0000880582-06-000029 Sample Contracts

Contract
Purchase Agreement • June 15th, 2006 • Vitro Sa De Cv • Glass containers • New York

PURCHASE AGREEMENT dated as of August 22, 2005, (the "Agreement"), among BANCO INVEX, S.A., INSTITUCION DE BANCA MULTIPLE, INVEX GRUPO FINANCIERO, FIDUCIARIO ("INVEX"), not in its individual capacity but solely as trustee (the "Trustee") of, and in satisfaction of the purposes of, the irrevocable administration, issuance and payment trust (the "Trust" or the "Issuer") created pursuant to the Trust Agreement referred to below, DISTRIBUIDORA NACIONAL DE VIDRIO, S.A. DE C.V., a corporation organized under the laws of the United Mexican States ("Dinavisa"), VITRO FLOTADO CUBIERTAS, S.A. DE C.V., a corporation organized under the laws of the United Mexican States ("VFC"), VITRO AUTOMOTRIZ, S.A. DE C.V., a corporation organized under the laws of the United Mexican States ("VAU"), VITRO VIDRIO Y CRISTAL, S.A. DE C.V., a corporation organized under the laws of the United Mexican States ("VVC") and COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. "RABOBANK INTERNATIONAL", a financial instit

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NOTE GUARANTEE
Note Guarantee • June 15th, 2006 • Vitro Sa De Cv • Glass containers • New York

This NOTE GUARANTEE, dated as of February 3, 2006 (this "Note Guarantee"), is entered into by and among VITRO ENVASES NORTEAMERICA, S.A. DE C.V. (the "Issuer"), each of the undersigned NOTE GUARANTORS (individually, the "Note Guarantor" and, collectively, the "Note Guarantors") and THE BANK OF NEW YORK, in its capacity as creditor representative (together with any successor thereto, the "Creditor Representative") for the benefit of the holders of a beneficial interest (individually, the "Beneficial Holder" and, collectively, the "Beneficial Holders") in the $75,000,000 Senior Secured Short Term Guaranteed Notes (the "Notes") to be issued from time to time by the Issuer under the $75,000,000 Senior Secured Short Term Guaranteed Note Program (the "Program").

STOCK PURCHASE AGREEMENT ENTERED INTO BY AND BETWEEN VIDRIOS PANAMENOS S.A. and JORGE ENDARA PANIZA as Legal Representative for SELLER
Stock Purchase Agreement • June 15th, 2006 • Vitro Sa De Cv • Glass containers
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