**Exhibit4(c)**

** **

** **

** **

**AMENDEDAND RESTATED TRUST INDENTURE**

 

 

Dated as of April 29, 2003

 

 

among

 

 

GRUPO MINERO MEXICO, S.A. DE C.V.,as issuer of the Borrower Notes,

 

 

THE BANK OF NEW YORK,

not in its individual capacity but solely as trustee of

GRUPO MEXICO EXPORT MASTER TRUST NO. 1,

as issuer of the Secured Notes,

 

 

and

 

 

HSBC BANK USA,as SEN Collateral Agent

 

 

US$58,189,387.10 Series C-1 Notes due 2007

US$131,452,455.34 Series C-2 Notes due 2007

US$23,462,972.31 Series D-1 Notes due 2007

US$53,003,914.87 Series D-2 Notes due 2007

US$63,552,969.54 Series E-1 Notes due 2007

US$143,569,030.46 Series E-2 Notes due 2007

 

 

 

----

 

**TABLE OFCONTENTS**

 
| ARTICLE I DEFINITIONS; RULES OF CONSTRUCTION              |
|-----------------------------------------------------------|
|                                                      |
|                                                      | SECTION 1.1. | CERTAIN  DEFINED TERMS |
|                                                      | SECTION 1.2. | RULES  OF CONSTRUCTION |
|                                                      | SECTION  1.3. | CONFLICT WITH THE  COMMON AGREEMENT |
|                                                      |
| ARTICLE II BORROWER NOTES                                 |   |
|                                                      |
|                                                      | SECTION  2.1. | AGREEMENT TO  EXCHANGE BORROWER NOTES |
|                                                      | SECTION 2.2. | BORROWER NOTES |
|                                                      | SECTION 2.3. | INTEREST |
|                                                      | SECTION 2.4. | PRINCIPAL |
|                                                      | SECTION 2.5. | PREPAYMENT |
|                                                      | SECTION 2.6. | PAYMENTS  GENERALLY |
|                                                      |
| ARTICLE III SECURED NOTES                                 |   |   |
|                                                      |
|                                                      | SECTION  3.1. | AGREEMENT TO  EXCHANGE SECURED NOTES |
|                                                      | SECTION 3.2. | SECURED NOTES |
|                                                      | SECTION 3.3. | INTEREST |
|                                                      | SECTION 3.4. | PRINCIPAL |
|                                                      | SECTION 3.5. | PREPAYMENT |
|                                                      | SECTION 3.6. | PAYMENTS  GENERALLY |
|                                                      |
| ARTICLE IV TERMS OF NOTES                                 |   |
|                                                      |
|                                                      | SECTION 4.1. | FORM  AND DENOMINATION |
|                                                      | SECTION 4.2. | FORM  OF SEN COLLATERAL AGENT’S CERTIFICATE OF AUTHENTICATION |
|                                                      | SECTION  4.3. | AUTHENTICATION  AND DELIVERY OF NOTES |
|                                                      | SECTION 4.4. | EXECUTION  OF NOTES |
|                                                      | SECTION  4.5. | CERTIFICATE OF  AUTHENTICATION |
|                                                      | SECTION 4.6. | NOTE REGISTER |
|                                                      | SECTION  4.7. | TRANSFER AND EXCHANGE  OF NOTES |
|                                                      | SECTION  4.8. | MUTILATED,  LOST, STOLEN, OR DESTROYED NOTES |
|                                                      | SECTION 4.9. | CANCELLATION  OF NOTES |
|                                                      | SECTION 4.10. | SATISFACTION  AND DISCHARGE OF TRUST INDENTURE |
|                                                      |
| ARTICLE V SET-OFF                                         |   |
|                                                      |   |
| ARTICLE VI TAXES; YIELD PROTECTION;  ILLEGALITY; PAYMENTS |   |
|                                                      |   |
| ARTICLE VII CONDITIONS PRECEDENT                          |   |
|                                                      |   |   |
| ARTICLE VIII REPRESENTATIONS AND  WARRANTIES              |   |
|                                                      |   |   |
| ARTICLE IX AFFIRMATIVE COVENANTS                          |   |
|                                                           |  |  |  |  |  |  |  |

 

i

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| ARTICLE X FINANCIAL COVENANTS               |            |
|---------------------------------------------|-----------------|
|                                        |            |   |
| ARTICLE XI NEGATIVE COVENANTS               |            |
|                                        |            |   |
| ARTICLE XII EVENTS OF DEFAULT AND REMEDIES  |            |
|                                        |
|                                        | SECTION  12.1.  | EVENTS OF DEFAULT/REMEDIES |
|                                        | SECTION 12.2.   | RIGHTS  NOT EXCLUSIVE |
|                                        |
| ARTICLE XIII THE SEN COLLATERAL AGENT       |            |   |
|                                        |
|                                        | SECTION 13.1.   | DUTIES  AND RESPONSIBILITIES OF THE SEN COLLATERAL AGENT |
|                                        | SECTION  13.2.  | EXCULPATORY  PROVISIONS |
|                                        | SECTION  13.3.  | DELEGATION  OF DUTIES |
|                                        | SECTION 13.4.   | SEN  COLLATERAL AGENT AND AGENTS MAY HOLD NOTES |
|                                        | SECTION 13.5.   | RELIANCE  BY SEN COLLATERAL AGENT; INDEMNITY AGAINST LIABILITIES |
|                                        | SECTION 13.6.   | INDEMNIFICATION  OF SEN COLLATERAL AGENT |
|                                        | SECTION 13.7.   | RESIGNATION  AND REMOVAL OF THE SEN COLLATERAL AGENT |
|                                        | SECTION 13.8.   | ACCEPTANCE  OF APPOINTMENT BY SEN COLLATERAL AGENT |
|                                        | SECTION  13.9.  | CAPACITY IN WHICH ACTING |
|                                        | SECTION  13.10. | NOTICE OF AN EVENT OF  DEFAULT |
|                                        | SECTION 13.11.  | APPOINTMENT  OF SEN COLLATERAL AGENT AS ATTORNEY-IN-FACT |
|                                        | SECTION 13.12.  | COMPENSATION  AND REIMBURSEMENT OF EXPENSES |
|                                        | SECTION 13.13.  | COVENANTS |
|                                        | SECTION 13.14.  | FEE AGREEMENT |
|                                        |
| ARTICLE XIV DIRECTION OF ACTIONS            |
|                                        |
|                                        | SECTION  14.1.  | DIRECTIONS BY  REQUIRED SEN HOLDERS |
|                                        | SECTION 14.2.   | DIRECTIONS  TO SHARED PAYMENT AND COLLATERAL AGENT |
|                                        |
| ARTICLE XV SUPPLEMENTAL INDENTURES; WAIVERS |
|                                        |
|                                        | SECTION  15.1.  | SUPPLEMENTAL INDENTURES |
|                                        | SECTION  15.2.  | NOTICE OF  SUPPLEMENTAL INDENTURE |
|                                        | SECTION  15.3.  | EFFECT OF  SUPPLEMENTAL INDENTURE |
|                                        | SECTION 15.4.   | DOCUMENTS  TO BE GIVEN TO SEN COLLATERAL AGENT |
|                                        | SECTION  15.5.  | WAIVER OF TRUST INDENTURE |
|                                        | SECTION 15.6.   | NOTATION  ON NOTES IN RESPECT OF SUPPLEMENTAL INDENTURE |
|                                        |
| ARTICLE XVI MISCELLANEOUS                   |            |
|                                        |
|                                        | SECTION 16.1.   | NOTICES |
|                                        | SECTION  16.2.  | LIMITATION  OF RIGHTS |
|                                        | SECTION  16.3.  | SUCCESSORS  AND ASSIGNS |
|                                             |                 |  |  |  |  |  |  |  |

 

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|   | SECTION  16.4.  | AMENDMENTS  AND WAIVERS                        |
|--------|-----------------|------------------------------------------------|
|   | SECTION 16.5.   | EFFECT OF  HEADINGS                            |
|   | SECTION 16.6.   | SEVERABILITY                                   |
|   | SECTION 16.7.   | COUNTERPARTS                                   |
|   | SECTION 16.8.   | CURRENCY                                       |
|   | SECTION 16.9.   | **GOVERNING LAW**                              |
|   | SECTION  16.10. | CONSENT  TO JURISDICTION; PROCESS AGENT        |
|   | SECTION  16.11. | WAIVER  OF JURY TRIAL                          |
|   | SECTION 16.12.  | WAIVER OF  IMMUNITY                            |
|   | SECTION 16.13.  | TAX TREATMENT                                  |
|   | SECTION  16.14. | DISCLOSURE TO OTHER  PERSONS                   |
|   | SECTION 16.15.  | SEN  TRUSTEE ACTING ON BEHALF OF THE SEN TRUST |
|   | SECTION  16.16. | NO THIRD PARTY  BENEFICIARIES                  |
|   | SECTION  16.17. | AMENDMENT AND RESTATEMENT                      |
|   | SECTION  16.18. | USE  OF ENGLISH LANGUAGE                       |

 

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| Appendices     |                                      |
|----------------|-------------------------------------------|
|           |
| Appendix A     | Definitions                               |
|           |
| Schedules      |                                      |
|           |
| Schedule A     | Existing SEN Agreements                   |   |
| Schedule B     | Guarantors                                |   |
| Schedule C     | SEN Holders                               |   |
| Schedule 2.1   | Borrower Notes and Existing Medimsa Notes |   |
| Schedule 3.1   | Secured Notes and Existing Secured Notes  |   |
|           |
| Exhibits       |                                      |
|           |
| Exhibit 2.2(a) | Form of Series C-1  Borrower Note         |   |
| Exhibit 2.2(b) | Form of Series C-2  Borrower Note         |   |
| Exhibit 2.2(c) | Form of Series D-1  Borrower Note         |   |
| Exhibit 2.2(d) | Form of Series D-2  Borrower Note         |   |
| Exhibit 2.2(e) | Form of Series E-1  Borrower Note         |   |
| Exhibit 2.2(f) | Form of Series E-2  Borrower Note         |   |
| Exhibit 3.2(a) | Form of Series C-1  Secured Note          |   |
| Exhibit 3.2(b) | Form of Series C-2  Secured Note          |   |
| Exhibit 3.2(c) | Form of Series D-1  Secured Note          |   |
| Exhibit 3.2(d) | Form of Series D-2  Secured Note          |   |
| Exhibit 3.2(e) | Form of Series E-1  Secured Note          |   |
| Exhibit 3.2(f) | Form of Series E-2  Secured Note          |   |
| Exhibit 4.7    | Form of Transfer  Certificate             |   |
|                |                                           |  |  |  |

 

iv

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**AMENDED AND RESTATED TRUST INDENTURE**, datedas of April 29, 2003 (this “**Indenture**”) among GRUPO MINERO MEXICO, S.A.DE C.V., a *sociedadanónima de capital variable* organized and existing under the laws ofMexico (the **“****Borrower”**), THE BANK OF NEW YORK, a banking corporationorganized and existing under the laws of the State of New York, not in itsindividual capacity but solely as trustee (in such capacity, the “**SEN Trustee**”)of GRUPO MEXICO EXPORT MASTER TRUST NO. 1, a trust formed under the laws of theState of New York (the **“SEN Trust”**) and HSBC BANK USA (“**HSBC**”),a bank and trust company organized under the laws of the State of New York, notin its individual capacity but solely as collateral agent for the Holders (asdefined herein) (in such capacity, the **“SEN Collateral Agent**”).

 

**WITNESSETH:**

 

WHEREAS, each of Borrower and the SEN Trusteeacknowledge certain outstanding debt obligations under the Existing SENAgreements (as defined herein);

 

WHEREAS, the SEN Trustee, Borrower, certain Guarantorsand Chemical Bank, a bank and trust company organized and existing under thelaws of the State of New York, previously entered into that certain TrustIndenture, Security Agreement and Guaranty, dated as of November 20, 1995 (asamended, modified or supplemented from time to time, the “**Original Trust Indenture**”),pursuant to which Borrower issued the Existing Medimsa Notes (as definedherein) and the SEN Trustee issued the Existing Secured Notes (as definedherein);

 

WHEREAS, the parties hereto desire to amend andrestate the Original Trust Indenture with respect to the Existing Medimsa Notesand the Existing Secured Notes pursuant to the terms and conditions hereof, ofthat certain Common Agreement, dated as of April 29, 2003 (the “**CommonAgreement**”), among Borrower, the Guarantors (as defined herein), theSEN Holders (as defined herein), the Bank Holders (as defined in the CommonAgreement), Bank of America, N.A. (“**BofA**”), as administrative agent for theBank Holders (in such capacity, the “**Bank Holders Administrative Agent**”), HSBC,as shared payment and collateral agent for the SEN Holders and the Bank Holders(in such capacity, the “**Shared Payment and Collateral Agent**”), theSEN Collateral Agent and the SEN Trustee, of the SEN Security Agreement (asdefined in the Common Agreement) and of the Affiliate Guaranty (as defined inthe Common Agreement);

 

WHEREAS, Borrower has duly authorized the issuance ofeach of the Borrower Notes in accordance with the terms and conditions setforth herein;

 

WHEREAS, the SEN Trustee has duly authorized theissuance of each of the Secured Notes in accordance with the terms andconditions set forth herein; and

 

WHEREAS, conditions precedent to the effectiveness ofthis Indenture shall include, *inter alia*, the execution and delivery ofthe Common Agreement, the SEN Security Agreement and the Affiliate Guaranty byeach party thereto.

 

NOW, THEREFORE,****in consideration of the foregoing and forother valuable consideration, the adequacy and sufficiency of which are herebyacknowledged, the parties

 

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hereto agree that, on the Effective Date (as defined herein), certainprovisions of the Original Trust Indenture with respect to the Existing MedimsaNotes and the Existing Secured Notes shall be amended and restated as follows(it being understood that certain other provisions of the Original TrustIndenture are concurrently herewith being amended and restated pursuant to theSEN Security Agreement, and that this Indenture and the SEN Security Agreement,collectively, constitute an amendment and restatement of the Original TrustIndenture in its entirety with respect to the Existing Medimsa Notes and theExisting Secured Notes):

 

**ARTICLEI**

 

**DEFINITIONS;RULES OF CONSTRUCTION**

 

Section 1.1.            Certain Defined Terms.  Capitalized terms used but not otherwisedefined herein or in Appendix A hereto shall have the meanings ascribed theretoin Appendix A to the Common Agreement.

 

Section 1.2.            Rules of Construction.  For all purposes of this Indenture, termsused herein shall be interpreted in accordance with paragraphs A through F of AppendixA to the Common Agreement.

 

Section 1.3.            Conflict with the Common Agreement.  In the case of any conflict between thisIndenture and the Common Agreement, the terms of the Common Agreement shallcontrol, except with respect to the rights, protections and obligations of theSEN Collateral Agent which shall be governed by the terms of this Indenture.

 

**ARTICLEII**

 

# **BORROWERNOTES**

 

Section 2.1.            Agreement to Exchange Borrower Notes.  Each of Borrower and the SEN Trustee agreethat, on the Effective Date, Borrower shall issue the Borrower Notes in favorof the SEN Trustee in accordance with the terms hereof in exchange for theExisting Medimsa Notes as set forth on Schedule 2.1 hereto.

##  

Section 2.2.            Borrower Notes.   The aggregate principalamount of the Series C-1 Borrower Note that may be Outstanding at any timeunder this Indenture is limited to the aggregate principal amount of the TrustSeries C-1 Loan, and such Series C-1 Borrower Note shall be substantially inthe form of Exhibit 2.2(a) hereto;

####  

(b)           Theaggregate principal amount of the Series C-2 Borrower Note that may beOutstanding at any time under this Indenture is limited to the aggregateprincipal amount of the Trust Series C-2 Loan, and such Series C-2 BorrowerNote shall be substantially in the form of Exhibit 2.2(b) hereto;

####  

#### (c)           Theaggregate principal amount of the Series D-1 Borrower Note that may beOutstanding at any time under this Indenture is limited to the aggregateprincipal amount of

####  

#### 2

#### 

####  

the Trust Series D-1 Loan, and such Series D-1 Borrower Note shall be substantially in the form of Exhibit2.2(c) hereto;

####  

#### (d)           Theaggregate principal amount of the Series D-2 Borrower Note that may beOutstanding at any time under this Indenture is limited to the aggregateprincipal amount of the Trust Series D-2 Loan, and such Series D-2 BorrowerNote shall be substantially in the form of Exhibit 2.2(d) hereto;

####  

#### (e)           Theaggregate principal amount of the Series E-1 Borrower Note that may beOutstanding at any time under this Indenture is limited to the aggregateprincipal amount of the Trust Series E-1 Loan, and such Series E-1 BorrowerNote shall be substantially in the form of Exhibit 2.2(e) hereto; and

####  

#### (f)            Theaggregate principal amount of the Series E-2 Borrower Note that may beOutstanding at any time under this Indenture is limited to the aggregateprincipal amount of the Trust Series E-2 Loan, and such Series E-2 BorrowerNote shall be substantially in the form of Exhibit 2.2(f).

 

The financial terms of the Borrower Notes and the Secured Notes shallbe identical.  Unless otherwisespecifically provided herein, any references in this Indenture to the terms,including the payment terms, of any Secured Note shall be deemed to constitute *mutatismutandis* the terms, including the payment terms, of anycorresponding Borrower Note.

##  

Section 2.3.            Interest. Borrower shall pay interest in arrears on the outstanding principalamount of each Borrower Note, from the period from the date of issuance of suchBorrower Note to the date such Borrower Note shall be indefeasibly paid in fullin cash, for each Interest Period relating thereto, at the rates set forthbelow:

#####  

##### (i)            with respect to each Series C-1 andSeries C-2 Borrower Note, 10.26% per annum in cash plus PIK Interest;

#####  

##### (ii)           with respect to each Series D-1 andSeries D-2 Borrower Note, 11.18% per annum in cash; and

#####  

##### (iii)          with respect to each Series E-1 andSeries E-2 Borrower Note, the SEN Series E Cash Interest Rate.

####  

#### (b)           TheLIBOR Rate applicable to each Series E-1 and Series E-2 Borrower Note shall bedetermined by the Shared Payment and Collateral Agent and notified to Borrower,the SEN Collateral Agent and the SEN Holders in accordance with Section8.06(b) of the Common Agreement.

####  

#### (c)           Intereston the Borrower Notes shall be computed and accrue in accordance with the termsset forth in Section 8.06(a) of the Common Agreement.

####  

#### (d)           Duringan Event of Default, Borrower shall pay interest on the aggregate principalamount of Borrower Notes Outstanding in accordance with the terms set forth in Section8.04(b) of the Common Agreement.

 

3

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Section 2.4.            Principal. Borrower hereby unconditionally promises to pay to the SEN Trustee theaggregate principal amount of each Borrower Note in accordance with ArticleVIII of the Common Agreement.

##  

Section 2.5.            Prepayment.

####  

#### (a)           OptionalPrepayment.  Borrower may, from timeto time, on any Business Day, voluntarily prepay the Borrower Notes inaccordance with Article VIII of the Common Agreement, without premium orpenalty, except as may be required by Sections 7.01(f), 7.01(g), 8.01(f)or 12.04 of the Common Agreement. Any prepayment of the Borrower Notes pursuant to this Section 2.5(a)shall be applied in accordance with Article VIII of the CommonAgreement.

####  

#### (b)           MandatoryPrepayment.  Borrower shall prepaythe Borrower Notes in accordance with the mandatory prepayment provisions setforth in Article VIII of the Common Agreement.

##  

Section 2.6.            Payments Generally.  All payments of Borrower Notes are subjectin all respects to the terms and provisions of the Common Agreement, including Section12.08 thereof.

 

**ARTICLE III**

 

**SECUREDNOTES**

 

Section 3.1.            Agreement to Exchange Secured Notes.Each of the SEN Trustee and each SEN Holder agree that, on the Effective Date,the SEN Trustee shall issue the Secured Notes in favor of each SEN Holder inaccordance with the terms hereof in exchange for the Existing Secured Notes asset forth on Schedule 3.1 hereto.

 

Section 3.2.            Secured Notes.

####  

#### (a)           Theaggregate principal amount of Series C-1 Secured Notes that may be Outstandingat any time under this Indenture is limited to the aggregate principal amountof the SEN Series C-1 Loan, and each Series C-1 Secured Note shall besubstantially in the form of Exhibit 3.2(a);

####  

#### (b)           Theaggregate principal amount of Series C-2 Secured Notes that may be Outstandingat any time under this Indenture is limited to the aggregate principal amountof the SEN Series C-2 Loan, and each Series C-2 Secured Note shall besubstantially in the form of Exhibit 3.2(b);

####  

#### (c)           Theaggregate principal amount of Series D-1 Secured Notes that may be Outstandingat any time under this Indenture is limited to the aggregate principal amountof the SEN Series D-1 Loan, and each Series D-1 Secured Note shall besubstantially in the form of Exhibit 3.2(c);

 

4

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#### (d)           Theaggregate principal amount of Series D-2 Secured Notes that may be Outstandingat any time under this Indenture is limited to the aggregate principal amountof the SEN Series D-2 Loan, and each Series D-2 Secured Note shall besubstantially in the form of Exhibit 3.2(d);

####  

#### (e)           Theaggregate principal amount of Series E-1 Secured Notes that may be Outstandingat any time under this Indenture is limited to the aggregate principal amountof the SEN Series E-1 Loan, and each Series E-1 Secured Note shall besubstantially in the form of Exhibit 3.2(e); and

####  

#### (f)            Theaggregate principal amount of Series E-2 Secured Notes that may be Outstandingat any time under this Indenture is limited to the aggregate principal amountof the SEN Series E-2 Loan, and each Series E-2 Secured Note shall besubstantially in the form of Exhibit 3.2(f).

 

For purposes hereof, (a) the SEN Series C-1 Loan andthe SEN Series C-2 Loan shall constitute the “**SEN Series C Restructured Principal**”,(ii) the SEN Series D-1 Loan and the SEN Series D-2 Loan shall constitute the “**SEN Series DRestructured Principal**” and (iii) the SEN Series E-1 Loan and theSEN Series E-2 Loan shall constitute the “**SEN Series E Restructured Principal**”.

 

Section 3.3.            Interest.

 

#### (a)           The SEN Trustee shall pay interest inarrears on the outstanding principal amount of each Secured Note, from the dateof issuance of such Secured Note to the date such Secured Note shall beindefeasibly paid in full in cash, for each Interest Period relating thereto,at the rates set forth below:

#####  

##### (i)            with respect to each Series C-1 andSeries C-2 Secured Note, 10.26% per annum in cash plus PIK Interest;

#####  

##### (ii)           with respect to each Series D-1 andSeries D-2 Secured Note, 11.18% per annum in cash; and

#####  

##### (iii)          with respect to each Series E-1 andSeries E-2 Secured Note, the SEN Series E Cash Interest Rate.

 

#### (b)           The LIBOR Rate applicable to eachSeries E-1 and Series E-2 Secured Note shall be determined by the SharedPayment and Collateral Agent and notified to Borrower, the SEN Collateral Agentand the SEN Holders in accordance with Section 8.06(b) of the CommonAgreement.

####  

#### (c)           Interest on the Secured Notes shallbe computed and accrue in accordance with Section 8.06(a) of the CommonAgreement.

####  

#### (d)           During an Event of Default, the SENTrustee shall pay interest on the aggregate principal amount of Secured NotesOutstanding in accordance with the terms set forth in Section 8.04(b) ofthe Common Agreement.

 

5

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Section 3.4.            Principal. The SEN Trustee hereby unconditionally promises to pay to the SENHolders the aggregate principal amount of each Secured Note in accordance with ArticleVIII of the Common Agreement.

 

Section 3.5.            Prepayment.

####  

#### (a)           OptionalPrepayment.  The SEN Trustee may,from time to time, on any Business Day, prepay the Secured Notes in accordancewith Article VIII of the Common Agreement, without premium or penalty,except as may be required by Sections 7.01(f), 7.01(g), 8.01(f) or 12.04of the Common Agreement.  Any prepaymentof the Secured Notes pursuant to this Section 3.5(a) shall be applied inaccordance with Article VIII of the Common Agreement.

####  

#### (b)           MandatoryPrepayment.  The SEN Trustee shallprepay the Secured Notes in accordance with the mandatory prepayment provisionsset forth in Article VIII of the Common Agreement.

##  

Section 3.6.            Payments Generally.  All payments of Secured Notes are subject inall respects to the terms and provisions of the Common Agreement, including Section12.08 thereof.

 

**ARTICLE IV**

 

**TERMS OFNOTES**

 

Section 4.1.            Form and Denomination.

####  

#### (a)           TheNotes shall be issued as certificated notes and without coupons.  The Notes shall be numbered, lettered orotherwise distinguished in such manner or in accordance with such plan as theResponsible Officers executing the same may determine as evidenced by theexecution thereof.

####  

#### (b)           TheNotes delivered upon initial issuance shall be issued only in denominations ofUS$1,000,000 and integral multiples of US$0.01 in excess thereof.  Except in the case of initial issuance, theauthorized denominations of the Notes shall be US$100,000 and integralmultiples of US$0.01 in excess thereof.

##  

Section 4.2.            Form of SEN Collateral Agent’s Certificateof Authentication.  The SENCollateral Agent’s authentication on all Notes shall be in substantially thefollowing form:

 

“This Note is referred toin the within-mentioned Indenture.

 
|   | HSBC BANK USA,          |
|--------|-------------------------|
|   | as SEN Collateral Agent |
|   |                    |
|   |                    |   |
|   | Name:                   |
|   | Title:”            |

 

6

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Section 4.3.            Authentication and Delivery of Notes.  At any time and from time to time after theexecution and delivery of this Indenture, Borrower or the SEN Trustee, asapplicable, may deliver Notes issued in accordance with the terms of thisIndenture to the SEN Collateral Agent for authentication together with theapplicable documents referred to below in this Section 4.3, and the SENCollateral Agent shall thereafter authenticate and deliver such Notes to orupon the order of Borrower or the SEN Trustee, as applicable, pursuant to theBorrower Order or Trust Order specified below, or pursuant to such proceduresacceptable to the SEN Collateral Agent as may be specified from time to time bya Borrower Order or Trust Order.  SuchBorrower Order or Trust Order may be transmitted via facsimile (with theoriginal to be delivered by mail) and may provide instructions or provide forfurther instructions from Borrower.  Inauthenticating such Notes and accepting additional responsibilities under thisIndenture in relation to such Notes, the SEN Collateral Agent shall be entitledto receive and, except in the case of gross negligence or willful misconduct,shall be fully protected in relying upon:

####  

#### (a)           aBorrower Order or a Trust Order, as applicable, requesting such authenticationsetting forth instructions as to delivery (if the Notes are not to be deliveredto Borrower or the SEN Trustee, as applicable) and completion of any terms notset forth in such Notes as executed by Borrower or the SEN Trustee, asapplicable, or setting forth procedures acceptable to the SEN Collateral Agentas to such completion and delivery;

####  

#### (b)           anyresolutions of Borrower or the SEN Trustee, as applicable, pursuant to whichthe forms and terms of such Notes were established; and

####  

#### (c)           anOpinion of Counsel.

 

The SEN Collateral Agent shall have the right todecline to authenticate and deliver any Notes under this Section 4.3 ifthe SEN Collateral Agent (x) acting in good faith through its board ofdirectors or board of trustees, executive committee, or trust committee ofdirectors or trustees or SEN Collateral Agent officers shall determine thatsuch authentication and delivery would expose the SEN Collateral Agent topersonal liability to existing Holders or (y) determines that suchauthentication and delivery will affect its rights, duties, obligations orimmunities hereunder, under the Common Agreement or any other OperativeDocument in a manner not reasonably acceptable to it.

##  

Section 4.4.            Execution of Notes.  Each of the Borrower Notes and the SecuredNotes shall be executed by a Responsible Officer of Borrower or the SENTrustee, as applicable, duly authorized therefor.  Such signatures, in accordance with applicable laws, may be themanual or facsimile signatures of the present or any future such ResponsibleOfficer.  Typographical and other minorerrors or defects in any such signature shall not affect the validity orenforceability of any Note that has been duly authenticated and delivered bythe SEN Collateral Agent.  In case anyResponsible Officer of Borrower or the SEN Trustee, as applicable, who shallhave signed any of the Borrower Notes or the Secured Notes, as applicable,shall cease to be a Responsible Officer of Borrower or the SEN Trustee, asapplicable, such Note

 

7

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nevertheless may be authenticated and delivered or disposed of asthough the person who signed such Note had not ceased to be such ResponsibleOfficer of Borrower or the SEN Trustee, as applicable.

##  

Section 4.5.            Certificate of Authentication.  Only such Notes as shall bear thereon acertificate of authentication substantially in the form set forth in Section4.2 hereof, executed by the SEN Collateral Agent by the manual signature ofone of its Responsible Officers, shall be entitled to the benefits of thisIndenture or be valid or obligatory for any purpose.  Such certificate by the SEN Collateral Agent upon any Noteexecuted by or on behalf of Borrower or the SEN Trustee, as applicable, shallbe conclusive evidence that the Note so authenticated has been dulyauthenticated and delivered hereunder and that the Holder thereof is entitledto the benefits of this Indenture. Notwithstanding the foregoing, if any Note shall have been authenticatedand delivered hereunder but never issued by Borrower or the SEN Trustee, asapplicable, and Borrower or the SEN Trustee shall deliver such Note to the SENCollateral Agent for cancellation together with a written statement of aResponsible Officer of Borrower or the SEN Trustee, as applicable, stating thatsuch Note has never been issued by Borrower or the SEN Trustee, as applicable,for all purposes of this Indenture such Note shall be deemed never to have beenauthenticated and delivered hereunder and shall never be entitled to thebenefits of this Indenture.

##  

Section 4.6.            Note Register. The SEN Collateral Agent will keep books (the “**Register**”) for theregistration, ownership, exchange and transfer of the Notes at its CorporateTrust Office.  The Register shall showthe amount of the Notes, the date of issue, all subsequent registered transfersand changes in registered ownership in respect thereof and the names, taxidentification numbers (if relevant to a specific Holder) and addresses of theHolders and any payment instructions with respect thereto (if different from aHolder’s registered address).  The SENCollateral Agent shall also maintain a record (the “**Record**”) that will includenotations as to whether the Notes have been paid or cancelled and, in the caseof the replacement of any Notes, the Record shall include notations of the Noteso replaced, and the Note issued in replacement thereof.  In the case of the cancellation of any ofthe Notes, the Record will include notations of the Note so cancelled and thedate on which such Note was cancelled. The SEN Collateral Agent shall at all reasonable times during officehours make the Register and the Record available to Borrower or the SENTrustee, as applicable, or any Person authorized by Borrower or the SENTrustee, as applicable, in writing for inspection and for the taking of copiesthereof or extracts therefrom, and at the expense and written direction ofBorrower or the SEN Trustee, as applicable, the Registrar shall deliver to suchPersons all lists of Holders, their addresses and amounts of such holdings asthey may request.  The SEN CollateralAgent shall maintain the Register and the Record in written form in English.

 

Section 4.7.            Transfer and Exchange of Notes.  Transfers of any Note in whole or in partmust be made at the Corporate Trust Office of the SEN Collateral Agent or itsduly authorized agent or at the office of any other transfer agent that may beappointed by Borrower or the SEN Trustee, as applicable, by delivery of suchNote as an attachment to a Transfer Certificate substantially in the form ofExhibit 4.7 hereto (a “**Transfer Certificate”**).  In exchange for any Note properly presentedfor transfer, the SEN Collateral Agent shall promptly authenticate and deliveror cause to be authenticated and delivered at its Corporate Trust Office or theoffice of its duly authorized agent or at the office of any other transferagent that may be

 

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appointed by Borrower or the SEN Trustee, as applicable, as the casemay be, to the transferee or send by mail (at the risk of the transferee) tosuch address as the transferee may request, a Note or Notes of the same series,registered in the name of such transferee, for the same aggregate principalamount as was transferred.  Subject tothe requirements of minimum denomination set forth in this Indenture, in thecase of the transfer of any Note in part, the SEN Collateral Agent shall alsopromptly authenticate and deliver or cause to be authenticated and delivered atits Corporate Trust Office or at the office of its duly authorized agent or atthe office of any transfer agent that may be appointed by Borrower or the SENTrustee, as applicable, as the case may be, to the transferor or send by mail(at the risk of the transferor) to such address as the transferor may request,a Note or Notes of the same series, registered in the name of the transferor,for the aggregate principal amount that was not transferred.  Notes may also be exchanged for other Notesof the same series in any authorized denominations and of equal aggregateprincipal amount of such series, subject to the requirements of minimumdenomination set forth in this Indenture and in the terms of such Notes.  Following a proper request in writing forexchange, the SEN Collateral Agent shall promptly authenticate and deliver orcause to be authenticated and delivered at its Corporate Trust Office or at theoffice of its duly authorized agent or at the office of such transfer agent, asthe case may be, to the Holder or send by first class mail (at the risk of theHolder), to such address as the Holder may request, a Note or Notes, as thecase may require, for a like aggregate principal amount and in such authorizeddenomination or denominations requested. The presentation for transfer or exchange of any Note shall not be validunless made at the Corporate Trust Office or at the office of its dulyauthorized agent or at the office of a transfer agent by the registered Holderin person, or by a duly authorized attorney-in-fact.  Upon any such transfer or exchange, the SEN Collateral Agentshall make appropriate entries in the Register reflecting such transfer orexchange.  The SEN Collateral Agentshall not register the transfer or exchange of Notes for a period of five (5)days preceding the due date for any payment of interest on the Note or duringthe period of five (5) days ending on the due date for any payment of principalon the Note, or register the transfer of or exchange any Notes previouslycalled for redemption.

####  

#### (a)           Transfer,registration and exchange of Notes shall be permitted as provided in this Section4.7 without any charge to the Holder except for the expenses of delivery(if any) not made by regular mail. Registration or transfer of a Note by the SEN Collateral Agent shall bedeemed to be the acknowledgement of such transfer on behalf of Borrower or theSEN Trustee, as applicable.

####  

#### (b)           SENHolders shall not transfer or assign any Secured Notes to Borrower, the SENTrustee or any Affiliates of either Borrower or the SEN Trustee.  The SEN Trustee shall not transfer or assignany Borrower Notes except pursuant to the SEN Security Agreement.

 

Section 4.8.            Mutilated, Lost, Stolen, orDestroyed Notes.  Borrower and the SEN Trustee shall execute and deliver to the SENCollateral Agent, Notes in such amounts and at such times as to enable the SENCollateral Agent to fulfill its responsibilities under this Indenture and theNotes.

####  

#### (a)           TheSEN Collateral Agent shall, in accordance with the terms and provisions setforth herein and in the Notes, and upon provision of evidence satisfactory tothe SEN Collateral Agent and Borrower or the SEN Trustee, as applicable, thatany Note was

 

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mutilated, lost, stolen or destroyed, authenticate, issue and deliver anew Note of the same denomination and with identical terms (a “**SubstituteNote**”) in exchange for or in lieu of such Note that becamemutilated, lost, stolen or destroyed (the “**Original Note**”).  If any such mutilated, stolen, lost or destroyed Note hasmatured, instead of issuing a duplicate Note, Borrower or the SEN Trustee, asapplicable, may pay such Note upon satisfaction of the conditions set forth inthis Section 4.8(b).

####  

#### (b)           Uponthe issuance of a Substitute Note, the Holder of such Substitute Note, if sorequested by Borrower or the SEN Trustee, as applicable, shall pay a sumsufficient to cover any stamp duty, tax or other governmental charge that maybe imposed in relation thereto and any other expense (including the fees andexpenses of the SEN Collateral Agent) connected with the preparation andissuance of the Substitute Note.

####  

#### (c)           AllSubstitute Notes shall be valid obligations of Borrower or the SEN Trust, asapplicable, and be subject to the same terms and conditions and entitled to thesame benefits under this Indenture as the Original Notes.

##  

Section 4.9.            Cancellation of Notes.  Whenever a Note is delivered to the SENCollateral Agent for cancellation (upon payment or otherwise), or for transfer,exchange or replacement pursuant to the terms hereof, the SEN Collateral Agentwill promptly cancel (and may destroy) such Note.

##  

Section 4.10.          Satisfaction and Discharge ofTrust Indenture.  ThisIndenture shall cease to be of further effect, and the SEN Collateral Agent, onwritten demand of the Required SEN Holders and at the sole cost and expense ofBorrower, shall execute proper instruments acknowledging satisfaction anddischarge of this Indenture, when (a) (i) all Borrower Notes issued pursuant tothe terms hereof (other than any Borrower Notes that have been destroyed, lostor stolen and replaced in accordance with the terms hereof) have been returnedto the SEN Collateral Agent for cancellation and (ii) Borrower has paid orcaused to be paid all sums payable by it hereunder and (b) (i) all SecuredNotes issued pursuant to the terms hereof (other than any Secured Notes thathave been destroyed, lost or stolen and replaced in accordance with the terms hereof)have been returned to the SEN Collateral Agent for cancellation and (ii) theSEN Trustee has paid or caused to be paid all sums payable by ithereunder.  Notwithstanding thesatisfaction and discharge of this Indenture, the obligations of each of Borrowerand the SEN Trust under Article VI and Section 13.6 of thisIndenture shall survive.

 

**ARTICLE V**

 

**SET-OFF**

 

Pursuant to the terms andprovisions of the Common Agreement, including Sections 4.01, 8.03and 8.04 thereof, Borrower shall make all payments of principal andinterest on the Borrower Notes and payments of all other amounts due and owingunder the Operative Documents to the Shared Payment and Collateral Agent.  Upon each payment by the Shared Payment andCollateral Agent to the SEN Holders of amounts due and owing to the SEN Holdersunder the Secured Notes in accordance with Article VIII of the CommonAgreement, the Obligations of Borrower under the Borrower Notes held of recordor beneficially owned by the SEN Trustee, 

 

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and the obligations ofthe SEN Trust under the Secured Notes held of record or beneficially owned bythe SEN Holders, shall be ratably and simultaneously reduced by an amount equalto the amount of such payment made by the Shared Payment and Collateral Agent.

 

# **ARTICLEVI**

 

# **TAXES;YIELD PROTECTION; ILLEGALITY; PAYMENTS**

 

Article XII of the Common Agreementshall be deemed to be incorporated herein as if the same were set out in fullherein.

 

**ARTICLE VII**

 

**CONDITIONSPRECEDENT**

 

The effectiveness of this Indenture is subject to thesatisfaction of the conditions precedent set forth in Section 2.01 of the Common Agreement (whichconditions precedent shall be deemed to be incorporated herein as if the samewere set out in full herein).

 

**ARTICLE VIII**

 

# **REPRESENTATIONSAND WARRANTIES**

 

Borrower hereby makes the same representations andwarranties applicable to and made by it in Article III of the CommonAgreement (which representations and warranties shall be deemed to beincorporated herein as if the same were set out in full herein).

 

**ARTICLE IX**

 

**AFFIRMATIVECOVENANTS**

 

Borrower hereby agrees that, until all Obligationshave been paid and performed in full, it shall perform and comply with, andcause each of its Principal Subsidiaries to perform and comply with, each ofthe Affirmative Covenants applicable to it or its Principal Subsidiaries, asthe case may be (which Affirmative Covenants shall be deemed to be incorporatedherein as if the same were set forth in full herein).

 

**ARTICLE X**

 

**FINANCIALCOVENANTS**

 

Borrower hereby agrees that, until all Obligationshave been paid and performed in full, it shall perform and comply with, andcause each of its Principal Subsidiaries to perform and comply with, each ofthe Financial Covenants applicable to it or its Principal Subsidiaries, as thecase may be (which Financial Covenants shall be deemed to be incorporatedherein as if the same were set forth in full herein).

 

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**ARTICLE XI**

 

**NEGATIVECOVENANTS**

 

Borrower agrees that, until all Obligations have beenpaid and performed in full, it shall perform and comply with, and cause each ofits Principal Subsidiaries to perform and comply with, each of the NegativeCovenants applicable to it or its Principal Subsidiaries, as the case may be(which Negative Covenants shall be deemed to be incorporated herein as if thesame were set forth in full herein).

 

**ARTICLE XII**

 

**EVENTSOF DEFAULT AND REMEDIES**

 

Section 12.1.          Events of Default/Remedies.  If an Event of Default has occurred and iscontinuing, the SEN Collateral Agent may exercise any or all rights andremedies assigned to it in Article X of the Common Agreement (whichrights and remedies shall be deemed to be incorporated herein as if the samewere set out in full herein).

##  

Section 12.2.          Rights Not Exclusive.  The rights, powers, privileges and remediesprovided for herein and in the other Operative Documents are cumulative and arenot exclusive of any other rights, powers, privileges or remedies provided by lawor in equity, or under any other documents now existing or hereafter arising.

 

**ARTICLE XIII**

 

**THE SENCOLLATERAL AGENT**

 

Section 13.1.          Duties and Responsibilities of theSEN Collateral Agent.  TheSEN Collateral Agent undertakes to perform such duties and only such duties asare specifically set forth in this Indenture and any other Operative Documentsto which it is a party., and no implied covenants, duties or obligations shallbe read into any of the Operative Documents against the SEN Collateral Agent.

##  

Section 13.2.          Exculpatory Provisions.  The recitals, statements, respresentationsor warranties contained herein and in the Notes, other than the SEN CollateralAgent’s certificates of authentication, shall be taken as statements ofBorrower and the SEN Trustee, and the SEN Collateral Agent assumes noresponsibility for the correctness thereof.

####  

#### (b)   The SEN Collateral Agent shall not berequired to ascertain or inquire as to the performance or non-performance byBorrower or the SEN Trustee of any of the covenants or agreements containedherein or in any other Operative Document, nor shall it be responsible in anyway for such performance or non-performance.

####  

#### (c)   The SEN Collateral Agent shall not be liablefor any action taken or omitted by it in good faith and believed by it to beauthorized or within the discretion, rights or powers

####  

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#### 

####  

conferred upon it by this Indenture and any other Operative Document towhich it is a party in the absence of bad faith, gross negligence or willfulmisconduct.

 

#### (d)   The SEN Collateral Agent may consult withcounsel and the advice or opinion of such counsel shall be full and completeauthorization and protection in respect of any action taken, suffered oromitted to be taken by it hereunder or under any other Operative Document inreliance thereon.

 

#### (e)   The SEN Collateral Agent shall not beaccountable for the issuance of any Notes hereunder or for the use orapplication of any proceeds thereof.

 

#### (f)    Money held by the SEN Collateral Agenthereunder need not be segregated from other funds except to the extent requiredby law. The SEN Collateral Agent shall be under no liability for interest onany money received by it under any of the Operative Documents except asotherwise expressly set forth in such Operative Documents as are signed by theSEN Collateral Agent.

 

#### (g)   Whether or not expressly so provided therein,every provision of this Indenture and any other Operative Document relating tothe conduct, affecting the liability of or affording protection to the SENCollateral Agent with respect to its duties hereunder or thereunder shall besubject to the provisions of this Article XIII.

 

Section 13.3.          Delegation of Duties.  The SEN Collateral Agent may exercise any ofthe powers granted to it hereunder or under any other Operative Document andperform any duty hereunder or thereunder either directly or by or throughagents or attorneys-in-fact, and the SEN Collateral Agent shall not beresponsible for any misconduct or negligence on the part of any such agent orattorney-in-fact appointed by it with due care thereunder.

 

Section 13.4.          SEN Collateral Agent and AgentsMay Hold Notes.  The SENCollateral Agent or any agent of the SEN Collateral Agent, in its individualcapacity or any other capacity, may become the owner or pledgee of the Noteswith the same rights it would have if it were not the SEN Collateral Agent.

 

Section 13.5.          Reliance by SEN Collateral Agent;Indemnity Against Liabilities.

 

#### (a)   Whenever in the administration of its dutieshereunder or under any other Operative Document, the SEN Collateral Agent shalldeem it necessary or desirable that a matter be proved or established prior totaking, suffering or omitting any action hereunder or under any other OperativeDocument, such matter (unless other evidence in respect thereof be specificallyprescribed hereunder or in any other Operative Document) may, be deemed to beconclusively proved and established by a certificate of a Responsible Officerdelivered to the SEN Collateral Agent and such certificate, shall be fullwarranty to the SEN Collateral Agent for any action taken, suffered or omittedby it under the provisions of this Indenture or any other Operative Document inreliance thereon.  Except with respectto its express obligations set forth hereunder or under any other OperativeDocument, before the SEN Collateral Agent acts or refrains from actinghereunder or under any other Operative Document, the SEN Collateral Agent mayrequire an Opinion of Counsel with respect to such matters as the SENCollateral Agent reasonably

 

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deems necessary.  The SENCollateral Agent shall not be liable for any action it takes or omits to takein reliance on any Opinion of Counsel.

 

#### (b)   The SEN Collateral Agent may rely, and shallbe fully protected in relying, upon any resolution, statement, instruction,certificate, instrument, request, opinion, report, notice, request, direction,consent, order, bond or other paper, document or communication which itreasonably believes to be genuine and to have been signed or presented by theproper party or parties or, in the case of cables, telecopies, telexes orfacsimile transmissions, to have been sent by the proper party or parties.  In the absence of its bad faith, grossnegligence or willful misconduct, the SEN Collateral Agent may relyconclusively as to the truth of the statements and the correctness of theopinions expressed therein, upon any resolution, statement, instruction,certificate, instrument, request, opinion, report, notice, request, direction,consent, order, bond or other paper, document or communication furnished to theSEN Collateral Agent in connection with this Indenture or any other OperativeDocument.  The SEN Collateral Agentshall not be bound to make any investigation into the facts or matters statedin any such resolution, statement, instruction, certificate, instrument,request, opinion, report, notice, request, direction, consent, order, bond orother paper, document or communication.

 

#### (c)   No provision of this Indenture or any otherOperative Document shall require the SEN Collateral Agent to expend or risk itsown funds or otherwise incur any financial liability in the performance of anyof its duties hereunder or thereunder, or in the exercise of any of its rightsor powers.

 

#### (d)   Any communication of the SEN Trustee to theSEN Collateral Agent shall be evidenced by a written document, signed in thename of the SEN Trustee by a Responsible Officer of the SEN Trustee, and anycommunication by Borrower to the SEN Collateral Agent shall be evidenced by awritten document, signed in the name of Borrower by a Responsible Officer ofBorrower.

 

Section 13.6.          Indemnification of SEN CollateralAgent.

 

#### (a)   Section 11.01 of the Common Agreementshall be deemed to be incorporated herein as if the same were set out in fullherein.

####  

#### (b)   The obligations of Borrower and eachGuarantor to pay and reimburse the SEN Collateral Agent in accordance with Section13.6(a) hereof shall survive payment of the Notes, the resignation orremoval of such SEN Collateral Agent and the satification and discharge of thisIndenture.

 

Section 13.7.          Resignation and Removal of the SENCollateral Agent.

 

#### (a)   **The SEN Collateral Agent may at any time, by giving thrity(30) days’ written notice to  Borrower,the SEN Trustee and the SEN Holders, resign and be discharged of theresponsibilities created hereby and under any other Operative Document, suchresignation to become effective upon the appointment of a successor agent ashereinafter provided and the acceptance of such appointment by such agent.  The SEN Collateral Agent may be removed atany time with or without cause by the Required SEN Holders, such removal to becomeeffective upon the appointment of a successor agent as hereinafter provided andthe acceptance of such**

** **

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** **

**appointment by such agent.  If no successor agent shall be appointed andapproved by the Required SEN Holders pursuant to****Section 13.7(b)****within thirty(30) days from the date of such resignation or removal, the SEN CollateralAgent or any of the SEN Holders may apply to any court of competentjurisdiction to appoint a successor agent to act until such time, if any, as asuccessor agent shall have been appointed by the Required SEN Holders.  Any successor agent so appointed by suchcourt shall immediately and without further act be superseded by any successoragent approved by the Required SEN Holders.**

 

#### (b)   **If at any time the SEN Collateral Agent shall resign or beremoved as provided in****Section 13.7(a)****or otherwisebecome incapable of acting, or if at any time a vacancy shall occur in theoffice of the SEN Collateral Agent for any other cause, a successor agent shallbe appointed by the Required SEN Holders, and the powers, duties, authority andtitle of the predecessor agent shall be terminated and cancelled withoutprocuring the resignation of such predecessor agent, and without any formality(except as may be required by applicable law) other than the appointment anddesignation of an agent in writing, duly acknowledged, delivered to thepredecessor agent and filed for the record in each public office, if any, inwhich any of the Operative Documents are required to be filed.**

 

#### (c)   **The appointment and designation referred to in****Section 13.7(b)****shall, after anyrequired filing, be full evidence of the right and authority to make the sameand of all the facts therein recited, and this Indenture shall vest in suchsuccessor agent, without any further act, deed or conveyance, all of the estateand title of its predecessor, and, if required, upon such filing for record thesuccessor agent shall become fully vested with all the estates, properties,rights, powers, duties, obligations, authority and title of such predecessorhereunder and other each and any other Operative Document and such predecessorshall deliver any securities and monies held by it to such successoragent.  Should a supplemental indenturehereto or any deed, conveyance, financing statement or other instrument inwriting from Borrower or the SEN Trustee be required by any successor agent tovest more fully and certainly in such successor agent the estates, properties,rights, powers, duties, authority and title vested or intended to be vested inthe predecessor agent, any and all such supplemental indentures, deeds,conveyances, financing statements and other instruments in writing shall, onrequest of such successor agent, be executed, acknowledged and delivered byBorrower or the SEN Trustee, as applicable.**

 

#### (d)   **Any filing for record of the**instrument**appointing asuccessor agent as hereinabove provided shall be at the sole expense ofBorrower.  The resignation of any agentand the instrument or instruments removing any agent, together with all otherinstruments, deeds and conveyances provided for in this****Section 13.7****shall, ifrequired by law, be forthwith recorded, registered and filed at the soleexpense of Borrower and the SEN Trustee wherever this Indenture is recorded,registered and filed.**

 

#### (e)   **Any successor agent appointed by a court of competentjurisdiction or otherwise pursuant to the provisions of this****Section 13.7****shall notifyeach SEN Holder of such appointment and shall be a national banking associationor a bank or trust company authorized to exercise corporate trust powers underthe laws of the State of New York and authorized by law and its charter toperform all the duties imposed upon it by the Operative Documents.  In addition, such successor agent shall have(i) capital stock and surplus aggregating not less than $500,000,000, (ii) acredit rating with respect to its long-term unsecured debt obligations of at**

#### ** **

#### **15**

#### 

#### ** **

**least “AA” and “Aa2” (A) fromStandard and Poor’s and Moody’s, respectively, or (B) if not rated by bothrating agencies, by at least Standard & Poor’s, and (iii) its CorporateTrust Office in the State of New York.**

#### ** **

#### **(f)    Any Person intowhich the SEN Collateral Agent may be merged or converted or with which it maybe consolidated or any Person resulting from any merger, conversion orconsolidation to which it shall be a party or any Person to which the SENCollateral Agent may sell or transfer all or substantially all of its corporatetrust business, shall be the successor to the SEN Collateral Agent without theexecution or filing of any paper or the performance of any further act;****provided****, that suchPerson shall be a national banking association or a bank or trust companyauthorized to exercise corporate trust powers under the laws of the State ofNew York and authorized by law and its charter to perform all the dutiesimposed upon it by the Operative Documents; and provided, further, that suchPerson shall have (i) capital stock and surplus aggregating not less than$500,000,000, (ii) a credit rating with respect to its long-term unsecured debtobligations of at least “AA,” and “Aa2” (A) from Standard & Poor’s andMoody’s, respectively, or (B) if not rated by both rating agencies, by at leastStandard & Poor’s, and (iii) its Corporate Trust Office in the State of NewYork.**

####  

## Section13.8.          Acceptance of Appointment by SENCollateral Agent.  TheSEN Collateral Agent agrees to perform the duties and exercise the rights,powers, and privileges of the SEN Collateral Agent hereunder and under anyother Operative Document to which it is a party for the equal and ratablebenefit of all SEN Holders and agrees that the SEN Collateral Agent (and anyPerson acting as successor agent, co-agent or separate agent hereunder) shallbe answerable or accountable for its acts or omissions hereunder only under thecircumstances set forth in this Indenture.

##  

## Section13.9.          Capacity in Which Acting.  The SEN Collateral Agent actssolely as collateral agent as provided herein, and HSBC does not act hereunderin its individual capacity.  HSBC shallnot be answerable or accountable under any circumstances, and shall not beliable for any payment, cost, expense or liability, except for liabilities thatmay result from its own willful misconduct or gross negligence or as otherwiseexpressly provided in each of the Operative Documents to which the SENCollateral Agent is a party.

 

## Section13.10.        Notice of an Event of Default.  Upon the receipt by the SENCollateral Agent of a certificate of the Shared Payment and Collateral Agentstating that an Event of Default has occurred, the SEN Collateral Agent shallpromptly notify Borrower, the SEN Trustee and the SEN Holders of the receipt ofsuch certificate in accordance with the terms and conditions hereof.  Whether or not an Event of Default shallhave occurred and be continuing and whether or not the SEN Collateral Agentshall have knowledge of such occurrence or continuance, the SEN CollateralAgent shall not be deemed to have actual, constructive, direct or indirectnotice or knowledge of the occurrence of an Event of Default for any purposeunder this Indenture or under any other Operative Document unless and until aResponsible Officer of the SEN Collateral Agent shall have received a notice ofan Event of Default from the Shared Payment and Collateral Agent.  The SEN Collateral Agent shall have noobligation whatsoever either prior to or after receiving such a certificate toinquire whether an

 

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Event of Default has in fact occurred and is continuing and shall beentitled to rely solely and conclusively, and shall be fully protected inrelying, on any such certificate furnished to it by the Shared Payment andCollateral Agent.  The SEN CollateralAgent may (but shall not be obligated to) take action hereunder or under anyother Operative Document on the basis of a Bankruptcy Event whether or not theSEN Collateral Agent has received any certificate stating that a BankruptcyEvent has occurred.  The SEN CollateralAgent shall take no action hereunder or under any other Operative Document onthe basis of any Event of Default (other than a Bankruptcy Event as aforesaid)unless a Responsible Officer of the SEN Collateral Agent shall have received anotice with respect to the occurrence of such Event of Default.

##  

Section 13.11.        Appointment of SEN CollateralAgent as Attorney-in-Fact. Each of Borrower and the SEN Trusteehereby irrevocably constitutes and appoints the SEN Collateral Agent and anyofficer or agent thereof, with full power of substitution, as its true andlawful attorney-in-fact with full irrevocable power and authority in the placeand stead of Borrower or the SEN Trustee, as the case may be, and in the nameof Borrower or the SEN Trust, as the case may be, or in its own name, from timeto time (subject in each case, however, to the terms and conditions hereof) forthe purpose of carrying out the terms of this Indenture, to take any and allappropriate action and to execute any and all documents and instruments thatmay be necessary or desirable to accomplish the purposes of thisIndenture.  The foregoing power ofattorney is coupled with an interest and shall be irrevocable, and each ofBorrower and the SEN Trustee hereby ratifies all that said attorney shalllawfully do or cause to be done by virtue thereof.

 

Section 13.12.        Compensation and Reimbursementof Expenses. Section 11.02 of the Common Agreement shallbe deemed to be incorporated herein as if the same were set out in full herein.

 

Section 13.13.        Covenants. The SEN Collateral Agent herebycovenants and agrees that until the Obligations shall have been paid andperformed in full and this Indenture shall have terminated:

 

(a)           theSEN Collateral Agent shall promptly furnish each SEN Holder with a copy of (i)any financial information, notices, documents or instruments received fromBorrower or the SEN Trustee pursuant to this Indenture and (ii) any notice sentto Borrower with respect to a Default or an Event of Default pursuant to ArticleIX of the Common Agreement;

 

#### (b)           theSEN Collateral Agent shall promptly furnish to Borrower and the SEN Trustee acopy of any notices, documents or instruments received from any Holder pursuantto this Indenture (except any thereof that are confidential in nature asdetermined by any Holder); and

####  

#### (c)           theSEN Collateral Agent shall provide copies of any notice, demand, supplementalindentures or other documents that it gives to Borrower or the SEN Holders tothe SEN Trustee, the Shared Payment and Collateral Agent and the Bank HoldersAdministrative Agent.

##  

Section 13.14.        Fee Agreement. The Collateral Fee Agreement (asdefined in the SEN Security Agreement) provides for the compensation of the SENCollateral Agent hereunder

 

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for its services as such, and the SEN Collateral Agent will not look tothe Holders for any payment for such services.

 

**ARTICLE XIV**

 

**DIRECTIONOF ACTIONS**

 

Section 14.1.          Directions by Required SEN Holders.The Required SEN Holders by one or more acts shall have the right to direct, orto request that the SEN Collateral Agent direct, the time, method and place ofconducting any proceeding hereunder or under any other Operative Document, orto exercise any remedy available to the SEN Collateral Agent hereunder orthereunder that is for the benefit of the Holders; provided, however,that (i) no such action or direction shall modify any provision that isintended to benefit the SEN Collateral Agent, (ii) the SEN Collateral Agentshall not be required to take any such action unless any indemnity that isrequired in respect of such action has been provided, (iii) subject to theterms of this Indenture, the SEN Collateral Agent may take any action deemedproper by the SEN Collateral Agent and that is not inconsistent with suchaction or direction and (iv) no such action or direction shall be contrary tothe terms and conditions of the Common Agreement.

##  

Section 14.2.          Directions to Shared Payment andCollateral Agent. Any direction provided by Borrower, the SENTrustee or the SEN Holders to the Shared Payment and Collateral Agent shall beprovided in accordance with the terms of Article XIII and Section14.14 of the Common Agreement.

 

**ARTICLE XV**

 

**SUPPLEMENTALINDENTURES; WAIVERS**

 

Section 15.1.          Supplemental Indentures.  

####  

#### (a)           Notwithstandinganything to the contrary set forth herein, any supplemental indenture ormodification hereof shall be subject to the terms and conditions set forth in Section14.01(b) of the Common Agreement. In the case of any conflict between thisIndenture and the Common Agreement with respect to any supplemental indentureor modifications of this Indenture, the terms and conditions of the CommonAgreement shall control.

####  

#### (b)           Noneof Borrower, the SEN Trustee or the SEN Collateral Agent nor any of theirAffiliates will solicit, request or negotiate for or with respect to anyproposed waiver or amendment of any of the provisions of this Indenture inaccordance with the terms and conditions set forth in this Section 15.1unless each SEN Holder shall be informed thereof by Borrower, the SEN Trusteeor the SEN Collateral Agent and shall be afforded the opportunity ofconsidering the same and shall be supplied with sufficient information toenable it to make an informed decision with respect thereto.  None of Borrower, the SEN Collateral Agent,nor any of their Affiliates will, directly or indirectly, pay or cause to bepaid any remuneration, whether by way of supplemental or additional interest,fee or otherwise, to any SEN Holder as consideration for or as an inducement tothe entering into by such SEN Holder of any such amendment or

 

18

----

 

waiver unless such remuneration is concurrently offered to be paid andis paid, on the same terms ratably to all SEN Holders.

####  

#### (c)           Nosupplemental indenture or modification hereof shall amend any provision of thisIndenture affecting the rights, duties or obligations of the SEN CollateralAgent without the consent of the SEN Collateral Agent.

##  

Section 15.2.          Notice of Supplemental Indenture.  Promptly after the execution by Borrower,the SEN Trustee and the SEN Collateral Agent of any supplemental indenturepursuant to the provisions hereof, the SEN Collateral Agent shall give noticethereof to the Shared Payment and Collateral Agent and the SEN Holders, in eachcase setting forth the terms of such supplemental indenture.  Any failure of the SEN Collateral Agent tomail such notice, or any defect therein, shall not, however, in any way impairor affect the validity of any such supplemental indenture.

##  

Section 15.3.          Effect of Supplemental Indenture.  Upon the execution of any supplementalindenture pursuant to the provisions hereof, this Indenture shall be modifiedand amended in accordance therewith and the respective rights, limitations ofrights, obligations, duties and immunities under this Indenture of Borrower,the SEN Trustee and the SEN Holders shall thereafter be determined, exercisedand enforced hereunder subject in all respects to such modifications andamendments.  All the terms andconditions of any such supplemental indenture shall be part of the terms andconditions of this Indenture for any and all purposes and every current andfuture SEN Holder shall be bound thereby.

##  

Section 15.4.          Documents to Be Given to SENCollateral Agent.  TheSEN Collateral Agent shall receive a certificate of a Responsible Officer ofBorrower and the SEN Trustee and an Opinion of Counsel as conclusive evidencethat any supplemental indenture executed pursuant to the terms hereof complieswith the applicable provisions of this Indenture.

##  

Section 15.5.          Waiver of Trust Indenture.  No waiver of any provision of this Indentureshall be effective unless the same is contained in a supplemental indenturethat has been approved, executed and delivered in accordance with the termshereof.

##  

Section 15.6.          Notation on Notes in Respect ofSupplemental Indenture. Notes authenticated and delivered after the execution of anysupplemental indenture pursuant to the terms hereof may bear a notation in aform approved by the SEN Collateral Agent as to any matter provided for in suchsupplemental indenture.  If Borrower orthe SEN Trustee, as applicable, shall so determine, Notes modified to conformto any modification of this Indenture contained in any such supplementalindenture may be prepared by Borrower or the SEN Trustee, as applicable, at itsown expense, authenticated by the SEN Collateral Agent and delivered inexchange for the Notes then outstanding.

 

19

----

 

 

**ARTICLE XVI**

 

**MISCELLANEOUS**

 

Section 16.1.          Notices.  Withrespect to all notices to be given hereunder, Section 14.14 of theCommon Agreement shall be deemed to be incorporated herein as if the same wereset out in full herein.

##  

Section 16.2.          Limitation of Rights.  Nothing expressed or implied in thisIndenture or the Notes shall give any Person other than the SEN CollateralAgent, Borrower or the SEN Trustee any right, remedy or claim under or withrespect to this Indenture.

 

Section 16.3.          Successors and Assigns.  All of the covenants, stipulations, promisesand agreements in this Indenture contained made by or on behalf of Borrower orthe SEN Trustee shall bind each such party’s successors and assigns, whether soexpressed or not.

##  

Section 16.4.          Amendments and Waivers.  Section 14.01(b) of the CommonAgreement shall be deemed to be incorporated herein as if the same were set outin full herein.

##  

Section 16.5.          Effect of Headings.  With respect to any headings contained herein, Section 14.04of the Common Agreement shall be deemed to be incorporated herein as if thesame were set out in full herein.

##  

Section 16.6.          Severability. Section 14.05 of the Common Agreement shall be deemed to beincorporated herein as if the same were set out in full herein.

##  

Section 16.7.          Counterparts. This Indenture may be executed in one or more counterparts, each ofwhich shall be an original and all of which when taken together shallconstitute one and the same instrument.

##  

Section 16.8.          Currency.  Section14.06 of the Common Agreement shall be deemed to be incorporated herein asif the same were set out in full herein.

##  

Section 16.9.          **GOVERNING LAW.****  THISINDENTURE AND THE NOTES SHALL BE GOVERNED BY AND INTERPRETED IN ALL RESPECTS INACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTSOF LAW PRINCIPLES THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERALOBLIGATIONS LAW OF THE STATE OF NEW YORK).**

## ** **

Section 16.10.        Consentto Jurisdiction; Process Agent. Section 14.22 of the Common Agreement shall be deemed to beincorporated herein as if the same were set out in full herein.

##  

Section 16.11.        Waiver of Jury Trial.  Section 14.20 of the Common Agreementshall be deemed to be incorporated herein as if the same were set out in fullherein.

 

20

----

 

Section 16.12.        Waiver of Immunity.  Section 14.17 of the Common Agreement shall be deemed tobe incorporated herein as if the same were set out in full herein.

 

Section 16.13.        Tax Treatment. Section 14.11 of the Common Agreement shall be deemed to beincorporated herein as if the same were set out in full herein.

 

Section 16.14.        Disclosure to Other Persons.  Section 14.12 of the Common Agreementshall be deemed to be incorporated herein as if the same were set out in fullherein.

 

Section 16.15.        SEN Trustee Acting on Behalf of theSEN Trust. It is understood by the Holders and the partieshereto that the sole recourse of the Holders and the parties hereto in respectof the obligations of the SEN Trust hereunder to which it  is a party shall be to the assets of the SENTrust.  In addition, The Bank of NewYork is entering into this Agreement solely in its capacity as trustee underthe SEN Trust Agreement and not in its individual capacity (except as expresslystated herein), and in no case shall The Bank of New York (or any Person actingas successor trustee under the SEN Trust Agreement) be personally liable for oron account of any of the statements, representations, warranties, covenants orobligations stated to be those of the SEN Trust hereunder, all such liability,if any, being expressly waived by the Holders and the parties hereto and anyPerson claiming by, through or under such party.

 

Section 16.16.        No Third Party Beneficiaries.  Section 14.16 of the Common Agreementshall be deemed to be incorporated herein as if the same were set out in fullherein.

 

Section 16.17.        Amendment and Restatement . As of theEffective Date, certain other provisions of the Original Trust Indenture areconcurrently herewith being amended and restated pursuant to the SEN SecurityAgreement and the Common Agreement, and this Indenture, the SEN SecurityAgreement and the Common Agreement, collectively constitute an amendment andrestatement of the Original Trust Indenture in its entirety with respect to theExisting Medimsa Notes and the Existing Secured Notes.

 

Section 16.18.        Use of English Language.  Section 14.18 of the Common Agreementshall be deemed to be incorporated herein as if the same were set out in fullherein.

 

21

----

 

IN WITNESS WHEREOF, the parties hereto have causedthis Amended and Restated Trust Indenture to be duly executed as of the datefirst written above.

 

 
|   | THE BANK OF NEW YORK,  not in its individual capacity but solely as trustee of   GRUPO MEXICO EXPORT MASTER TRUST NO.1,  as issuer of the Secured Notes |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                    |
|   |                                                                                                                                                    |
|   | By:                                                                                                                                                     | /s/ Janie K. Choi |   |
|   |                                                                                                                                                    | Name:  Janie  K. Choi |
|   |                                                                                                                                                    | Title:Vice President |

 

----

 

 
|   | GRUPO MINERO MEXICO, S.A. DE C.V.,  as issuer of the Borrower Notes |
|--------|---------------------------------------------------------------------|
|   |                                                                |
|   |                                                                |
|   | By:                                                                 | /s/ Daniel Tellechea Salido |   |
|   |                                                                | Name: Daniel Tellechea Salido |
|   |                                                                | Title:   Attorney-in-fact |

 

 

----

 
|   | HSBC BANK USA,  as SEN Collateral Agent |
|--------|-----------------------------------------|
|   |                                    |
|   |                                    |
|   | By:                                     | /s/ Harriet Drandoff |   |
|   |                                    | Name:   Harriet Drandoff |
|   |                                    | Title:  Vice  President |

 

 

----

 

**APPENDIXA**

**to the AMENDED AND RESTATED TRUSTINDENTURE**

 

As used in this Indenture and any other document that, by its terms,incorporates these definitions, the following terms shall have the followingmeanings, except to the extent otherwise expressly defined therein.  Except as otherwise indicated, all theagreements or instruments herein defined or referred to shall mean suchagreements or instruments as the same may be supplemented or amended from timeto time or the terms thereof waived or modified to the extent permitted by, andin accordance with, the terms thereof.

** **

**“BankruptcyEvent”**  means theoccurrence of an Event of Default under either Section 9.01(i) or Section9.01(j) of the Common Agreement.

 

“**BorrowerNotes**” means, collectively, each Series C-1, Series C-2, Series D-1,Series D-2, Series E-1 and Series E-2 certificated promissory note, to beissued by Borrower in accordance with and pursuant to Section 2.2, and,each to be substantially in the form indicated therein.

 

**“BorrowerOrder”** means a written request or order signed in the name ofBorrower by a Responsible Officer of Borrower and delivered to a ResponsibleOfficer of the SEN Collateral Agent.

** **

**“CorporateTrust Office”** shall mean the principal corporate trust officeof the SEN Collateral Agent at which at any particular time its corporate trustbusiness shall be administered, which office is, on the Effective Date, locatedat 452 Fifth Avenue, New York, NY 10018; Attn: Issuer Services; provided, thatfor purposes of Sections 4.6 and 4.7 of this Indenture, such officeshall be 1 Hansen Place, Brooklyn, NY 11243.

 

“**EffectiveDate**” shall mean the date of execution and delivery of thisIndenture and the date upon which all of the conditions precedent set forth in ArticleVII hereof shall have been satisfied or waived.

 

“**ExistingMedimsa Notes**” means, collectively, each of the certificatedpromissory notes issued by México Desarollo Industrial Minera, S.A. de C.V., a *sociedad anónima de capital variable*organized and existing under the laws of Mexico, under the Original TrustIndenture, as amended or supplemented from time to time.

 

“**ExistingSecured Notes**” means, collectively, each of the certificatedpromissory notes issued by the SEN Trust under the Original Trust Indenture, asamended or supplemented from time to time.

** **

**“ExistingSEN Agreements”** mean each of the agreements set forth on ScheduleA hereto.

 

“**Holders**”means, collectively, the SEN Trustee and each SEN Holder.

 

“**Loans**”means, collectively, the Trust Loans and the SEN Loans.

** **

**“Notes”**means, collectively, the Borrower Notes and the Secured Notes.

 

A-1

----

 

**“Opinionof Counsel”** means a written opinion of legal counsel toBorrower or the SEN Trustee, as applicable, in form and substance satisfactoryto the SEN Collateral Agent and which counsel shall be reasonably acceptable tothe SEN Collateral Agent.

 

 “**Outstanding**”, when used withreference to the Notes, subject to the terms and conditions hereof, shall meanas of any particular time all Notes authenticated and delivered by the SENCollateral Agent under this Indenture, except (a) Notes theretofore cancelledby the SEN Collateral Agent or delivered to the SEN Collateral Agent forcancellation or held by the SEN Collateral Agent for reissuance but notreissued by the SEN Collateral Agent, (b) Notes or portions thereof that havebeen called for redemption in accordance with their terms or that have becomedue and payable at maturity or otherwise and with respect to which moniessufficient to pay the principal thereof and any premium, interest or otheramounts thereon shall have been made available to the SEN Collateral Agent or(c) Notes in lieu of or in substitution for which other Notes shall have beenauthenticated and delivered pursuant to Section 4.8.

** **

**“ResponsibleOfficer”** means, with respect to any Person other than the SENCollateral Agent, the SEN Trustee or Borrower, a duly elected or appointed,authorized, and acting officer, agent or representative of such Person.  **“Responsible Officer”** when used withrespect to the SEN Collateral Agent means any officer thereof, includingwithout limitation any vice president, assistant vice president, assistanttreasurer, assistant secretary or other officer or employee of the SENCollateral Agent, as the case may be, customarily performing functions similarto those performed by any of the above-designated officers responsiblefor the administration of this Indenture. **“ResponsibleOfficer”** when used with respect to Borrower, unless the context otherwiserequires, the president, chief executive officer, chief financial officer, vicepresident, principal accounting officer or treasurer of Borrower or otherexecutive officer of Borrower who in the normal performance of his or heroperational duties would have knowledge of the subject matter relating to anycertificate, report or notice to be delivered or given under the Indenture orknowledge of any Event of Default. **“Responsible Officer”**when used withrespect to the SEN Trustee means any officer within the corporate trustdepartment of the SEN Trustee, including any vice president, assistant vicepresident, assistant secretary, assistant treasurer, trust officer or any otherofficer of the SEN Trustee who customarily performs functions similar to thoseperformed by the Persons who at the time shall be such officers, respectively,or to whom any corporate trust matter is referred because of such Person’sknowledge of and familiarity with the particular subject and who shall havedirect responsible for the Transaction Documents to which it is a party.

 

“**SecuredNotes**” means, collectively, each Series C-1, Series C-2, Series D-1,Series D-2, Series E-1 and Series E-2 certificated promissory note, to beissued by the SEN Trustee in accordance with and pursuant to Section 3.2,and each to be substantially in the form indicated therein.

** **

**“SENHolders”** means, collectively, each SEN Holder set forth on ScheduleB hereto.

 

“**SENLoans**” means, collectively, the SEN Series C-1 Loan, the SEN SeriesC-2 Loan, the SEN Series D-1 Loan, the SEN Series D-2 Loan, the SEN Series E-1Loan and the SEN Series E-2 Loan.

 

“**SENSeries C-1 Loan**” means an aggregate principal amount ofUS$58,189,387.10.

 

“**SENSeries C-2 Loan**” means an aggregate principal amount ofUS$131,452,455.34.

 

A-2

----

 

“**SENSeries D-1 Loan**” means an aggregate principal amount ofUS$23,462,972.31.

 

“**SENSeries D-2 Loan**” means an aggregate principal amount ofUS$53,003,914.87.

 

“**SENSeries E-1 Loan**” means an aggregate principal amount ofUS$63,552,969.54.

 

“**SENSeries E-2 Loan**” means an aggregate principal amount ofUS$143,569,030.46.

 

“**SeriesC-1 Loans**” means, collectively, the Trust Series C-1 Loan and eachSEN Series C-1 Loan.

 

“**SeriesC-2 Loans**” means, collectively, the Trust Series C-2 Loan and eachSEN Series C-2 Loan.

 

“**SeriesD-1 Loans**” means, collectively, the Trust Series D-1 Loan and eachSEN Series D-1 Loan.

 

“**SeriesD-2 Loans**” means, collectively, the Trust Series D-2 Loan and eachSEN Series D-2 Loan.

 

“**SeriesE-1 Loans**” means, collectively, the Trust Series E-1 Loan and theSEN Series E-1 Loan.

 

“**SeriesE-2 Loans**” means, collectively, the Trust Series E-2 Loan and theSEN Series E-2 Loan.

 

“**TrancheA Loans**” means, collectively, the SEN Series C-1 Loans, the SENSeries D-1 Loans and the SEN Series E-1 Loans.

 

“**TrancheB Loans**” means, collectively, the SEN Series C-2 Loans, the SENSeries D-2 Loans and the SEN Series E-2 Loans.

 

“**TrustAgreement**” means that certain Grupo Mexico Export Master TrustAgreement dated as of November 17, 1995, by and between BONY, as trustee, and México Desarollo Industrial Minera,S.A. de C.V.

 

“**TrustLoans**” means, collectively, the Trust Series C-1 Loan, the TrustSeries C-2 Loan, the Trust Series D-1 Loan, the Trust Series D-2 Loan, theTrust Series E-1 Loan and the Trust Series E-2 Loan.

 

“**TrustOrder**” means a written request or order signed in the name of theSEN Trustee by a Responsible Officer of the SEN Trustee and delivered to aResponsible Officer of the SEN Collateral Agent.

 

“**TrustSeries C-1 Loan**” means an aggregate principal amount ofUS$58,189,387.10.

 

“**TrustSeries C-2 Loan**” means an aggregate principal amount ofUS$131,452,455.34.

 

“**TrustSeries D-1 Loan**” means an aggregate principal amount ofUS$23,462,972.31.

 

“**TrustSeries D-2 Loan**” means an aggregate principal amount ofUS$53,003,914.87.

 

“**TrustSeries E-1 Loan**” means an aggregate principal amount ofUS$63,552,969.54.

 

“**TrustSeries E-2 Loan**” means an aggregate principal amount ofUS$143,569,030.46.

 

A-3

----

 

SCHEDULE A

to the AMENDED ANDRESTATED TRUST INDENTURE

 

**EXISTING SEN AGREEMENTS**

 

1.               ORIGINAL TRUSTINDENTURE

 

2.               MASTER TRUSTAGREEMENT, DATED AS OF NOVEMBER 20, 1995, AMONG [GMM, AS SUCCESSOR IN INTERESTTO] MEXICO DESAROLLO INDUSTRIAL MINERO, S.A. DE C.V., A SOCIEDAD ANONIMA DECAPITAL VARIABLE ORGANIZED AND EXISTING UNDER THE LAWS OF MEXICO, AND THE SENTRUSTEE, AS AMENDED, MODIFIED OR SUPPLEMENTED FROM TIME TO TIME

 

3.               EXISTING MEDIMSANOTES

 

4.               EXISTING SECURED NOTES

 

----

 

SCHEDULEB

to the AMENDED ANDRESTATED TRUST INDENTURE

 

**GUARANTORS**

 

1.               MINERA MEXICO, S.A.DE C.V.

 

2.               INDUSTRIAL MINERAMEXICO, S.A. DE C.V.

 

3.               MINERA MEXICOINTERNACIONAL, INC.

 

4.               MEXICANA DE COBRE,S.A. DE C.V.

 

5.               MINERALES METALICOSDEL NORTE, S.A.

 

6.               MEXICANA DECANANEA, S.A. DE C.V.

 

7.               MEXICANA DEL ARCO,S.A. DE C.V.

 

8.               MINERALES Y MINASMEXICANAS, S.A. DE C.V.

 

9.               COMPANIA DETERRENOS E INVERSIONES DE SAN LUIS POTOSI S.C. POR A., S.A.

 

10.         MEXICO COMPANIAINMOBILIARIA, S.A.

 

11.         PROYECCIONES URBANISTICASS. DE R.L. DE C.V.

 

----

 

SCHEDULEC

to the AMENDED ANDRESTATED TRUST INDENTURE

 

**SENHOLDERS**

 

1.               LUCENT TECHNOLOGIESINC. MASTER PENSION TRUST

 

2.               COMMONWEALTH OFPENNSYLVANIA STATE EMPLOYEE’S RETIREMENT SYSTEM

 

3.               JOHN HANCOCKVARIABLE LIFE INSURANCE COMPANY

 

4.               JOHN HANCOCK LIFEINSURANCE COMPANY

 

5.               MELLON BANK, N.A.,Trustee for the Bell Atlantic Master Trust

 

6.               MELLON BANK, NA.,Trustee under the Long-Term Investment Trust

 

7.               GRUPO MEXICO SERIESE PASS THROUGH TRUST

 

8.               SIGLER & CO.

 

9.               NEW YORK LIFEINSURANCE COMPANY

 

10.         SOUTHLAND LIFE INSURANCECOMPANY

 

11.         LIFE INSURANCE COMPANY OFGEORGIA

 

12.         SECURITY LIFE OF DENVERINSURANCE COMPANY

 

13.         CONNECTICUT GENERAL LIFEINSURANCE COMPANY

 

14.         LIFE INSURANCE COMPANY OFNORTH AMERICA

 

15.         THE LINCOLN NATIONAL LIFEINSURANCE COMPANY

 

16.         ACE AMERICAN REINSURANCECOMPANY

 

17.         THE PRUDENTIAL INSURANCECOMPANY OF AMERICA

 

18.         PACIFIC LIFE INSURANCECOMPANY

 

19.         TEACHERS INSURANCE ANDANNUITY ASSOCIATION OF AMERICA

 

20.         METROPOLITAN LIFE INSURANCECOMPANY

 

----

 

SCHEDULE 2.1

to the AMENDED ANDRESTATED TRUST INDENTURE

 

**BORROWER NOTES AND EXISTING MEDIMSA NOTES**

 
| **HOLDER**                             |   | **EXISTING  MEDIMSA NOTES  BEING TENDERED**             |   | **BORROWER  NOTES BEING ISSUED**                                              |
|----------------------------------------|--------|---------------------------------------------------------|--------|-------------------------------------------------------------------------------|
| GRUPO MEXICO EXPORT MASTER TRUST NO. 1 |   | US$   200,000,000 Medimsa Guaranteed Note Series C |   | US$58,189,387.10 Series C-1 Borrower Promissory  Fixed Rate Note Due 2007     |
|                                   |   |                                                    |   |                                                                          |
| GRUPO MEXICO EXPORT MASTER TRUST NO. 1 |   |                                                    |   | US$131,452,455.34 Series C-2 Borrower Promissory  Fixed Rate Note Due 2007    |
|                                   |   |                                                    |   |                                                                          |
| GRUPO MEXICO EXPORT MASTER TRUST NO. 1 |   | US$   80,000,000 Medimsa Guaranteed Note Series D  |   | US$23,462,972.31 Series D-1 Borrower Promissory  Fixed Rate Note Due 2007     |
|                                   |   |                                                    |   |                                                                          |
| GRUPO MEXICO EXPORT MASTER TRUST NO. 1 |   |                                                    |   | US$53,003,914.87 Series D-2 Borrower Promissory  Fixed Rate Note Due 2007     |
|                                   |   |                                                    |   |                                                                          |
| GRUPO MEXICO EXPORT MASTER TRUST NO. 1 |   | US$   220,000,000 Medimsa Guaranteed Note Series E |   | US$63,552,969.54 Series E-1 Borrower Promissory  Floating Rate Note Due 2007  |
|                                   |   |                                                    |   |                                                                          |
| GRUPO MEXICO EXPORT MASTER TRUST NO. 1 |   |                                                    |   | US$143,569,030.46 Series E-2 Borrower Promissory  Floating Rate Note Due 2007 |

 

----

 

SCHEDULE 3.1

to the AMENDED ANDRESTATED TRUST INDENTURE

 

**SECURED NOTES AND EXISTING SECURED NOTES**

 
| **SEN HOLDER**                                                                   |   | **EXISTING  SECURED NOTES**                                                          |   | **SECURED  NOTES BEING ISSUED**                                                                                                                                                                                                                                                           |
|----------------------------------------------------------------------------------|--------|--------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Commonwealth of Pennsylvania State Employees  Retirement System (SERS & CO.) |   | US$3,000,000 Series C Secured Note (C-17)  US$1,000,000 Series D Secured Note (D-16) |   | US$872,840.81 Series C-1 Secured Promissory Fixed  Rate Note Due 2007  US$1,971,786.83 Series C-2 Secured Promissory Fixed Rate Note Due 2007  US$293,287.15 Series D-1 Secured Promissory Fixed Rate Note Due 2007  US$662,548.94 Series D-2 Secured Promissory Fixed Rate Note Due 2007 |
|                                                                             |   |                                                                                 |   |                                                                                                                                                                                                                                                                                      |
| John Hancock Variable Life Insurance Company                                     |   | US$4,000,000 Series C Secured Note (C-9)                                             |   | US$1,163,787.74 Series C-1 Secured Promissory Fixed  Rate Note Due 2007  US$2,629,049.11 Series C-2 Secured Promissory Fixed Rate Note Due 2007                                                                                                                                           |
|                                                                             |   |                                                                                 |   |                                                                                                                                                                                                                                                                                      |
| John Hancock Life Insurance Company                                              |   | US$30,000,000 Series C Secured Note(C-18)                                            |   | US$8,728,408.07 Series C-1 Secured Promissory Fixed  Rate Note Due 2007                                                                                                                                                                                                                   |

 

----

 
|   |   | US$29,000,000 Series C Secured Note(C-8)  US$2,000,000 Series C Secured Note(C-13)  US$500,000 Series C Secured Note (C-21)  US$500,000 Series C Secured Note (C-23)  US$2,000,000 Series D Secured Note(D-32)  US$20,000,000 Series D Secured Note   (D-33) |   | US$8,437,461.13 Series C-1 Secured Promissory Fixed  Rate Note Due 2007  US$581,893.87 Series C-1 Secured Promissory Fixed Rate Note Due 2007  US$145,473.47 Series C-1 Secured Promissory Fixed Rate Note Due 2007  US$145,473.47 Series C-1 Secured Promissory Fixed Rate Note Due 2007  US$19,717,868.30 Series C-2 Secured Promissory Fixed Rate Note Due 2007  US$19,060,606.02 Series C-2 Secured Promissory Fixed Rate Note Due 2007  US$1,314,524.55 Series C-2 Secured Promissory Fixed Rate Note Due 2007  US$328,631.14 Series C-2 Secured Promissory Fixed Rate Note Due 2007  US$328,631.14 Series C-2 Secured Promissory Fixed Rate Note Due 2007  US$586,574.31 Series D-1 Secured Promissory Fixed Rate Note Due 2007  US$5,865,743.08 Series D-1 Secured Promissory Fixed Rate Note Due 2007 |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

----

 
|                                                                                 |   |                                                                                |   | US$1,325,097.87 Series D-2 Secured Promissory Fixed  Rate Note Due 2007  US$13,250,978.72 Series D-2 Secured Promissory Fixed Rate Note Due 2007                                                                                                                                              |
|--------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                 |   |                                                                                |   |                                                                                                                                                                                                                                                                                          |
| Mellon Bank, N.A., Trustee for the Bell Atlantic  Master Trust                       |   | US$4,000,000 Series C Secured Note (C-10)  US$2,000,000 Series D Secured Note (D-2) |   | US$1,163,787.74 Series C-1 Secured Promissory Fixed  Rate Note Due 2007  US$2,629,049.11 Series C-2 Secured Promissory Fixed Rate Note Due 2007  US$586,574.31 Series D-1 Secured Promissory Fixed Rate Note Due 2007  US$1,325,097.87 Series D-2 Secured Promissory Fixed Rate Note Due 2007 |
|                                                                                 |   |                                                                                |   |                                                                                                                                                                                                                                                                                          |
| Mellon Bank, N.A., Trustee for the Long-Term  Investment Trust dated October 1, 1996 |   | US$1,915,000 Series C Secured Note (C-15)                                           |   | US$557,163.38 Series C-1 Secured Promissory Fixed  Rate Note Due 2007  US$1,258,657.26 Series C-2 Secured Promissory Fixed Rate Note Due 2007                                                                                                                                                 |
|                                                                                 |   |                                                                                |   |                                                                                                                                                                                                                                                                                          |
| Lucent Technologies Inc. Master Pension Trust                                        |   | US$4,085,000.00 Series C Secured Note                                               |   | US$1,188,518.23 Series C-1 Secured Promissory Fixed  Rate Note Due 2007  US$2,684,916.40 Series C-2 Secured Promissory Fixed Rate Note Due 2007                                                                                                                                               |

 

----

 
| Grupo Mexico Series E Pass Through Trust               |   | US$220,000,000, Series E Secured Note                                                                                                                                  |   | US$63,552,969.54 Series E-1 Secured Promissory  Floating Rate Note Due 2007  US$143,569,030.46 Series E-2 Secured Promissory Floating Rate Note Due 2007                                                                                                                                                                                                                                        |
|--------------------------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                   |   |                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| The Prudential Insurance Company of America            |   | US$60,000,000 Series C Secured Export Note (C-1)                                                                                                                       |   | US$17,456,816.13 Series C-1 Secured Promissory Fixed  Rate Note Due 2007  US$39,435,736.60 Series C-2 Promissory Fixed Rate Note Due 2007                                                                                                                                                                                                                                                       |
|                                                   |   |                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| Teachers Insurance and Annuity Association of  America |   | US$40,000,000 Series C Secured Export Note (C-2)                                                                                                                       |   | US$11,637,877.42 Series C-1 Secured Promissory Fixed  Rate Note Due 2007  US$26,290,491.07 Series C-2 Secured Promissory Fixed Rate Note Due 2007                                                                                                                                                                                                                                               |
|                                                   |   |                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| NYLIM Stratford CDO 2001-1 LTD. (SIGLER & CO.)     |   | US$1,000,000 Series D Secured Note(D-28)  US$1,000,000 Series D Secured Note(D-29)  US$1,000,000 Series D Secured Note(D-30)  US$1,000,000 Series D Secured Note(D-31) |   | US$293,287.15 Series D-1 Secured Promissory Fixed  Rate Note Due 2007  US$662,548.94 Series D-2 Secured Promissory Fixed Rate Note Due 2007  US$293,287.15 Series D-1 Secured Promissory Fixed Rate Note Due 2007  US$662,548.94 Series D-2 Secured Promissory Fixed Rate Note Due 2007  US$293,287.15 Series D-1 Secured Promissory Fixed Rate Note Due 2007  US$662,548.94 Series D-2 Secured |

 

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|                            |   |                                                                                                                                                                   |   | Promissory Fixed Rate Note Due 2007  US$293,287.15 Series D-1 Secured Promissory Fixed Rate Note Due 2007  US$662,548.94 Series D-2 Secured Promissory Fixed Rate Note Due 2007                                                                                                                                                                                                                                                                                                                                                                                                         |
|---------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                            |   |                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| New York Life Insurance Company |   | US$5,000,000 Series D Secured Note(D-19)  US$2,500,000 Series D Secured Note(D-20)  US$2,500,000 Series D Secured Note(D-21)  US$1,000,000 Series D Secured Note(D-27) |   | US$1,466,435.77 Series D-1 Secured Promissory Fixed  Rate Note Due 2007  US$3,312,744.68 Series D-2 Secured Promissory Fixed Rate Note Due 2007  US$733,217.88 Series D-1 Secured Promissory Fixed Rate Note Due 2007  US$1,656,372.34 Series D-2 Secured Promissory Fixed Rate Note Due 2007  US$733,217.88 Series D-1 Secured Promissory Fixed Rate Note Due 2007  US$1,656,372.34 Series D-2 Secured Promissory Fixed Rate Note Due 2007  US$293,287.15 Series D-1 Secured Promissory Fixed Rate Note Due 2007  US$662,548.94 Series D-2 Secured Promissory Fixed Rate Note Due 2007 |

 

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| Connecticut General Life Insurance Company (CIG  &CO.) |   | US$3,000,000 Series D Secured Note(D-8)  US$3,000,000 Series D Secured Note(D-9) |   | US$879,861.46 Series D-1 Secured Promissory Fixed  Rate Note Due 2007  US$1,987,646.81 Series D-2 Secured Promissory Fixed Rate Note Due 2007  US$879,861.46 Series D-1 Secured Promissory Fixed Rate Note Due 2007  US$1,987,646.81 Series D-2 Secured Promissory Fixed Rate Note Due 2007 |
|------------------------------------------------------------|--------|----------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                       |   |                                                                             |   |                                                                                                                                                                                                                                                                                        |
| Life Insurance Company of North America (CIG &  CO.)   |   | US$3,000,000 Series D Secured Note(D-11)                                         |   | US$879,861.46 Series D-1 Secured Promissory Fixed  Rate Note Due 2007  US$1,987,646.81 Series D-2 Secured Promissory Fixed Rate Note Due 2007                                                                                                                                               |
|                                                       |   |                                                                             |   |                                                                                                                                                                                                                                                                                        |
| ACE American Reinsurance Company (MEDEA & CO.)         |   | US$3,000,000 Series D Secured Note(D-34)                                         |   | US$879,861.46 Series D-1 Secured Promissory Fixed  Rate Note Due 2007  US$1,987,646.81 Series D-2 Secured Promissory Fixed Rate Note Due 2007                                                                                                                                               |
|                                                       |   |                                                                             |   |                                                                                                                                                                                                                                                                                        |
| The Lincoln National Life Insurance Company                |   | US$3,000,000 Series D Secured Note  (D-14)                                  |   | US$879,861.46 Series D-1 Secured Promissory Fixed  Rate Note Due 2007  US$1,987,646.81 Series D-2 Secured Promissory Fixed Rate Note Due 2007                                                                                                                                               |

 

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| Southland Life Insurance Company          |   | US$4,000,000 Series C Secured Export Note (C-4)                                                                                                                                      |   | US$1,163,787.74 Series C-1 Secured Promissory Fixed  Rate Note Due 2007  US$2,629,049.11 Series C-2 Secured Promissory Fixed Rate Note Due 2007                                                                                                                                                                                                                       |
|-------------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                      |   |                                                                                                                                                                                 |   |                                                                                                                                                                                                                                                                                                                                                                  |
| Life Insurance Company of Georgia         |   | US$10,000,000 Series D Secured Note (D-4)  US$4,000,000 Series C Secured Export Note (C-5)                                                                                           |   | US$1,163,787.74 Series C-1 Secured Promissory Fixed  Rate Note Due 2007  US$2,629,049.11 Series C-2 Secured Promissory Fixed Rate Note Due 2007  US$2,932,871.54 Series D-1 Secured Promissory Fixed Rate Note Due 2007  US$6,625,489.36 Series D-2 Secured Promissory Fixed Rate Note Due 2007                                                                       |
|                                      |   |                                                                                                                                                                                 |   |                                                                                                                                                                                                                                                                                                                                                                  |
| Security Life of Denver Insurance Company |   | US$4,000,000 Series C Secured Export Note (C-3)  US$4,000,000 Series C Secured Export Note (C-24)  US$1,000,000 Series D Secured Note(D-22)  US$4,000,000 Series D Secured Note(D-6) |   | US$1,163,787.74 Series C-1 Secured Promissory Fixed  Rate Note Due 2007  US$1,163,787.74 Series C-1 Secured Promissory Fixed Rate Note Due 2007  US$2,629,049.11 Series C-2 Secured Promissory Fixed Rate Note Due 2007  US$2,629,049.11 Series C-2 Secured Promissory Fixed Rate Note Due 2007  US$293,287.15 Series D-1 Secured Promissory Fixed Rate Note Due 2007 |

 

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|                                           |   |                                             |   | US$1,173,148.62 Series D-1 Secured Promissory Fixed  Rate Note Due 2007  US$662,548.94 Series D-2 Secured Promissory Fixed Rate Note Due 2007  US$2,650,195.74 Series D-2 Secured Promissory Fixed Rate Note Due 2007 |
|------------------------------------------------|--------|--------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                           |   |                                             |   |                                                                                                                                                                                                                  |
| Metropolitan Life Insurance Company            |   | US$10,000,000 Series D Secured Note  (D-12) |   | US$2,932,871.54 Series D-1 Secured Promissory Fixed  Rate Note Due 2007  US$6,625,489.36 Series D-2 Secured Promissory Fixed Rate Note Due 2007                                                                       |
|                                           |   |                                             |   |                                                                                                                                                                                                                  |
| Pacific Life Insurance Company (MAC & CO.) |   | US$5,000,000 Series C Secured Export Note (C-20) |   | US$1,454,734.68 Series C-1 Secured Promissory Fixed  Rate Note Due 2007  US$3,286,311.38 Series C-2 Secured Promissory Fixed Rate Note Due 2007                                                                       |

 

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