ContractPurchase Agreement • July 7th, 2005 • Vitro Sa De Cv • Glass containers • New York
PURCHASE AGREEMENT dated as of March 31, 2005, (the “Agreement”), among ABN AMRO BANK (MEXICO), S.A., Institución de Banca Múltiple, Division Fiduciara, 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, COMPAÑÍA VIDRIERA, S.A. DE C.V., a corporation organized under the laws of the United Mexican States (“Covisa”), INDUSTRIA DEL ÁLCALI, S.A. DE C.V., a corporation organized under the laws of the United Mexican States (“Álcali”), COMERCIALIZADORA ÁLCALI, S. DE R.L. DE C.V., a limited liability company organized under the laws of the United Mexican States (“Comercializadora”), and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. “Rabobank International”, New York Branch, a financial institution organized under the laws of the Kingdom of the Netherlands, acting through its bran
AMENDED AND RESTATED LOAN AGREEMENT dated as of February 24, 2005 (originally dated as of September 24, 2004) among VITRO ENVASES NORTEAMÉRICA, S.A. DE C.V. The GUARANTORS referred to herein The LENDERS party hereto and CREDIT SUISSE FIRST BOSTON,...Loan Agreement • July 7th, 2005 • Vitro Sa De Cv • Glass containers • New York
AMENDED AND RESTATED LOAN AGREEMENT dated as of February 24, 2005 among VITRO ENVASES NORTEAMÉRICA, S.A. DE C.V., the GUARANTORS referred to herein, the LENDERS party hereto and CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Administrative Agent.
VITRO ENVASES NORTEAMÉRICA, S.A. DE C.V., The NOTE GUARANTORS Party Hereto and THE BANK OF NEW YORK, as TRUSTEE 10.75% SENIOR SECURED GUARANTEED NOTES DUE 2011 INDENTURE Dated as of July 23, 2004Indenture • July 7th, 2005 • Vitro Sa De Cv • Glass containers • New York
INDENTURE, dated as of July 23, 2004, (the “Indenture”) between Vitro Envases Norteamérica, S.A. de C.V., a Mexican sociedad anónima de capital variable (the “Issuer”), the Note Guarantors party hereto, and The Bank of New York (the “Trustee”), as Trustee.
SUPPLEMENTAL INDENTURE NO. 1Supplemental Indenture • July 7th, 2005 • Vitro Sa De Cv • Glass containers • New York
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”).
Section 10.1 Survival. 60 Section 10.2 Indemnification by Seller. 60 Section 10.3 Indemnification by Buyer Parties. 61 Section 10.4 Method of Asserting Claims. 61 Section 10.5 Monetary Limitations on Indemnification. 62 Section 10.6 Exclusive...Stock Purchase Agreement • July 7th, 2005 • Vitro Sa De Cv • Glass containers • New York
THIS STOCK PURCHASE AGREEMENT is made and entered into as of September 25, 2004, by and among REXAM PLC, a company organized under the laws of England and Wales (“Rexam plc”); REXAM OVERSEAS HOLDINGS LIMITED, a company organized under the laws of England and Wales (“Buyer”); and VITRO, S.A. DE C.V., a company organized under the laws of Mexico (“Seller”). Rexam plc and Buyer are referred to herein collectively as the “Buyer Parties” and individually as a “Buyer Party.” The Buyer Parties and Seller are referred to herein collectively as the “Parties” and individually as a “Party.” Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in Article I hereof.
Vitro Envases Norteamérica, S.A. de C.V. Purchase AgreementPurchase Agreement • July 7th, 2005 • Vitro Sa De Cv • Glass containers • New York
Vitro Envases Norteamérica, S.A. de C.V., a corporation organized under the laws of Mexico (the “Company”), proposes to issue and sell to the several parties named in Schedule I hereto (the “Initial Purchasers”), for whom Citigroup Global Markets Inc. (the “Representative”) is acting as representative, U.S.$170,000,000 principal amount of its 10.75% Senior Secured Guaranteed Notes Due 2011 (the “Securities”). The Securities are to be issued under an indenture (the “Indenture”), to be dated as of the Closing Date, between the Company and The Bank of New York, as trustee (the “Trustee”). To the extent there are no additional parties listed on Schedule I other than the Representative, the term Representative as used herein shall mean the Representative in its capacity as the Initial Purchaser. The use of the neuter in this Agreement shall include the feminine and masculine wherever appropriate. Certain terms used herein are defined in Section 22 hereof.
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...Master Collateral and Intercreditor Agreement • July 7th, 2005 • Vitro Sa De Cv • Glass containers • New York
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 Agreemen
Vitro Envases Norteamérica, S.A. de C.V. Purchase AgreementPurchase Agreement • July 7th, 2005 • Vitro Sa De Cv • Glass containers • New York
Vitro Envases Norteamérica, S.A. de C.V., a corporation organized under the laws of Mexico (the “Company”), proposes to issue and sell to the several parties named in Schedule I hereto (the “Initial Purchasers”), for whom Credit Suisse First Boston LLC (the “Representative”) is acting as representative, U.S.$80,000,000 principal amount of its 10.75% Senior Secured Guaranteed Notes Due 2011 (the “Securities”). The Securities will form a single series and be fully fungible with the Company’s outstanding 10.75% Senior Secured Guaranteed Notes Due 2011 (CUSIP Nos. 92851Jaa3 and p98020AA1) issued on July 23, 2004 (the “Initial Securities”), subject to the terms and conditions set forth herein. The Securities are to be issued pursuant to Supplemental Indenture No.1 to be dated as of the Closing Date (as defined below) (the “Supplemental Indenture”) to the indenture dated July 23, 2004 (the “Original Indenture”), among the Company, the Note Guarantors and The Bank of New York, as trustee (the
COVISA/ALCALI/COMERCIALIZADORA Trust Subordinate Certificates Placement Agent AgreementPlacement Agent Agreement • July 7th, 2005 • Vitro Sa De Cv • Glass containers • New York
ContractGuaranty • July 7th, 2005 • Vitro Sa De Cv • Glass containers • New York
not exceed (x) USD$19,000,000 (nineteen million Dollars) minus (y) any principal amounts of the Certificados Subordinados indefeasibly paid in cash to the extent the Certifcados Subordinados have been permanently reduced with respect to such payment, or such higher amount as the Guarantor shall have agreed to in writing, provided, that the foregoing shall only limit Guarantor’s obligations for principal of the Certifcados Subordinados but shall not limit or impair the Guarantor’s obligation with respect to any other Guaranteed Obligation.
