in
      the event of a Bankruptcy Event of Default, Voting
      Creditors holding at least 30% of the aggregate Principal of the Voting Creditor
      Claims then Outstanding ; and




(e)
      with
      respect to Sections 3.4, 3.6, 9.15 and 11.3 hereof, each of (x) Voting
      Creditors holding at least 51% of the aggregate Principal of the Voting Creditor
      Claims then Outstanding, (y) the Indenture Trustee acting at the direction
      of the Holders (as defined in the Indenture) of at least 51% of the aggregate
      Principal of the Noteholder Claims then Outstanding and
      (z)
      the Creditor Representatives under each Credit Facility acting at the direction
      of the Voting Creditors under such Credit Facility pursuant to the terms
      thereof; or




(ii) other
      than with respect to any circumstance where the Required Creditors are required
      to be determined as provided in clause (i)(e) above, the Multilateral Financial
      Institution, acting pursuant to the terms of an MFI Facility at any time such
      MFI Facility is outstanding.




For
      the
      avoidance of doubt, if more than one of the types of Collateral Event of Default
      listed in clauses (i)(a) through (d) above shall have occurred, the
      Required Creditors under clause (i) above shall constitute: (x) if
      any
      such Collateral Event of Default shall include a Bankruptcy Event of Default,
      those parties specified in (i)(d) above, and (y) otherwise, those parties
      specified in the applicable clause with the lowest voting
      threshold.




“ Responsible
      Officer ”
      means
      (i) when used with respect to the Collateral and Intercreditor Agent, any
      officer of the Collateral and Intercreditor Agent with direct responsibility
      for
      the administration of this Agreement and (ii) when used with respect to the
      Company or any other Grantor, the Chief Executive Officer, the Chief Financial
      Officer, the Chief Accounting Officer or the Treasurer of the
      Company.




“ Sale
      and Leaseback Transaction ” **** means
      any
      direct or indirect arrangement with any Person or to which any such Person
      is a
      party providing for the leasing to the Company or any other Grantor of any
      property, whether owned by the Company or by any other Grantor as of the date
      hereof or later acquired, which has been or is to be sold or transferred by
      the
      Company or by any other Grantor to such Person or to any other Person by whom
      funds have been or are to be advanced on the security of such
      Property.




“ Screen
      Conversion Rate ”
      means,
      on any day, the rate at which Pesos may be exchanged into Dollars, at (i) the
      spot (same day) rate announced by *Banco
      de México* and
      (A)
      quoted at 12:15 p.m. (Mexico City time) on Reuters Monitor Screen (Page MEX01,
      or any successor page for quoting such rate) on such day (or, if such day is
      not
      a Mexican Business Day, on the immediately preceding Mexican Business Day)
      or
      (B) if such rate is not so quoted on Reuters Monitor Screen for the relevant
      date of determination, then such spot rate as may be published in the *Diario
      Oficial de la Federación* on
      such
      day (or, if such day is not a Mexican Business Day, on the immediately preceding
      Mexican Business Day) or (ii) if such rate is not so published or quoted as
      described in clause (i) for the relevant date of determination, the “Screen
      Conversion Rate” shall be determined in the same manner as the Actual Conversion
      Rate.




13


“ Secured
      Creditor Documents ”
      means
      (a) in respect of any Noteholder Claims, the Noteholder Documents,
      (b) in respect of any Senior Lender Claims, the Senior Loan Documents
      governing such Senior Lender Claims, (c) in respect of any Working Capital
      Lender Claims, the Working Capital Documents governing such Working Capital
      Lender Claims, and (d) in respect of any Trade Creditor Claims, the
      Trade
      Agreements and other documents governing such Trade Creditor
      Claims.




“ Secured
      Obligations ”
      means,
      without duplication, (a) the Noteholder Claims, (b) the Senior Lender Claims,
      (c) the Working Capital Lender Claims and (d) the Trade Creditor Claims, in
      each
      case that are from time to time outstanding and the Creditor Representatives
      or
      the holders of which, as appropriate, have, in the case of (b), (c) and (d),
      become party to this Agreement in compliance with the provisions of Section
      7
      hereof. Secured Obligations shall include all interest accrued or accruing
      (or
      which would, absent the commencement of a proceeding relating to any Insolvency
      Event, accrue) after the commencement of a proceeding relating to any Insolvency
      Event in accordance with and at the rate specified in the relevant Secured
      Creditor Document, whether or not the claim for such interest is allowed as
      a
      claim in such proceeding. Secured Obligations shall also include all other
      payment obligations of any Grantor hereunder and under any other Collateral
      Document.




“ Secured
      Parties ”
      means
      (a) the Collateral and Intercreditor Agent, (b) the Noteholders,
      (c) the Senior Lenders, (d) the Working Capital Lenders, (e) the
      Trade Creditors and (f) each Creditor Representative, for itself (in
      its
      capacity as a Creditor Representative) and on behalf of the other Secured
      Parties for whom it serves as Creditor Representative hereunder, in each case
      to
      the extent Secured Obligations held by such Person or the Persons for whom
      it
      serves as Creditor Representative are secured by Liens on the Collateral in
      accordance with the terms hereof.




“ Securities
      Account ”
      has the
      meaning set forth in Section 4.8.




“ Securities
      Intermediary ”
      means
      HSBC Bank USA, National Association, in its capacity as securities intermediary
      under this Agreement and the other Collateral Documents, and any successor
      thereto in such capacity, or any other institution selected by the Collateral
      and Intercreditor Agent and which shall be a bank having a combined capital
      and
      surplus of at least $100,000,000 with an office in New York, New
      York.




“ Senior
      Credit Agent ”
      means
      the Person appointed Creditor Representative pursuant to each Senior Credit
      Facility and, in the case of an MFI Facility, the Multilateral Financial
      Institution.




“ Senior
      Credit Facility ”
      means
      (i) one or more bank credit facilities of the Company or any Guarantor,
      which may be guaranteed by one or more Guarantors, with an initial Weighted
      Average Life to Maturity of at least two years and any other bank credit
      facility of the Company or any Guarantor, which may be guaranteed by one or
      more
      Guarantors, with an initial Weighted Average Life to Maturity of at least two
      years replacing or refinancing any such bank credit facilities and (ii) any
      MFI Facility.




“ Senior
      Lender Claims ”
      means
      (a) all Indebtedness of the Company or any Guarantor outstanding under the
      Senior Loan Documents and (b) all other Obligations (not constituting
      Indebtedness) of the Company or any Guarantor under the Senior Loan
      Documents.




“ Senior
      Lenders ”
      means
      the Person or Persons holding Senior Lender Claims.




“ Senior
      Loan Documents ”
      means
      each credit agreement, note, agreement, document or other instrument providing
      for or evidencing any Obligation under a Senior Credit Facility, as amended,
      supplemented, modified, extended, renewed, restated or refunded in whole or
      in
      part from time to time.




14


“ Senior
      Loan Maximum Principal Amount ”
      means,
      at any date, (a) $400 million minus the aggregate Principal outstanding as
      of
      such date under the Notes, minus (b) the sum of (x) the aggregate Principal
      outstanding as of such date under any Indebtedness Incurred to refinance the
      Notes as permitted under clause (k)(ii) of Section 3.6 of the Indenture (which
      together with the aggregate Principal outstanding as of such date under the
      Notes, shall not exceed $250 million for purposes hereof) and (y) the amount
      of
      any permanent reduction in Maximum Secured Principal Amount effected on or
      prior
      to such date in respect of the Notes and the Senior Credit Facilities pursuant
      to the proviso to the definition of “Maximum Secured Principal
      Amount”; *provided* that for
      purposes of calculating the Senior Loan Maximum Principal Amount as used herein
      and in Section 4.2(b) hereof, Indebtedness Incurred to refinance the Notes
      in
      currencies other than Dollars will be deemed to be converted to Dollars at
      the
      Screen Conversion Rate on the day of such determination, and any increase in
      the
      Dollar amount of such foreign currency denominated Secured Obligation resulting
      from a change in exchange rates following the date of Incurrence of such Secured
      Obligation will be treated as an other Secured Obligation payable pursuant
      to
      Paragraph Sixth of Section 4.2(b) hereof.




“ Solvent ”
      means,
      with respect to any Person, that (a) the fair value of the property of such
      Person, measured on a going concern basis, is greater than the total amount
      of
      liabilities, including, without limitation, contingent liabilities, of such
      Person, (b) the present fair saleable value of the assets of such Person,
      measured on a going concern basis, is not less than the amount that will be
      required to pay the probable liability on all Indebtedness and obligations
      of
      such Person as it becomes absolute and matured, (c) such Person does not intend
      to, and does not believe that it will, incur Indebtedness or liabilities beyond
      its ability to pay as such Indebtedness and liabilities mature in their ordinary
      course, (d) such Person is not engaged in any business or transaction,
      and
      is not about to engage in any business or transaction, for which its assets
      would constitute unreasonably small capital after giving due consideration
      to
      the prevailing practice in the industry in which such Person is engaged or
      is to
      engage, and (e) such Person is able to pay its debts and other liabilities,
      contingent obligations and other commitments as they mature in the ordinary
      course of business.




“ Stock
      Pledge Agreement ”
      means a
      stock pledge agreement substantially in the form of Exhibit G-1 or G-2
      hereto.




“ Subsidiary ”
      means,
      with respect to any Person, any other Person (a) of which such Person
      owns,
      directly or indirectly, more than 50% of the voting power of the other Person’s
      outstanding Voting Stock and (b) any other Person that is combined or
      consolidated with such Person for purposes of financial reporting in accordance
      with Mexican GAAP.




“ Trade
      Agreement ”
      means a
      written agreement entered into by any one or more of the Company and the
      Guarantors with a supplier of goods or services to the Company or such Guarantor
      that is not an Affiliate of the Company or such Guarantor and pursuant to which
      Trade Payables are generated from time to time, as such agreement is amended,
      supplemented, modified, extended, renewed, restated or refunded in whole or
      in
      part from time to time; *provided* that
      such agreement shall contain a provision at all times expressly limiting the
      amount of Trade Payables generated thereunder that may at any time be secured
      by
      Liens on the Collateral to the Maximum Secured Trade Amount as set forth
      therein.




“ Trade
      Creditors ”
      means
      the Persons holding Trade Creditor Claims.




“ Trade
      Creditor Claims ”
      means
      all Obligations of the Company or any Guarantor relating to Trade Payables
      under
      any Trade Agreement.




“ 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




15


and
      required to be paid within one year from the date of Incurrence thereof, which
      accounts constitute accounts payable and are considered current liabilities
      in
      accordance with Mexican GAAP.




“ Trademarks ”
      means
      all rights in or to any of the following: (a) all trademarks, service marks,
      trade names, corporate names, company names, business names, fictitious business
      names, domain names, trade styles, trade dress, logos, other source or business
      identifiers, designs and general intangibles of like nature, now existing or
      hereafter adopted or acquired, all registrations and recordings thereof, and
      all
      registration and recording applications filed in connection therewith, including
      registrations and registration applications in the United States Patent and
      Trademark Office, any State of the United States or any similar offices in
      any
      other country or any political subdivision thereof, and all extensions or
      renewals thereof, (b) all goodwill associated therewith or symbolized thereby,
      and (c) all other assets, rights and interests that uniquely reflect or embody
      such goodwill.




“ Translation ”
      has the
      meaning set forth in 9.18.




“ UDIs ”
      means *Unidades
      de Inversión* ,
      units
      indexed to Mexican inflation which may be converted into Pesos at the rate
      of
      conversion determined by the Central Bank of Mexico from time to time and
      published in the *Diario
      Oficial de la Federación* .




“ Uniform
      Commercial Code ”
      or
“ UCC ”
      means
      the Uniform Commercial Code as from time to time in effect in the State of
      New
      York.




“ Unrelated
      Real Property ”
      has the
      meaning set forth in Section 8.9.




“ Vimosa ”
      means
      Vidriera Monterrey, S.A. de C.V., a Mexican corporation.




“ Vitro ”
      means
      Vitro, S.A. de C.V., a Mexican corporation.




“ Vitro
      Packaging ”
      means
      Vitro Packaging, Inc., a Delaware corporation.




“ Vitro
      Packaging Merger Agreement ”
      shall
      mean the Agreement and Plan of Merger dated May 17, 2004 between Vitro Packaging
      Inc. and VENA Acquisition Corp.




“ Voting
      Creditor Claims ”
      means
      (a) the Noteholder Claims, (b) the Senior Lender Claims and (c) the
      Working
      Capital Lender Claims.




“ Voting
      Creditor Documents ”
      means
      the Secured Creditor Documents in respect of any Voting Creditor
      Claims.




“ Voting
      Creditor Representatives ”
      means
      the Creditor Representatives in respect of the Voting Creditor
      Claims.




“ Voting
      Creditors ”
      means
      (a) the Noteholders, (b) the Senior Lenders and (c) the Working Capital
      Lenders.




“ Voting
      Stock ”
      with
      respect to any Person, means securities of any class of Capital Stock of such
      Person entitling the holders thereof (whether at all times or only so long
      as no
      senior class of stock has voting power by reason of any contingency) to vote
      in
      the election of members of the Board of Directors (or equivalent governing
      body)
      of such Person.




“ Weighted
      Average Life to Maturity ”
      means,
      when applied to any Indebtedness at any date, the number of years (calculated
      to
      the nearest one-twelfth) obtained by dividing:




16


(a)  the
      then
      outstanding aggregate principal amount of such Indebtedness into




(b)  the
      sum
      of the products obtained by multiplying:




(i)  the
      amount of each then remaining installment, sinking fund, serial maturity or
      other required payment of principal or liquidation preference, as the case
      may
      be, including payment at final maturity, in respect thereof, by




(ii)  the
      number of years (calculated to the nearest one-twelfth) which will elapse
      between such date and the making of such payment.




“ Working
      Capital Documents ”
      means
      credit agreements, notes or other instruments, entered into by one or more
      of
      the Company and the Guarantors with one or more financial institutions that
      are
      not Affiliates of the Company and any Creditor Representative appointed
      thereunder, evidencing Indebtedness of the Company and/or such Guarantors
      permitted to be incurred under the Indenture and each of the other Voting
      Creditor Documents at such time outstanding, the proceeds of which are to be
      used for the general working capital purposes of the Company and/or its
      Subsidiaries, and each of the other notes, agreements, documents and instruments
      providing for or evidencing any other Obligation under such credit agreements,
      notes or other instruments, as such documents are amended, supplemented,
      modified, extended, renewed, restated or refunded in whole or in part from
      time
      to time. Notwithstanding the foregoing, for purposes of this Agreement,
“ Working
      Capital Documents ”
      shall
      be deemed to exclude the Collateral Documents.




“ Working
      Capital Lenders ”
      means
      the Persons holding Working Capital Lender Claims.




“ Working
      Capital Lender Claims ”
      means
      (a) all Indebtedness of the Company or any Guarantor outstanding under any
      Working Capital Documents and (b) all other Obligations (not constituting
      Indebtedness) of the Company or any Guarantor under any Working Capital
      Documents.




*1.2*  *Rules
      of Construction* .
      The
      definitions of terms herein shall apply equally to the singular and plural
      forms
      of the terms defined. Whenever the context may require, any pronoun shall
      include the corresponding masculine, feminine and neuter forms. The words
“include”, “includes” and “including” shall be deemed to be followed by the
      phrase “without limitation.” Unless the context requires otherwise (i) any
      definition of or reference to any agreement, instrument or other document herein
      shall be construed as referring to such agreement, instrument or other document
      as from time to time amended, supplemented or otherwise modified, (ii) any
      reference herein to any Person shall be construed to include such Person’s
      successors and assigns, (iii) the words “herein”, “hereof” and “hereunder”, and
      words of similar import, shall be construed to refer to this Agreement in its
      entirety and not to any particular provision hereof, (iv) all references herein
      to Sections shall be construed to refer to Sections of this Agreement and (v)
      the words “asset” and “property” shall be construed to have the same meaning and
      effect and to refer to any and all tangible and intangible assets and
      properties, including cash, securities, accounts and contract
      rights.




*1.3*  *Currency
      Conventions* .
      For
      purposes of any determination under this Agreement, except as otherwise provided
      herein, amounts in respect of any Secured Obligations denominated in Pesos
      or
      UDIs shall be measured as if converted into Dollars at the Screen Conversion
      Rate as of the date of such determination; assuming, for purposes hereof,
      conversion of any amount expressed in UDIs into Pesos as of such date at the
      rate published in the *Diario
      Oficial de la Federación* ** for
      such
      date (or, if such date is not a Business Day, the next preceding Business Day)
      by the Central Bank of Mexico.






17






**Section
      2.**  **The
      Collateral and Intercreditor Agent.**




*2.1*  *General
      Authority of the Collateral and Intercreditor Agent over the
      Collateral* *.*




(a) Each
      Grantor and each of the Secured Parties (acting, in the case of the Noteholders,
      through the Indenture Trustee), hereby irrevocably appoints, designates and
      authorizes HSBC Bank USA, National Association, as Collateral and Intercreditor
      Agent, to take such action under the provisions of this Agreement and any other
      Collateral Document and to exercise such powers and perform such duties as
      are
      delegated to it by the terms of this Agreement or any other Collateral Document,
      together with such powers as are reasonably incidental thereto, subject to
      Section 2.3. By acceptance of the benefits of this Agreement and the other
      Collateral Documents, each Secured Party irrevocably (i) consents to the
      appointment of the Collateral and Intercreditor Agent as its agent hereunder
      and
      under the Collateral Documents, (ii) confirms that, except as expressly provided
      in this Agreement, the Collateral and Intercreditor Agent shall have the
      authority to act as the exclusive agent of such Secured Party for executing
      and
      delivering any amendments to the Collateral Documents, perfecting and protecting
      the Liens granted thereunder and enforcement of any provisions of this Agreement
      and the other Collateral Documents against any Grantor or the exercise of
      remedies hereunder or thereunder, in accordance with and to the extent
      consistent with this Agreement and the other Collateral Documents, (iii) agrees,
      except as expressly provided in this Agreement, that such Secured Party shall
      not take any action on its own or request that the Collateral and Intercreditor
      Agent take any action to perfect or protect the Liens granted hereunder or
      under
      the other Collateral Documents or to enforce or exercise any provisions of
      this
      Agreement or any other Collateral Document against any Grantor or to take or
      attempt to take any Enforcement Action, (iv) consents and agrees that the
      Required Creditors (pursuant to the terms hereof) shall have the sole and
      exclusive right to instruct the Collateral and Intercreditor Agent to take
      or
      refrain from taking any Enforcement Action, whether in respect of any Collateral
      Event of Default or default under any Secured Creditor Document or otherwise
      and
      (v) agrees to be bound by the terms of this Agreement and the other Collateral
      Documents, and to comply, in connection with any action taken by it in its
      capacity as Secured Party or Creditor Representative under any Secured Creditor
      Documents, with all applicable provisions contained in such Secured Creditor
      Documents and under any Collateral Documents. The Indenture Trustee shall not
      be
      liable for any act or failure to act by the Collateral and Intercreditor Agent
      under this Agreement. For the avoidance of doubt, this Agreement shall be
      subject in all respects to the provisions of applicable law, including, without
      limitation, the laws applicable to proceedings in respect of Insolvency Events.




(b)  Each
      Grantor hereby irrevocably constitutes and appoints the Collateral and
      Intercreditor Agent and any duly authorized officer or agent of the Collateral
      and Intercreditor Agent, with full power of substitution, as its true and lawful
      attorney-in-fact with full irrevocable power and authority in the place and
      stead of such Person, or in the Collateral and Intercreditor Agent’s own name,
      from time to time in the Collateral and Intercreditor Agent’s discretion, for
      the purpose of carrying out the terms of this Agreement, to take (solely upon
      the occurrence and during the continuance of any Collateral Event of Default,
      and in the case of any Mexican Grantor only with respect to enforcement or
      any
      action governed by laws other than those of Mexico) any and all appropriate
      action and to execute and deliver in the name of and on behalf of, or
      individually, as the case may be, any and all documents or instruments required
      to be executed by such Grantor in connection therewith and to do, take and
      perform all and every act whatsoever requisite, proper or necessary to be done,
      in the exercise of any of the rights and powers granted herein or in the other
      Collateral Documents to the Collateral and Intercreditor Agent (including,
      without limitation, (i) to receive, endorse and collect any drafts or other
      instruments, documents and chattel paper representing any payment, dividend
      or
      other distribution in respect of the Collateral or any part thereof and to
      give
      full discharge for the same and (ii) to file any claims or take any action
      or
      institute any proceedings that the Collateral and Intercreditor Agent may deem
      necessary or desirable for the collection of any of the Collateral or otherwise
      to enforce compliance with the terms and conditions of any Collateral
      Documents), as fully to all intents and purposes as each Grantor might or could
      do. This paragraph (b) is to be construed and interpreted as a general power
      of
      attorney coupled with an interest.






18




The
      enumeration of specific items, rights, acts or powers herein is not intended
      to,
      nor does it limit or restrict, and is not to be construed or interpreted as
      limiting or restricting, the general powers herein granted to said
      attorney-in-fact. The rights, power and authority of said attorney-in-fact
      herein granted shall commence and be in full force and effect on the date hereof
      and, in the case of any Person becoming party hereto pursuant to the provisions
      of Section 7 hereof, on the date such Person becomes a party to this Agreement,
      and such rights, power and authority shall remain in full force and effect
      thereafter until termination of this Agreement upon payment in full of all
      Voting Creditor Claims; *provided* ,
      for the
      avoidance of doubt, that such power granted by any Grantor is exercisable only
      upon the occurrence and during the continuance of a Collateral Event of
      Default.




(c)  Each
      Secured Party (acting, in the case of the Noteholders, through the Indenture
      Trustee) hereby agrees that the Collateral and Intercreditor Agent and any
      duly
      authorized officer or agent of the Collateral and Intercreditor Agent, for
      the
      purpose of carrying out the terms of this Agreement, may take any and all
      appropriate action and may execute and deliver on behalf of, as the case may
      be,
      any and all documents or instruments required to be executed by such Secured
      Party (including, in the case of any Creditor Representative, in its capacity
      as
      such) in connection therewith and may do, take and perform all and every act
      whatsoever requisite, proper or necessary to be done, in the exercise of any
      of
      the rights and powers granted herein or in the other Collateral Documents to
      the
      Collateral and Intercreditor Agent (including, without limitation, (i) to
      receive, endorse and collect any drafts or other instruments, documents and
      chattel paper representing any payment, dividend or other distribution in
      respect of the Collateral or any part thereof and to give full discharge for
      the
      same and (ii) to file any claims or take any action or institute any proceedings
      that the Collateral and Intercreditor Agent may deem necessary or desirable
      for
      the collection of any of the Collateral or otherwise to enforce compliance
      with
      the terms and conditions of any Collateral Documents or the rights of the
      Secured Parties with respect to any of the Collateral).




(d)  The
      Collateral and Intercreditor Agent hereby accepts its appointment, designation
      and authorization hereunder and agrees that it holds and will hold all of its
      right, title and interest in, to and under the Collateral Documents and the
      Collateral granted to the Collateral and Intercreditor Agent thereunder, under
      and subject to the terms and conditions set forth in this Agreement and the
      other Collateral Documents; and the Collateral and Intercreditor Agent further
      agrees that it will hold such Collateral in trust for the benefit of the
      relevant Secured Parties pursuant to the terms of this Agreement and the other
      Collateral Documents, for the enforcement of the payment of all Secured
      Obligations (subject to the limitations and priorities set forth herein and
      in
      the other Collateral Documents), in each case upon the terms and subject to
      the
      conditions set forth herein.




(e)  Each
      Secured Party (acting, in the case of the Noteholders, through the Indenture
      Trustee) hereby agrees that to the extent that any provision hereunder provides
      or authorizes the Collateral and Intercreditor Agent to act or take any action
      in its own discretion, the Collateral and Intercreditor Agent shall in no event
      be obligated to take any such action and shall not be liable to any Grantor
      or
      Secured Party for failing to do so.




*2.2*  *Information
      as to Secured Parties and Creditor Representatives.*  (a)  The
      Company shall deliver to the Collateral and Intercreditor Agent, as required
      under Sections 7.1(e) and 7.2(b) hereof and otherwise from time to time after
      the date hereof upon the request of the Collateral and Intercreditor Agent,
      an
      Officers’ Certificate setting forth in reasonable detail as of the date of such
      delivery, (i) the aggregate unpaid Principal of the Senior Lender Claims
      Outstanding, together with a list identifying the aggregate Principal under
      any
      Senior Credit Facility then held by any Grantor or any Affiliate thereof causing
      such Principal not to be Outstanding pursuant to the definition of such term,
      (ii) the aggregate unpaid Principal of the Noteholder Claims Outstanding
      together with a list identifying the aggregate Principal under the Noteholder
      Documents then held by a Grantor or any Affiliate thereof causing such Principal
      not to be Outstanding pursuant to the definition of such term, (iii) the
      aggregate unpaid Principal




19


of
      the
      Working Capital Lender Claims Outstanding in respect of each of the Working
      Capital Documents, together with a list identifying the aggregate Principal
      under each such Working Capital Documents then held by a Grantor or any
      Affiliate thereof causing such Principal not to be Outstanding pursuant to
      the
      definition of such term, (iv) the aggregate unpaid Principal of the Trade
      Creditor Claims outstanding under each Trade Agreement and the Maximum Secured
      Trade Amount specified therein, and (v) to the extent known to the Company
      or any of its Affiliates, the respective names and addresses and other contact
      information of each Secured Party and each Creditor Representative. Without
      limiting the right of the Collateral and Intercreditor Agent to make a request
      at any other time, the Collateral and Intercreditor Agent shall promptly request
      from the Company, and the Company shall promptly deliver, such information
      upon
      being notified that a Collateral Event of Default has occurred.




(b)  In
      addition, upon any change in the designation of any Creditor Representative,
      each Secured Party represented thereby shall promptly notify the Collateral
      and
      Intercreditor Agent in writing of such change. Promptly following the date
      hereof, the Indenture Trustee shall deliver to the Collateral and Intercreditor
      Agent the names of the officers of the Indenture Trustee authorized to give
      directions hereunder on behalf of the Indenture Trustee, and each Creditor
      Representative becoming party hereto pursuant to the provisions of Section
      7
      hereof shall in connection therewith deliver to the Collateral and Intercreditor
      Agent the names of its officers authorized to give directions or provide
      information hereunder on behalf of such Creditor Representative. Each Creditor
      Representative agrees to notify the Collateral and Intercreditor Agent in
      writing of any change of its officers authorized to give directions or provide
      information hereunder on behalf of such Creditor Representative prior to the
      date of any such change. If the Collateral and Intercreditor Agent does not
      receive the names of the officers of any Creditor Representative authorized
      to
      give directions or provide information hereunder on behalf of such Creditor
      Representative, the Collateral and Intercreditor Agent may rely on any Person
      purporting to be authorized to give directions hereunder on behalf of such
      Creditor Representative. If the Collateral and Intercreditor Agent is not
      informed of changes of the officers of any Creditor Representative authorized
      to
      give directions hereunder on behalf of such Creditor Representative, the
      Collateral and Intercreditor Agent may rely on the information previously
      provided to the Collateral and Intercreditor Agent.




*2.3*  *The
      Collateral and Intercreditor Agent.*  (a) The
      Collateral and Intercreditor Agent may take such actions and exercise such
      powers as are delegated to the Collateral and Intercreditor Agent by the terms
      of this Agreement and the other Collateral Documents, together with such actions
      and powers as are reasonably incidental thereto.




(b)  The
      bank
      serving as the Collateral and Intercreditor Agent hereunder shall, to the extent
      it is a holder of any Secured Obligations from time to time, have the same
      rights and powers in its capacity as a Secured Party as any other Secured Party
      and may exercise the same as though it were not the Collateral and Intercreditor
      Agent, and such bank and its Affiliates may accept deposits from, lend money
      to
      and generally engage in any kind of business with any Grantor or its Affiliates
      as if it were not the Collateral and Intercreditor Agent hereunder. The Secured
      Parties acknowledge that, pursuant to such activities, the Collateral and
      Intercreditor Agent or its Affiliates may receive information regarding the
      Company or its Affiliates (including information that may be subject to
      confidentiality obligations in favor of the Company or such Affiliate) and
      acknowledge that the Collateral and Intercreditor Agent shall be under no
      obligation to provide such information to them except as expressly provided
      for
      herein.




(c)  The
      Collateral and Intercreditor Agent shall not have any duties or obligations
      except those expressly set forth in this Agreement and the other Collateral
      Documents. The Collateral and Intercreditor Agent shall make available for
      inspection by any Secured Party, upon request of the Creditor Representative
      of
      such Secured Party, each certificate or other documents furnished to the
      Collateral and Intercreditor Agent by any Grantor under or in respect of this
      Agreement, any other Collateral Document or any portion of the Collateral; *provided* that if
      the Company in its reasonable, good faith judgment after consultation with
      counsel designates any certificates or documents provided to the Collateral
      and




20


Intercreditor
      Agent as confidential pursuant to an Officers’ Certificate (the “ Confidential
      Information ”),
      then
      (A) at any time that a Collateral Event of Default has not occurred and is
      not
      continuing, the Collateral and Intercreditor Agent shall make any such
      Confidential Information available for inspection to any Secured Party that
      executes a confidentiality agreement in substantially the form of Exhibit N
      hereto or otherwise acceptable to the Company in its reasonable judgment; *provided* that a
      Multilateral Financial Institution shall not be required to execute any such
      confidentiality agreement and (B) after the occurrence and during the
      continuance of any Collateral Event of Default, the Collateral and Intercreditor
      Agent shall make any Confidential Information available for inspection to all
      Secured Parties. The Grantors hereby consent to the disclosure of such requested
      certificates and other documents by the Collateral and Intercreditor Agent
      to
      the Secured Parties, subject to the conditions described in the foregoing
      sentence. Without limiting the generality of the foregoing, (i) the
      Collateral and Intercreditor Agent shall not be subject to any fiduciary or
      other implied duties, regardless of whether a default under any Secured Creditor
      Document has occurred, (ii) except as expressly set forth in this Agreement
      and the other Collateral Documents, the Collateral and Intercreditor Agent
      shall
      not have any duty to take any discretionary action or exercise any discretionary
      powers, except discretionary rights and powers that the Collateral and
      Intercreditor Agent is required to exercise by request of one or more of the
      Voting Creditor Representatives or the Required Creditors pursuant to this
      Agreement, and (iii) except as expressly set forth in this Agreement
      and
      the other Collateral Documents, the Collateral and Intercreditor Agent shall
      not
      have any duty to disclose, and shall not be liable for the failure to disclose,
      any information relating to any Grantor that is communicated to or obtained
      by
      the bank serving as Collateral and Intercreditor Agent or any of its Affiliates
      in any capacity. The Collateral and Intercreditor Agent shall not be liable
      for
      any action taken or not taken by it with the consent or at the request of one
      or
      more of the Voting Creditor Representatives or the Required Creditors pursuant
      to the terms of this Agreement, or in the absence of its own gross negligence
      or
      willful misconduct. The Collateral and Intercreditor Agent shall be deemed
      not
      to have knowledge of any default or event of default under any Secured Creditor
      Document, unless and until written notice thereof is given to the Collateral
      and
      Intercreditor Agent by the Company or any Creditor Representative or other
      Secured Party, as applicable, and the Collateral and Intercreditor Agent shall
      not be responsible for or have any duty to ascertain or inquire into
      (i) any statement, warranty or representation made in or in connection
      with
      any Secured Creditor Document, (ii) the contents of any certificate,
      report
      or other document delivered thereunder or in connection therewith,
      (iii) the performance or observance of any of the covenants, agreements
      or
      other terms or conditions set forth in any Secured Creditor Document,
      (iv) the validity, enforceability, effectiveness or genuineness of any
      Secured Creditor Document, or (v) the satisfaction of any condition
      set
      forth in any Secured Creditor Document, other than to confirm receipt of items
      expressly required to be delivered to the Collateral and Intercreditor Agent
      under any such Secured Creditor Document.




(d)  Upon
      receipt of written notice of the occurrence and continuance of a Collateral
      Event of Default or upon its determination that a Collateral Event of Default,
      consisting of an Insolvency Event of a Payment Default, has occurred and is
      continuing, the Collateral and Intercreditor Agent shall promptly provide notice
      of such Collateral Event of Default to (i) each Grantor and (ii) each financial
      institution that has entered into a *Comision
      Mercantil* substantially in the form of Exhibit K attached hereto (a *“Comision
      Mercantil”* ).




(e)  The
      Company shall promptly notify the Collateral and Intercreditor Agent of the
      occurrence of an Event of Loss. Upon receipt of such notice, the Collateral
      and
      Intercreditor Agent shall promptly notify the Creditor Representatives of such
      Event of Loss.




(f)  Whenever
      in the performance of its duties under this Agreement, the Collateral and
      Intercreditor Agent shall deem it necessary or desirable that a matter be proved
      or established with respect to any Grantor or any other Person in connection
      with the taking, suffering or omitting of any action hereunder by the Collateral
      and Intercreditor Agent, such matter may be conclusively deemed to be proved
      or
      established by a certificate purporting to be executed by an officer of such
      Person. The




21


Collateral
      and Intercreditor Agent shall be entitled to rely upon, and shall not incur
      any
      liability with respect to any action taken, suffered or omitted in reliance
      upon
      any such certificate, or any notice, request, certificate, consent, statement,
      instrument, document or other writing reasonably believed by it to be genuine
      and to have been signed or sent by the proper Person. The Collateral and
      Intercreditor Agent also may rely upon any statement made to it orally or by
      telephone and reasonably believed by it to be made by the proper Person, and
      shall not incur any liability for relying thereon. The Collateral and
      Intercreditor Agent may consult with legal counsel, independent accountants
      and
      other experts selected by it, and shall not be liable for any action taken
      or
      not taken by it in accordance with the advice of any such counsel, accountants
      or experts. The Collateral and Intercreditor Agent shall be entitled to request
      instructions from the Voting Creditors in connection with the performance of
      any
      of its duties hereunder. The Collateral and Intercreditor Agent may refuse
      to
      act on any notice, consent, direction or instruction that is contrary to
      applicable law.




(g)  The
      Collateral and Intercreditor Agent may perform any and all of its duties and
      exercise its rights and powers by or through any one or more sub-agents
      appointed by the Collateral and Intercreditor Agent. The Collateral and
      Intercreditor Agent and any such sub-agent may perform any and all its duties
      and exercise its rights and powers through their respective Affiliates. The
      exculpatory provisions of the preceding paragraphs shall apply to any such
      sub-agent and to the Affiliates of the Collateral and Intercreditor Agent and
      any such sub-agent.




(h)  Subject
      to the appointment and acceptance of a successor Collateral and Intercreditor
      Agent as provided in this paragraph, the Collateral and Intercreditor Agent
      may
      resign at any time by notifying the Creditor Representatives and the Company.
      Upon any such resignation, the Indenture Trustee and the Senior Credit Agents,
      acting together, shall have the right, in consultation with the Company, to
      appoint a successor, and if no successor shall have been so appointed and shall
      have accepted such appointment within 45 days after the retiring Collateral
      and
      Intercreditor Agent gives notice of its resignation, then the retiring
      Collateral and Intercreditor Agent may, on behalf of the Secured Parties,
      appoint a successor Collateral and Intercreditor Agent which shall be a bank
      having a combined capital and surplus of at least $100,000,000 with an office
      in
      New York, New York (which may be any Voting Creditor Representative), or an
      Affiliate of any such bank. If a successor Collateral and Intercreditor Agent
      is
      not appointed within 45 days after receipt by the Creditor Representatives
      and
      the Company of the Collateral and Intercreditor Agent’s notice of resignation,
      the Collateral and Intercreditor Agent may also petition any court of competent
      jurisdiction for the appointment of a successor Collateral and Intercreditor
      Agent.




(i)  Upon
      its
      appointment as Collateral and Intercreditor Agent hereunder, a successor
      Collateral and Intercreditor Agent shall succeed to and become vested with
      all
      the rights, powers, privileges and duties of the retiring Collateral and
      Intercreditor Agent, and the retiring Collateral and Intercreditor Agent shall
      be discharged from its duties and obligations hereunder. Any successor
      Collateral and Intercreditor Agent shall execute and deliver an appropriate
      supplement or amendment to this Agreement and other necessary amendments or
      supplements to the Collateral Documents to effect such appointment. The fees
      payable by the Grantors to a successor Collateral and Intercreditor Agent shall
      be the same as those payable to its predecessor unless otherwise agreed between
      the Company and such successor. After any Collateral and Intercreditor Agent’s
      resignation hereunder, the provisions of this Section 2.3 and of
      Section 2.4 shall continue in effect for the benefit of such retiring
      Collateral and Intercreditor Agent, its sub-agents and their respective
      Affiliates in respect of any actions taken or omitted to be taken by any of
      them
      while it was acting as Collateral and Intercreditor Agent.




(j)  None
      of
      the provisions contained in this Agreement shall require the Collateral and
      Intercreditor Agent to expend, advance or risk its own funds or otherwise incur
      personal financial liability in the performance of its duties or in the exercise
      of any of its rights or powers, if there shall be reasonable grounds for
      believing that the repayment of such funds or adequate indemnity against such








22






liability
      is not satisfactorily assured to it. The Collateral and Intercreditor Agent
      shall be under no obligation to exercise any of the powers vested in it by
      this
      Agreement at the request, order or direction of any of the Secured Parties
      pursuant to the provisions of this Agreement unless such Secured Parties shall
      have offered to the Collateral and Intercreditor Agent security or indemnity
      satisfactory to it against the costs, expenses and liabilities that might be
      incurred thereby.




*2.4*  *Collateral
      and Intercreditor Agent’s Fees; Indemnification.*  (a) Each
      Grantor jointly and severally agrees to pay upon written demand to the
      Collateral and Intercreditor Agent the Collateral and Intercreditor Agent Fees
      and the amount of any and all reasonable and documented expenses, including
      the
      reasonable and documented fees, disbursements and other charges of its counsel
      and of any experts or agents, which the Collateral and Intercreditor Agent
      may
      otherwise incur in connection with this Agreement or the other Collateral
      Documents.  In
      the
      event that the Collateral and Intercreditor Agent is requested by any Voting
      Creditors to give a notice of exclusive control, of shifting control or the
      like
      under any Collateral Document consisting of a securities account control
      agreement or a deposit account control agreement and, under the terms of such
      securities account control agreement or deposit account control agreement,
      the
      Collateral and Intercreditor Agent would upon delivery of such notice incur
      obligations to indemnify, hold harmless or reimburse the bank or securities
      intermediary party to such agreement with which the applicable account is
      maintained, the Collateral and Intercreditor Agent shall not be obligated to
      comply with such request by such Voting Creditors unless and until such Voting
      Creditors agree that they shall jointly and severally indemnify, and hold
      harmless, the Collateral and Intercreditor Agent with respect to any such
      obligations.




(b)  Without
      limitation of its indemnification obligations under any Collateral Document
      or
      Secured Creditor Document, each Grantor jointly and severally agrees to
      indemnify the Collateral and Intercreditor Agent and its Affiliates against,
      and
      hold each of them harmless from, (i) any and all losses, claims, damages,
      liabilities and related expenses, including reasonable and documented fees,
      disbursements and other charges of counsel, incurred by or asserted against
      any
      of them arising out of, in any way connected with, or as a result of, the
      execution, delivery or performance of this Agreement or any other Collateral
      Document or any claim, litigation, investigation or proceeding relating hereto
      or thereto or to the Collateral, whether or not the Person seeking such
      indemnification is a party to such Collateral Document; *provided* that
      such indemnity shall not, as to the Collateral and Intercreditor Agent and
      its
      Affiliates, be available to the extent that such losses, claims, damages,
      liabilities or related expenses are determined by a court of competent
      jurisdiction to have resulted from the gross negligence or willful misconduct
      of
      any such Person and (ii) any and all present or future claims or liability
      for any recording, stamp, documentary, excise, transfer, sales, property or
      similar taxes, charges or levies incurred in connection with this
      Agreement.




(c)  Any
      such
      amounts payable as provided hereunder shall be additional Secured Obligations
      secured by the Collateral Documents. The provisions of this Section 2.4
      shall remain operative and in full force and effect regardless of the
      termination of this Agreement, any other Collateral Document or any Secured
      Creditor Document, the consummation of the transactions contemplated hereby,
      the
      repayment of any of the Secured Obligations, the invalidity or unenforceability
      of any term or provision of this Agreement, any other Collateral Document or
      any
      Secured Creditor Document, or any investigation made by or on behalf of the
      Collateral and Intercreditor Agent or any other Secured Party. All amounts
      due
      under this Section 2.4 shall be payable on written demand therefor and
      shall bear interest at a rate of 3% per annum.




**Section
      3.**  **Rights
      to Collateral; Enforcement; Coordination** .




*3.1*  *Pari
      Passu Rights.* Each
      Secured Party agrees that all of the Collateral is for the joint and *pari
      passu* benefit
      of all the Secured Parties in accordance with and subject to the terms of this
      Agreement and the other Collateral Documents as security for the payment and
      performance of the




23


Secured
      Obligations, notwithstanding the date of the incurrence of the Secured
      Obligations or the date, manner or order of grant, attachment or perfection
      of
      any Liens granted to the Collateral and Intercreditor Agent for the benefit
      of
      the Secured Parties or to any Secured Party in the Collateral and
      notwithstanding any provision of the Uniform Commercial Code, Mexican law or
      any
      other applicable law or decision thereunder.




*3.2*  *Limits
      on Exercise of Remedies* . **  (a) Whether
      or not any Insolvency Event shall have occurred involving the Company or any
      Grantor, (i) except as expressly permitted pursuant to this Agreement
      upon
      the instruction of the Required Creditors, the Secured Parties shall not
      exercise or seek to exercise any Enforcement Action, institute any action or
      proceeding with respect to any Enforcement Action (including without limitation
      any action of foreclosure or the exercise of any right under any lockbox
      agreement, landlord waiver or bailee’s letter or similar agreement or
      arrangement to which any such Secured Party is a party), or contest, protest
      or
      object to any foreclosure proceeding or action brought by the Collateral and
      Intercreditor Agent or any other Enforcement Action or other action by the
      Collateral and Intercreditor Agent, or object to the forbearance by the
      Collateral and Intercreditor Agent from bringing or pursuing any foreclosure
      proceeding or action or any other Enforcement Action, (ii) subject to
      clause (b) below, the Collateral and Intercreditor Agent shall have the
      exclusive right to take Enforcement Actions and make determinations with respect
      to whether and how to effect such Enforcement Actions and with respect to any
      release, disposition, or restrictions relating to the Collateral in accordance
      with the terms of this Agreement and the other Collateral Documents, without
      any
      consultation with or the consent of any Secured Party other than the Voting
      Creditors, and (iii) subject to clause (b) below, the Voting Creditors
      (pursuant to the terms hereof) shall have the exclusive right among the Secured
      Parties to direct the Collateral and Intercreditor Agent’s exercise or
      non-exercise of any Enforcement Action and any such determination; *provided* that
      none of the foregoing shall be construed to prevent the Collateral and
      Intercreditor Agent from taking actions permitted to be taken by it in the
      absence of receipt of any direction from the Required Creditors; and *provided*  *further* that,
      subject to the terms of Section 3.1, (x) upon the commencement of any proceeding
      relating to any Insolvency Event involving the Company or any Grantor, any
      Secured Party may file a claim or statement of interest with respect to any
      Secured Obligation held by it, and (y) any Secured Party may take any action
      (not adverse to the rights of the Collateral and Intercreditor Agent to
      exercise, or the Required Creditors to direct the exercise of, any Enforcement
      Action) in order to preserve or protect the Lien of the Collateral and
      Intercreditor Agent on the Collateral.




(b)  Upon
      the
      occurrence and during the continuance of a Collateral Event of Default, the
      Collateral and Intercreditor Agent may exercise (or cause its agents to
      exercise) in accordance with Section 3.5, any or all of the remedies available
      to the Collateral and Intercreditor Agent (or to such agents) with respect
      to
      the Collateral. Each Secured Party acknowledges and agrees that the sole basis
      for any Enforcement Action by the Collateral and Intercreditor Agent hereunder
      and under any other Collateral Document shall be the occurrence and continuance
      of a Collateral Event of Default and that no default or event of default under
      any other agreement (including any other Secured Creditor Documents) other
      than
      the Voting Creditor Documents shall be a basis for any Collateral Event of
      Default.




(c)  Each
      of
      the Secured Parties hereby covenants and agrees that:




(i)  it
      will
      not seek relief from the automatic stay or any other stay in any proceeding
      relating to any Insolvency Event in respect of the Collateral, other than upon
      the instruction of the Collateral and Intercreditor Agent or otherwise as
      approved by the Required Creditors; *provided* that if
      the Collateral and Intercreditor Agent or any other Secured Party acting upon
      approval of the Required Creditors shall seek relief from the automatic stay
      or
      any other stay in any proceeding relating to any Insolvency Event in respect
      of
      the Collateral, the request for such relief shall be made on behalf of all
      Secured Parties (subject to their cooperation in joining in such request to
      the
      extent necessary for such request to be made on behalf of all




24


Secured
      Parties) or the Creditor Representatives (on behalf of themselves and the
      Secured Parties, if applicable) shall be afforded an opportunity to join in
      or
      make such request; and




(ii)  it
      will
      not contest (or support any other Person contesting) (x) any request by or
      on
      behalf of the Collateral and Intercreditor Agent or any other Secured Party
      acting upon approval of the Required Creditors for adequate protection or
      (y) any objection by or on behalf of the Collateral and Intercreditor
      Agent
      or any other Secured Party acting upon approval of the Required Creditors to
      any
      motion, relief, action or proceeding based on such Person’s claiming a lack of
      adequate protection; *provided* that
      in
      the case of any such request or objection referred to in clause (x) or (y)
      of
      this sentence, either such request or objection shall be made on behalf of
      all
      Secured Parties (subject to their cooperation in joining in such request or
      objection to the extent necessary for such request or objection to be made
      on
      behalf of all Secured Parties) or the Creditor Representatives (on behalf of
      themselves and the Secured Parties, if applicable) shall be afforded an
      opportunity to join in or make such request or objection on an equal and ratable
      basis.




*3.3*  *Incidents
      of Sale.* In
      connection with any Enforcement Action, to the fullest extent permitted by
      applicable law:




(a)  any
      Secured Party or group of Secured Parties may bid for and purchase the property
      offered by sale, and upon compliance with the terms of sale may hold and dispose
      of such property; and




(b)  the
      Collateral and Intercreditor Agent, in its own name or pursuant to any power
      of
      attorney granted in or pursuant to Section 2.1 or Section 7.2 of this
      Agreement by the Grantors, but in any event on behalf of the corresponding
      Grantor, may make all necessary deeds, bills of sale and instruments of
      assignment and transfer of the property thus sold and execute any other
      documents or agreements relating thereto and may substitute one or more Persons
      with like power. If requested by the Collateral and Intercreditor Agent or
      by
      any purchaser, the relevant Grantor shall ratify and confirm any such sale
      or
      transfer by executing and delivering to the Collateral and Intercreditor Agent
      or to such purchaser or purchasers all proper and reasonable deeds, bills of
      sale, instruments of assignment and transfer and releases as may be designated
      in any such request, and shall take all such other action as the Collateral
      and
      Intercreditor Agent, in its own discretion, or as any Voting Creditor
      Representative may instruct in connection with any Enforcement Action determined
      to be taken by the Required Creditors, reasonably deems necessary or advisable
      in order that any sale or disposal of Collateral, after the occurrence and
      during the continuance of any Collateral Event of Default, may be made in
      compliance with applicable law.




*3.4*  *Determinations
      Relating to Collateral; Releases of Collateral.*  (a)  In
      the
      event (i) the Collateral and Intercreditor Agent shall receive any written
      request from any Grantor under any Collateral Document for consent or approval
      with respect to any matter relating to any Collateral Document, any Collateral
      or any Grantor’s obligations with respect thereto, (ii) there shall be due to or
      from the Collateral and Intercreditor Agent under the provisions of any
      Collateral Document any material performance or the delivery of any material
      instrument or (iii) a Responsible Officer of the Collateral and Intercreditor
      Agent shall become aware of any nonperformance by any Grantor of any covenant
      or
      any breach of any representation or warranty set forth in any Collateral
      Document, then, in each such event, the Collateral and Intercreditor Agent
      shall
      advise the Voting Creditor Representatives of the matter or thing as to which
      consent has been requested or the performance or instrument required to be
      delivered or the nonperformance or breach of which the Collateral and
      Intercreditor Agent has become aware. The Required Creditors shall have the
      exclusive authority to direct the Collateral and Intercreditor Agent’s response
      to any of the events or circumstances contemplated in clauses (i), (ii) and
      (iii) above.




(b)  If
      in
      connection with:






25




(i)  any
      Enforcement Action, including any sale, lease, exchange, transfer or other
      disposition of any Collateral;




(ii)  any
      Collateral Asset Sale or any sale for Fair Market Value of Obsolete
      Equipment;




(iii)  any
      release of Collateral pursuant to Sections 7.5 or 7.6; or




(iv)  any
      other
      request by any Grantor that any Collateral be released from the Liens thereon
      granted under any Collateral Document;




the
      Collateral and Intercreditor Agent releases fully or to any limited extent
      any
      Collateral from the Liens thereon granted under any of the Collateral Documents,
      then such Liens shall to such extent be released with respect to such Collateral
      and such release shall be binding upon all Secured Parties, and the Collateral
      and Intercreditor Agent shall not have any liability to any Secured Party on
      account of such release; *provided* that, in
      the case of any release made in connection with clause (ii) or (iii)
      of
      this Section 3.4(b), if such release is expressly permitted by the terms of
      each
      of the Voting Creditor Documents, then such release shall be binding upon all
      Secured Parties and the Collateral and Intercreditor Agent shall not have any
      liability to any Secured Party on account of such release, if the Collateral
      and
      Intercreditor Agent receives one or more Officer’s Certificates signed by a
      Responsible Officer of the Company and any required Opinion of Counsel. If,
      however, such release is not expressly permitted by the terms of each of the
      Voting Creditor Documents or is made other than in connection with clauses
      (ii)
      and (iii) of this Section 3.4(b), then such release shall be binding upon all
      Secured Parties and the Collateral and Intercreditor Agent shall not have any
      liability to any Secured Party on account of such release, if the Collateral
      and
      Intercreditor Agent receives written consent from the requisite Required
      Creditors pursuant to clause 1(e) of the definition thereof to such effect.
      It
      is understood that no such Officer’s Certificate or consent of the Required
      Creditors shall be required for any release of Collateral expressly contemplated
      and permitted by any Collateral Document to be automatically effective without
      the necessity of any consent or delivery of any certificate or opinion, except
      in the case of Sections 7.5 and 7.6 to the extent set forth therein, and the
      Collateral and Intercreditor Agent may confirm any such release at the request
      of any Grantor without liability to any Secured Party; *provided* ,
      that
      the provisions of such Collateral Document and each Voting Creditor Document
      are
      complied with in connection with such release.




*3.5*  *Cooperation;
      Remedies Instruction* *.*  (a) Subject
      to Section 3.2 hereof, each Trade Creditor agrees that it will not commence
      or
      join with any Person (other than any Voting Creditor Representative or the
      Collateral and Intercreditor Agent, promptly upon the request of any of them)
      in
      commencing, any enforcement, collection, execution, levy or foreclosure action
      or proceeding (including any Enforcement Action) with respect to any
      Collateral.




(b)  Each
      of
      the Voting Creditors and holders of Trade Payables hereby agrees that it will
      not commence, or join with any Person in commencing, any Enforcement Action
      with
      respect to any Collateral except in accordance with the terms of this
      Agreement.




(c)  Upon
      the
      occurrence of a Collateral Event of Default, the Collateral and Intercreditor
      Agent (acting at its own discretion or upon the instruction of any Voting
      Creditor Representative), or any Voting Creditor Representative may serve a
      notice (each, a “ Remedies
      Initiation Notice ”)
      on
      each Voting Creditor Representative requesting that it obtain instructions
      from
      the Secured Parties for which it is Creditor Representative as to which
      Enforcement Action(s) with respect to the Collateral, if any, such Secured
      Parties wish the Collateral and Intercreditor Agent to take. There may be
      multiple Remedies Initiation Notices with respect to the same Collateral Event
      of Default and the Remedies Initiation Notices may propose various Enforcement
      Actions for consideration. Each of the Collateral and Intercreditor Agent,
      the
      Voting Creditor Representatives and the Voting Creditors shall, in order to




26


achieve
      a
      coordinated approach to any Enforcement Action(s) following a Collateral Event
      of Default, use commercially reasonable efforts to afford each other a
      reasonable opportunity to meet and confer regarding the validity and anticipated
      nature of any proposed Enforcement Action and each agrees to act in a
      commercially reasonable manner in responding to any Remedies Initiation
      Notice.




(d)  Upon
      the
      occurrence and during the continuance of a Collateral Event of Default, no
      Voting Creditor Representative or Voting Creditor shall direct the taking of
      any
      Enforcement Action other than with the written agreement of the Required
      Creditors in respect of such Collateral Event of Default. Upon such agreement
      and during the continuance of a Collateral Event of Default, any Voting Creditor
      Representative may deliver on behalf of a group of Required Creditors an
      instruction to the Collateral and Intercreditor Agent specifying any Enforcement
      Action(s) to be taken (which instruction may be detailed as to the Enforcement
      Action(s) to be taken or generally provide for the taking of all or a particular
      category of available Enforcement Actions in the Collateral and Intercreditor
      Agent’s discretion) and certifying as to the agreement by such Required
      Creditors to the taking of such action (each, a “ Remedies
      Instruction ”).
      Upon
      receipt of a Remedies Instruction and during the continuance of a Collateral
      Event of Default, the Collateral and Intercreditor Agent shall promptly provide
      a copy thereof to each Creditor Representative and to the Company and shall
      promptly commence such Enforcement Action, to the maximum extent permitted
      by
      law.




(e)  In
      the
      event that more than one group of Required Creditors delivers conflicting
      Remedies Instructions, or otherwise in the event of any conflict among Remedies
      Instructions given from time to time, the Remedies Instruction from the group
      representing the greatest percentage of the aggregate then Outstanding Principal
      under the Voting Creditor Documents shall govern; *provided* that any
      Remedies Instruction that provides for the initiation of any Enforcement Action
      consisting of foreclosure or other sale of Collateral (pursuant to judicial
      proceedings or otherwise) shall prevail over any Remedies Instruction not
      providing for the initiation of any such action with respect to such Collateral,
      regardless of Principal amount represented thereby. Once a Remedies Instruction
      providing for the initiation of such foreclosure or other sale of Collateral
      has
      been received by the Collateral and Intercreditor Agent, it may not be rescinded
      or modified, and no other Enforcement Action likely to impair or frustrate
      the
      Enforcement Action provided for in such Remedies Instruction may be initiated,
      except pursuant to a Remedies Instruction delivered (i) in the case of such
      a
      Remedies Instruction given by a Multilateral Financial Institution in its
      capacity as Required Creditor pursuant to clause (ii) of the definition of
      Required Creditors, by such Multilateral Financial Institution, or (ii) in
      the
      case of such a Remedies Instruction given by any other group of Required
      Creditors, by a group of Required Creditors that includes Secured Parties
      holding at least 662⁄3% of the Voting Creditor Claims that were voted in favor of
      delivering such original Remedies Instruction.




(f)  Notwithstanding
      anything to the contrary in this Section 3.5, promptly following the receipt
      of
      written notice of, or a Responsible Officer of the Collateral and Intercreditor
      Agent otherwise having actual knowledge of, any Bankruptcy Event of Default,
      the
      Collateral and Intercreditor Agent shall subject to Section 2.3(j) hereof,
      pending receipt of any Remedies Instruction from the Required Creditors, engage
      in available Enforcement Actions and exercise other available remedies in the
      exercise of its reasonable discretion for the protection of the interests of
      the
      Secured Parties, to the fullest extent permitted by applicable law.




*3.6*  *Amendments
      to Collateral Documents.* The
      Required Creditors shall have the exclusive authority to direct the Collateral
      and Intercreditor Agent in writing to amend, or consent to any action by the
      Collateral and Intercreditor Agent to amend, any provision of, or grant any
      waivers or consents in respect of, any Collateral Document (other than this
      Agreement, as to which Section 11.3 shall apply), without any consent or
      approval of, or prior notice to, any other Secured Party.








27




*3.7*  *Exercise
      of Powers.* All of
      the powers, remedies and rights of the Collateral and Intercreditor Agent as
      set
      forth in this Agreement shall be exercised by the Collateral and Intercreditor
      Agent in respect of any Collateral Document as though set forth in full therein
      and all of the powers, remedies and rights of the Collateral and Intercreditor
      Agent as set forth in any Collateral Document shall be exercised from time
      to
      time as herein and therein provided.




**Section
      4.**  **Accounts;
      Distributions** .




*4.1*  *Collateral
      Accounts.* The
      Collateral and Intercreditor Agent shall deposit, promptly upon receipt thereof,
      into a Dollar-denominated trust account (together with each other account
      created pursuant to this Section 4.1, the “ Collateral
      Account ”)
      established with the Securities Intermediary, pursuant to Section 4.5, or any
      Peso-denominated account opened by the Collateral and Intercreditor Agent with
      any Mexican bank or institution established pursuant to Section 4.5 (which
      account shall be deemed a Collateral Account), (i) the proceeds of any sale
      or
      foreclosure action taken pursuant to this Agreement or any other Collateral
      Document and (ii) any monies otherwise received for satisfaction of
      the
      Secured Obligations, whether from the Collateral, the Company, the Guarantors,
      any Affiliate of the Company or otherwise (and including, without limitation,
      any dividends, lease payments or other proceeds in respect of any Collateral
      and
      any cash or other assets constituting Collateral or proceeds thereof held in
      any
      deposit accounts or securities accounts of any Grantor and any amounts
      transferred from the Proceeds Account or Event of Loss Account, in each case
      upon the occurrence and during the continuance of a Collateral Event of
      Default); *provided* that the
      Collateral and Intercreditor Agent shall convert amounts received in any
      currency other than Dollars into Dollars on or promptly following the day
      received at the Actual Conversion Rate on the day of such conversion (and may
      open an account, which shall be deemed a Collateral Account, if necessary to
      receive funds in such other currency prior to conversion). All monies held
      in
      any Collateral Account shall be trust funds held by the Collateral and
      Intercreditor Agent for the benefit of the Secured Parties for the purpose
      of
      making payments therefrom in accordance with Section 4.2 and shall
      constitute part of the Collateral. The Collateral and Intercreditor Agent shall
      maintain such sub-accounts and records with respect to each Collateral Account
      as will permit the segregation and allocation of proceeds of Collateral in
      accordance with Section 4.2. The Collateral and Intercreditor Agent shall
      establish a Peso-denominated Collateral Account, and in the case of any
      Collateral Account established in connection with the Comegua Pledged Stock,
      a
      Balboa-denominated Collateral Account promptly following the Issue
      Date.




*4.2*  *Application
      of Monies from a Collateral Account.*  (a) The
      Collateral and Intercreditor Agent shall have the right at any time to apply
      monies held by it in any Collateral Account to the payment of due and unpaid
      Collateral and Intercreditor Agent Fees. Upon the receipt of notice of the
      cessation of a Collateral Event of Default and the payment of all amounts due
      under Paragraphs First, Second and Third below and the payment of all due and
      unpaid amounts owed to any Secured Party in respect of any Secured Obligations,
      the Collateral and Intercreditor Agent shall treat any proceeds of any
      Collateral held in a Collateral Account in accordance with the provisions of
      the
      Collateral Documents and Secured Creditor Documents that would have been
      applicable to proceeds of such Collateral had no Collateral Event of Default
      occurred.




(b)  After
      the
      occurrence and during the continuance of a Collateral Event of Default, all
      remaining monies held by the Collateral and Intercreditor Agent in any
      Collateral Account with respect to the Collateral shall, to the extent available
      for distribution (it being understood that the Collateral and Intercreditor
      Agent may liquidate investments prior to maturity in order to make a
      distribution pursuant to this Section 4.2), be distributed (subject to and
      in
      accordance with the other provisions of this Section 4.2 and of Section 4.7)
      by
      the Collateral and Intercreditor Agent on each Distribution Date in the
      following order of priority:




28


First :
      to the
      Collateral and Intercreditor Agent for any unpaid Collateral and Intercreditor
      Agent Fees and to any Secured Party which has theretofore advanced or paid
      any
      Collateral and Intercreditor Agent Fees constituting administrative expenses
      allowable under Section 503(b) of Title 11 of the United States Code
      or
      similar laws of other jurisdictions, an amount equal to the amount thereof
      so
      advanced or paid by such Secured Party and for which such Secured Party has
      not
      been reimbursed prior to such Distribution Date, and, if such monies shall
      be
      insufficient to pay such amounts in full, then ratably (without priority of
      any
      one over any other) to such Secured Parties in proportion to the amounts of
      such
      Collateral and Intercreditor Agent Fees advanced by the respective Secured
      Parties and remaining unpaid on such Distribution Date;




Second :
      to any
      Secured Party which has theretofore advanced or paid any Collateral and
      Intercreditor Agent Fees other than such administrative expenses, an amount
      equal to the amount thereof so advanced or paid by such Secured Party and for
      which such Secured Party has not been reimbursed prior to such Distribution
      Date, and, if such monies shall be insufficient to pay such amounts in full,
      then ratably (without priority of any one over any other) to such Secured
      Parties in proportion to the amounts of such Collateral and Intercreditor Agent
      Fees advanced by the respective Secured Parties and remaining unpaid on such
      Distribution Date;




Third :
      to the
      payment of all reasonable and documented unpaid fees, expenses, reimbursements,
      indemnifications and advancements of the Voting
      Creditor Representatives to the extent certified in writing by such Voting
      Creditor Representatives as relating to their activities in such capacity in
      connection with this Agreement and the other Collateral Documents ;




Fourth :
      to each
      Secured Party that holds Secured Obligations of any Class, the product of the
      amount of the available monies multiplied by a fraction, the numerator of which
      is the unpaid Principal of such Secured Party’s Secured Obligations and the
      denominator of which is the unpaid Principal of all Secured Parties’ Secured
      Obligations, in each case on the Distribution Date; *provided* that,
      for purposes of the foregoing calculation, to the extent that the aggregate
      Principal of the Secured Parties’ Secured Obligations of any Class exceeds the
      Maximum Secured Principal Amount applicable to such Class, the unpaid Principal
      of each Secured Obligation of such Class shall be permanently reduced (and
      the
      amount of such reduction recharacterized as an other Secured Obligation payable
      pursuant to Paragraph Sixth, below) by a proportionate amount such that the
      aggregate Principal of such Class is equal to the applicable Maximum Secured
      Principal Amount;




Fifth :
      to each
      Secured Party that holds Secured Obligations of any Class, in an amount equal
      to
      all Interest then owing to it (reduced, in the case any Secured Obligation
      of
      such Class was reduced pursuant to the proviso in paragraph Fourth, on a
      proportionate basis to the extent of the reduction in Principal pursuant to
      such
      paragraph, with the amount of such reduction recharacterized as an other Secured
      Obligation payable pursuant to Paragraph Sixth, below) and, if such monies
      shall
      be insufficient to pay such amount to it and all interest then owing to all
      other Secured Parties in full, then ratably (without priority of any one over
      any other) to all Secured Parties in proportion to the unpaid amounts owing
      to
      each in respect of Interest on such Distribution Date;




Sixth :
      to each
      Secured Party that holds any other Secured Obligations (including Secured
      Obligations constituting interest or principal, to the extent not payable
      pursuant to the two preceding paragraphs), in an amount equal to all other
      Secured Obligations then owing to it, whether or not then due and payable,
      and,
      if such monies shall be insufficient to pay such amounts to it and all other
      Secured Obligations owing to all other Secured Parties in full, then ratably
      (without priority of any one over any other) to all Secured Parties in
      proportion to the




29


unpaid
      amounts owing to each in respect of other Secured Obligations on such
      Distribution Date; and




Seventh :
      any
      surplus then remaining shall be paid to the Grantors or their successors or
      assigns or to whomsoever may be lawfully entitled to receive the same or as
      a
      court of competent jurisdiction may direct.




(c)  The
      term
“unpaid” for purposes of Section 4.2(b) means:




(i)  in
      the
      absence of any Insolvency Event with respect to the relevant Grantor or
      Grantors, all amounts of the relevant Secured Obligations (other than a
      Contingent Secured Obligation) outstanding as of a Distribution Date (and for
      the purpose of this provision, the amount of the Working Capital Lender Claims
      then outstanding shall include any drawn but unreimbursed amounts under any
      letter of credit), and




(ii)  during
      the pendency of a proceeding relating to any Insolvency Event with respect
      to
      the relevant Grantor or Grantors, all amounts allowed by the bankruptcy court
      in
      respect of the relevant Secured Obligations as a basis for distribution
      (including estimated amounts, if any, allowed in respect of Contingent Secured
      Obligations),




to
      the
      extent that prior distributions have not been made in respect
      thereof.




(d)  Subject
      to Section 4.2(e), the Collateral and Intercreditor Agent shall make
      all
      payments and distributions under this Section 4.2 to the respective
      Creditor Representatives of the Secured Parties, as applicable. Each such
      Creditor Representative shall be responsible for ensuring that amounts
      distributed to it are, if applicable, distributed promptly to the relevant
      Secured Parties in the order of priority set forth herein or as otherwise
      provided in the relevant Secured Creditor Documents.




(e)  If
      at any
      time any monies collected or received by the Collateral and Intercreditor Agent
      pursuant to this Agreement are distributable pursuant to this Section 4.2 to
      any
      Secured Party, the Collateral and Intercreditor Agent may distribute such monies
      to the Creditor Representative of such Secured Party as provided in Section
      4.2(d); *provided* that
      if
      any Creditor Representative shall notify the Collateral and Intercreditor Agent
      in writing that no provision is made under the relevant Secured Creditor
      Documents for the application by such Creditor Representative of such monies
      (whether because the relevant Secured Obligations have not become due and
      payable or constitute Contingent Secured Obligations or otherwise) and that
      such
      Secured Creditor Documents do not effectively provide for the receipt and the
      holding by such Creditor Representative of such monies pending the application
      thereof, then the Collateral and Intercreditor Agent, after receipt of such
      notification, may, in its discretion or at the written direction of such
      Creditor Representative, invest such amounts in Cash Equivalents, and shall
      hold
      all such amounts so distributable and all such investments and the net proceeds
      thereof solely as security for the relevant Secured Obligations and for no
      other
      purpose until such time as such Creditor Representative shall request in writing
      the delivery thereof by the Collateral and Intercreditor Agent for application
      pursuant to the Secured Creditor Documents; *provided*  *further* that
      the
      Collateral and Intercreditor Agent, in its sole discretion, may (i) restrict
      such investments to Cash Equivalents that have a shorter duration and higher
      credit quality than other Cash Equivalents and (ii) decline to invest any amount
      that it expects to distribute within one Business Day. Notwithstanding the
      foregoing, if, at any time, all the relevant Secured Obligations in respect
      of
      which any monies and investments (and proceeds thereof) are held by the
      Collateral and Intercreditor Agent pursuant to this Section 4.2(e) cease to
      be
      outstanding for any reason, then such monies and any monies that constitute
      proceeds of such investments will be applied by the Collateral and Intercreditor
      Agent in accordance with Section 4.2(b). The Collateral and Intercreditor Agent
      shall not be responsible for any diminution in funds resulting from investments
      made in Cash Equivalents or from holding such monies uninvested.








30


(f)  Upon
      receipt of proceeds causing amounts on deposit (including the value of Cash
      Equivalents) in a Collateral Account to exceed US$10,000,000 (or such lesser
      amount as requested at any time by any Voting Creditor Representative) and
      the
      continuance of any Collateral Event of Default, the Collateral and Intercreditor
      Agent shall promptly designate a date for allocation and distribution of such
      funds (such date to occur promptly following the notice procedure set forth
      in
      this Section 4.2(f), a “ Distribution
      Date ”)
      and
      shall promptly request from each Creditor Representative (in accordance with
      Section 2.3(d)) a certificate containing the amount such Creditor Representative
      is entitled (on behalf of itself and the Secured Parties for which it serves
      as
      Creditor Representative) pursuant to each of Paragraphs Third, Fourth, Fifth
      and
      Sixth of Section 4.2(b), including the maximum ascertainable amount of any
      Contingent Secured Obligation, if then ascertainable. The Collateral and
      Intercreditor Agent shall request that such notice be provided within 10 days
      after delivery of its request and the Creditor Representatives shall provide
      such notice within such time period. To the extent the Collateral and
      Intercreditor Agent does not receive any such notice from a Creditor
      Representative, it shall be entitled to request from, and rely on, an equivalent
      notice provided by the Company in accordance with Section 2.2 or may elect,
      in
      its sole discretion, to rely on the information with respect to such Secured
      Obligations most recently received by it pursuant to the terms of this Agreement
      (and shall rely on such information to the extent it has requested notice from
      the Company pursuant to this Section 4.2(f) and has not received such notice
      within 10 days after delivery of such request). The Collateral and Intercreditor
      Agent shall not be obligated to distribute any amounts on deposit in a
      Collateral Account unless and until the Collateral and Intercreditor Agent
      shall
      have received notice in respect of all the Secured Obligations secured under
      the
      Collateral Documents or the notice periods provided for in the preceding
      sentence shall have elapsed. On the Distribution Date, the Collateral and
      Intercreditor Agent shall (i) determine the amount of cash to be received
      in connection with any sale or liquidation of Cash Equivalents held in such
      Collateral Account on such day and effect such sale and liquidation, and (ii)
      calculate the aggregate amount in such Collateral Account after giving effect
      to
      clause (i) of this sentence and Section 4.2(a) that would be available for
      such
      allocation or distribution and make such allocation and distribution. All
      distributions pursuant to this Section 4.2 shall be made in Dollars; *provided* that, in
      the event that payment in Dollars is illegal or impossible due to the Central
      Bank of Mexico or any other Mexican authority having the power to regulate
      foreign exchange generally not permitting the conversion of Pesos into Dollars
      or the remittance of Dollars from Mexico, each Creditor Representative shall
      have the option to elect to receive all or any portion of any payment due
      hereunder in Pesos, and/or to cause the Collateral and Intercreditor Agent
      to
      continue to hold in trust for it in a Collateral Account any monies not
      convertible into Dollars at such time. All calculations of amounts distributable
      or allocable to any Peso-denominated Secured Obligations hereunder shall be
      made
      assuming the conversion to Dollars of all Peso-denominated Secured Obligations
      at the Screen Conversion Rate applicable on the date of such distribution or
      allocation; *provided* that any
      increase in the Dollar amount of any foreign currency denominated Secured
      Obligation resulting from a change in exchange rates following the date of
      Incurrence of such Secured Obligation will be treated as an other Secured
      Obligation payable pursuant to Paragraph Sixth of Section 4.2(b)
      thereof.




(g)  All
      distributions made by the Collateral and Intercreditor Agent pursuant to this
      Section 4.2 shall be final (except in the event of manifest error) and the
      Collateral and Intercreditor Agent shall have no duty to inquire as to the
      application by any Creditor Representative of any amount distributed to
      it.




*4.3*  *Event
      of Loss Accounts.* Each
      Grantor hereby agrees that it shall pay or cause to be paid to the Collateral
      and Intercreditor Agent, and the Collateral and Intercreditor Agent agrees
      that
      it shall deposit, in a Dollar-denominated trust account (together with each
      other account created pursuant to this Section 4.3, the “ Event
      of Loss Account ”)
      established with the Securities Intermediary pursuant to Section 4.5, or any
      Peso-denominated account opened by the Collateral and Intercreditor Agent with
      any Mexican bank or institution established pursuant to Section 4.5 (which
      account shall be deemed an Event of Loss Account), any Net Cash Proceeds
      received by the Collateral and Intercreditor Agent under any




31


insurance
      policy relating to any Collateral or Real Property Collateral issued by or
      for
      the benefit of any Grantor or otherwise in respect of any Event of Loss; *provided* that the
      Collateral and Intercreditor Agent shall convert amounts received in any
      currency other than Dollars into Dollars on or promptly following the day
      received at the Actual Conversion Rate on the day of such conversion (and may
      open an account, which shall be deemed an Event of Loss Account, if necessary
      to
      receive funds in such other currency prior to conversion). All monies held
      on
      deposit in any Event of Loss Account shall constitute part of the Collateral; *provided* ,
      that,
      notwithstanding anything to the contrary in this Agreement, unless and until
      the
      Collateral and Intercreditor Agent has received written notice from any Voting
      Creditor Representative that a Collateral Event of Default has occurred and
      is
      continuing (and the Collateral and Intercreditor Agent has not received notice
      of the cessation of such Collateral Event of Default), the Collateral and
      Intercreditor Agent shall release amounts on deposit in any Event of Loss
      Account as directed in writing by the Company, which written notice shall be
      accompanied by an Officer’s Certificate certifying that the release and
      application of such amounts is permitted by the terms of each of the Voting
      Creditor Documents and is made in accordance with the terms, to the extent
      applicable, of each of the Voting Creditor Documents (including, without
      limitation, for application towards any repayment of Secured Obligations of
      any
      Secured Party or Parties as permitted under the terms of the applicable Voting
      Creditor Documents, including pursuant to any Asset Sale Offer). Upon any such
      release, any Lien on the amounts so released, granted to or held by the
      Collateral and Intercreditor Agent shall be automatically released without
      any
      further act on the part of the Collateral and Intercreditor Agent. Upon receipt
      by the Collateral and Intercreditor Agent of a written notice from any Voting
      Creditor Representative that a Collateral Event of Default has occurred and
      is
      continuing and while it has not received notice of the cessation of such
      Collateral Event of Default, the Collateral and Intercreditor Agent may, at
      is
      own discretion (but shall not be obligated to) or shall, upon the written
      direction of the Required Creditors, exercise its powers under Section 3.1
      hereof to liquidate investments credited to any Event of Loss Account and
      transfer all amounts held therein to a Collateral Account for distribution
      pursuant to Section 4.2.




*4.4*  *Proceeds
      Accounts.* Each
      Grantor hereby agrees that it shall pay or cause to be paid to the Collateral
      and Intercreditor Agent, and the Collateral and Intercreditor Agent agrees
      that
      it shall deposit in a Dollar-denominated trust account (together with each
      other
      account created pursuant to this Section 4.4, the “ Proceeds
      Account ”),
      established with the Securities Intermediary pursuant to Section 4.5, or any
      Peso-denominated account opened by the Collateral and Intercreditor Agent with
      any Mexican bank or institution established pursuant to Section 4.5 (which
      account shall be deemed a Proceeds Account), any Net Cash Proceeds received
      by
      the Collateral and Intercreditor Agent pursuant to any Collateral Asset Sale
      or
      any amounts required to be deposited therein pursuant to any Collateral
      Document; *provided* that the
      Collateral and Intercreditor Agent shall convert amounts received in any
      currency other than Dollars into Dollars on or promptly following the day
      received at the Actual Conversion Rate on the day of such conversion (and may
      open an account, which shall be deemed a Proceeds Account, if necessary to
      receive funds in such other currency prior to conversion). All monies held
      on
      deposit in any Proceeds Account shall constitute part of the Collateral; *provided* ,
      that,
      notwithstanding anything to the contrary in this Agreement, unless and until
      the
      Collateral and Intercreditor Agent has received written notice from any Voting
      Creditor Representative that a Collateral Event of Default has occurred and
      is
      continuing (and the Collateral and Intercreditor Agent has not received notice
      of the cessation of such Collateal Event of Default), the Collateral and
      Intercreditor Agent shall release amounts on deposit in any Proceeds Account
      as
      directed in writing by the Company, which written notice shall be accompanied
      by
      an Officer’s Certificate certifying that the release and application of such
      amounts is permitted by the terms of each of the Voting Creditor Documents
      and
      is made in accordance with the terms, to the extent applicable, of the Voting
      Creditor Documents (including, without limitation, for application towards
      any
      repayment of Secured Obligations of any Secured Party or Parties as permitted
      under the terms of the applicable Voting Creditor Documents, including pursuant
      to any Asset Sale Offer). Upon any such release, any Lien on the amount so
      released, granted to or held by the Collateral and Intercreditor Agent shall
      be
      automatically released without any further act on the part of




32


the
      Collateral and Intercreditor Agent. Upon receipt by the Collateral and
      Intercreditor Agent of a notice from any Voting Creditor Representative that
      a
      Collateral Event of Default has occurred and is continuing, and while it has
      not
      received notice of the cessation of such Collateral Event of Default, the
      Collateral and Intercreditor Agent may, at its own discretion (but shall not
      be
      obligated to), or shall upon the written direction, of the Required Creditors,
      exercise its powers under Section 3.1 hereof to liquidate investments credited
      to any Proceeds Account and transfer all amounts held therein to any Collateral
      Account for distribution pursuant to Section 4.2.




*4.5*  *Establishment
      of the Accounts* .
      The
      Collateral and Intercreditor Agent shall establish each Dollar-denominated
      Account with the Securities Intermediary at such time as such Account shall
      be
      required or be desirable pursuant to the terms of this Agreement, and shall
      notify the Grantors and the Secured Parties upon such establishment and shall
      direct relevant payments to such Account. Each agreement between the Securities
      Intermediary and the Collateral and Intercreditor Agent establishing any Account
      shall be substantially in the form set forth in Exhibit J hereto or
      in such
      other form as shall be agreed by the Collateral and Intercreditor Agent and
      the
      Securities Intermediary, and shall provide, and each Grantor authorizes such
      agreement to provide, that (i) such Account is a “securities account” (within
      the meaning of the UCC) and the Securities Intermediary is acting thereunder
      as
      a securities intermediary (within the meaning of the UCC), (ii) the Collateral
      and Intercreditor Agent shall have exclusive control over each Account and
      shall
      be the “entitlement holder” of such Account within the meaning of the UCC, (iii)
      the Securities Intermediary shall not accept any instruction or entitlement
      order from any Person other than the Collateral and Intercreditor Agent with
      respect thereto, (iv) the name of each Account shall include a reference to
      the
      Collateral and Intercreditor Agent acting under this Agreement, (v) the
      Securities Intermediary shall not change the name or account number of any
      Account without the prior written consent of the Collateral and Intercreditor
      Agent, (vi) each item of property (whether cash, a security, an instrument
      or
      obligation, share, participation, interest or any other property whatsoever)
      credited to an Account shall be treated as a financial asset (within the meaning
      of the UCC) and (vii) for the avoidance of doubt, the Securities Intermediary
      shall promptly comply with all instructions and entitlement orders given by
      the
      Collateral and Intercreditor Agent, including, without limitation, with respect
      to the transfer or withdrawal of financial assets and amounts in any Account,
      without further consent of any Grantor or any other Person. Any Account
      established under any other jurisdiction shall be in the name of the Collateral
      and Intercreditor Agent, under the sole and exclusive control of the Collateral
      and Intercreditor Agent, and shall otherwise be established in a manner
      sufficient to provide the Collateral and Intercreditor Agent with a perfected
      security interest therein.




*4.6*  *Investment
      of Funds Deposited in Accounts.* The
      Collateral and Intercreditor Agent shall, at the written direction of the
      Company or any Voting Creditor Representative, invest and reinvest monies on
      deposit in any of the Accounts at any time in Cash Equivalents; *provided* that the
      Collateral and Intercreditor Agent, in its sole discretion, may (a) restrict
      such investments and reinvestments to Cash Equivalents that have a shorter
      duration and higher credit quality than other Cash Equivalents and
      (b) decline to invest or reinvest any amount that it expects to distribute
      from an Account within one Business Day. All such investments and the interest
      and income received thereon and the net proceeds realized on the sale or
      redemption thereof shall be credited by the Securities Intermediary to the
      relevant Account as part of the Collateral. The Collateral and Intercreditor
      Agent shall not be responsible for any diminution in funds resulting from such
      investments or any liquidation prior to maturity.




*4.7*  *Collateral
      and Intercreditor Agent’s Calculations.* In
      making
      the determinations and allocations required by Section 4.2, the Collateral
      and Intercreditor Agent may conclusively rely upon, and shall have no liability
      to any of the Secured Parties for actions taken in reliance upon, information
      supplied by any Secured Party (or its Creditor Representative) as to the amounts
      of unpaid principal and interest and other amounts outstanding with respect
      to
      any Secured Obligations; *provided* that
      nothing in this sentence shall prevent any Grantor from contesting any amounts
      claimed by any Secured Party in any information so supplied. All distributions
      made by the Collateral and Intercreditor Agent pursuant to




33


Section
      4.2 shall be (subject to any decree of any court of competent jurisdiction)
      final (absent manifest error), and the Collateral and Intercreditor Agent shall
      have no duty to inquire as to the application by any Creditor Representative
      of
      any amounts distributed to it for distribution to any Secured
      Parties.




*4.8*  *U.S.
      Deposit and Securities Accounts.* *.* ** (a) Each of
      Fabricación de Máquinas, S.A. de C.V. (“ FAMA ”)
      and
      Procesadora de Materias Primas Industrializables, S.A. de C.V. (“ Promapi ”)
      hereby
      grants to the Collateral and Intercreditor Agent a security interest in and
      continuing lien on all of its right, title and interest in and to any deposit
      account (as defined in Section 9-102 of the UCC) (a “ Deposit
      Account ”)
      or any
      securities account (as defined in Section 9-102 of the UCC) (a “ Securities
      Account ”)
      maintained by it with any financial institution in the United States, including,
      without limitation, its Deposit Account maintained on the date hereof with
      J.P.
      Morgan Chase Bank, N.A. (“ J.P.
      Morgan ”)
      (and
      any successor or replacement accounts with respect thereto) (in the case of
      FAMA, the “ Existing
      FAMA Deposit Account ”)
      as
      collateral security for the Secured Obligations.




(b)  Each
      Grantor (other than FAMA and Promapi) hereby grants to the Collateral and
      Intercreditor Agent a security interest in and continuing lien on all of such
      Grantor’s right, title and interest in and to any Deposit Account or Securities
      Account maintained by such Grantor with any financial institution in the United
      States that holds proceeds that are pledged under any Collateral Document (other
      than this Agreement), and to the extent not delivered directly to the Collateral
      and Intercreditor Agent, hereby covenants that it shall keep such proceeds
      in a
      segregated Deposit Account or Securities Account; *provided* however
      that such Grantor may use such proceeds in accordance with the provisions of
      the
      Collateral Documents.




(c)  FAMA
      hereby represents that the Deposit Account Control Agreement, dated as of the
      date hereof, executed by each of FAMA, the Collateral and Intercreditor Agent
      and J.P. Morgan with respect to the Existing FAMA Deposit Account is sufficient
      to perfect by control the Collateral and Intercreditor Agent’s security interest
      thereto.




(d)  FAMA
      hereby represents that it is the sole account holder of the Existing FAMA
      Deposit Account and it has not consented to, and is not otherwise aware of,
      any
      Person (other than the Collateral and Intercreditor Agent) having “control”
      (within the meanings of Section 9-104 of the UCC) over, or any other interest
      in, the Existing FAMA Deposit Account or any money or other property deposited
      therein.




(e)  Each
      of
      FAMA and Promapi hereby represents that it does not hold or maintain any Deposit
      Account or Securities Account with any financial institution in the United
      States, except for the Existing FAMA Deposit Account, and each other Grantor
      hereby represents that it does not hold or maintain any Deposit Account or
      Securities Account with any financial institution in the United States that
      holds proceeds that are pledged under any Collateral Document (other than this
      Agreement), to the extent such proceeds are not delivered directly to the
      Collateral and Intercreditor Agent.




(f)  Each
      of
      FAMA and Prompi hereby agrees that if it establishes any Deposit Account or
      Securities Account with any financial institution in the United States after
      the
      date hereof it shall cause such financial institution to enter into and deliver
      to the Collateral and Intercreditor Agent a deposit account control agreement
      in
      substantially the form of Exhibit L (or otherwise acceptable to the Collateral
      and Intercreditor Agent (which determination may be based on an Opinion of
      Counsel)) or a securities account control agreement in substantially the form
      of
      Exhibit M (or otherwise acceptable to the Collateral and Intercreditor Agent
      (which determination may be based on an Opinion of Counsel)), as applicable,
      and
      each other Grantor hereby agrees that if it establishes after the date hereof
      any Deposit Account or Securities Account with any financial institution in
      the
      United States that holds proceeds that are pledged under any Collateral Document
      (other than this Agreement), to the extent such proceeds are not delivered
      directly to the Collateral and Intercreditor Agent, it shall cause such
      financial institution to




34


enter
      into and deliver to the Collateral and Intercreditor Agent a deposit account
      control agreement in substantially the form of Exhibit L (or otherwise
      acceptable to the Collateral and Intercreditor Agent (which determination may
      be
      based on an Opinion of Counsel)) or a securities account control agreement
      in
      substantially the form of Exhibit M (or otherwise acceptable to the Collateral
      and Intercreditor Agent (which determination may be based on an Opinion of
      Counsel)), as applicable.




*(g)*  If
      a
      Collateral Event of Default shall have occurred and be continuing, and the
      Collateral and Intercreditor Agent has delivered notice thereof to any Grantor
      that maintains a Deposit Account or a Securities Account subject to a control
      agreement entered into pursuant to subsection (e) above, the Collateral and
      Intercreditor Agent shall, during the continuance of such Collateral Event
      of
      Default, have the right to instruct such financial institution that the
      Collateral and Intercreditor Agent is exercising exclusive control over such
      Account and may transfer funds from such account to a Collateral Account and
      apply them to the Secured Obligations according to the provisions of Section
      4.2
      hereof. In addition, the Collateral and Intercreditor Agent shall have all
      other
      rights and remedies otherwise available to it at law or in equity, or under
      the
      UCC, as in effect from time to time in any jurisdiction in which such rights
      and
      remedies are sought to be exercised.




**Section
      5.**  **Agreements
      among the Secured Parties** .




*5.1*  *Payments
      Over.*  Collateral
      or proceeds thereof received by any Secured Party or its Creditor Representative
      (other than from the Collateral and Intercreditor Agent in compliance with
      this
      Agreement) in connection with the taking of any Enforcement Action by such
      Secured Party (other than the Collateral and Intercreditor Agent), whether
      or
      not taken in contravention of this Agreement, shall be segregated and held
      in
      trust and forthwith paid over to the Collateral and Intercreditor Agent in
      the
      same form and currency as received for deposit into a Collateral Account and
      distribution in accordance with the terms hereof, with any necessary
      endorsements or as a court of competent jurisdiction may otherwise direct.
      The
      Collateral and Intercreditor Agent is hereby authorized to make any such
      endorsements as agent for any Secured Party (or its Creditor Representative).
      This authorization is coupled with an interest and is irrevocable. For the
      avoidance of doubt, after the sharing in accordance herewith of any
      Peso-denominated proceeds of any Collateral received by any Multilateral
      Financial Institution, the foregoing provisions of this Section 5.1 shall not
      apply to any Preferred Payment.




*5.2*  *Other
      Collateral.* Each of
      the Secured Parties agrees that it will not accept any guarantee or collateral
      in respect of its Secured Obligations from any Grantor (or exercise a right
      of
      set-off) unless such guarantee or collateral (or proceeds of any exercise of
      a
      right of set-off) is shared ratably among all the Secured Parties; *provided* ,
      that
      the provisions of this Section 5.2 shall not apply to (i) cash collateral
      securing, upon customary terms and conditions, outstanding letters of credit
      issued under any Working Capital Documents, (ii) Liens of carriers,
      warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens
      imposed by law and incurred in the ordinary course of business, in favor of
      any
      Trade Creditor or (iii) Liens, to the extent permitted under the applicable
      provisions (if any) of each of the Secured Creditor Documents, securing any
      Working Capital Lender Claims or Trade Creditor Claims as of the date such
      Obligations become Secured Obligations hereunder pursuant to Section
      7.1.




*5.3*  *Notice
      of Certain Actions.* Each
      of
      the Indenture Trustee and each Other Secured Party hereby agrees that it shall
      give each of the Creditor Representatives and the Collateral and Intercreditor
      Agent prompt written or telephonic notice (promptly confirmed in writing) after
      its determination, or after having obtained actual knowledge of any
      determination by any Secured Parties, of the occurrence of any of the
      following:




(i)  the
      occurrence or the declaration of a default or event of default (including any
      cross-default), any request for a waiver of any default or event of default
      or
      any cessation or rescission of any default or event of default, in each case
      under any Secured Creditor Document




35


(including
      any comparable occurrence in respect of any Trade Agreement) to which it is
      a
      party, including accompanying information with respect to such event of default
      in reasonable detail including whether such default constitutes a Collateral
      Event of Default; *provided* that any
      extension of payment of Trade Payables in the ordinary course of business shall
      not constitute a comparable occurrence for purposes of the foregoing;
      or




(ii)  the
      acceleration of the maturity of any Indebtedness, the termination (but excluding
      expiration) of any commitment, or the commencement of proceedings to collect
      or
      enforce any Secured Obligations, in each case under any Secured Creditor
      Document (including any comparable occurrence in respect of any Trade Agreement)
      to which it is a party;




*provided* ,
      that no
      Multilateral Financial Institution shall incur any liability to any Person
      as a
      result of any failure to provide any such notice.




**Section
      6.**  **Interest
      Rate Adjustment for the Notes** .




The
      Collateral and Intercreditor Agent shall execute and deliver to the Indenture
      Trustee a certificate substantially in the form of Exhibit C attached hereto
      (the “ Interest
      Rate Adjustment Certificate ”)
      at the
      instruction of the Company promptly following the date on which all of the
      following conditions are satisfied:




(a)  the
      Collateral and Intercreditor Agent shall have neither received written notice
      nor shall have actual knowledge that any Default or Collateral Event of Default
      has occurred and is continuing;




(b)  there
      shall not have occurred any event or events with respect to the Collateral
      Assets that would constitute an Event of Loss had such event or events occurred
      with respect to Collateral, except for any event or events that the Company
      has
      treated as if they were Events of Loss hereunder and has delivered, or caused
      to
      be delivered, any Net Cash Proceeds received in respect of such Event of Loss
      to
      the Event of Loss Account;




(c)  the
      Company shall have delivered to the Collateral and Intercreditor Agent and
      the
      Indenture Trustee an Officers’ Certificate dated as of such date and certifying
      that:




(i)  first
      priority Liens (subject to Collateral Permitted Liens) in favor of the
      Collateral and Intercreditor Agent have been created and perfected in accordance
      with Section 9.11 hereof in the Collateral subject to each of the Non-Possessory
      Pledge Agreements theretofore entered into by each Grantor (other than defects
      in such Liens with respect to Collateral with an aggregate book value as of
      March 31, 2004 of less than $4.5 million), and each other provision of
      Section 9.11 has been complied with,




(ii)  with
      respect to each Real Property Grantor, either (A) a first priority Lien (subject
      to Collateral Permitted Liens) in favor of the Collateral and Intercreditor
      Agent has been created and perfected in accordance with Section 9.12
      hereof
      on Real Property representing at least 80% of the Issue Date Real Property
      Book
      Value of the Real Property of such Real Property Grantor (giving pro forma
      effect, solely with respect to any Mortgage Agreement created in connection
      with
      a release of Mexican Pledged Stock pursuant to Section 7.5 hereof, as
      of
      March 31, 2004 to any impairment referenced in Section 7.5(b)(iv) hereof, *provided* that if
      any Net Cash Proceeds are deposited in the Proceeds Account as a result of
      such
      impairment, the amount of such Net Cash Proceeds shall be included in the book
      value of such impaired Real Property) or (B) with respect to any Real Property
      Grantor for which clause (A) is not true and correct as of such date, a first
      priority Lien has been created and perfected in accordance with




36


Section
      9.13 hereof in at least 99.9% of the Capital Stock of such Real Property
      Grantor, and each other provision of Sections 9.12 and 9.13, as applicable,
      has been complied with,




(iii)  a
      first
      priority Lien in favor of the Collateral and Intercreditor Agent has been
      created and perfected in accordance with Section 9.14 hereof in all of the
      Capital Stock of Comegua owned (directly or indirectly) by the Company as of
      the
      Issue Date pursuant to a Stock Pledge Agreement substantially in the form set
      forth in Exhibit G-2, and each other provision of Section 9.14 has been complied
      with,




(iv)  a
      true
      and correct list is attached to such certificate specifying (A) each
      Real
      Property Grantor, (B) the Real Property owned by each Real Property
      Grantor
      that is subject to a Mortgage Agreement and the aggregate book value thereof
      as
      of March 31, 2004, (C) any Mexican Pledged Stock of any Real Property
      Grantor that is subject to a Stock Pledge Agreement, and the Grantor thereof,
      and (D) the shares of Capital Stock of Comegua that have been pledged,
      and
      the Grantor thereof,




(v)  true
      and
      correct copies of each Non-Possessory Pledge Agreement (including evidence
      of
      due registration with the applicable Registry of Commerce), Mortgage Agreement
      (including evidence of due registration with the applicable Registry of
      Property), Stock Pledge Agreement and (in the case of any Real Property Grantor)
      the related amended by-laws, are attached to such certificate evidencing the
      creation and perfection of Liens referenced in clauses (i) through (iii), in
      each case in accordance with Sections 9.11 through 9.14 hereof,




(vi)  the
      pledge and any foreclosure or other sale or transfer pursuant to the Collateral
      Documents of the Capital Stock of Comegua or of any Real Property Grantor that
      is subject to a Stock Pledge Agreement does not and will not violate the by-laws
      of Vitro or any Grantor,




(vii)  attached
      to such certificate is either (x) a true and correct copy of the shareholder
      resolution substantially in the form of Exhibit D-1 hereto, as validly adopted
      by the shareholders of Vitro and in full force and effect as of such date,
      unconditionally authorizing the pledge and foreclosure or other sale or transfer
      pursuant to the Collateral Documents of the Capital Stock of Comegua and of
      any
      Real Property Grantor that is subject to a Stock Pledge Agreement or (y) the
      duly amended by-laws of Vitro as validly adopted by the shareholders of Vitro
      and in full force and effect as of such date, eliminating the requirement that
      any sale of the Capital Stock of any subsidiary of Vitro require the consent
      of
      the shareholders of Vitro and having the same effect as the unconditional
      authorization under the shareholder resolution described under clause
      (x),




(viii)  no
      Default or Collateral Event of Default has occurred and is continuing,




(ix)  all
      conditions in this Section 6 for the issuance of the Interest Rate
      Adjustment Certificate have been satisfied, and




(x)  there
      has
      not occurred any event or events with respect to the Collateral Assets that
      would constitute an Event of Loss had such event or events occurred with respect
      to Collateral, except for any event or events that the Company has treated
      as if
      they were Events of Loss hereunder and has delivered, or caused to be delivered,
      any Net Cash Proceeds received in respect of such Event of Loss to the Event
      of
      Loss Account;






37






(d)  the
      Company shall have delivered to the Collateral and Intercreditor Agent an
      Opinion or Opinions of Counsel substantially in the form of Exhibit D-2 hereto,
      which shall be an Opinion of Collateral Counsel, dated as of such date and
      stating that (x) the pledge and foreclosure and sale of the Capital
      Stock
      of Comegua and of any Real Property Grantor that is subject to a Stock Pledge
      Agreement will not violate the by-laws of Vitro or any Grantor, (y) that
      first-priority Liens have been validly created and perfected in the Collateral
      subject to each of the Non-Possessory Pledge Agreements theretofore entered
      into
      by each Grantor, and that no material defects exist with respect thereto, other
      than defects with respect to Collateral having an aggregate book value as of
      March 31, 2004 of less than $4.5 million and (z) to the extent that
      any
      amendment to the by-laws of Vitro is required in connection with any stock
      pledge pursuant to a Stock Pledge Agreement, such by-laws have been duly amended
      and validly adopted by the shareholders of Vitro and are in full force and
      effect as of such date;




(e)  the
      Company shall have delivered to the Collateral and Intercreditor Agent an
      Opinion or Opinions of Collateral Counsel, dated as of such date, with respect
      to the creation and perfection of the Liens referenced in clauses (c)(ii) and
      (iii) above; and




(f)  the
      Company has provided such additional documentation related to this Section
      6 to
      the Collateral and Intercreditor Agent as the Collateral and Intercreditor
      Agent
      (acting at its own discretion or upon the instruction of any Voting Creditor
      Representative) has reasonably requested.




**Section
      7.**  **Subsequent
      Parties** **;
      Modification of Existing Secured Obligations and
      Collateral.**




*7.1*  *Addition
      of Secured Obligations and Modification of Existing Secured Obligations.* At
      any
      time and from time to time after the date hereof, the Company may, upon
      satisfaction of each of the following conditions, (i) cause Senior Lender
      Claims, Working Capital Lender Claims or Trade Creditor Claims to become Secured
      Obligations hereunder and to be secured by Liens on the Collateral equally
      and
      ratably with the Secured Obligations outstanding at such time (each such action,
      an “ Addition ”),
      or
      (ii) enter into an amendment, supplement, modification, extension, renewal,
      restatement or refinancing with respect to any Secured Creditor Documents
      relating to any Secured Obligations constituting Noteholder Claims, Senior
      Lender Claims, Working Capital Lender Claims or Trade Creditor Claims or, in
      the
      case of the Notes, any issuance of additional Notes after the Issue Date; *provided* ,
      that
      compliance with the following conditions shall be required solely to the extent
      any such amendment, supplement, modification, extension or renewal would effect
      (A) any increase in Principal of such Secured Obligations, (B) any material
      decrease in the Weighted Average Life thereof (C) any other increase
      in the
      amount Outstanding thereunder or (D) in the case of any Trade Creditor
      Documents, any change in the Maximum Secured Trade Amount thereunder (each
      such
      action, a “ Modification ”):




(a)  Both
      (i)
      prior to, and (ii) upon giving effect to, such Addition or Modification, no
      Default or Collateral Event of Default shall have occurred and be
      continuing;




(b)  Upon
      giving effect to such Addition or Modification, the aggregate Principal
      outstanding in respect of all Secured Obligations of any Class would not exceed
      the applicable Maximum Secured Principal Amount for such Class. For purposes
      of
      making any such determination hereunder (i) amounts in respect of any
      Secured Obligations denominated in Pesos shall be measured as if converted
      into
      Dollars at the Screen Conversion Rate as of the date of effectiveness of such
      Addition or Modification and (ii) the Principal of Secured Obligations
      outstanding in respect of each Trade Agreement shall be deemed to equal the
      Maximum Secured Trade Amount set forth in such Trade Agreement as of the date
      of
      effectiveness of such Addition or Modification;




(c)  The
      Company, the Collateral and Intercreditor Agent, each Person holding such
      Secured Obligations and the Creditor Representative under the Secured Creditor
      Documents relating




38


thereto
      shall have executed and delivered an Accession Agreement substantially in the
      form of Exhibit A-1 hereto, and each such Accession Agreement shall be in full
      force and effect, duly authorized, executed and delivered by such Person and
      constitute the valid and binding obligation of such Person, enforceable against
      such Person in accordance with its terms;




(d)  The
      Company shall have delivered to the Collateral and Intercreditor Agent in
      accordance with Section 11.19 hereof an Officers’ Certificate and Opinion
      of Counsel;




(e)  The
      Company shall have delivered to the Collateral and Intercreditor Agent a true
      and correct copy of such Secured Creditor Documents and an Officers’ Certificate
      pursuant to Section 2.2 hereof on a pro forma basis giving effect to such
      Addition or Modification;




(f)  Each
      Person holding such Secured Obligations and the Creditor Representative under
      the related Secured Creditor Documents shall have executed and delivered or
      caused to be executed and delivered such other documents as the Collateral
      and
      Intercreditor Agent (acting at its own discretion or upon the instruction of
      any
      Voting Creditor Representative) shall reasonably request; and




(g)  Copies
      of
      such Accession Agreement, Officers’ Certificates, Opinions of Counsel and all
      such other documents delivered pursuant to this Section 7.1 shall have been
      delivered to each of the Creditor Representatives at such time a party
      hereto.




In
      no
      event shall any Noteholder Claim, Senior Lender Claim, Working Capital Lender
      Claim or Trade Creditor Claim be considered a Secured Obligation except upon
      certification by the Collateral and Intercreditor Agent of compliance with
      each
      of the applicable provisions of this Section 7.1, and any such Noteholder Claim,
      Senior Lender Claim, Working Capital Lender Claim and Trade Creditor Claim
      shall
      cease to be considered a Secured Obligation if any Modification is made without
      compliance with each of the applicable provisions of this Section 7; *provided* that the
      Noteholder Claims Incurred on the date hereof pursuant to the Indenture shall
      be
      deemed a Secured Obligation.




*7.2*  *Addition
      of Grantors.* If
      a
      Subsidiary of the Company is required to become a party to this Agreement under
      any Secured Creditor Document or any Collateral Document, or otherwise becomes
      a
      Grantor, the Company shall:




(a)  cause
      such Subsidiary of the Company required to become a party to this Agreement
      pursuant to Section 9.3 or that becomes a Grantor pursuant to any of
      Sections 9.11 through 9.14 that is not a party to this Agreement, to
      execute and deliver an Accession Agreement substantially in the form of Exhibit
      A-2 hereto and Power of Attorney substantially in the form of Exhibit B-2 hereto
      (each with blanks appropriately completed);




(b)  deliver
      to the Collateral and Intercreditor Agent in accordance with Section 11.19
      hereof an Officers’ Certificate and Opinion of Counsel relating to the
      foregoing, together with an Opinion of Collateral Counsel with respect to each
      Collateral Document entered into by such Subsidiary;




(c)  execute
      and deliver and cause such Subsidiary to execute and deliver such other
      agreements, instruments or other documents (including, without limitation,
      any
      Collateral Document) as shall be necessary to effect the addition of such
      Subsidiary as a Grantor hereunder, or as the Collateral and Intercreditor Agent
      (acting at its own discretion or upon the instruction of any Voting Creditor
      Representative) shall otherwise reasonably request; and




(d)  cause
      copies of such Accession Agreement and all other such documents delivered
      pursuant to this Section 7.2 to be delivered to each of the Creditor
      Representatives at such time a Secured Party hereunder.






39




*7.3*  *Subsequent
      Parties Bound.* Each
      Person executing and delivering an Accession Agreement shall, upon compliance
      with the provisions and satisfaction of all of the conditions of Section 7.1
      or
      7.2 (as the case may be), become a party to this Agreement and, by its delivery
      of such Accession Agreement, shall bind itself and, in the case of an Addition
      or Modification delivered by a Creditor Representative, shall bind each other
      Secured Party for which it serves as Creditor Representative. Any action taken
      hereunder by the Collateral and Intercreditor Agent, and any amendments or
      waivers by any of the parties hereto in respect of this Agreement or any of
      the
      matters contemplated hereby, entered into prior to the addition of any Person
      becoming a party hereto pursuant to this Section 7 shall bind such Person,
      and
      each such Person by its delivery of an executed Accession Agreement ratifies
      and
      agrees to be bound by each such prior action.




*7.4*  *Removal
      of Secured Obligations.* Upon
      the
      payment in full of all Secured Obligations under any Secured Creditor Documents,
      and delivery to the Collateral and Intercreditor Agent by the Creditor
      Representative thereunder or by the Company (and confirmed by such Creditor
      Representative) of a certification of such payment in full (which such Creditor
      Representative shall provide reasonably promptly upon receipt by the Secured
      Parties thereunder of such payment), this Agreement shall terminate with respect
      to each Secured Party in respect of such Obligations, and the Liens on the
      Collateral securing such Obligations shall be released from securing such
      Obligations; *provided* that the
      provisions of this Section 7.4 and Sections 2.3(c), 5.1, 11.2, 11.8, 11.9,
      11.10
      and 11.14 hereof shall survive any such termination.




*7.5*  *Substitution
      of Stock Pledge Agreements* .
      The
      C ollateral
      and Intercreditor Agent shall execute a release agreement substantially in
      form
      of Exhibit E-1 hereto (and any other customary documents) with respect
      to
      any Stock Pledge Agreement pursuant to which a Lien has been created in the
      Mexican Pledged Stock of any Real Property Grantor in accordance with
      Section 9.13 hereof, and return any such Mexican Pledged Stock in its
      possession, on any date at which the following conditions are satisfied with
      respect to any such Stock Pledge Agreement:




(a)  The
      Collateral and Intercreditor Agent has neither received written notice nor
      has
      actual knowledge that any Default or Collateral Event of Default has occurred
      and is continuing;




(b)  the
      Company has delivered to the Collateral and Intercreditor Agent an Officer’s
      Certificate dated as of such date certifying that:




(i)  a
      first
      priority Lien (subject to Collateral Permitted Liens) in favor of the Collateral
      and Intercreditor Agent has been created and perfected in accordance with
      Section 9.12 of this Agreement on Real Property owned by such Real Property
      Grantor as of the Issue Date, representing at least 80% of the Issue Date Real
      Property Book Value of such Real Property Grantor, and each other applicable
      provision of Section 9.12 has been complied with,




(ii)  true
      and
      correct copies of each Mortgage Agreement (including evidence of due
      registration with the applicable Registry of Property) and an Opinion of
      Collateral Counsel in respect of the Liens created thereby are attached to
      such
      certificate,




(iii)  a
      true
      and correct list specifying the Real Property of such Real Property Grantor
      subject to such Mortgage Agreements and the book value thereof as of March
      31,
      2004 is attached to such certificate,




(iv)  no
      event
      or circumstance has occurred that would result in an impairment (as determined
      in accordance with Mexican GAAP) to the book value of such Real Property since
      March 31, 2004 (or in the event that such event or circumstance has occurred,
      the certification set forth in clause (i) would continue to be true and correct
      after giving pro forma effect to such








40




impairment
      as of March 31, 2004); *provided* that
      if
      any Net Cash Proceeds are deposited in the Proceeds Account as a result of
      such
      impairment, the amount of such Net Cash Proceeds shall be included in the book
      value of such Real Property;




(v)  no
      Default or Collateral Event of Default has occurred and is continuing;
      and




(c)  the
      Company has provided such other documentation related to this Section 7.5 to
      the
      Collateral and Intercreditor Agent as the Collateral and Intercreditor Agent
      (acting at its own discretion or upon the instruction of any Voting Creditor
      Representative) has reasonably requested.




*7.6*  *Subdivision
      of Unrelated Real Property* .
      The
      Collateral and Intercreditor Agent shall execute one or more release agreements
      substantially in the form of Exhibit E hereto with respect to any Mortgage
      Agreement containing the provisions set forth in such form relating to the
      Unrelated Real Property, on any date at which the following conditions are
      satisfied:




(a)  the
      Company and the relevant Grantor have delivered to the Collateral and
      Intercreditor Agent an Officers’ Certificate dated as of such date certifying
      that:




(i)  giving
      effect to the subdivision and removal of the Unrelated Real Property subject
      to
      such Mortgage Agreement, and the creation of the related easements and rights
      of
      way on the remaining related Real Property, in each case as described in
      Schedule 8.9 hereto, the Lien created under each Mortgage Agreement relating
      to
      the affected Real Property (other than in respect of such Unrelated Real
      Property and such easements and rights of way) remains and will at all times
      remain in full force and effect and constitutes a valid and perfected
      first-priority Lien (subject to Permitted Collateral Liens) in favor of the
      Collateral and Intercreditor Agent as security for the Secured Obligations;
      and




(ii)  true
      and
      correct copies of each such Mortgage Agreement and Opinion of Collateral Counsel
      are attached to such certificate;




(b)  the
      Company has delivered to the Collateral and Intercreditor Agent an Opinion
      of
      Collateral Counsel, dated as of such date, with respect to each such Mortgage
      Agreement and opining as to the matters set forth in clause (a)(i) above;
      and




(c)  the
      Company and the relevant Grantor have provided such other documentation related
      to this Section 7.6 as the Collateral and Intercreditor Agent (acting at its
      own
      discretion or upon the instruction of any Voting Creditor Representative) may
      reasonably request.




**Section
      8.**  **Representations
      and Warranties of the Grantors** .
      Each of
      the Grantors represents and warrants to the Collateral and Intercreditor Agent,
      the Creditor Representatives and the Secured Parties that, as of the date
      hereof:




*8.1*  *Organization;
      Power and Authority* .
      Each
      Grantor (a) is a corporation duly organized and validly existing under
      the
      laws of the jurisdiction of its incorporation, (b) has all requisite
      corporate or other power, and has all material governmental licenses,
      authorizations, consents and approvals necessary to own its assets and carry
      on
      its business as now being or as proposed to be conducted, (c) is qualified
      to do business in all jurisdictions in which the nature of the business
      conducted by it makes such qualification necessary and where failure so to
      qualify could reasonably be expected to (either individually or in the
      aggregate) have a Material Adverse Effect, (d) has full power, authority and
      legal right to execute, deliver and perform this Agreement and the other
      Collateral Documents to which it is a party and (e) is in material
      compliance with all applicable laws and regulations, except for
      such




41


failures
      that could not reasonably be expected, individually or in the aggregate, to
      result in a Material Adverse Effect.




*8.2*  *Due
      Authorization, Legality, Etc.* The
      execution, delivery and performance by each Grantor of this Agreement and the
      other Collateral Documents to which it is a party and all other documents and
      instruments to be executed and delivered hereunder or thereunder by such Grantor
      have been duly authorized by all necessary corporate action, and do not and
      will
      not contravene, violate or constitute a default under (a) the *estatutos
      sociales* of
      any
      Grantor, (b) any applicable law, decree, rule, regulation, judgment,
      award,
      injunction or similar legal restriction, except as could not reasonably be
      expected, individually or in the aggregate, to result in a Material Adverse
      Effect or (c) any agreement or instrument or contractual restriction
      binding on or affecting any Grantor or any Property of any Grantor, (including
      any of the foregoing that relate to rights in Intellectual Property), except
      as
      could not reasonably be expected, individually or in the aggregate, to result
      in
      a Material Adverse Effect, and do not and will not result in the imposition
      of
      any Lien on any Property of any Grantor, except for Liens created pursuant
      to
      the Collateral Documents.




*8.3*  *No
      Additional Authorization Required.* No
      license, consent, authorization or approval or other action by, or notice to
      or
      registration or filing with, any Governmental Authority (except as set forth
      herein), and no other third-party consent or approval is necessary, for the
      execution, delivery and performance by each Grantor of this Agreement or other
      Collateral Documents to which it is a party or for the legality, validity or
      enforceability of this Agreement or such other Collateral Documents, except
      (i)
      for a financing statement to be filed in the State of Delaware in connection
      with the perfection of Liens granted by Vitro Packaging, which will be made
      promptly after execution of this Agreement, (ii) with respect to any Collateral
      located in Mexico as otherwise set forth herein, which actions shall be promptly
      taken after execution of this Agreement, and (iii) the right of first offer
      to
      which the other shareholders of Comegua are entitled pursuant to Comegua’s *estatutos
      sociales* .




*8.4*  *Legal
      Effect.* Each of
      this Agreement and the other Collateral Documents to which any Grantor is a
      party has been duly executed and delivered and is the legal, valid and binding
      obligation of each such Grantor, enforceable against each such Grantor in
      accordance with its terms except (i) as may be limited by bankruptcy, insolvency
      or similar laws affecting creditors’ rights generally and (ii) as may be limited
      by equitable principles of general applicability.




*8.5*  *Legal
      Form* .
      Each of
      this Agreement and
      the
      other Collateral Documents to which any Mexican Grantor is a party is in
      proper legal form under the law of Mexico for the enforcement thereof against
      each such Mexican Grantor under such law, and
      if
      this Agreement and each other Collateral Document (if not stated to be governed
      by Mexican law) were stated to be governed by such law, it
      would
      constitute a legal, valid and binding obligation of each such Grantor
      under such law, enforceable in accordance with its terms, except
      as
      described in Schedule 8.5 hereto .
      All
      formalities required in Mexico for the validity and enforceability of each
      of
      this Agreement and
      the
      other Mexican Collateral Documents executed on the date hereof have
      been
      accomplished (other than the filing for registration and receipt of the
      acknowledgment of the filing for registration of each mortgage with the relevant
      Public Registry of Property and each Non-Possessory Pledge Agreement with the
      relevant Public Registry of Commerce) and (except for registration fees and
      local taxes of the State of Jalisco, Mexico) no taxes are required to be paid
      and (except as set forth in the Indenture) no notarization is required for
      the
      validity and enforceability hereof or thereof, *provided* that, in
      the event any legal proceedings are brought to the courts of Mexico, a Spanish
      translation of the documents required in such proceedings needs to be prepared
      by a court-approved translator and would have to be approved by such court
      after
      the defendant had been given an opportunity to be heard with respect to the
      accuracy of the translation, and proceedings would thereafter be based upon
      the
      translated documents.




*8.6*  *Solvency.* Each
      Grantor is Solvent.




42


*8.7*  *Foreign
      Exchange* Regulations *.* There
      are no foreign exchange controls or other similar legal restrictions in effect
      in Mexico that would affect the ability of any Grantor to make any payment
      under
      this Agreement and the other Collateral Documents to which it is a party, or
      that would restrict the ability of any Grantor to convert Pesos into Dollars
      (or
      other foreign currencies) for subsequent payment thereunder.




*8.8*  *Intellectual
      Property* .
      (a)
      Each Grantor is the sole and exclusive owner of the entire right, title, and
      interest in and to, or has the valid right to use, all the Patents, Trademarks,
      and Copyrights and other Intellectual Property owned or held by it or used
      by it
      in the conduct of its business. The execution, delivery and performance by
      such
      Grantor of each of this Agreement and the other Collateral Documents, the use
      of
      such Intellectual Property and the conduct of such Grantor’s business and the
      consummation of the transactions contemplated herein and in the other Collateral
      Documents does not, other than with respect to any foreclosure or other sale
      or
      transfer of such components of machinery and equipment owned by each Grantor
      as
      are set forth opposite such Grantor’s name in Schedule 8.8 hereto, infringe upon
      or otherwise violate any Intellectual Property right owned or controlled by
      a
      third party, and no claim had been made that any Intellectual Property owned
      or
      used by any Grantor (or any of its respective licensees) violates the rights
      of
      any third party. No holding, decision, or judgment has been rendered in any
      action or proceeding before any court or administrative authority challenging
      the validity of or any Grantor’s rights to own or use, any such Intellectual
      Property and no such action or proceeding is pending or, to the best of any
      Grantor’s knowledge, threatened.




*8.9*  *Ownership
      of Property; Liens* .
      Each
      Grantor represents that, (a)  (i) other
      than with respect to any foreclosure or other sale of any components of
      machinery and equipment owned by each Grantor, as are set forth opposite such
      Grantor’s name in Schedule 8.8 hereto, it has, and at all relevant times has
      had, full right, power and lawful authority to grant, bargain, sell, release,
      convey, hypothecate, assign, mortgage, pledge, transfer and confirm the property
      constituting the Collateral and the Collateral Assets, in the manner and form
      done in the Collateral Documents, or intended to be done, the
      Company owns 99.9% of the Common Stock of each Mexican Grantor Subsidiary,




(ii)  CTV
      owns
      49.7% of the Capital Stock of Comegua,




(iii)  the
      Company owns 100% of the Capital Stock of CTV,




(iv)  each
      Real
      Property Grantor has good and marketable title to each piece of Real Property
      listed under such Grantor’s name in Schedule 8.9 hereto,




in
      the
      case of (ii) through (iv), free and clear of all Liens, except Collateral
      Permitted Liens.




(b)  The
      Lien
      of the Collateral and Intercreditor Agent in the Collateral constitutes, or
      will
      constitute when created in accordance with the terms of this Agreement or the
      applicable Collateral Document, a valid and first priority Lien (subject to
      Collateral Permitted Liens) and is not subject to any restriction on transfer,
      option or claim (other than any Collateral Permitted Liens), in each case except
      to the extent expressly permitted by the provisions of this Agreement and each
      of the Secured Creditor Documents.




(c)  Schedule
      8.9 sets forth (i) a true and correct list of the Real Property Grantors
      together with the Issue Date Real Property Book Value for each such Real
      Property Grantor, and (ii) opposite the name of the relevant Grantor
      owning
      such Real Property, a map setting forth a true and correct depiction of the
      portions of six existing plots of Real Property contemplated to be subdivided
      and released from any Lien of the Collateral and Intercreditor Agent pursuant
      to
      Section 7.6 hereof (collectively, the “ Unrelated
      Real Property ”)
      and a
      true and correct description (other than with respect to Álcali, the easement
      for the highway specified in Schedule 8.9, for which a general description
      is




43


provided)
      of the easements and rights of way contemplated to be created on the remaining
      portions of the Real Properties from which the Unrelated Real Property is to
      be
      subdivided and released.




(d)  None
      of
      the Collateral Permitted Liens in respect of the Collateral and Collateral
      Assets mentioned under clause (a) above and the release of the Unrelated Real
      Property and creation of the easements and rights of way mentioned under clause
      (c) above, could reasonably be expected to have, individually or in the
      aggregate, a Material Adverse Effect.




*8.10*  *Ownership
      of Capital Stock of Vitro Packaging* . (i) The
      Company has acquired all of the shares of Capital Stock of Vitro Packaging,
      and
      Vitro Packaging has become a Subsidiary of the Company pursuant to the terms
      of
      the Vitro Packaging Merger Agreement.




(ii)  The
      execution, delivery and performance of the Vitro Packaging Merger Agreement
      does
      not and will not conflict with, or result in a breach or violation or imposition
      of any Lien upon any property or assets of the Company or any of its
      Subsidiaries pursuant to, (a) the *estatutos
      sociales* or
      comparable constituting documents of Vitro Packaging, the Company or any of
      its
      Subsidiaries; (b) the terms of any indenture, contract, lease, mortgage, deed
      of
      trust, note agreement, loan agreement or other agreement, obligation, condition,
      covenant or instrument (other than the Collateral Documents) to which Vitro
      Packaging, the Company or any of its Subsidiaries is a party or bound or to
      which its or their property is subject; or (c) any statute, law, rule,
      regulation, judgment, order or decree of any court, regulatory body,
      administrative agency, governmental body, arbitrator or other authority having
      jurisdiction over Vitro Packaging, the Company or any of its Subsidiaries or
      any
      of its or their properties.




*8.11*  *Ownership
      of Capital Stock of Comegua* . (i) The
      Company has acquired (directly or through one of its Subsidiaries) 2376 shares
      of Capital Stock representing 49.7% of the Capital Stock of Comegua, and Comegua
      has become a Subsidiary of the Company pursuant to the terms of the Comegua
      Share Purchase Agreement.




(ii)  The
      execution, delivery and performance of the Comegua Share Purchase Agreement
      does
      not and will not conflict with, or result in a breach or violation or imposition
      of any Lien upon any property or assets of the Company or any of its
      Subsidiaries pursuant to, (a) the *estatutos
      sociales* or
      comparable constituting documents of Comegua, the Company or any of their
      Subsidiaries; (b) the terms of any indenture, contract, lease, mortgage, deed
      of
      trust, note agreement, loan agreement or other agreement, obligation, condition,
      covenant or instrument (other than the Collateral Documents) to which Comegua,
      the Company or any of their Subsidiaries is a party or bound or to which its
      or
      their property is subject; or (c) any statute, law, rule, regulation, judgment,
      order or decree of any court, regulatory body, administrative agency,
      governmental body, arbitrator or other authority having jurisdiction over
      Comegua, the Company or any of their Subsidiaries or any of its or their
      properties.




*8.12*  *Historical
      Monthly Average* .
      Schedule 8.12 hereto sets forth the Historical Monthly Average.




**Section
      9.**  **Covenants
      of the Grantors** .




*9.1*  *Records;
      Information.* (a) Each
      Grantor agrees to maintain, at its own cost and expense, such complete and
      accurate records with respect to the Collateral, or prior to the delivery of
      the
      Interest Rate Adjustment Certificate, the Collateral Assets owned by it, as
      is
      consistent with its current practices, but in any event to include complete
      accounting records indicating all payments and proceeds received with respect
      to
      any part of the Collateral, or prior to the delivery of the Interest Rate
      Adjustment Certificate, the Collateral Assets and, at such time or times as
      the
      Collateral and Intercreditor Agent




44


(acting
      at its own discretion or upon the instruction of any Voting Creditor
      Representative) may reasonably request, permit authorized representatives of
      the
      Collateral and Intercreditor Agent (i) to inspect all records and documents
      relating to the properties of such Grantor constituting Collateral, or prior
      to
      the delivery of the Interest Rate Adjustment Certificate, the Collateral Assets
      in the possession of any federal, state or municipal authorities and shall
      sign
      or cause to be signed any documents reasonably required for this purpose, and
      (ii) to visit and inspect the properties of any Grantor constituting Collateral,
      or prior to the delivery of the Interest Rate Adjustment Certificate, the
      Collateral Assets and any or all books, records and documents in the possession
      of any such Grantor relating to the Collateral, or prior to the delivery of
      the
      Interest Rate Adjustment Certificate, the Collateral Assets and to take extracts
      therefrom and to visit and inspect the Collateral, or prior to the delivery
      of
      the Interest Rate Adjustment Certificate, the Collateral Assets and to verify
      under reasonable procedures the validity, amount, quality, quantity, value,
      condition and status of the Collateral, or prior to the delivery of the Interest
      Rate Adjustment Certificate, the Collateral Assets all upon reasonable prior
      notice and at such reasonable times during normal business hours and as often
      as
      may be reasonably requested. For the avoidance of doubt, all documents or other
      information (including summaries or extracts prepared therefrom) to which the
      Collateral and Intercreditor Agent shall have been given access to pursuant
      to
      this Section 9.1(a) shall be subject to the provisions of Section
      2.3(c).




(b)  The
      Company agrees that, promptly upon the acquisition by it or any Grantor or
      other
      Subsidiary of the Company of any assets or property which would, but for the
      acquisition of such assets or property pursuant to Indebtedness secured by
      a Purchase
      Money Lien as permitted under
      Section 3.6 of the Indenture and the corresponding provisions of the other
      Voting Creditor Documents, constitute and be part of the Collateral, the Company
      shall provide to the Collateral and Intercreditor Agent an Officers’ Certificate
      certifying as to and containing (i) a detailed description of such assets or
      property (including, without limitation, purchase price, book value, location,
      serial number, description and such other information as the Collateral and
      Intercreditor Agent (acting at its own discretion or upon the instruction of
      any
      Voting Creditor Representative) shall reasonably require), (ii) a list setting
      forth such information with respect to all assets or property of the Company
      and
      its Subsidiaries (whether or not of similar type) that is at such date similarly
      intended to be excluded from the Collateral pursuant to such exception, (iii)
      a
      representation that the aggregate purchase price of all such assets or property
      together with all Capitalized Lease Obligations (as defined in the Indenture
      and
      the corresponding provisions of the other Voting Creditor Documents) of any
      Grantor or other Subsidiary of the Company then outstanding, in each case not
      otherwise permitted to be purchased or incurred under the Indenture and the
      corresponding provisions of the other Voting Creditor Documents, do not exceed
      $50 million (or, if applicable, such lesser permitted threshold under the Voting
      Creditor Documents) at any one time and that all such assets or property
      constitutes equipment eligible to be acquired free of the Lien of the Collateral
      Documents pursuant to such section of the Indenture and the corresponding
      provisions of the other Voting Creditor Documents.




*9.2*  *Protection
      of Security.* Each
      Grantor shall, at its own cost and expense, take any and all actions reasonably
      necessary to defend title to the Collateral, or prior to the delivery of the
      Interest Rate Adjustment Certificate, the Collateral Assets against all Persons
      and to defend the Liens of the Collateral and Intercreditor Agent in the
      Collateral and the priority thereof against any Lien not expressly permitted
      by
      each of the Voting Creditor Documents.




*9.3*  *Assets
      Owned or Acquired by Non-Grantor Subsidiaries.* The
      Company covenants and agrees that, in the event that at any time after the
      date
      hereof the Company or any of its Subsidiaries that is not at such time a Grantor
      shall acquire (whether by assignment, merger or otherwise) any assets (a)
      constituting Collateral or Replacement Collateral or (b) (i) which would,
      consistent with the customary practices of the Company and its Subsidiaries
      prior to the Issue Date, have been acquired by a Grantor, and (ii) which
      would at the time of acquisition have constituted Collateral under any
      Collateral Document had it been acquired by a Grantor (including, without
      limitation, inventory, equipment and




45


receivables),
      the Company shall, on or prior to the date such Subsidiary acquires such assets,
      (A) notify the Collateral and Intercreditor Agent and each Creditor
      Representative in writing of such fact, (B) take any action and cause such
      Subsidiary to take any action necessary to cause such assets, as of the date
      of
      such acquisition and thereafter, to constitute part of the Collateral and to
      be
      subject to a perfected first-priority Lien (subject to Collateral Permitted
      Liens (other than under clause (6) of the definition thereof)) as security
      for
      the Secured Obligations; *provided* that any
      agreement entered into in connection therewith under which a Lien is created,
      shall contain substantially similar terms, covenants and representations, as
      those required to be executed by a Grantor pledging similar assets, and shall
      include a *Comision
      Mercantil* ,
      if
      applicable, with respect to any bank or investment account, and (C) cause such
      Subsidiary to enter into an Accession Agreement pursuant to Section 7.2 hereof
      and to comply in all respects with the provisions set forth in this Agreement
      (including, without limitation, by entering into such other Collateral Documents
      as the Collateral and Intercreditor Agent (acting at its own discretion or
      upon
      the instruction of any Voting Creditor Representative) may reasonably request
      in
      connection with the foregoing); *provided* that in
      no event shall any Subsidiary be required to guarantee the Secured Obligations
      solely due to its ownership of Capital Stock of Comegua. Notwithstanding the
      foregoing, the provisions of this Section 9.3 shall not apply to any Subsidiary
      of the Company (x) incorporated in any jurisdiction other than the United
      States or Mexico, to the extent any assets described in clause (b) above are
      used in the business of such Subsidiary outside of the United States and Mexico,
      (y) solely as a result of such Subsidiary selling or distributing products
      in
      the United States as permitted under Section 9.16 or (z) solely as a result
      of
      such Subsidiary purchasing inventory or goods that are part of the Collateral
      in
      the ordinary course of its business.




*9.4*  *Further
      Assurances.* (a) Each
      Grantor agrees, at its own expense, promptly to execute, acknowledge, deliver
      and cause to be duly filed all such further instruments and documents and take
      all such actions as may be required under applicable law as the Collateral
      and
      Intercreditor Agent (acting at its own discretion or upon the instruction of
      any
      Voting Creditor Representative) may from time to time reasonably request to
      better assure, preserve, protect, perfect and enforce the Liens in the
      Collateral and the rights and remedies created hereby and by the Collateral
      Documents, including the payment of any fees and taxes required in connection
      with the execution and delivery of this Agreement and the other Collateral
      Documents, the granting of the Liens in the Collateral and the filing of any
      financing statements (including fixture filings) or other documents in
      connection herewith or therewith. If any Governmental Authority in any
      jurisdiction in which any of the Collateral is located or any political
      subdivision thereof (including a municipality) shall levy, assess or charge
      any
      tax, imposition or assessment upon the Collateral Documents relating to the
      obligations or the interest of the Collateral and Intercreditor Agent in any
      of
      the Collateral (other than income, franchise or similar taxes imposed on the
      Collateral and Intercreditor Agent or on any Secured Party), the Company or
      the
      relevant Grantor shall pay all such taxes, assessments and impositions to,
      for
      or on account of the Collateral and Intercreditor Agent when due and payable
      and
      shall furnish promptly to the Collateral and Intercreditor Agent proof of such
      payment. Notwithstanding the foregoing, the Company or the relevant Grantor
      may
      contest such amount paid or payable in accordance with the procedures set forth
      in Section 9.6.




(b)  If,
      subsequent to the date hereof, any Grantor shall acquire (whether by assignment,
      merger, acquisition of Replacement Collateral, receipt of non-cash consideration
      pursuant to any Collateral Asset Sale or otherwise) any Collateral or any asset
      required to be or to become part of the Collateral pursuant to the terms hereof
      or the terms of any Secured Creditor Document, such Grantor shall, at its own
      expense, (x) in the event that such asset shall not automatically be included
      in
      the Collateral pursuant to the terms of an existing Collateral Document or
      (y)
      with respect to any or all of the following, as the Collateral and Intercreditor
      Agent (acting at its own discretion or upon the instruction of any Voting
      Creditor Representative) shall reasonably request:




(i)  as
      of the
      date of such acquisition, execute, acknowledge and deliver to the Collateral
      and
      Intercreditor Agent such valid and binding Collateral Document or Collateral




46


Documents,
      in form and substance reasonably satisfactory to the Collateral and
      Intercreditor Agent (as determined by the Collateral and Intercreditor Agent
      in
      its own discretion or in consultation with any one or more Voting Creditor
      Representatives), as shall create a first-priority Lien (subject to the
      Collateral Permitted Liens, other than under clause (6) of the definition
      thereof) in such asset in favor of the Collateral and Intercreditor Agent
      hereunder as security for the Secured Obligations;




(ii)  as
      of the
      date of such acquisition, or as soon as practicable thereafter, cause any
      filing, registration or other act to be taken in order to perfect such Lien,
      and
      provide evidence thereof to the Collateral and Intercreditor Agent;




(iii)  upon
      completion of the actions undertaken pursuant to clauses (i) and (ii) above,
      deliver an Opinion of Collateral Counsel with respect to the relevant Collateral
      Documents and the Liens created thereby; and




(iv)  deliver
      such other documentation related to the provisions of this Section 9.4(b) as
      the
      Collateral and Intercreditor Agent (acting at its own discretion or upon the
      instruction of any Voting Creditor Representative) may reasonably
      request.




*9.5*  *Recording
      and Opinions* . (a) The
      Company shall furnish to each Voting Creditor Representative and the Collateral
      and Intercreditor Agent upon the request of the Collateral and Intercreditor
      Agent (acting at its own discretion or upon request of any Voting Creditor
      Representative), but in no event more than once annually, an Opinion or Opinions
      of Counsel, dated as of a date not later than 30 days from the date of such
      request, each stating that, in the opinion of such counsel, such action has
      been
      taken with respect to the recording, registering, filing, re-recording,
      re-registering and re-filing of (x) the Secured Creditor Documents, (y) the
      Collateral Documents, and (z) financing statements, continuation statements
      or
      other instruments of further assurances, as is necessary to maintain the
      enforceability, perfection and priority of the Lien of each such Collateral
      Document and reciting the details of such action (or referring to prior Opinions
      of Counsel in which such details are given), and stating that all financing
      statements, continuation statements, or other instruments of further assurances
      have been executed and filed that are necessary to preserve and protect the
      rights of the Secured Parties and the Collateral and Intercreditor Agent
      hereunder and under the Collateral Documents, or stating that, in the opinion
      of
      such counsel, no action is necessary to maintain such Liens.




(b)  The
      Company shall pay all applicable recording taxes, fees, charges, cost and
      expenses required for the recording of the Collateral Documents as promptly
      as
      possible after they become due.




*9.6*  *Taxes;
      Encumbrances.*  (a) Unless contested in accordance with the provisions of subsection (b) below,
      each
      Grantor shall pay and discharge, from time to time when the same shall become
      due, all material taxes, special assessments, levies, permits, inspection and
      license fees, all material utility charges, including water and sewer rents
      and
      charges, and all other material public charges, imposed upon or assessed against
      the Collateral or Collateral Assets or any part thereof or upon the revenues,
      rents, issues, income and profits of the Collateral or Collateral Assets or
      any
      part thereof, including, without limitation, those arising in respect of the
      occupancy, use or possession thereof, and shall maintain in full force and
      effect and comply with the requirements of all material permits (including,
      without limitation, building ordinances and codes and zoning requirements to
      operate or use and occupy any Collateral or Collateral Asset for its intended
      uses or that otherwise relate to the Collateral or any Collateral Asset) now
      or
      hereafter required by any Governmental Authority. Unless contested in accordance
      with the provisions of subsection (b) below, at its option, the Collateral
      and Intercreditor Agent (acting at its own discretion or upon the instruction
      of
      any Voting Creditor Representative) may discharge such past due taxes,
      assessments, charges, fees, Liens, security interests or other encumbrances




47


at
      any
      time levied or placed on the Collateral and not permitted pursuant to each
      of
      the Voting Creditor Documents, to the extent any Grantor fails to do so as
      required by this Agreement or any other Collateral Document, and each Grantor
      jointly and severally agrees to reimburse the Collateral and Intercreditor
      Agent
      on demand for any payment made or any expense incurred by the Collateral and
      Intercreditor Agent pursuant to the foregoing authorization; *provided* that
      nothing in this Section 9.6 shall be interpreted as excusing any Grantor
      from the performance of, or imposing any obligation on the Collateral and
      Intercreditor Agent or any Secured Party to cure or perform, any covenants
      or
      other promises of any Grantor with respect to taxes, assessments, charges,
      fees,
      liens, security interests or other encumbrances and maintenance as set forth
      herein or in the other Collateral Documents or any Voting Creditor Documents.




(b)  Each
      Grantor may at its own expense contest the amount or applicability of any of
      the
      obligations described in subsection (a) above by appropriate legal proceedings,
      prosecution of which operates to prevent the collection thereof and the sale
      or
      forfeiture of the Collateral or any Collateral Asset or any part thereof to
      satisfy the same; *provided,
      however,* that
      in
      connection with such contest, such Grantor shall have made provision for the
      payment of such contested amount on its books if and to the extent required
      by
      GAAP; *provided
      further* ,
      that no
      such contest shall have a Material Adverse Effect.




*9.7*  *Continuing
      Obligations of the Grantors; Compliance with Law.*  (a) Each
      Grantor shall remain liable to observe and perform all the conditions and
      obligations to be observed and performed by it under each contract, agreement
      or
      instrument relating to the Collateral and the Collateral Assets, all in
      accordance with the terms and conditions thereof.




(b)  Except
      as
      would not be reasonably likely to result in a Material Adverse Effect, each
      Grantor shall be at all times in compliance with all applicable environmental
      laws and shall ensure that the condition of all property forming part of the
      Collateral and the Collateral Assets is in compliance with applicable
      environmental laws.




*9.8*  *Use
      and Disposition of Collateral.*  (a) None
      of the Grantors shall make or permit to be made an assignment, pledge or
      hypothecation of any Collateral or Collateral Assets or shall grant any other
      Lien in respect of the Collateral or Collateral Assets or enter into any
      arrangement providing for a restriction on transfer of or option or claim with
      respect to any Collateral or Collateral Assets, except that granted under the
      Collateral Documents and as expressly permitted by each of the Secured Creditor
      Documents. None of the Grantors shall make or permit to be made any transfer
      of
      the Collateral or Collateral Assets and each Grantor shall remain at all times
      in possession of the Collateral or Collateral Assets owned by it, except that
      (x) inventory may be sold, kept in transit or in another location for
      repairs, in each case in the ordinary course of business and (y) subject
      to
      the terms and conditions of the Secured Creditor Documents and the Collateral
      Documents, and unless a Collateral Event of Default has occurred and is
      continuing and the Collateral and Intercreditor Agent has given notice or taken
      action in accordance with the terms of this Agreement and the other Collateral
      Documents, each Grantor may (i) receive all cash dividends, interest
      and
      other payments made upon or in respect of the Pledged Stock (if any) and
      exercise any voting and other rights in respect thereof (other than as
      contemplated by the Mexican Stock Pledges, if and when executed),
      (ii) generally remain in possession of and retain exclusive control
      over
      the Collateral (other than any amounts that are the proceeds of a Collateral
      Asset Sale or an Event of Loss relating to the Collateral), (iii) freely
      operate the Collateral, to replace machinery and equipment and to sell or
      otherwise dispose of inventory and other Collateral (including, with respect
      to
      cash constituting Collateral by virtue of being proceeds under a Collateral
      Document (other than the Net Cash Proceeds from a Collateral Asset Sale or
      an
      Event of Loss) to pay dividends or make investments or loans), and
      (iv) collect, invest and dispose of any income in respect of any
      Collateral, in each case in the ordinary course of business.






48




(b)  Each
      Grantor shall, at all times, make or cause to be made such expenditures by
      means
      of renewals, replacements, repairs, maintenance or otherwise take such action
      as
      shall be necessary to maintain, preserve and keep all of its Real Property
      and
      machinery and equipment comprising Collateral or Collateral Assets in good
      working order, condition and repair (ordinary wear and tear excepted), in a
      state of good operating efficiency, and shall not commit any waste on or with
      respect to any such Collateral or Collateral Asset that has the effect of
      reducing materially the value of such Collateral or Collateral Asset or any
      other Collateral or Collateral Asset.




*9.9*  *Insurance.*  (a) Each
      Grantor shall at all times maintain insurance covering physical loss or damage
      to the Collateral and the Collateral Assets as is consistent with its recent
      past practices prior to the Issue Date and (other than Grantors organized under
      the laws of Mexico who shall be obligated to enter into a power of attorney
      in
      the form of Exhibit B hereto in accordance with Section 9.9(h) hereof)
      irrevocably makes, constitutes and appoints the Collateral and Intercreditor
      Agent as such Grantor’s true and lawful agent (and attorney-in-fact) for the
      purpose, upon the occurrence and during the continuance of a Collateral Event
      of
      Default, of making, settling and adjusting claims in respect of the Collateral
      under policies of insurance, endorsing the name of such Grantor on any check,
      draft, instrument or other item of payment for the proceeds of such policies
      of
      insurance and for making all determinations and decisions with respect thereto.




(b)  Notwithstanding
      anything contained in this Section 9.9, each Grantor shall take and
      maintain all such other insurance policies as may be required from time to
      time
      by any applicable statute, regulation, decree or court order.




(c)  Within
      30
      days from the date hereof, the interest of the Collateral and Intercreditor
      Agent under this Agreement and as mortgagee and secured creditor in the
      Collateral under the Collateral Documents shall be noted as loss payee upon
      all
      property policies taken out by any Grantor relating to the Collateral, and
      each
      Grantor shall obtain a copy of or a certificate of such policies with the
      Collateral and Intercreditor Agent named as loss payee thereunder, and take
      any
      action and execute and deliver any documents necessary for such appointment
      to
      be effective under Mexican law.




(d)  Each
      Grantor shall pay punctually all premiums payable for all insurance taken out
      and maintained by it in respect of the Collateral or Collateral Assets and
      shall
      promptly deliver to the Collateral and Intercreditor Agent copies of all
      certificates and policies of insurance taken out by it, certified by the insurer
      or its authorized representative in each case. The Company shall also provide
      evidence (which may include cover notes or binders) of every renewal or
      replacement of a policy at least ten days prior to its expiration date. If
      any
      policy is materially and adversely amended the Company shall promptly provide
      the Collateral and Intercreditor Agent with a certified copy of such
      amendment.




(e)  The
      Collateral and Intercreditor Agent makes no representation or warranty as to
      the
      sufficiency or adequacy of the insurance coverage required to be maintained
      pursuant to this Section 9.9. The Collateral and Intercreditor Agent shall
      have
      no obligation to verify any information or statement contained in any
      certificate or policy delivered to it.




(f)  In
      the
      event that any Grantor at any time or times shall fail to obtain or maintain
      any
      of the policies of insurance required hereby or to pay any premium in whole
      or
      part relating thereto, the Collateral and Intercreditor Agent may (but shall
      not
      be obligated to), without waiving or releasing any obligation or liability
      of
      the Grantors hereunder or any Collateral Event of Default, in its sole
      discretion, obtain and maintain such policies of insurance and pay such premium
      and take any other actions with respect thereto as the Collateral and
      Intercreditor Agent (as determined by the Collateral and Intercreditor Agent
      in
      its own discretion or in consultation with any one or more Voting Creditor
      Representatives) deems advisable. All sums disbursed by the Collateral and
      Intercreditor Agent in connection with this Section 9.9, including
      reasonable attorneys’ fees, court costs, expenses and other charges relating
      thereto,




49


shall
      be
      payable, upon demand, by the Grantors to the Collateral and Intercreditor Agent
      and shall be additional Secured Obligations secured hereby.




(g)  All
      proceeds of any such policy and any such award if in respect to the Collateral
      shall be paid to the Collateral and Intercreditor Agent for the benefit of
      the
      Secured Parties pursuant to Section 4.3 hereof or as otherwise required under
      the Voting Creditor Documents. If any Other Secured Party (or its Creditor
      Representative) shall, at any time, receive any proceeds of any such insurance
      policy or any such award in contravention of this Agreement, it shall pay such
      proceeds over to the Collateral and Intercreditor Agent in accordance with
      the
      terms of Section
      5.1 .




(h)  Each
      Mexican Grantor agrees promptly after the date hereof to execute a special
      power
      of attorney substantially in the form of Exhibit B hereto and to deliver the
      same to the Collateral and Intercreditor Agent, together with a copy of the
      resolutions of its Board of Directors authorizing the execution of such power
      of
      attorney.




*9.10*  *Intellectual
      Property* . (a) Each
      Grantor agrees that it shall not use or consent to the use of any of the
      Collateral in a manner constituting a material violation of any third party
      Intellectual Property rights. To the extent the use of any Collateral by a
      Grantor depends on a Grantor maintaining rights under a license agreement with
      a
      third party, such Grantor shall take commercially reasonable efforts to maintain
      its rights under such license agreement (including by paying any royalty
      payments due under any such license agreement) and shall promptly notify the
      Collateral and Intercreditor Agent if it ceases to have rights under any such
      license agreement.




(b)  For
      the
      purpose of enabling the Collateral and Intercreditor Agent to exercise rights
      and remedies under this Agreement or any other Collateral Document at such
      time
      as the Collateral and Intercreditor Agent shall be lawfully entitled to exercise
      such rights and remedies, but solely to the extent that each Grantor owns and/or
      has the authority to grant such rights, **** each
      Grantor hereby grants to the Collateral and Intercreditor Agent an irrevocable,
      non-exclusive license (exercisable without payment of royalty or other
      compensation to any Person); *provided* that,
      with respect to any Intellectual Property owned by a third party, such license
      may be exercisable upon the payment of a reasonable royalty to such third party,
      to the extent such royalty is agreed to by the Collateral and Intercreditor
      Agent (as determined by the Collateral and Intercreditor Agent in its own
      discretion or in consultation with any one or more Voting Creditor
      Representatives)), to the fullest extent permitted by applicable law, to use,
      license or sub-license any Intellectual Property incorporated in or relating
      to
      any Collateral now owned or hereafter acquired by such Grantor, and wherever
      the
      same may be located, and including in such license reasonable access to all
      media in which any of the licensed items may be recorded or stored and to all
      computer software and programs used for the compilation or printout thereof.
      The
      use of such license by the Collateral and Intercreditor Agent shall be
      exercised, at the option of the Collateral and Intercreditor Agent, upon the
      occurrence and during the continuation of a Collateral Event of Default; *provided* that any
      license, sub-license or other transaction entered into by the Collateral and
      Intercreditor Agent in accordance herewith shall be binding upon the Grantors
      notwithstanding any subsequent cure of a Collateral Event of Default. If and
      to
      the extent that the consent of a third-party is necessary to permit a Grantor
      to
      grant any such license respecting any particular third-party Intellectual
      Property, then such Grantor shall, at its sole cost and expense, use its
      reasonable best efforts to obtain such consent from the relevant third party.
      If
      a Grantor has complied with the foregoing but is unable to obtain such consent,
      then the Grantor shall have no further obligations hereunder with respect to
      the
      granting of a license for such third-party Intellectual Property.




*9.11*  *Perfection
      of Non-Possessory Pledge Agreements.* Each
      Grantor that is at any time party to a Non-Possessory Pledge Agreement
      shall:






50




(a)  use
      its
      reasonable best efforts to perfect a first-priority Lien (subject to Collateral
      Permitted Liens) in favor of the Collateral and Intercreditor Agreement in
      the
      Collateral subject to each such Non-Possessory Pledge Agreement;




(b)  as
      promptly as practicable after entry into each such Non-Possessory Pledge
      Agreement, register and cause to be registered each such Non-Possessory Pledge
      Agreement with the applicable Public Registry of Commerce;




(c)  once
      obtained, promptly provide to the Collateral and Intercreditor Agent evidence
      of
      the registration of such Non-Possessory Pledge Agreement with the applicable
      Public Registry of Commerce;




(d)  deliver
      to the Collateral and Intercreditor Agent, as of the date that is 150 days
      after
      the Issue Date, an Opinion of Collateral Counsel with respect to the perfection
      and due registration of all Liens under the Non-Possessory Pledge Agreements
      that have theretofore been perfected and registered; and




(e)  once
      obtained, promptly provide such other documentation related to this Section
      9.11
      as the Collateral and Intercreditor Agent (as determined by the Collateral
      and
      Intercreditor Agent in its own discretion or in consultation with any one or
      more Voting Creditor Representatives) may reasonably request.




*9.12*  *Creation
      and Perfection of Mortgage Agreements.* At
      any
      time prior to the delivery by the Collateral and Intercreditor Agent to the
      Indenture Trustee of the Interest Adjustment Certificate in accordance with
      Section 6 hereof, each Real Property Grantor shall:




(a)  use
      its
      reasonable best efforts to perfect a first-priority Lien (subject to Collateral
      Permitted Liens) in favor of the Collateral and Intercreditor Agent in the
      Real
      Property owned by such Real Property Grantor on the Issue Date;




(b)  with
      respect to any Real Property that does not constitute Collateral on the Issue
      Date (excluding, with respect to clauses (i) through (iv) below, beginning
      on
      the date 121 days after the Issue Date, any Real Property owned by a Real
      Property Grantor the Common Stock of which is subject to a Stock Pledge
      Agreement in accordance with Section 9.13 hereof):




(i)  use
      its
      reasonable best efforts to promptly file and renew, as appropriate, with all
      appropriate jurisdictions, and to keep in full force and effect preventive
      notices ( *avisos
      preventivos* )
      in the
      applicable Public Registry of Property in respect of such Real
      Property;




(ii)  not
      Incur
      any Liens of any kind against or upon any of such Real Property (except for
      Collateral Permitted Liens (other than pursuant to clause (6)
      thereunder));




(iii)  use
      its
      reasonable best efforts to avoid any action that would result in any impairment
      (as determined in accordance with Mexican GAAP) to the book value of such Real
      Property as compared to the book value thereof as of March 31,
      2004;




(iv)  use
      its
      reasonable best efforts to execute and deliver to the Collateral and
      Intercreditor Agent one or more Mortgage Agreements substantially in the form
      of
      Exhibit F with respect to such Real Property pursuant to which a
      first-priority Lien (subject to Collateral Permitted Liens) is created in such
      Real Property;






51


(v)  as
      promptly as practicable after entry into each such Mortgage Agreement, duly
      register or cause to be duly registered such Mortgage Agreement with the
      applicable Public Registry of Property;




(vi)  once
      obtained, promptly provide to the Collateral and Intercreditor Agent evidence
      of
      the due registration of such Mortgage Agreement with the applicable Public
      Registry of Property;




(vii)  deliver
      to the Collateral and Intercreditor Agent, as of the later of (x) the date
      that
      is 150 days after the Issue Date and (y) the date the Lien created by such
      Mortgage is perfected, an Opinion of Collateral Counsel with respect to such
      Mortgage Agreement and the security interest created thereby; and




(viii)  deliver
      such other documentation related to the provisions of this Section 9.12 as
      the
      Collateral and Intercreditor Agent (acting at its own discretion or upon the
      instruction of any Voting Creditor Representative) may reasonably
      request.




*9.13*  Mexican
      Stock Pledge Agreements.




(a)  With
      respect to any Real Property Grantor that, as of the date that is 121 days
      after
      the Issue Date, has not created and perfected Mortgage Agreements in accordance
      with Section 9.12 with respect to Real Property owned by such Real Property
      Grantor as of the Issue Date, representing at least 80% of the Issue Date Real
      Property Book Value of such Real Property Grantor, the Company shall, during
      the
      period prior to the delivery by the Collateral and Intercreditor Agent to the
      Indenture Trustee of the Interest Adjustment Certificate in accordance with
      Section 6 hereof:




(i)  use
      its
      reasonable best efforts to create and perfect a first-priority Lien in favor
      of
      the Collateral and Intercreditor Agent in at least 99.9% of the Capital Stock
      of
      such Grantor (such Capital Stock with respect to any Real Property Grantor,
      the
“ Mexican
      Pledged Stock ”)
      by
      executing and delivering (or, to the extent the Company does not own such
      Mexican Pledged Stock, by causing any of its Subsidiaries that owns such Mexican
      Pledged Stock to become, to the extent not at such time a Grantor hereunder,
      a
      Grantor under this Agreement in accordance with Section 7.2 hereof and to
      execute and deliver) to the Collateral and Intercreditor Agent a Stock Pledge
      Agreement substantially in the form of Exhibit G-1 hereto with respect
      to
      such Mexican Pledged Stock, together with the certificates representing the
      subject Mexican Pledged Stock endorsed in guaranty ( *endoso*  *en
      garantía* )
      to the
      Collateral and Intercreditor Agent and evidence of registration of the pledge
      of
      such Common Stock in the stock registry book of such Real Property
      Grantor;




(ii)  use
      its
      reasonable best efforts to file for registration each such Stock Pledge
      Agreement with the applicable public registry, evidence of which shall promptly
      be provided to the Collateral and Intercreditor Agent;




(iii)  cause
      such Real Property Grantor, simultaneously with the entry into and delivery
      of
      such Stock Pledge Agreement, to adopt the amendments to its *estatutos
      sociales* (by-laws)
      substantially in the form set forth in Exhibit I hereto, and to provide
      a
      notarized copy of such amended by-laws to the Collateral and Intercreditor
      Agent;




(iv)  deliver
      to the Collateral and Intercreditor Agent, as of the date the Lien created
      by
      such Stock Pledge Agreement is perfected, an Opinion or Opinions of Collateral
      Counsel in Mexico and, as of the date any certificates representing the Mexican
      Pledged Stock are delivered to the Collateral and Intercreditor Agent in the
      State of New York, in the United




52


States,
      in the latter case to be substantially in the form of Exhibit H-3 hereto, dated
      as of such date with respect to such Stock Pledge Agreement and the security
      interest created thereby, and an Opinion of Counsel with respect to the valid
      adoption and full force and effect of such amendments to such Grantor’s by-laws;
      and




(v)  deliver
      such other documentation related to the provisions of this Section 9.13(a)
      as
      the Collateral and Intercreditor Agent (acting at its own discretion or upon
      the
      instruction of any Voting Creditor Representative) may reasonably
      request.




(b)  Any
      such
      Stock Pledge Agreement shall remain in full force and effect subject to
      termination upon compliance with the provisions of Section 7.5 hereof.
      The
      Company shall be entitled, at any time and from time to time, to cause (and
      the
      Collateral and Intercreditor Agent shall exercise any voting rights it may
      have
      with respect to such Real Property Grantor’s Common Stock to cause) any Real
      Property owned by a Real Property Grantor, the Common Stock of which is Mexican
      Pledged Stock pledged pursuant to a Stock Pledge Agreement in accordance with
      Section 9.13(a) hereof, to become part of the Collateral by entering into and
      delivering to the Collateral and Intercreditor Agent one or more Mortgage
      Agreements substantially in the form of Exhibit F with respect to such Real
      Property pursuant to which a first-priority lien (subject to Collateral
      Permitted Liens), is created in favor of the Collateral and Intercreditor Agent
      in such Real Property and complying with the provisions of Section 9.12(b)(v)
      through (viii) with respect thereto.




*9.14*  *Comegua
      Stock Pledge Agreement* .
      The
      Company and CTV agree that, prior to the delivery by the Collateral and
      Intercreditor Agent to the Indenture Trustee of the Interest Adjustment
      Certificate in accordance with Section 6 hereof:




(a)  each
      of
      the Company and CTV shall use its reasonable best efforts to create and perfect
      a first-priority Lien (subject to the right of first offer held by the other
      shareholders of Comegua), in favor of the Collateral and Intercreditor Agent
      in
      all Capital Stock of Comegua owned (directly or indirectly) by the Company
      as of
      the Issue Date (the “ Comegua
      Pledged Stock ”
      and,
      together with the Mexican Pledged Stock, the “ Pledged
      Stock ”)
      by
      executing and delivering to the Collateral and Intercreditor Agent a Stock
      Pledge Agreement (which Stock Pledge Agreement shall be duly notarized)
      substantially in the form of Exhibit G-2 hereto with respect to such
      Comegua Pledged Stock, together with the certificates representing the subject
      Comegua Pledged Stock endorsed in guaranty ( *endoso*  *en
      garantía* )
      to the
      Collateral and Intercreditor Agent and evidence of registration of the pledge
      of
      such Capital Stock in the stock registry book of Comegua;




(b)  the
      Company and CTV shall deliver to the Collateral and Intercreditor Agent, as
      of
      the date the Lien created by such Stock Pledge Agreement is perfected, Opinions
      of Collateral Counsel dated as of such date in substantially the forms set
      forth
      in Exhibits H-1 and H-2 and, as of the date any certificates representing the
      Comegua Pledged Stock are delivered to the Collateral and Intercreditor Agent
      in
      the State of New York, H-3 with respect to such Stock Pledge Agreement and
      the
      security interest created thereby; and




(c)  the
      Company and CTV shall deliver such other documentation related to the provisions
      of this Section 9.14 as the Collateral and Intercreditor Agent (acting at its
      own discretion or upon the instruction of any Voting Creditor Representative)
      may reasonably request.




*9.15*  *Obligations
      with Respect to Leases and Material Contracts* . (a) No Real
      Property Grantor shall, with respect to any Real Property owned by it on the
      Issue Date (whether or not subject to a Mortgage Agreement), other than
      Unrelated Real Property which has been released from the Collateral pursuant
      to
      Section 7.6, (i) execute any assignment or pledge of any lease or sublease
      or of
      the rents or any part thereof other than pursuant to the applicable Collateral
      Document, (ii) accept any




53


prepayments
      of any installment of rents or other amounts (other than a reasonable security
      deposit) to become due thereunder for a period exceeding three months, or (iii)
      enter into any lease or modify any such assigned lease in any fashion which
      will
      materially and adversely affect the value of such Real Property or the security
      provided by the applicable Collateral Document or which would violate any other
      provision of this Section 9.15, without the prior written consent of the
      Required Creditors.




(b)  Each
      lease in respect of any Real Property constituting part of the Collateral or
      a
      Collateral Asset shall contain terms (i) explicitly forbidding the actions
      proscribed by clause (a) above, and (ii) empowering the Collateral and
      Intercreditor Agent immediately to terminate such lease, without the payment
      of
      any penalty or other sanction by the lessor, at any time after the occurrence
      and during the continuance of a Collateral Event of Default.




(c)  The
      Company shall furnish to the Collateral and Intercreditor Agent within 30 days
      of the date hereof and, thereafter, promptly upon reasonable request of the
      Collateral and Intercreditor Agent (acting at its own discretion or upon the
      instruction of any Voting Creditor Representative), a written statement in
      respect of any or all of the leases that relate to any Real Property owned
      by a
      Real Property Grantor, setting forth the space occupied, if any, the portion
      of
      such Real Property leased thereby, the rentals or other amounts payable
      thereunder, and such other information as the Collateral and Intercreditor
      Agent
      may reasonably request and (ii) promptly upon entry into any lease or amendment
      thereto by any Real Property Grantor with respect to any Real Property owned
      by
      it, a copy of such lease or amendment.




(d)  The
      Company shall notify the Collateral and Intercreditor Agent, promptly upon
      the
      reasonable request of the Collateral and Intercreditor Agent (acting at its
      own
      discretion or upon the instruction of any Voting Creditor Representative),
      of
      the existence of any and all leases or leasing contracts in respect of any
      part
      of the Collateral.




*9.16*  *U.S.
      Accounts Receivable* .
      The
      Company hereby covenants and agrees that Vitro Packaging shall at all times
      be
      the sole and exclusive Affiliate through which the Company and its Subsidiaries
      sell and distribute inventory and products consisting of glass containers in
      the
      United States; *provided* that,
      if, as of the end of any calendar month, the monthly average of the third-party
      accounts receivable of Vitro Packaging for the six month period then ended
      exceeds 90% of the Historical Monthly Average, as certified by a Responsible
      Officer of the Company in an Officers’ Certificate delivered to the Collateral
      and Intercreditor Agent within 15 days of the end of such calendar month showing
      such calculations, then the Company and its Subsidiaries shall be entitled
      to
      sell and distribute inventory and products consisting of glass containers in
      the
      United States through another Subsidiary of the Company for so long as, at
      the
      end of any month as certified by the Company pursuant to an Officers’
      Certificate delivered as provided above, the monthly average of the third-party
      accounts receivable of Vitro Packaging for the six-month period then ended
      exceeds 90% of Historical Monthly Average.




*9.17*  *Cash
      Proceeds.* Each
      Grantor agrees that it will maintain one or more bank accounts into which it
      will promptly deposit all proceeds constituting a part of the Collateral (other
      than any such amounts to the extent required to be deposited with the Collateral
      and Intercreditor Agent in any of the Collateral Accounts, the Proceeds Account
      or the Event of Loss Account) and agrees that it will not commingle the funds
      in
      any such account with cash not constituting Collateral.




*9.18*  *Translations* . (a) The
      Company hereby covenants and agrees that it shall provide to the Collateral
      and
      Intercreditor Agent and each Creditor Representative as soon as practicable
      after the date hereof translations by a Mexican court-approved translator of
      this Agreement, the Indenture and each Collateral Document, (i) in respect
      of
      each such agreement executed in the English language, into the Spanish language
      and (ii) in respect of each such agreement executed in the Spanish language,
      into the English language (each, a “ Translation ”).






54




(b)  In
      the
      event that the Collateral and Intercreditor Agent or any Creditor Representative
      at such time party hereto shall object, in its sole discretion, to any aspect
      of
      any Translation within 15 days after receipt thereof by such Person pursuant
      to
      the initial delivery thereof by the Company under clause (a) above, the Company,
      the Collateral and Intercreditor Agent and such Creditor Representatives shall
      use commercially reasonable efforts to negotiate in good faith the content
      of
      such Translation. In the absence of any objection during such period, each
      of
      the Secured Parties will be deemed to have agreed to such Translation in the
      form prepared by the Company. Nothing in this Section 9.18 shall require the
      Collateral and Intercreditor Agent to verify the accuracy of any Translation
      and
      the Collateral and Intercreditor Agent shall have no liability for any
      inaccuracy in any Translation.




(c)  Each
      Grantor and each of the Secured Parties hereby agrees that, upon agreement
      among
      the Secured Parties in respect of any Translation pursuant to clause (b) above,
      such Translation may be used in any action, suit or proceeding in any Mexican
      court.




(d)  in
      case
      of any conflict, the versions of each such agreement in the language as
      originally executed and delivered by the parties thereto shall
      prevail.




*9.19*  *Covenants* . (a) The
      Company shall promptly comply with, and shall cause each Grantor to promptly
      comply with, any covenant or agreement applicable to a Grantor contained in
      this
      Agreement or in any Collateral Document and shall take all necessary action
      in
      furtherance of the foregoing.




(b)  Each
      covenant made in this Section 9 shall operate without prejudice to the
      requirements of any other Secured Creditor Document; *provided* ,
      that in
      the event of any conflict between such requirements and those of this Section
      9,
      the provisions herein shall prevail for all purposes relating to the application
      and enforcement of the provisions of this Agreement.




**Section
      10.**  **Reliance;
      Waivers; etc** .




*10.1*  *Reliance* *.* The
      purchase of the Notes by the Noteholders, and all loans and other extensions
      of
      credit made or deemed made on and after the date hereof by the Senior Lenders,
      Working Capital Lenders and the Trade Creditors to the Company or any other
      Grantor, shall be deemed to have been given and made in reliance upon this
      Agreement. Each Secured Party independently and without reliance on the
      Collateral and Intercreditor Agent, and based on documents and information
      deemed by it appropriate, made its own credit analysis and decision to enter
      into the Secured Creditor Documents, this Agreement and the transactions
      contemplated hereby and thereby and will continue to make its own credit
      decision in taking or not taking any action under the Secured Creditor Documents
      or this Agreement.




*10.2*  *No
      Warranties or Liability* *.* Each
      Secured Party acknowledges and agrees that each of the Collateral and
      Intercreditor Agent and each other Secured Party has made no express or implied
      representation or warranty, including with respect to the execution, validity,
      legality, completeness, collectibility or enforceability of any of the
      Collateral Documents, the ownership, adequacy or value of any Collateral or
      the
      perfection or priority of any Liens thereon. Each Secured Party will be entitled
      to manage and supervise its extensions of credit under the Secured Creditor
      Documents in accordance with law and as it may otherwise, in its sole
      discretion, deem appropriate, and may manage extensions of credit without regard
      to any rights or interests that any other Secured Party have in the Collateral
      or otherwise, except as otherwise provided in this Agreement. No Secured Party
      shall have any duty to act or refrain from acting in a manner which allows,
      or
      results in, the occurrence or continuance of an event of default or default
      under any agreements with either the Company or any Subsidiary thereof
      (including any Secured Creditor Documents), regardless of any knowledge thereof
      which it may have or be charged with.






55




*10.3*  *No
      Waiver.* (a) No
      right of the Collateral and Intercreditor Agent to enforce any provision of
      this
      Agreement, any Secured Creditor Document or any other Collateral Document shall
      at any time in any way be prejudiced or impaired by any act or failure to act
      on
      the part of any Grantor or by any act or failure to act by any Secured Party
      or
      the Collateral and Intercreditor Agent, or by any noncompliance by any Person
      with the terms, provisions and covenants of this Agreement, any Secured Creditor
      Document or any other Collateral Document, regardless of any knowledge thereof
      which the Collateral and Intercreditor Agent or any Secured Party may have
      or be
      otherwise charged with.




(b)  Each
      Secured Party agrees that none of the Voting Creditors, the Voting Creditor
      Representatives and the Collateral and Intercreditor Agent shall have any
      liability to any Secured Party and hereby waives any claim against any of the
      Voting Creditors, the Voting Creditor Representatives and the Collateral and
      Intercreditor Agent (i) arising out of any and all actions the Voting Creditors
      or the Voting Creditor Representatives may take or permit or omit to take with
      respect to the Voting Creditor Documents or the collection of the Voting
      Creditor Claims or (ii) any of the matters described in Section 10.2. Each
      Secured Party agrees that the Voting Creditors, the Voting Creditor
      Representatives and the Collateral and Intercreditor Agent have no duty to
      them
      in respect of the maintenance or preservation of the Collateral or
      otherwise.




*10.4*  *Obligations
      Unconditional* *.* Each
      Grantor and each Secured Party agrees that all rights, interests, agreements
      and
      obligations of each such Party hereunder and under any Collateral Document
      shall
      remain in full force and effect irrespective of:




(a)  any
      lack
      of validity or enforceability of any Secured Creditor Document or this
      Agreement;




(b)  any
      change in the time, manner or place of payment of, or in any other terms of,
      all
      or any of the Secured Obligations, or any amendment or waiver or other
      modification, including any increase in the amount thereof, whether by course
      of
      conduct or otherwise, of the terms of any Secured Creditor Document or this
      Agreement;




(c)  any
      exchange of any security interest in any Collateral or any other collateral,
      or
      any amendment, waiver or other modification, whether in writing or by course
      of
      conduct or otherwise, of all or any of the Secured Obligations or any guarantee
      thereof;




(d)  the
      existence of any Insolvency Event in respect of any Grantor or any Secured
      Party; or




(e)  any
      other
      circumstances which otherwise might constitute a defense (other than payment)
      available to, or a discharge of, any Grantor in respect of the Secured
      Obligations or any Secured Party in respect of this Agreement.




**Section
      11.**  **Miscellaneous** **.**




*11.1*  *Conflicts* *.* In the
      event of any conflict between the provisions of this Agreement and the
      provisions of any other Collateral Document or any Secured Creditor Document,
      the provisions of this Agreement shall govern.




*11.2*  *Continuing
      Nature of this Agreement* *.*  (a) This
      Agreement shall continue to be effective until the indefeasible payment in
      full
      of the Secured Obligations, subject to clause (b) below. The terms of this
      Agreement shall survive, and shall continue in full force and effect during
      any
      Insolvency Event or proceeding relating thereto.








56




(b)  If
      any
      Secured Party is required in any proceeding relating to any Insolvency Event
      or
      otherwise to turn over or otherwise pay to the estate of any Grantor any amount
      previously received from any of them (whether by or on behalf of any Grantor,
      as
      proceeds of security, enforcement of any right of set off or otherwise) (a
      “ Recovery ”),
      then
      to the extent permitted under applicable law, the Secured Obligations of such
      Secured Party shall be reinstated up to the amount of such Recovery. If this
      Agreement shall have been terminated prior to such Recovery, upon written notice
      thereof from such Secured Party to such Grantor and the Collateral and
      Intercreditor Agent, this Agreement and each of the Collateral Documents shall
      be reinstated in full force and effect, to the extent permissible under
      applicable law and such prior termination shall not diminish, release,
      discharge, impair or otherwise affect the Obligations of the parties hereto
      from
      such date of reinstatement.




*11.3*  *Amendments;
      Waivers* *.*  With
      the
      written consent of the Required Creditors acting pursuant to clause (1)(e)
      of the definition thereof, the Collateral and Intercreditor Agent and the
      Grantors may from time to time amend, supplement or waive any provision hereof
      or of any other Collateral Document; *provided* that any
      Grantor, the Collateral and Intercreditor Agent and the Voting Creditor
      Representatives may amend or supplement this Agreement or any other Collateral
      Document without the consent of the Required Creditors or any other Secured
      Party in order (a) to cure any ambiguity, omission, defect or inconsistency
      herein, (b) to add to the covenants of the Grantors or provide additional
      Collateral for the benefit of the Secured Parties or (c) to make any other
      change that does not, in the opinion of each of the Voting Creditor
      Representatives (which determination shall be conclusive), adversely affect
      the
      rights of any Voting Creditor in any material respect. No Grantor shall have
      any
      right to consent to or approve any amendment, modification or waiver of any
      provision of this Agreement or any other Collateral Document except to the
      extent its rights are directly affected. Each Grantor hereby agrees to execute
      and deliver any supplement or amendment to this Agreement or any other
      Collateral Document or any other document or instrument necessary to effect
      any
      such amendment, supplement or waiver, or to evidence the appointment of a
      successor Collateral and Intercreditor Agent pursuant to Section 2.3.
      The
      Collateral and Intercreditor Agent shall be entitled to receive from the
      Grantors, at their sole expense, in connection with any amendment or
      modification pursuant to this Section 11.3 an Opinion of Counsel, addressed
      to
      it, regarding compliance with the provisions of this Section 11.3. The
      Collateral and Intercreditor Agent may, but shall not be obligated to, enter
      into any such supplement, modification or amendment which affects the Collateral
      and Intercreditor Agent’s own rights, duties or immunities under this Agreement,
      any other Collateral Document or otherwise.




*11.4*  *Information
      Concerning Financial Condition of the Company and the
      Subsidiaries* *.* Each
      Secured Party shall be responsible for keeping itself informed of (a) the
      financial condition of the Company and its Subsidiaries and all endorsers and/or
      guarantors of any Secured Obligations and (b) all other circumstances bearing
      upon the risk of nonpayment of any Secured Obligations. Except to the extent
      explicitly provided for herein, the Collateral and Intercreditor Agent and
      each
      Secured Party shall have no duty to advise any other Secured Party of
      information known to it or them regarding such condition or any such
      circumstances or otherwise. In the event the Collateral and Intercreditor Agent
      or any Secured Party, in its or their sole discretion, undertakes at any time
      or
      from time to time to provide any such information to any other Secured Party,
      it
      or they shall be under no obligation (w) to make, and the Collateral and
      Intercreditor Agent and any such Secured Party shall not make, any express
      or
      implied representation or warranty, including with respect to the accuracy,
      completeness, truthfulness or validity of any such information so provided,
      (x)
      to provide any additional information or to provide any such information on
      any
      subsequent occasion, (y) to undertake any investigation or (z) to disclose
      any
      information which, pursuant to accepted or reasonable commercial finance
      practices, such party wishes to maintain confidential or is otherwise required
      to maintain confidential.




*11.5*  *No
      Fiduciary Relationship* . Each
      of
      the Grantors acknowledges that (i) none of the Collateral and Intercreditor
      Agent, any Creditor Representative or any Secured Party has any fiduciary




57


relationship
      with or fiduciary duty to any Grantor or any Affiliate of any Grantor arising
      out of or in connection with this Agreement or any other Collateral Document,
      and (ii) the relationship between (x) the Collateral and Intercreditor Agent,
      the Creditor Representatives and the Secured Parties, on the one hand, and
      (y)
      the Grantors and their respective Affiliates, on the other, in connection
      herewith or therewith is solely that of creditor and debtor. In addition, none
      of the parties to this Agreement have any fiduciary relationship with or
      fiduciary duty to any other party to this Agreement arising out of or in
      connection with this Agreement or any other Collateral Document. Neither this
      Agreement nor any of the Collateral Documents or Secured Creditor Documents
      creates a joint venture among the parties.




*11.6*  *Notices* *.* All
      notices to the Secured Parties permitted or required under this Agreement may
      be
      sent to their Creditor Representatives. Unless otherwise specifically provided
      herein, any notice or other communication herein required or permitted to be
      given shall be in writing and may be personally served, telecopied,
      electronically mailed or sent by courier service or U.S. mail and shall be
      deemed to have been given when delivered in person or when received by courier
      service or U.S. mail registered or certified, or upon actual receipt of a
      telecopy or electronic mail, immediately followed by a copy delivered by
      international courier overnight delivery service. For the purposes hereof,
      the
      addresses of the parties hereto shall be as set forth below each party’s name on
      the signature pages hereto, or, as to each party, at such other address as
      may
      be designated by such party in a written notice to all of the other
      parties.




***11.7***  *Further
      Assurances* *.* Each
      Secured Party agrees that it shall take such further action and shall execute
      and deliver to the Collateral and Intercreditor Agent such additional documents
      and instruments (in recordable form, if requested) as the Collateral and
      Intercreditor Agent may reasonably request to effectuate the terms of this
      Agreement and the Liens contemplated hereby.




***11.8***  *Governing
      Law* .
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York ; *provided* that,
      solely for purposes of any judicial resolution by a Mexican court of any
      conflict between the provisions of this Agreement and the provisions of any
      Collateral Document or Secured Creditor Document governed by Mexican law, this
      Agreement shall be deemed to be governed by Mexican law to the extent necessary
      to ensure that the purposes of Section 11.1 hereof are fulfilled .




*11.9*  *Jurisdiction,
      Service of Process and Venue* . (a)  Each ** of
      the
      parties hereto agrees that any suit, action or proceeding with respect to this
      Agreement or any judgment entered by any court in respect thereof may be brought
      in the United States District Court for the Southern District of New York or
      the
      Supreme Court of the State of New York, County of New York, and in the courts
      of
      its own corporate domicile, in respect of actions brought against it as a
      defendant, and irrevocably submits to the jurisdiction of each such court for
      the purpose of any such suit, action, proceeding or judgment; provided that
      the
      foregoing submission to jurisdiction by any Multilateral Financial Institution
      does not constitute a waiver of any of its immunities under its Articles of
      Agreement or of any other immunity to which it may be entitled under applicable
      law.




(b)  Each
      of
      the parties hereto (other than Vitro Packaging, the Collateral and Intercreditor
      Agent, the Indenture Trustee and any Multilateral Financial Institution) hereby
      irrevocably appoints CT Corporation System, in New York, New York (the
“ Process
      Agent ”),
      with
      an office on the date hereof at 111 8th Avenue, 13th Floor, New York, NY 10011,
      as its agent and true and lawful attorney-in-fact in its name, place and stead
      to accept on behalf of itself and its assets and properties service of copies
      of
      the summons and complaint and any other process which may be served in any
      such
      suit, action or proceeding brought in the State of New York. Such appointment
      shall be irrevocable as long as any Secured Obligations owed to or by such
      Person are outstanding, except that if for any reason the Process Agent
      appointed hereby ceases to act as such, such Person will, by an instrument
      reasonably satisfactory to the Collateral and Intercreditor Agent, appoint
      another Person in the Borough of




58


Manhattan,
      New York as such Process Agent, subject to the approval of the Collateral and
      Intercreditor Agent, the Indenture Trustee, the Senior Credit Agents (not to
      be
      unreasonably withheld). Each party hereto hereby further irrevocably consents
      to
      the service of process in any suit, action or proceeding in said courts by
      the
      mailing thereof by registered or certified mail, postage prepaid, at its address
      set forth beneath its signature hereto. Each of the parties hereto (other than
      the Collateral and Intercreditor Agent, the Indenture Trustee and any
      Multilateral Financial Institution) covenants and agrees that it shall take
      any
      and all reasonable action, including the execution and filing of any and all
      documents, that may be necessary to continue the designation of a Process Agent
      pursuant to this Section 11.9(b) in full force and effect and to cause the
      Process Agent to act as such.




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




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




*11.10*  *Waiver
      of Jury Trial* . EACH
      OF
      THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
      BY
      APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
      ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER SECURITY DOCUMENTS
      OR
      THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.




*11.11*  *Waiver
      of Immunity* . To
      the
      extent that any Grantor may be or become entitled to claim for itself or its
      assets and properties any immunity on the ground of sovereignty or the like
      from
      suit, court jurisdiction, attachment prior to judgment, attachment in aid of
      execution of a judgment or execution of a judgment, and to the extent that
      in
      any such jurisdiction there may be attributed such an immunity (whether or
      not
      claimed), such Grantor hereby irrevocably agrees not to claim and hereby
      irrevocably waives such immunity with respect to its obligations under this
      Agreement and the other Collateral Documents.




*11.12*  *Use
      of English Language* .
      This
      Agreement has been negotiated and executed in the English language. All
      certificates, reports, notices and other documents and communications given
      or
      delivered pursuant to this Agreement (including, without limitation, any
      modifications or supplements hereto) shall be in the English language, or
      accompanied by a certified English translation thereof. In the case of any
      document originally issued in a language other than English (other than a
      Collateral Document that is originally executed in Spanish), the English
      language version of any such document shall for purposes of this Agreement,
      and
      absent manifest error, control the meaning of the matters set forth
      therein.




*11.13*  *Severability* . Any
      provision of this Agreement which is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective and severable from
      the rest of this Agreement to the extent of such prohibition or unenforceability
      without invalidating the remaining provisions hereof, and any such prohibition
      or unenforceability in any jurisdiction shall not invalidate or render
      unenforceable such provision in any other jurisdiction .







59




*11.14*  *Binding
      on Successors and Assigns; No Third-Party Beneficiaries* *.* This
      Agreement shall be binding upon the Secured Parties, the Collateral and
      Intercreditor Agent, the Grantors and their respective permitted successors
      and
      assigns. This Agreement and the rights and benefits hereof shall inure to the
      benefit of the Secured Parties, the Collateral and Intercreditor Agent, the
      Grantors and their respective successors and assigns, and nothing herein is
      intended or shall be construed to give any other Person any right, remedy or
      claim under, to or in respect of this Agreement or the Collateral. No other
      Person shall have or be entitled to assert rights or benefits hereunder.
      Notwithstanding the foregoing, the provisions of Sections 5.1 and 5.3 shall
      inure to the benefit solely of the Secured Parties and the Collateral and
      Intercreditor Agent and shall in no event be construed to give any Grantor
      or
      other Person any right, remedy or claim under or in respect of the provisions
      thereof or any other term of this Agreement, and no Grantor or other Person
      shall be entitled to assert any right or benefit thereunder.




*11.15*  *Section
      Titles* *.* The
      section titles contained in this Agreement are and shall be without substantive
      meaning or content of any kind whatsoever and are not a part of this Agreement.




*11.16*  *Counterparts* *.* This
      Agreement may be executed in one or more counterparts, each of which shall
      be an
      original and all of which shall together constitute one and the same
      document.




*11.17*  *Representations
      and Warranties of Secured Parties and Collateral and Intercreditor
      Agent* *.* Each of
      the Secured Parties and the Collateral and Intercreditor Agent hereby represents
      to each of the other parties as of the date hereof, or as of the date the
      Secured Party making such representations and warranties becomes a party hereto
      pursuant to an Accession Agreement, as applicable, that:




(a)  it is
      a corporation or other entity duly organized and validly existing under the
      laws
      of the jurisdiction of its organization;




(b)  it
      has
      full power, authority and legal right to execute, deliver and perform its
      obligations under this Agreement, the other Collateral Documents to which it
      is
      a party, and each other agreement or instrument entered into by it in connection
      therewith;




(c)  each
      of
      this Agreement, the other Collateral Documents to which it is a party, and
      each
      other agreement or instrument entered into by it in connection therewith has
      been duly executed and delivered and is its legal, valid and binding obligation,
      enforceable against it in accordance with its terms except (i) as may be limited
      by bankruptcy, insolvency or similar laws affecting creditors’ rights generally
      and (ii) as rights of acceleration, indemnification, contribution and the
      availability of equitable remedies may be limited by equitable principles of
      general applicability.




*11.18*  *Effectiveness* *.* This
      Agreement shall become effective when executed and delivered by the parties
      hereto. This Agreement shall be effective both before and after the occurrence
      of any Insolvency Event or commencement of any proceeding in respect thereof.
      All references to the Company or any other Grantor shall include the Company
      or
      Grantor as debtor and debtor-in-possession and any receiver or trustee for
      the
      Company or any other Grantor (as the case may be) in connection with any
      Insolvency Event or proceeding relating thereto. **




*11.19*  *Certificate
      and Opinion as to Conditions Precedent.* Upon any
      request or application by the Company or any Grantor to the Collateral and
      Intercreditor Agent to take or refrain from taking any action under this
      Agreement or any other Collateral Document, the Company shall furnish to the
      Collateral and Intercreditor Agent:




(a)  an
      Officers’ Certificate in form and substance reasonably satisfactory to the
      Collateral and Intercreditor Agent (as determined by the Collateral and
      Intercreditor Agent in its own




60


discretion
      or in consultation with any one or more Voting Creditor Representatives) stating
      that, in the opinion of the signers, all conditions precedent, if any, provided
      for in this Agreement, any Collateral Document relating to the proposed action,
      and any Secured Creditor Document have been complied with; and




(b)  an
      Opinion or Opinions of Counsel in form and substance reasonably satisfactory
      to
      the Collateral and Intercreditor Agent (as determined by the Collateral and
      Intercreditor Agent in its own discretion or in consultation with any one or
      more Voting Creditor Representatives) and subject to customary assumptions
      and
      qualifications, stating that, in the opinion of such counsel, all such
      conditions precedent have been complied with.




*11.20*  *Statements
      Required in Certificate or Opinion.* Each
      certificate or opinion, including each Officers’ Certificate or Opinion of
      Counsel, with respect to compliance with a covenant or condition provided for
      in
      this Agreement or any Collateral Document shall include:




(a)  a
      statement that the individual making such certificate or opinion has read such
      covenant or condition;




(b)  a
      brief
      statement as to the nature and scope of the examination or investigation upon
      which the statements or opinions contained in such certificate or opinion are
      based;




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




(d)  a
      statement as to whether or not, in the opinion of such individual, such covenant
      or condition has been complied with.




In
      giving
      an Opinion of Counsel, counsel may rely as to factual matters on an Officers’
      Certificate or on certificates of public officials or other appropriate
      documentation.




*11.21*  *Entire
      Agreement.* This
      Agreement, the other Collateral Documents and the respective Secured Creditor
      Documents contain the entire agreement and understanding among the parties
      hereto with respect to the subject matter hereof and thereof and supercede
      all
      prior agreements and understandings relating thereto.




[Signatures
      on following page]




61


IN WITNESS WHEREOF,
      the parties hereto have executed this Agreement as of the date first written
      above.







VITRO
                ENVASES NORTEAMÉRICA, S.A. DE C.V.
              Avenida
                Ricardo Margain No. 400
              Colonia
                Valle del Campestre
              Garza
                García, Nuevo León
              66265,
                México.
              Attention:
                Francisco Romero Ramos.
              General
                CounselBy:Name:Title:By:Name:Title:





INDUSTRIA
                DEL ÁLCALI, S.A. DE C.V.
              Avenida
                Ricardo Margain No. 400
              Colonia
                Valle del Campestre
              Garza
                García, Nuevo León
              66265,
                México.
              Attention:
                Francisco Romero Ramos.
              General
                CounselBy:Name:Title:By:Name:Title:





COMPAÑÍA
                VIDRIERA, S.A. DE C.V.
              Avenida
                Ricardo Margain No. 400
              Colonia
                Valle del Campestre
              Garza
                García, Nuevo León
              66265,
                México.
              Attention:
                Francisco Romero Ramos.
              General
                CounselBy:Name:Title:








62





By:Name:Title:





FABRICACIÓN
                DE MÁQUINAS, S.A. DE C.V.
              Avenida
                Ricardo Margain No. 400
              Colonia
                Valle del Campestre
              Garza
                García, Nuevo León
              66265,
                México.
              Attention:
                Francisco Romero Ramos.
              General
                CounselBy:Name:Title:By:Name:Title:





PROCESADORA
                DE MATERIAS PRIMAS INDUSTRIALIZABLES, S.A. DE C.V.
              Avenida
                Ricardo Margain No. 400
              Colonia
                Valle del Campestre
              Garza
                García, Nuevo León
              66265,
                México.
              Attention:
                Francisco Romero Ramos.
              General
                CounselBy:Name:Title:By:Name:Title:





VIDRIERA
                MONTERREY, S.A. DE C.V.
              Avenida
                Ricardo Margain No. 400
              Colonia
                Valle del Campestre
              Garza
                García, Nuevo León
              66265,
                México.
              Attention:
                Francisco Romero Ramos.
              General
                CounselBy:Name:Title:








63







By:Name:Title:





VIDRIERA
                GUADALAJARA, S.A. DE C.V.
              Avenida
                Ricardo Margain No. 400
              Colonia
                Valle del Campestre
              Garza
                García, Nuevo León
              66265,
                México.
              Attention:
                Francisco Romero Ramos
              General
                CounselBy:Name:Title:By:Name:Title:





VIDRIERA
                QUERÉTARO, S.A. DE C.V.
              Avenida
                Ricardo Margain No. 400
              Colonia
                Valle del Campestre
              Garza
                García, Nuevo León
              66265,
                México.
              Attention:
                Francisco Romero Ramos.
              General
                CounselBy:Name:Title:By:Name:Title:





VIDRIERA
                TOLUCA, S.A. DE C.V.
              Avenida
                Ricardo Margain No. 400
              Colonia
                Valle del Campestre
              Garza
                García, Nuevo León
              66265,
                México.
              Attention:
                Francisco Romero Ramos.
              General
                CounselBy:Name:Title:By:Name:Title:






64









VIDRIERA
                LOS REYES, S.A. DE C.V.
              Avenida
                Ricardo Margain No. 400
              Colonia
                Valle del Campestre
              Garza
                García, Nuevo León
              66265,
                México.
              Attention:
                Francisco Romero Ramos.
              General
                CounselBy:Name:Title:By:Name:Title:





VITRO
                PACKAGING, INC.
              Avenida
                Ricardo Margain No. 400
              Colonia
                Valle del Campestre
              Garza
                García, Nuevo León
              66265,
                México.
              Attention:
                Francisco Romero Ramos.
              General
                CounselBy:Name:Title:





CENTRO
                DE TECNOLOGÍA VIDRIERA, LTD.
              Avenida
                Ricardo Margain No. 400
              Colonia
                Valle del Campestre
              Garza
                García, Nuevo León
              66265,
                México.
              Attention:
                Francisco Romero Ramos.
              General
                CounselBy:Name:Title:By:Name:Title:









65





HSBC
                BANK USA, NATIONAL ASSOCIATION,
              as
                Collateral and Intercreditor AgentBy:Name:Title:425
                Fifth Avenue
              New
                York, New York 10018
              Attn:
                Corporate Trust








THE
                BANK OF NEW YORK,
              as
                Trustee on behalf of the Holders of the NotesBy:Name:Title:101
                Barclay Street, Floor 21W
              New
                York, NY 10286
              Attention
                Corporate Trust Administration

















66


SCHEDULE
      I




GRANTORS







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




Industria
      del Álcali, S.A. de C.V.*




Compañía
      Vidriera, S.A. de C.V.*




Fabricación
      de Máquinas, S.A. de C.V.  *




Procesadora
      de Materias Primas Industrializables, S.A. de C.V.*




Vidriera
      Monterrey, S.A. de C.V.*




Vidriera
      Guadalajara, S.A. de C.V.*




Vidriera
      Querétaro, S.A. de C.V.*




Vidriera
      Toluca, S.A. de C.V.*




Vidriera
      los Reyes, S.A. de C.V.*




Vitro
      Packaging, Inc.




Centro
      de
      Tecnología Vidriera, Ltd.


















































__________________________


* Real
      Property Grantor.








SCHEDULE
      II




INITIAL
      COLLATERAL DOCUMENTS




(1)  Security
      Agreement, dated as of July 23, 2004, between Vitro Packaging, Inc. and the
      Master Collateral and Intercreditor Agent on behalf of the Secured
      Parties.




(2)  Deposit
      Account Control Agreement, dated as of July 23, 2004, between Vitro Packaging,
      Inc., the Master Collateral and Intercreditor Agent on behalf of the Secured
      Parties and JPMorgan Chase Bank.




(3)  Non-Possessory
      Pledge Agreement, dated as of July 23, 2004, between Industria del Álcali, S.A.
      de C.V. and the Master Collateral and Intercreditor Agent on behalf of the
      Secured Parties.




(4)  Non-Possessory
      Pledge Agreement, dated as of July 23, 2004, between Compañia Vidriera, S.A. de
      C.V. and the Master Collateral and Intercreditor Agent on behalf of the Secured
      Parties.




(5)  Non-Possessory
      Pledge Agreement, dated as of July 23, 2004, between Fabricación de Máquinas,
      S.A. de C.V.  and
      the
      Master Collateral and Intercreditor Agent on behalf of the Secured
      Parties.




(6)  Non-Possessory
      Pledge Agreement, dated as of July 23, 2004, between Procesadora de Materias
      Primas Industrializables, S.A. de C.V.  and
      the
      Master Collateral and Intercreditor Agent on behalf of the Secured
      Parties.




(7)  Non-Possessory
      Pledge Agreement, dated as of July 23, 2004, between Vidriera Monterrey, S.A.
      de
      C.V.  and
      the
      Master Collateral and Intercreditor Agent on behalf of the Secured
      Parties.




(8)  Non-Possessory
      Pledge Agreement, dated as of July 23, 2004, between Vidriera Guadalajara,
      S.A.
      de C.V.  and
      the
      Master Collateral and Intercreditor Agent on behalf of the Secured
      Parties.




(9)  Non-Possessory
      Pledge Agreement, dated as of July 23, 2004, between Vidriera Querétaro, S.A. de
      C.V.  and
      the
      Master Collateral and Intercreditor Agent on behalf of the Secured
      Parties.




(10)  Non-Possessory
      Pledge Agreement, dated as of July 23, 2004, between Vidriera Toluca, S.A.
      de
      C.V.  and
      the
      Master Collateral and Intercreditor Agent on behalf of the Secured
      Parties.




(11)  Non-Possessory
      Pledge Agreement, dated as of July 23, 2004, between Vidriera los Reyes, S.A.
      de
      C.V.  and
      the
      Master Collateral and Intercreditor Agent on behalf of the Secured
      Parties.




(12)  Account
      Control Agreement, dated as of July 23, 2004, between Fabricación de Maquinas,
      S.A. de C.V. and the Master Collateral and Intercreditor Agent on behalf of
      the
      Secured Parties and JPMorgan Chase Bank.















(13)  Mercantile
      Agency Agreement, dated as of July 23, 2004, between Industria del Álcali, S.A.
      de C.V. and the Master Collateral and Intercreditor Agent on behalf of the
      Secured Parties.




(14)  Mercantile
      Agency Agreement, dated as of July 23, 2004, between Compañia Vidriera, S.A. de
      C.V. and the Master Collateral and Intercreditor Agent on behalf of the Secured
      Parties.




(15)  Mercantile
      Agency Agreement, dated as of July 23, 2004, between Fabricación de Máquinas,
      S.A. de C.V.  and
      the
      Master Collateral and Intercreditor Agent on behalf of the Secured
      Parties.




(16)  Mercantile
      Agency Agreement, dated as of July 23, 2004, between Procesadora de Materias
      Primas Industrializables, S.A. de C.V.  and
      the
      Master Collateral and Intercreditor Agent on behalf of the Secured
      Parties.




(17)  Mercantile
      Agency Agreement, dated as of July 23, 2004, between Vidriera Monterrey, S.A.
      de
      C.V.  and
      the
      Master Collateral and Intercreditor Agent on behalf of the Secured
      Parties.




(18)  Mercantile
      Agency Agreement, dated as of July 23, 2004, between Vidriera Guadalajara,
      S.A.
      de C.V.  and
      the
      Master Collateral and Intercreditor Agent on behalf of the Secured
      Parties.




(19)  Mercantile
      Agency Agreement, dated as of July 23, 2004, between Vidriera Querétaro, S.A. de
      C.V.  and
      the
      Master Collateral and Intercreditor Agent on behalf of the Secured
      Parties.




(20)  Mercantile
      Agency Agreement, dated as of July 23, 2004, between Vidriera Toluca, S.A.
      de
      C.V.  and
      the
      Master Collateral and Intercreditor Agent on behalf of the Secured
      Parties.




(21)  Mercantile
      Agency Agreement, dated as of July 23, 2004, between Vidriera los Reyes, S.A.
      de
      C.V.  and
      the
      Master Collateral and Intercreditor Agent on behalf of the Secured
      Parties.













2


SCHEDULE
      III




CASH
      EQUIVALENTS




(1)
            marketable
                direct obligations issued by, or unconditionally guaranteed by, the
                United
                States government or issued by any agency thereof and backed by the
                full
                faith and credit of the United States, in each case maturing within
                one
                year from the date of acquisition
                thereof;




(2)
            marketable
                direct obligations issued by any state of the United States of America
                or
                any political subdivision of any such state or any public instrumentality
                thereof maturing within one year from the date of acquisition thereof
                and,
                at the time of acquisition, having one of the two highest ratings
                obtainable from either Standard & Poor’s Corporation (“S&P”) or
                Moody’s Investors Service, Inc. (“Moody’s”) or any successor
                thereto;




(3)
            commercial
                paper issued by a corporation (other than an Affiliate of the Company)
                maturing no more than one year from the date of creation thereof
                and, at
                the time of acquisition, having a rating of at least A-1 from S&P or
                at least P-1 from Moody’s;




(4)
            demand
                deposits, certificates of deposit, time deposits or bankers’ acceptances
                maturing within one year from the date of acquisition thereof issued
                by
                any bank organized under the laws of the United States of America
                or any
                state thereof or the District of Columbia or any U.S. branch of a
                non-U.S.
                bank having at the date of acquisition thereof combined capital and
                surplus of not less than $500 million (or the
                equivalent);




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




(6)
            investments
                in money market funds which invest substantially all of their assets
                in
                securities of the types described in clauses 1 through 5
                above.










SCHEDULE
      IV




COLLATERAL
      PERMITTED LIENS




(1)
            statutory
                Liens of landlords and Liens of carriers, warehousemen, mechanics,
                suppliers, materialmen, repairmen and other Liens imposed by law
                incurred
                in the ordinary course of business for sums not yet delinquent or
                being
                contested in good faith, if such reserve or other appropriate provision,
                if any, as shall be required by GAAP has been made in respect
                thereof;




(2)
            Liens
                for taxes, assessments or governmental charges or levies on the property
                of any Grantor; provided such Grantor is in compliance with the provisions
                of Section 9.6;




(3)
            Liens
                Incurred or deposits made in the ordinary course of business in connection
                with workers’ compensation, unemployment insurance and other types of
                social security, including any Lien securing letters of credit issued
                in
                the ordinary course of business consistent with past practice in
                connection therewith, or to secure the performance of tenders, statutory
                obligations, surety and appeal bonds, bids, leases, government performance
                and return-of-money bonds and other similar obligations (exclusive
                of
                obligations for the payment of borrowed
                money);




(4)
            Liens
                upon specific items of inventory or other goods and proceeds of any
                Person
                securing such Person’s obligations in respect of bankers’ acceptances
                issued or created for the account of such Person to facilitate the
                purchase, shipment or storage of such inventory or other
                goods;




(5)
            Liens
                encumbering deposits made to secure obligations arising from statutory,
                regulatory, contractual, or warranty requirements of any Grantor,
                including rights of offset and set-off;




(6)
            Liens
                existing on the Issue Date;




(7)
            zoning
                restrictions, licenses, easements, servitudes, rights of way, title
                defects, covenants running with the land and other similar charges
                or
                encumbrances or restrictions not interfering in any material respect
                with
                the ordinary operation of any Collateral or materially and adversely
                affecting the value of the Collateral;
                and




(8)
            Liens
                created pursuant to the Collateral Documents, including Liens thereon
                securing the Notes, the Guarantees made by any Guarantor and the
                Secured
                Obligations.










SCHEDULE
      8.5




QUALIFICATIONS
      TO LEGAL FORM










a)
            The
                enforceability of this Agreement and the other Collateral Documents
                may be
                subject to the limitations imposed by*concurso
                mercantil*,
                bankruptcy, suspension of payments, insolvency, fraudulent conveyance,
                dissolution, liquidation, reorganization, moratorium, tax, labor
                and
                similar laws affecting the enforcement of creditors’ rights generally or
                public order;




b)
            Provisions
                of this Agreement and the other Collateral Documents granting
                discretionary authority to any party thereto cannot be exercised
                in a
                manner inconsistent with relevant facts nor defeat any requirement
                from a
                competent authority to produce satisfactory evidence as to the basis
                of
                any determination. In addition, under Mexican law, the parties thereto
                will have the right to contest in court any determination, notice
                or
                certificate purporting to be conclusive and
                binding;




c)
            In
                the event that proceedings are brought in Mexico seeking performance
                of
                any payment obligations of any party to this Agreement or to any
                of the
                other Collateral Documents, such party may discharge its obligations
                by
                paying any sums due in a currency other than Mexican currency, in
                Mexican
                pesos at the rate of exchange prevailing on the date when payment
                is made,
                as published by the*Banco
                de México*in
                the*Diario
                Oficial de la Federación*;
                provisions purporting to limit the ability of the Company or any
                of the
                other Grantors to discharge their obligations as described above,
                or
                purporting to give any Secured Party, the Collateral and Intercreditor
                Agent or any other party an additional course of action seeking indemnity
                or compensation for possible deficiencies arising or resulting from
                variations in rate of exchange, may not be enforceable in
                Mexico;




d)
            Covenants
                in this Agreement and the other Collateral Documents which purport
                to bind
                any of the parties thereto on matters reserved by Mexican law to
                shareholders, which require certain action of the shareholders or
                which
                purport to bind shareholders or directors of the Company or any of
                the
                other Mexican Grantors to vote or refrain from voting their shares,
                or
                take or abstain from taking certain actions, are not enforceable
                in
                Mexico;




e)
            Service
                of process by mail or other means does not constitute personal service
                under Mexican law and, since such service is considered to be a basic
                procedural requirement under such law, if for purposes of proceedings
                outside Mexico service of process is made by mail, a final judgment
                based
                on such service of process would not be enforced by the courts of
                Mexico;




f)
            Pursuant
                to the laws of Mexico, labor claims, claims of tax authorities for
                unpaid
                taxes, social security quotas, workers’ housing fund quotas and retirement
                fund quotas are preferred by statute and will have priority over
                claims of
                other creditors;




g)
            Claims
                may become barred under statutes of limitation (*prescripción*)
                or may become subject to defenses or set-off or counterclaim; waivers
                to
                applicable Mexican statutes of limitations are unenforceable under
                Mexican
                law;




h)
            In
                accordance with Mexican bankruptcy law (*Ley
                de Concursos Mercantiles*),
                any provision in an agreement which makes the obligations of the
                bankrupt
                party more onerous due to the fact of a filing for insolvency or
                bankruptcy may be considered void;







i)
            Any
                provision in this Agreement or the other Collateral Documents to
                the
                effect that invalidity and illegality of any part thereof will not
                invalidate the remaining obligations of this Agreement or the other
                Collateral Documents may be unenforceable in Mexico to the extent
                that
                such provision constitutes an essential element of this Agreement
                or the
                other Collateral Documents, as the case may
                be;




j)
            In
                any proceeding brought before the courts of Mexico for the enforcement
                of
                this Agreement or the other Collateral Documents, a Mexican court
                would
                apply Mexican procedural law in such
                proceedings;




k)
            Mexican
                law does not permit the collection of interest on interest, and,
                consequently, any relevant provision of this Agreement or of the
                other
                Collateral Documents relating to the payment of interest on interest
                may
                be unenforceable in Mexico.




l)
            Choice
                of forum provisions which provide some, but not all, of the parties
                to an
                agreement the ability to select the forum, are not valid under Mexican
                procedural law;




m)
            A
                Mexican court could determine that waivers of the Mexican Guarantors
                to
                possible discharges based on the invalidity, illegality, unenforceability,
                amendment, termination, discharge or similar situations affecting
                the
                Secured Obligations are contrary to public policy (*orden
                público*).
                As a general principle under Mexican law, the guarantees would be
                deemed
                limited or discharged to the same extent as the
                Obligations;




n)
            Generally,
                Mexican law does not allow a secured party to seize or sell collateral
                unless appropriate judicial procedures have been followed. Absent
                a court
                decision, a secured creditor would require the debtor’s consent to assume
                ownership of the pledged assets. Under Mexican law, powers of attorney
                granted by the Company, or any of the other Grantors should be formalized
                before a Mexican Notary Public, or in certain cases, a public broker
                (*corredor
                público*),
                and general powers of attorney should be recorded in the Public Registry
                of Commerce of the domicile of the corresponding
                Grantor;




o)
            Although
                the assets of the Company and the other Mexican Grantors are generally
                not
                subject to immunity from attachment, assets of such entities that
                are
                essential for the conduct of their operations may not be attached
                separately, although they may be attached jointly with the business
                concern (this limitation does not apply to foreclosures under the
                Non-Possessory Pledge Agreements);




p)
            Absent
                an approval of the pledge of stock by the shareholders of Vitro,
                a
                shareholder of Vitro could attempt to contest the sale of the Pledged
                Stock in a foreclosure, based on an alleged violation to the bylaws
                of
                Vitro;




q)
            Provisions
                in the Mexican Collateral Documents regarding reinstatement of a
                security
                interest upon devolution to the bankruptcy estate of amounts previously
                received by a Secured Party, are subject to rules regarding fraudulent
                conveyance and recognition of credits under Mexican bankruptcy
                law.










2


SCHEDULE
      8.8




**SCHEDULE
      8.8**





**RESTRICTED
      MACHINERY AND EQUIPMENT**





**PROTECTED
      BY PATENTS OWNED BY OWENS BROCKWAY**








**GRANTOR**
            **MEX
                APPN/PATENT No**
            **EFFECTIVE
                /FILING DATE**
            **TYPE
                OF EQUIPMENT / MECHANISM**
            **No
                OF INSTALLED EQUIPMENT****COVISA**
            **P
                171,477**
            **31/OCT/2006**
            **Equipment
                for matching glass containers with the manufacturing mold**
            **18****COVISA**
            **P
                190,885**
            **14/SEP/2014**
            **Equipment
                for detecting vertical checks and bright lines in the body of the
                glass
                containers (INSPECTION)**
            **30****COVISA**
            **P
                161,438**
            **26/SEP/2004**
            **Bushing
                carrier**
            **14****COVISA**
            **P
                161,369**
            **9/SEP/2004**
            **Parallel
                shearing mechanism****COVISA**
            **P
                191,511**
            **11/OCT/2015**
            **(servo)**
            **3****COVISA**
            **P
                202,148**
            **22/FEB/2014**
            **Piston
                Mechanism****COVISA**
            **P
                202,959**
            **6/FEB/2017**
            **(Servo-plunger
                carrier))**
            **3**





**COVISA
      = COMPAÑÍA VIDRIERA, S.A. DE C.V.**





**In
      the event of a foreclosure or sale, it is possible that none of the machinery
      and equipment could be sold in the United States or in countries other than
      Mexico.**















SCHEDULE
      8.9




PROPERTY
      AND ISSUE DATE BOOK VALUE




**Real
                Property Grantor**
            
            **Issue
                Date Book Value (Mexican pesos)**COVlSA
            $
            225,986,864.36VIMOSA
            $
            599,884,868.26VIRREYES
            $
            250,819,857.85VIGUSA
            $
            230,355,398.27VIQUESA
            $
            420,897,189.91VITOLSA
            $
            304,005,402.39ALCALI
            $
            576,869,727.02PROMAPI
            $
            44,097,004.82FAMA
            $
            210,258,986.18







1


**Plots
      of Real Property of Compañía Vidriera, S.A. de C.V.**




**No.**
            **No.
                of Public Deed**
            **Surface**
            **No.
                for Internal Control**1
            13,795
            65,958.33
                m2
            1







2


**Plots
      of Real Property of Vidriera Monterrey, S.A. de C.V.**




**No.**
            **No.
                of Public Deed**
            **Surface**
            **No.
                for Internal Control**1
            7,183
            8,870.31
                m2
            32
            87
            11,570.21
                m2
            43
            1382
            110.25
                m2
            64
            3,153
            110.25
                m2
            81702172405
            3,153
            110.25
                m21702172406
            589
            148.875
                m2
            106397
            60
            294
                m2
            1116908
            1,878
            124.65
                m2
            129
            1483
            195.03
                m2
            1310
            2105
            Irregular
                (9m x 19.2m x 12.6m x 28m)
            142106179911
            4525
            123.30
                m2
            16403412
            3148
            249.30
                m2
            1713
            3351
            76.5
                m2
            1814
            270
            Irregular
                (23.8m x 14.1m x 27.7m x 7.45m x 6.8m)
            1915
            3279
            225
                m2
            2016
            317
            220.5
                m2
            21102717
            1369
            124.65
                m2
            224,53918
            17,241
            195
                m2
            2319
            3,614
            265.43
                m2
            2420
            3,149
            197.02
                m2
            2521
            150
            80.36
                m2
            2622
            3,147
            122.4
                m2
            2723
            1,490
            Irregular
                (9m x 36.67m x 4.6m x 8.2m x 43.34m)
            2824
            1,301
            194.72
                m2
            2925
            1,489
            Irregular
                (6m x 28.67m x 4.5m x 43.25m)
            3026
            1,467
            194.625
                m2
            3127
            110.25
                m228
            181
            24
                casas y 27,000 m2
            3229
            32
            19,554.05
                m2
            3730
            21,109
            43,915.73
                m2
            4431
            6,630
            4,805.25
                m2
            4532
            6.984
            1,017.94
                m2
            4633
            230
            32,845.21
                m2
            4734
            3,020
                m2







3


**Plots
      of Real Property of Vidriera Los Reyes, S.A. de C.V.**




**No.**
            **No.
                of Public Deed**
            **Surface**
            **No.
                for Internal Control**1
            18,769
            110,642.41
                m2
            22
            
            193
                m23
            
            193
                m24
            
            162
                m25
            12,398
            31.21
                m2 (19.27% of an office of 162 m2; the remaining portion is
                property
                of Vitolsa)
            36
            
            45.15
                m27
            
            48.8
                m28
            
            24.98
                m2 (40% of a parking unit of 62.47 m2; the remaining portion is property
                of Vitolsa)9
            
            193
                m210
            7,649
            193
                m2
            411
            
            162
                m212
            
            162
                m2







4


**Plots
      of Real Property of Vidriera Guadalajara, S.A. de C.V.**




**No.**
            **No.
                of Public Deed**
            **Surface**
            **No.
                for Internal Control**1
            7,490
            96,000
                m2
            12
            31,856
            48,401.6
                m2
            23
            24,724
            4,888
                m2
            34
            8,191
            3,179.59
                m2
            45
            8,192
            3,857.40
                m2
            56
              7
            12,397
            53.23
                m2
              45.15
                m2
            68
            12,399
            9.24
                m2
            7







5


**Plots** **of
      Real Property of Vidriera Querétaro, S.A. de C.V.**




**No.**
            **No.
                of Public Deed**
            **Surface**
            **No.
                for Internal Control**1
            1,987
            20
                hs 28 as 33.584 cs
            1







6


**Plots
      of Real Property of Vidriera Toluca, S.A. de C.V.**




**No.**
            **No.
                of Public Deed**
            **Surface**
            **No.
                for Internal Control**1
            7,904
            239,337.25
                m2
            12
            
            130.78
                m2 (80.73% of an
              office
                of 162 m2; the remaining portion is property of Virreyes)3
            12,407
            37.48
                m2 (60% of a parking unit of 62.47 m2; the remaining portion is property
                of Virreyes)
            24
            
            9.245
            
            9.24







7


**Plots** **of
      Real Property of Industria del Alcali, S.A. de C.V.**




**No.**
            **No.
                of Public Deed/Title**
            **Surface**
            **No.
                for Internal Control**1
            8,749
            153
                hs 2,860 m2
            12
            398
              1,357
            126
                hs
            23
            467
            2
                hs 9,456.96 m2
            34
            574
            120,861.99
                m2
            45
            1,878
            1,153,365.51
                m2
            56
            1,401
            10,000
                m2
            67
            1
                h
                6,600 m28
            5,341
            30
                hs-65 as- 72 cs
            79
            5,511
            6
                hs 5,694 m2
            810
            6,667
            7,259.72
                m2
              10,000
                m2
              10,000
                m2
              10,000
                m2
            911121314
            309
            91
                hs- 45 as- 32 cs
            1015
            1,880
            53
                hs - 85 cs
            1116
            591
            35.3050
                hs
            1217
            1,881
            266
                hs- 40 as
            1318
            776
            8,108
                m2
            1419
            427
            171
                hs- 47 as-47 cs
            1520
            895
            12
                hs 8,244 m2
            1621
            3,421
            10,050.00
                m2
              9,105.55
                m2
            192223
            459
            93
                hs 5,194.05 m2
            2024
            189
                hs 8,836.60 m225
            409
            1,789,411.4
                m2
            2126
            371
            Irregular
                (69.65m X 62.12m X 353.88m X 314.85m)
            2227
            11,038
            100,000
                m2
            2328
            2,229
            461,707.58
                m2
            2429
            15,803
            500,000
                m2
            2530
            15,804
            32
                hs 84 as 70 cs
            2631
            N.A.
            356
                hs 1036.11 m2
            2732
            N.A.
            5,597.64
                m2
            2833
            N.A.
            2,740
                m2
            2934
            N.A.
            31
                hs 2,411.38 m2
            3035
            701
            5
                hs 1,551.10 m2
              2
                hs 1,303 m2
            313637
            441
            48
                hs - 82 as- 60 cs
            3238
            426
            45
                hs 72 as 66 cs
            3339
            370
            9
                hr 3,688 m2
            34







8


**Plots
      of Real Property of Procesadora de Materias Primas Industrializables, S.A.
      de
      C.V.**




**No.**
            **No.
                of Public Deed**
            **Surface**
            **No.
                for Internal Control**1
            44,978
            5,851.75
                m2
            12
            45,425
            8,173.48
                m2
            23
            20,920
            10,642
                m2
            34
            45,677
            450
                m2
            45
            2,023
            12,532
                m2
            5







9


**Plots
      of Real Property of Fabricación de Máquinas, S.A. de C.V.**




**No.**
            **No.
                of Public Deed**
            **Surface**
            **No.
                for Internal Control**1
            45
            13,379.75
                m2
            12
            255
            9,824
                m2
            23
            453
            1,958
                m2
            34
            183
            1,744.80
                m2
            45
            60
            9,331.20
                m2
            56
            3,106
            2,692
                m2
            67
            1,891
            14,700.51
                m2
            78
            2,069
            20,115.51
                m2
            89
            2,632
            880
                m2
            9





10


**Unrelated
      Real Property of Vidriera Monterrey, S.A de C.V.**




Attached
      is a map describing the three plots of Unrelated Real Property of Vidriera
      Monterrey, S.A. de C.V.




The
      easements and right of way that will be granted will include the use of the
      internal street described in the attached map, from the place where the
      Unrelated Real Property is located to the entrance of the industrial facilities
      at Magallanes Street.




Such
      easements and rights of way will also give access to the owner of the Unrelated
      Real Properties to all services needed in order to keep operating such Unrelated
      Real Property as a museum. Such easements and rights of way will not materially
      affect the value of the Real Properties that are part of the
      Collateral.




11







**Unrelated
      Real Property of lndustria del Alcali, S.A de C.V.**




Attached
      is a map describing the three plots of Unrelated Real Property of lndustria
      del
      Alcali, S.A. de C.V.




The
      easements that will be granted will include a right of way from the Unrelated
      Real Property to the Highway Carretera a Garcia, Nuevo Leon.




Such
      easements and rights of way will also give access to the owner of the Unrelated
      Real Properties to all services needed in order to operate such Unrelated Real
      Property for its intended use. Such easements and rights of way will not
      materially affect the value of the Real Properties that are part of the
      Collateral.





12


**[MAP
      TO BE INSERTED]**








13


SCHEDULE
      8.12










HISTORICAL
      MONTHLY AVERAGE








**HISTORICAL
                MONTHLY AVERAGE**
            **USD$19,751,209.00**





**Month**
            **Average
                of third party accounts receivable of Vitro Packaging for each of
                the
                months of the 12 month period ending March 31,
                2004.**April
                2003
            USD$19,252,507.00May
                2003
            USD$18,407,271.00June
                2003
            USD$21,030,154.00July
                2003
            USD$23,055,760.00August
                2003
            USD$25,526,737.00September
                2003
            USD$18,416,067.00October
                2003
            USD$18,240,231.00November
                2003
            USD$18,814,414.00December
                2003
            USD$17,772,221.00January
                2003
            USD$18,140,709.00February
                2003
            USD$18,165,779.00March
                2003
            USD$20,192,660.00





**Total**
            USD$237,014,510.00**Monthly
                Average**
            USD$19,751,209.00




14