SUPPLEMENTAL INDENTURE NO. 1
EXHIBIT
2.16
EXECUTION
COPY
SUPPLEMENTAL
INDENTURE NO. 1
SUPPLEMENTAL
INDENTURE No. 1, dated as of February 7, 2005, by and between Vitro Envases
Norteamérica, S.A. de C.V., a corporation organized under the laws of Mexico
(the “Company”),
the
Note Guarantors party thereto (the “Note
Guarantors”)
and
The
Bank
of New York, as trustee (the “Trustee”).
W I T N E S S E T H:
WHEREAS,
the
Company and the Trustee previously have entered into an indenture, dated as
of
July 23, 2004 (the “Original
Indenture”,
and as
supplemented by this Supplemental Indenture No. 1 and any further amendments
or
supplements thereto, the “Indenture”),
providing for the issuance of 10.75% Senior Secured Guaranteed Notes Due
2011;
WHEREAS,
the
Indenture provides for, among other things, that, subsequent to the execution
of
the Original Indenture, the Company and the Trustee may without the consent
of
holders of the outstanding 10.75% Senior Secured Guaranteed Notes Due 2011
enter
into one or more indentures supplemental to the Original Indenture to provide
for the issuance of Additional Notes in accordance with Section 2.13
thereof;
WHEREAS,
the
Board of Directors of the Company has authorized the issuance of $80,000,000
aggregate principal amount of Additional Notes;
WHEREAS,
the
Company has requested that the Trustee join in the execution of this
Supplemental Indenture No. 1; and
WHEREAS,
all
things necessary to make this Supplemental Indenture No. 1 a valid agreement
of
the parties and a valid supplement to the Indenture have been done.
NOW,
THEREFORE,
for and
in consideration of the premises and the mutual covenants contained herein
and
in the Indenture and for other good and valuable consideration, the receipt
and
sufficiency of which are herein acknowledged, the Company, the Note Guarantors
and the Trustee hereby agree, for the equal and ratable benefit of all Holders,
as follows:
ARTICLE
ONE
DEFINITIONS
Section
1.01 Defined
Terms.
All
capitalized terms used but not defined herein shall have the meanings ascribed
to such terms in the Indenture, as supplemented and amended
1
hereby.
All definitions in the Original Indenture shall be read in a manner consistent
with the terms of this Supplemental Indenture No. 1.
ARTICLE
TWO
ADDITIONAL
NOTES
Section
2.01 The
Additional Notes.
Pursuant to Section 2.13 of the Original Indenture, the Company hereby creates
and issues $80,000,000 aggregate principal amount of its 10.75% Senior Secured
Guaranteed Notes Due 2011 (the “Additional
Notes”).
These
Additional Notes will be consolidated to form a single series, and be fully
fungible, with the Company’s outstanding 10.75% Senior Secured Guaranteed Notes
Due 2011 issued on July 23, 2004, to which the Additional Notes are
identical in all terms and conditions except issue date. Interest on the
Additional Notes shall accrue from January 23, 2005. All Additional
Notes
issued under the Indenture will, when issued, be considered Notes for all
purposes thereunder and will be subject to and take the benefit of all of the
terms, conditions and provisions of the Indenture.
Section
2.02 Execution
and Authentication of the Additional Notes.
The
Trustee shall, pursuant to an Authentication Order, authenticate the Additional
Notes.
ARTICLE
THREE
MISCELLANEOUS
Section
3.01 Effect
of This Supplemental Indenture No. 1. This
Supplemental Indenture No. 1 supplements the Original Indenture and shall be
a
part, and subject to all the terms, thereof. The Original Indenture, as
supplemented and amended by this Supplemental Indenture No. 1, is in all
respects ratified and confirmed, and the Original Indenture and this
Supplemental Indenture No. 1 shall be read, taken and construed as one and
the
same instrument. All provisions included in this Supplemental Indenture No.
1
supersede any conflicting provisions included in the Original Indenture, unless
not permitted by law.
Section
3.02 Governing
Law.
This
Supplemental Indenture No. 1 shall be governed by, and construed in accordance
with, the laws of the State of New York.
Section
3.03 Effect
of Headings.
The
section headings herein are for convenience only and shall not affect the
construction of this Supplemental Indenture No. 1.
Section
3.04 Counterparts.
The
parties may sign any number of copies of this Supplemental Indenture No. 1.
Each
signed copy shall be an original, but all of them shall represent the same
agreement.
[SIGNATURE
PAGE TO FOLLOW IMMEDIATELY]
2
SIGNATURES
Dated
as
of February 7, 2005
VITRO
ENVASES NORTEAMÉRICA, S.A. DE C.V.
By_________________________________
Name:
Title:
Authorized Signatory
By_________________________________
Name:
Title:
Authorized Signatory
INDUSTRIA
DEL ÁLCALI, S.A. DE C.V.
By_________________________________
Name:
Title:
Authorized Signatory
By_________________________________
Name:
Title:
Authorized Signatory
COMPAÑÍA
VIDRIERA, S.A. DE C.V.
By_________________________________
Name:
Title:
Authorized Signatory
By_________________________________
Name:
Title:
Authorized Signatory
FABRICACIÓN
DE MÁQUINAS, S.A. DE C.V.
By_________________________________
Name:
Title:
Authorized Signatory
By_________________________________
Name:
Title:
Authorized Signatory
3
PROCESADORA
DE MATERIAS XXXXXX INDUSTRIALIZABLES, S.A. DE C.V.
By_________________________________
Name:
Title:
Authorized Signatory
By_________________________________
Name:
Title:
Authorized Signatory
VIDRIERA
MONTERREY, S.A. DE C.V.
By_________________________________
Name:
Title:
Authorized Signatory
By_________________________________
Name:
Title:
Authorized Signatory
VIDRIERA
GUADALAJARA, S.A. DE C.V.
By_________________________________
Name:
Title:
Authorized Signatory
By_________________________________
Name:
Title:
Authorized Signatory
VIDRIERA
QUERÉTARO, S.A. DE C.V.
By_________________________________
Name:
Title:
Authorized Signatory
By_________________________________
Name:
Title:
Authorized Signatory
4
VIDRIERA
TOLUCA, S.A. DE C.V.
By_________________________________
Name:
Title:
Authorized Signatory
By_________________________________
Name:
Title:
Authorized Signatory
VIDRIERA
LOS XXXXX, X.X. DE C.V.
By_________________________________
Name:
Title:
Authorized Signatory
By_________________________________
Name:
Title:
Authorized Signatory
VITRO
PACKAGING, INC.
By_________________________________
Name:
Title:
Authorized Signatory
By_________________________________
Name:
Title:
Authorized Signatory
0
XXX
XXXX XX XXX XXXX
By__________________________________
Name:
Title:
6
