**THIRD AMENDMENT**

**TO**

**RECEIVABLE PURCHASE AGREEMENT**

THIS    THIRD AMENDMENT TO RECEIVABLE PURCHASE AGREEMENT (the "*Amendment"*), dated as of April 16, 2007,    is entered into among VVP Funding Corporation (the *"Seller"*), Vitro America, Inc., as initial Servicer (the *"Servicer"*), Windmill Funding Corporation    (the *"Conduit"*), the Committed Purchasers    (the *"Committed Purchasers"*) and    ABN AMRO Bank N.V., as agent for the Conduit and the Committed Purchasers    (the *"Agent"*); 

Reference is hereby    made to that certain Receivables Purchase Agreement, dates as of May 7, 2004    (as amended and supplemented, the *"Purchase    Agreement"*), among the Seller, the Servicer, the Conduit, the Committed    Purchasers and the Agent. Terms used herein and not otherwise defined herein    which are defined in the Purchase Agreement or the other Transaction Documents    (as defined in the Purchase Agreement) shall have the same meanings herein    as defined therein.

For    good and valuable consideration, the receipt and adequacy of which are hereby    acknowledged, the parties hereto hereby agree as follows:

*Section 1.* The defined term "*Aggregate    Commitment"*appearing in Exhibit I to the Purchase Agreement is hereby    amended in its entirety and as so amended shall read as follows:
> 
*"Aggregate Commitment"* - $51,000,000, as such amount may    be reduced pursuant to Section 1.1 (c).

*Section    2.*Clause (iv) of the defined term *"Eligible    Receivable"*appearing in Exhibit I to the Purchase Agreement is hereby    amended in its entirety and as so amended shall read as follows:
> 
(iv) which    (A) is an Eligible Progress Billed Receivable or (B) by its terms is due and    payable within thirty (30) days of the original billing date therefore and    has not had its payment terms extended more than once; *provided, however,*that up to 10% of Receivables (other than Progress    Billed Receivables) which by their terms are due and payable greater than    thirty (30) days but less than sixty-one (61) days after the original billing    date therefore shall be deemed *"Eligible    Receivables"*so long as they meet all other requirements of this definition;    *provided, further however,*that up to 4% of Receivables (other than    Progress Billed Receivables) which by their terms are due and payable greater    than sixty (60) days after the original billing date therefore shall be deemed    *"Eligible Receivables"*so long as they    meet all other requirements of this definition; *provided, further, however,*that no more than 12% of all Receivables    shall be "Eligible Progress Billed Receivables"; *provided, further, however,*than no more    than 1% of all Receivables shall include any "service charge" payment, 

*Section 3.*Clause (xx) of the defined term *"Eligible    Receivable"*appearing in Exhibit I to the Purchase Agreement is hereby    amended in its entirety and as so amended shall read as follows:
> 
(xx) if the    Obligor of which is a federal, state or municipal government, governmental    subdivision or agency, the aggregate Outstanding Balance of which when added    to the aggregate Outstanding Balance of all Eligible Receivables the Obligors    of which are federal, state or municipal governments, governmental subdivisions    or agencies, would not exceed 2% of the Net Pool Balance.

*Section 4.***The date *"May 4, 2007"*set forth in clause (d) of    the defined term *"Liquidity Termination  Date"*appearing in Exhibit I to the Purchase Agreement is deleted and    replaced with the date "*April 14,  2008."*

*Section 5.*The defined term *"Purchase    Limit"*appearing in Exhibit I to the Purchase Agreement is hereby amended    in its entirety and as so amended shall read as follows:
> 
*"Purchase Limit" - $50,000,000.*

*Section 6.***Schedule B to the Purchase Agreement is hereby amended in    its entirety and as so amended shall read as set forth on Schedule B attached    hereto.

*Section    7.*This Amendment shall become effective on the date the Agent    has received the following:
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(i) counterparts    hereof executed by the Seller, the Servicer, each Committed Purchaser, the    Conduit and the Agent;**

(ii) the    acknowledgment and consent in the form set forth below duly executed and delivered    by the Performance Guarantor; and 

(iii) a Certificate of the Secretary of each Seller Party and the Performance Guarantor    attaching:

(a) a copy    of the resolutions or the powers of attorneys, as applicable, of the Board    of Directors of such Seller Party or the Performance Guarantor, as the case    may be, authorizing the execution, delivery and performance of this Amendment;**

(b) a Good    Standing Certificate for such Seller Party, as the case may be, issued by    the Secretary of State of its state of organization;

(c) a certificate    of the names and signatures of the officers authorized on its behalf to execute    this Amendment and any other documents to be delivered by it hereunder.

*Section 8.***To induce the Agent and the Purchasers to enter into this    Amendment, each of the Seller and the Servicer represents and warrants to    the Agent and the Purchasers that: (a) the representations and warranties    of such Person contained in the Transaction Documents are true and correct    in all material respects as of the date hereof with the same effect as though    made on the date hereof (it being understood and agreed that any representation    or warranty which by its terms is made as of a specified date shall be required    to be true and correct in all material respects only as of such specified    date); (b) no Amortization Event or Unmatured Amortization Event exists; (c)    this Amendment has been duly authorized by all necessary corporate proceedings    and duly executed and delivered by such Person, and the Purchase Agreement,    as amended by this Amendment, and each of the other Transaction Documents    are the legal, valid and binding obligations of such Person, enforceable against    it in accordance with their respective terms, except as enforceability may    be limited by bankruptcy, insolvency or other similar laws of general application    affecting the enforcement of creditors' rights or by general principles of    equity; and (d) no consent, approval, authorization, order, registration or    qualification with any governmental authority is required for, and in the    absence of which would adversely effect, the legal and valid execution and    delivery or performance by such Person of this Amendment or the performance    by such Person of the Purchase Agreement, as amended by this Amendment, or    any other Transaction Document to which it is a party. 

*Section    9.*This Amendment may be executed in any number of counterparts    and by the different parties on separate counterparts and each such counterpart    shall be deemed to be an original, but all such counterparts shall together    constitute but one and the same Amendment Delivery of an executed counterpart    of a signature page to this Amendment by fax or other electronic transmission    shall be effective as delivery of a manually executed counterpart of a signature    page to this Amendment.

*Section    10.*Except as specifically provided above, the Purchase Agreement    and the other Transaction Documents shall remain in full force and effect    and are hereby ratified and confirmed in all respects. The execution, delivery,    and effectiveness of this Amendment shall not operate as a waiver of any right,    power, or remedy of the Agent or any Purchaser under the Purchase Agreement    or any of the other Transaction Documents, nor constitute a waiver or modification    of any provision of any of the other Transaction Documents. All defined terms    used herein and not defined herein shall have the same meaning herein as in    the Purchase Agreement. The Seller agrees to pay on demand all costs and expenses    (including reasonable fees and expenses of counsel) of or incurred by the    Agent and each Purchaser in connection with the negotiation, preparation,    execution and delivery of this Amendment.

*Section 11.***The Seller agrees to pay on demand all reasonable out-of-pocket    costs and expenses of and incurred by the Agent in connection with the negotiation,    preparation, execution and delivery of this Amendment and the legal fees of    Chapman and Cutler LLP in the aggregate amount of $8,800.00.

*Section 12.***This Amendment and the rights and obligations of the parties    hereunder shall be construed in accordance with and be governed by the law    of the State of New York.

 

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and    delivered by their duly authorized officers as of the date first above written.    

| ABN AMRO BANK N.V., as the Agent and

as Committed Purchaser                                                                                                               |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| By: ________________________________

Title: _______________________________

 

 

By: ________________________________

Title: _______________________________ |

 

 

| WINDMILL FUNDING CORPORATION
By: ________________________________

Title: _______________________________

 

 

WINDMILL FUNDING CORPORATION
By: ________________________________

Title: _______________________________

 

 

VVP FUNDING CORPORATION
By: ________________________________

Title: _______________________________

 

 

 

**SCHEDULE B**

**COMMITTED PURCHASERS AND**

**COMMITMENTS OF COMMITED PURCHSERS**

NAME OF COMMITED    PURCHASER COMMITMENT

ABN AMRO Bank N.V. $51,000,000

 

**GUARANTOR'S ACKNOWLEDGMENT AND CONSENT**

 The    undersigned, VIMEXICO, S.A. de C.V, as successor by merger with Vitro Plan    S.A. de C.V., is the Performance Guarantor under that certain Performance    Undertaking dated as of May 7, 2004 (the *"Performance    Undertaking"*) and hereby consents to the Amendment to the Purchase Agreement    as set forth above and confirms that the Performance Undertaking and all of    the undersigned's obligations thereunder as Performance Guarantor remain in    full force and effect.

 

VIMEXICO, S.A. DE C.V., as successor by 

 Merger with Vitro Plan, S.A. de C.V.

By: ________________________________

Title: _______________________________

 

 

By: ________________________________

Title: _______________________________ |
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