COMPANIA VIDRIERA, S.A. DE C.V., as Borrower $235,000,000 LOAN AGREEMENTLoan Agreement • June 30th, 2003 • Vitro Sa De Cv • Glass containers • New York
BY AND AMONGStock Purchase Agreement • June 30th, 2004 • Vitro Sa De Cv • Glass containers • New York
Senior Notes ===============================================================================Indenture • June 30th, 2004 • Vitro Sa De Cv • Glass containers • New York
and VVP SYNDICATION, INC., as BorrowersLoan Agreement • June 30th, 2003 • Vitro Sa De Cv • Glass containers • New York
amongCredit Agreement • June 30th, 2004 • Vitro Sa De Cv • Glass containers • New York
October 15, 2003 Citigroup Global Markets Inc. Credit Suisse First Boston, LLC As Representatives of the Initial Purchasers 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Vitro, S.A. de C.V., a corporation organized under the laws...Vitro Sa De Cv • June 30th, 2004 • Glass containers • New York
betweenStock Purchase Agreement • June 30th, 2003 • Vitro Sa De Cv • Glass containers • New York
VITRO, S. A. de C.V. as Issuer AND JPMORGAN CHASE BANK as Trustee IndentureIndenture • June 30th, 2003 • Vitro Sa De Cv • Glass containers • New York
AND HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES Amended and Restated Deposit Agreement Dated as of ___________, 2007 AMENDED AND RESTATED DEPOSIT AGREEMENTDeposit Agreement • December 6th, 2007 • Vitro Sab De Cv • Glass containers • New York
AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of ________, 2007 among VITRO, S.A.B. de C.V., incorporated under the laws of the United Mexican States (herein called the Issuer), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued hereunder.
ARTICLE I. DEFINITIONSVitro Sa De Cv • June 30th, 2004 • Glass containers • New York
EXHIBIT 4.11 AMENDMENT NUMBER TWO TO FACTORING AGREEMENT FOR THE PURCHASE AND SALE OF ACCOUNTS RECEIVABLE This Amendment Number Two To Factoring Agreement for the Purchase and Sale of Accounts Receivable dated the 4th day of August 2000 as amended,...Factoring Agreement • June 30th, 2003 • Vitro Sa De Cv • Glass containers • Illinois
October 22, 2003 Citigroup Global Markets Inc. Credit Suisse First Boston, LLC As Representatives of the Initial Purchasers c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Vitro, S.A. de C.V., a...Vitro Sa De Cv • June 30th, 2004 • Glass containers • New York
ContractPurchase 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
LOAN AGREEMENT dated as of September 21, 2005 among VITRO ENVASES NORTEAMERICA, S.A. DE C.V. The GUARANTORS referred to herein The LENDERS party hereto and CREDIT SUISSE, acting through its Cayman Islands Branch, as Administrative Agent...Loan Agreement • June 14th, 2006 • Vitro Sa De Cv • Glass containers • New York
AMENDMENT NUMBER ONE TO FACTORING AGREEMENT FOR THE PURCHASE AND SALE OF ACCOUNTS RECEIVABLEFactoring Agreement • June 30th, 2003 • Vitro Sa De Cv • Glass containers
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”).
BetweenReceivables Sale Agreement • June 30th, 2004 • Vitro Sa De Cv • Glass containers • New York
SUPPLEMENTAL INDENTURE dated as of April 27, 2007 among VITRO, S.A.B. de C.V., The Guarantors Party Hereto and THE BANK OF NEW YORK, as Trustee, Registrar and Paying AgentSupplemental Indenture • June 22nd, 2007 • Vitro Sa De Cv • Glass containers • New York
This Supplemental Indenture, dated as of April 27, 2007, (this "Supplemental Indenture"), among Vitro, S.A.B. de C.V., a Mexican corporation (sociedad anonima bursatil de capital variable) (together with its successors and assigns, the "Company"), each of the Subsidiaries identified under the caption "NEW GUARANTORS" on the signature pages hereto (individually, a "New Guarantor" and collectively, the "New Guarantors"), each of the Subsidiaries identified under the caption "EXISTING GUARANTORS" on the signature pages hereto (individually, an "Existing Guarantor" and collectively, the "Existing Guarantors"), and The Bank of New York, as Trustee (the "Trustee"), registrar (the "Registrar") and paying agent (the "Paying Agent").
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 AgreementTechnical Assistance 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...Mercantile Agency 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 AgreementVitro Sa De Cv • July 7th, 2005 • 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
June 24, 2005Deposit Agreement • December 6th, 2007 • Vitro Sab De Cv • Glass containers
Deposit Agreement dated as of dated as of June 24, 2005, (the "Deposit Agreement"), by and among Vitro S.A de C.V., The Bank of New York, as Depositary, and the Owners and Beneficial Owners of American Depositary Receipts
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.
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • June 27th, 2008 • Vitro Sab De Cv • Glass containers
This Fourth Supplemental Indenture, dated as of May 15, 2008 (this “Supplemental Indenture”), among Vitro, S.A.B. de C.V. (formerly known as Vitro, S.A. de C.V.), a Mexican corporation (sociedad anónima bursátil de capital variable) (together with its successors and assigns, the “Issuer”), each of the Subsidiaries identified under the caption “NEW GUARANTORS” on the signature pages hereto (individually, a “New Guarantor” and collectively, the “New Guarantors”), each of the Subsidiaries identified under the caption “EXISTING GUARANTORS” on the signature pages hereto (individually, an “Existing Guarantor” and collectively, the “Existing Guarantors”) and U.S. Bank National Association as successor trustee (the “Trustee”) to Wachovia Bank, National Association under the Indenture referred to below.
PURCHASE AGREEMENT among VITRO, S.A. DE C.V., CRISA LIBBEY S.A. DE C.V., CRISA CORPORATION, VITROCRISA HOLDING, S. DE R.L. DE C.V., VITROCRISA S. DE R.L. DE C.V., VITROCRISA COMERCIAL, S. DE R.L. DE C.V., CRISA INDUSTRIAL, L.L.C., LIBBEY MEXICO, S. DE...Purchase Agreement • June 30th, 2006 • Vitro Sa De Cv • Glass containers • New York
Exhibit 1.01 - A: Form of Assignment of Interests and Amendment to Limited Liability Company Agreement of Crisa Industrial, L.L.C.
FORM OF RIGHTS AGENCY AGREEMENTForm of Rights Agency Agreement • September 29th, 2006 • Vitro Sa De Cv • Glass containers • New York
RIGHTS AGENCY AGREEMENT (this “Agreement”), dated as of September ___, 2006, between VITRO, S.A DE C.V. (the “Company”), a corporation with variable capital (sociedad anónima de capital variable) organized under the laws of Mexico, and THE BANK OF NEW YORK, a New York banking corporation (the “Rights Agent”).
NOTE GUARANTEENote 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").
SUPPLEMENTAL INDENTURESupplemental Indenture • June 22nd, 2007 • Vitro Sa De Cv • Glass containers
This Second Supplemental Indenture, dated as of April 27, 2007 (this "Supplemental Indenture"), among Vitro, S.A.B. de C.V. (formerly known as Vitro, S.A. de C.V.), a Mexican corporation (sociedad anonima bursatil de capital variable) (together with its successors and assigns, the "Issuer"), each of the Subsidiaries identified under the caption "NEW GUARANTORS" on the signature pages hereto (individually, a "New Guarantor" and collectively, the "New Guarantors"), each of the Subsidiaries identified under the caption "EXISTING GUARANTORS" on the signature pages hereto (individually, an "Existing Guarantor" and collectively, the "Existing Guarantors") and U.S. Bank National Association as successor trustee (the "Trustee") to Wachovia Bank, National Association under the Indenture referred to below.
among VVP FUNDING CORPORATION, as Seller,Receivables Purchase Agreement • June 30th, 2004 • Vitro Sa De Cv • Glass containers • New York
NOTE GUARANTEENote Guarantee • September 20th, 2006 • Vitro Sa De Cv • Glass containers • New York
This NOTE GUARANTEE, dated as of August 8, 2006 (this “Note Guarantee”), is entered into by and among VITRO ENVASES NORTEAMÉRICA, S.A. DE C.V. (the “Issuer”), and each of the undersigned NOTE GUARANTORS (individually, the “Note Guarantor” and, collectively, the “Note Guarantors”) for the benefit of the holders of a beneficial interest (individually, the “Beneficial Holder” and, collectively, the “Beneficial Holders”) in the $250,000,000 Short Term Guaranteed Notes (the “Notes”) to be issued from time to time by the Issuer under the $250,000,000 Short Term Guaranteed Note Program (the “Program”). Capitalized terms used but not defined herein shall have the meanings assigned to them in Schedule I hereto.
Dr Karen Russ Pilkington plc Group Licencing Manager Prescoat Road, St. Helens Merseyside WA103TT England Dear Karen:Karen Russ • June 14th, 2006 • Vitro Sa De Cv • Glass containers
Pursuant to our recent conversations and considering the current phase of our negotiation process regarding the potential extension or renewal of the two (2) April 1, 1999 Float Licence and Whole Line Technical Assistance Agreements executed by and between Pilkington PLC and originally, Vitro Flotado, S.A. de C.V. and Vidrio Plano de Mexico, S.A. de C.V. (jointly referred to as the "Agreements"), Vitro Vidrio y Cristal, S.A. de C.V. as assignee and current Licensee of the Agreements, hereby proposes to extend the duration of both Agreements, including any amendments thereto and applicable Side Letters, from April 30 which is the date of expiration of the extension agreed on December 9th, 2005, until July 31st, 2006, agreeing to maintain the effect and validity of all of the other existing terms and conditions set forth in such Agreements. Consequently upon Pilkington's acknowledgement and agreement to this proposal, the definition of "Term of the Agreement" (Article I, Section O of the
ContractPartnership Interest Purchase Agreement • July 1st, 2009 • Vitro Sab De Cv • Glass containers
PARTNERSHIP INTEREST PURCHASE AGREEMENT OF “VITRO CRISTALGLASS, S.L.” between . FRANCISCO JAVIER PRADO OVALLE, MARÍA DEL PÍLAR SANTOS RIESCO, ISAAC PRADO OVALLE, RECAREDO PRADO OVALLE, INVERGAR PARTICIPACIONES INMOBILIARIAS S.L., ISAAC PRADO BODELÓN, and CONCEPCIÓN OVALLE VALLINAS as Sellers, and VIMEXICO, S.A. DE C.V. as Purchaser.
