Exhibit 4(e)


 


U.S. SECURITY
AGREEMENT


 


Dated as of April
29, 2003


 


among


 


GRUPO MINERO
MEXICO, S.A. DE C.V.,


 


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


 


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


MINERA MEXICO
INTERNACIONAL, INC.,


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


MINERALES
METALICOS DEL NORTE, S.A.,


MEXICANA DE
CANANEA, S.A. DE C.V.,


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


MINERALES Y MINAS
MEXICANAS, S.A. DE C.V.,


COMPANIA DE
TERRENOS E INVERSIONES DE SAN LUIS POTOSI,


S.C. POR A., S.A.,



MEXICO COMPAÑIA
INMOBILIARIA, S.A., and


PROYECCIONES
URBANISTICAS, S. DE R.L. DE C.V.


 


and


 


HSBC BANK USA,


as Shared Payment
and Collateral Agent


 


and


 


HSBC BANK USA,


 


acting in its
individual capacity


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE 1

  	
  DEFINITIONS

  
	
   

  	
   

  
	
  1.1

  	
  Certain Defined Terms

  
	
   

  	
   

  
	
  1.2

  	
  Other Interpretive Provisions

  
	
   

  	
   

  
	
  ARTICLE 2

  	
  PLEDGE OF COLLATERAL

  
	
   

  	
   

  
	
  2.1

  	
  Grant of Security Interest

  
	
   

  	
   

  
	
  2.2

  	
  Continuing Security Interest; Transfer of
  Notes

  
	
   

  	
   

  
	
  2.3

  	
  Grantors Remain Liable

  
	
   

  	
   

  
	
  2.4

  	
  Security Interest Absolute, etc

  
	
   

  	
   

  
	
  2.5

  	
  Waiver, etc

  
	
   

  	
   

  
	
  2.6

  	
  Postponement of Subrogation and
  Contribution

  
	
   

  	
   

  
	
  2.7

  	
  Control
  Accounts

  
	
   

  	
   

  
	
  2.8

  	
  Operational Accounts

  
	
   

  	
   

  
	
  ARTICLE 3

  	
  FURTHER ASSURANCES; REMEDIES

  
	
   

  	
   

  
	
  3.1

  	
  Further Assurances; Remedies

  
	
   

  	
   

  
	
  ARTICLE 4

  	
  REPRESENTATIONS AND WARRANTIES

  
	
   

  	
   

  
	
  4.1

  	
  Representations and Warranties

  
	
   

  	
   

  
	
  ARTICLE 5

  	
  THE SHARED PAYMENT AND COLLATERAL AGENT

  
	
   

  	
   

  
	
  5.1

  	
  Shared Payment and Collateral Agent
  Appointed Attorney-in-Fact

  
	
   

  	
   

  
	
  5.2

  	
  Shared Payment and Collateral Agent May
  Perform

  
	
   

  	
   

  
	
  5.3

  	
  Shared Payment and Collateral Agent Has No
  Duty

  
	
   

  	
   

  
	
  5.4

  	
  Reasonable
  Care

  
	
   

  	
   

  
	
  ARTICLE 6

  	
  MISCELLANEOUS

  
	
   

  	
   

  
	
  6.1

  	
  Authorization to file Financing Statements

  
	
   

  	
   

  
	
  6.2

  	
  Limitation of Rights; No Waiver

  
	
   

  	
   

  
	
  6.3

  	
  Notices

  
	
   

  	
   

  
	
  6.4

  	
  Expenses; Indemnity

  
	
   

  	
   

  
	
  6.5

  	
  Amendments,
  etc.

  
	
   

  	
   

  
	
  6.6

  	
  Successors and Assigns

  
	
   

  	
   

  
	
  6.7

  	
  Additional Grantors

  
	
   

  	
   

  
	
  6.8

  	
  Third Party Beneficiaries

  
			



 


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  6.9

  	
  Survival

  
	
   

  	
   

  
	
  6.10

  	
  Captions

  
	
   

  	
   

  
	
  6.11

  	
  Counterparts

  
	
   

  	
   

  
	
  6.12

  	
  Governing
  Law

  
	
   

  	
   

  
	
  6.13

  	
  Consent to Jurisdiction; Process Agent

  
	
   

  	
   

  
	
  6.14

  	
  Waiver of Jury Trial

  
	
   

  	
   

  
	
  6.15

  	
  Severability

  
	
   

  	
   

  
	
  6.16

  	
  Currency

  
	
   

  	
   

  
	
  Exhibit A

  	
  Form of Joinder Agreement

  
	
  Exhibit B

  	
  Form of Shared Account Control Agreements

  
	
   

  	
   

  
	
  Schedule
  4.1(c)

  	
  Chief
  Executive Offices

  
				



 


ii

















 


U.S.
SECURITY AGREEMENT


 


THIS
U.S. SECURITY AGREEMENT, dated as of April 29, 2003 (this “Agreement”), is made by each of
GRUPO MINERO MEXICO, S.A. DE C.V., a sociedad anónima de capital variable
organized under the laws of Mexico (“GMM”), MINERA MEXICO, S.A. DE C.V., a sociedad
anónima de capital variable organized under the laws of Mexico (“MM”),  INDUSTRIAL
MINERA MEXICO, S.A. DE C.V., a sociedad anónima de capital variable
organized under the laws of Mexico (“IMMSA”), MINERA MEXICO INTERNACIONAL, INC.,
a New York corporation (“MMI”), MEXICANA DE COBRE, S.A.
DE C.V., a sociedad anónima de capital variable organized under the
laws of Mexico (“Mexcobre”), MINERALES METALICOS DEL NORTE, S.A., a sociedad
anónima organized under the laws of Mexico (“Mimenosa”), MEXICANA DE
CANANEA, S.A. DE C.V., a sociedad anónima de capital variable
organized under the laws of Mexico (“Mexcananea”), MEXICANA DEL ARCO, S.A. DE
C.V., a sociedad
anónima de capital variable organized under the laws of Mexico (“Mexarco”),
MINERALES Y MINAS MEXICANAS, S.A. DE C.V., a sociedad anónima de capital variable
organized under the laws of Mexico (“MMM”),


COMPANIA DE TERRENOS E
INVERSIONES DE SAN LUIS POTOSÍ, S.C. POR A., S.A., a sociedad civil por acciones  sociedad
anónima organized under the laws of Mexico (“TISLP”), MEXICO COMPAÑIA
INMOBILIARIA, S.A., a sociedad anónima organized under the laws
of Mexico (“MCI”),  and PROYECCIONES URBANISTICAS, S. DE R.L.
DE C.V.,  a
sociedad
de responsabilidad limitada de capital variable organized under the
laws of Mexico (“PU”, and,
together with GMM, MM, IMMSA, MMI, Mexcobre, Mimenosa, Mexcananea, Mexarco,
MMM, TISLP, and MCI, and any other Person that becomes a party to this
Agreement by executing a Joinder Agreement (hereinafter defined), each
individually a “Grantor” and collectively the “Grantors”), in favor of HSBC
BANK USA,a banking corporation and trust company organized under the laws of  New
York, not in its individual capacity, but solely as shared payment and
collateral agent under the Common Agreement (hereinafter defined) (in such
capacity, the “Shared Payment and Collateral Agent”), and HSBC BANK USA, a
banking corporation and trust company organized under the laws of New York,
acting in its individual capacity solely for purposes of Section 2.7 (“HSBC”).


 


WHEREAS, the
Grantors are entering into that certain Common Agreement, dated as of the date
hereof (the “Common Agreement”) among the Grantors, the Bank Holders
parties thereto, the SEN Holders parties thereto, the Bank Holders
Administrative Agent, the Shared Payment and Collateral Agent, the SEN
Collateral Agent and Grupo Mexico Export Master Trust No. 1, acting by and
through The Bank of New York, as SEN Trustee; and


 


WHEREAS, as a
condition precedent to the effectiveness of the Common Agreement, the Grantors
have agreed to execute and deliver this Agreement.


 


NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Grantors have
agreed to pledge and grant a security interest in the Collateral, to the extent
the Collateral is not subject to the Mexican Security Trust Agreement, as
security for the Secured Obligations in the manner herein set forth.


 


Accordingly, the parties hereto agree as follows:


 


1

















 


ARTICLE 1


DEFINITIONS


 


1.1                                 Certain Defined Terms.  Capitalized terms defined in
the Common Agreement and used but not otherwise defined herein shall have the
meaning ascribed thereto in the Common Agreement.  As used herein, the following terms shall have the following
meanings:


 


“Account
Collateral” has the meaning set forth in Section
2.1.


 


“Collateral”
has the meaning set forth in Section 2.1.


 


“Designated
Creditors” means, collectively, the Required Bank
Holders and the Required SEN Holders; provided, that during any period
when (a) cash is being trapped by the SEN Collateral Agent in accordance with
Section 7.01(b) of the Common Agreement following an Event of Default and (b)
the Restructured Debt has not been accelerated, Designated Creditors shall mean
the Required Bank Holders.


 


“Financial
Institution” shall mean the financial institution
party to any Shared Collateral Control Agreement at which the Grantors maintain
any Account Collateral.


 


“Guarantor
Agreements” has the meaning set forth in Section 2.3(a).


 


“Inventory
Collateral” has the meaning set forth in Section 2.1.


 


“Joinder Agreement” means an agreement
substantially in the form attached hereto as Exhibit A.


 


“Lender
Obligations” means the “Obligations” as defined in the
Common Agreement.


 


“Property”
of any Person means any property, rights or revenues, or interest therein, of
such Person.


 


“Secured Obligations”
means (a) the Lender Obligations and (b) the Yankee Bond Obligations.


 


“Secured Parties”
means, collectively, the Bank Holders, the SEN Holders, the Shared Payment and
Collateral Agent, the Bank Holders Administrative Agent, the SEN Trust and the
Yankee Bond Trustee.


 


“Shared
Collateral Control Agreement” means any agreement entered into by
the Grantors and any Financial Institution that is (a) substantially in the
form attached hereto as Exhibit B-1 (if it is a deposit account) or Exhibit
B-2 (if it is a securities account) or (b) in another form reasonably
satisfactory to the Shared Payment and Collateral Agent with respect to the
Account Collateral.


 


2

















 


“Specified
Default” means any (a) Default of the nature described in clause
(a), (i) or (j) of Section 9.01 of the Common Agreement or (b) Event of
Default.


 


“UCC” means the
Uniform Commercial Code as in effect from time to time in the State of New York
or the District of Columbia, as applicable.


 


“Yankee
Bond Obligations” means the obligations of the
Borrower under the Yankee Bond Indenture.


 


“Yankee Bond Trustee”
means the trustee under the Yankee Bond Indenture.


 


1.2                                 Other Interpretive Provisions.    This Agreement shall be subject to
paragraphs A-F set forth in Appendix A to the Common Agreement.


 


ARTICLE
2


PLEDGE OF COLLATERAL


 


2.1                                 Grant of Security Interest.  As
collateral security for the prompt payment in full in cash when due (whether at
stated maturity, by acceleration or otherwise) of the Secured Obligations, each
Grantor hereby pledges and grants to the
Shared Payment and Collateral Agent, for itself and the ratable benefit of each
of the other Secured Parties, a continuing first priority security interest in
and continuing lien on all of such Grantor’s right, title and interest in, to
and under the following properties, assets and rights, wherever located,
whether now existing or hereafter arising or acquired, and all proceeds,
products and accessories thereof and thereto (collectively, the “Collateral”):
(a) all inventory that is located in the United States consisting of copper
cathodes, copper rod, copper anode, and other copper or metal products, and any
records, bills of lading or other documents relating thereto (collectively, the
“Inventory
Collateral”); and (b) all deposit accounts and securities accounts
(as such terms are defined in the UCC) of such Grantor in the United States
which are set forth on Schedule 3.27 to the Common Agreement or which
are opened by such Grantor after the date hereof (other than any Pledged
Accounts (as defined in the SEN Security Agreement)) (the “Account Collateral”),
together with all monies, credit balances and investments held therein or
credited thereto (including certificates, instruments and other documents evidencing
investments held from time to time in any such accounts), and any and all
agreements establishing such accounts. 
The Collateral shall not include any properties, assets and rights to
the extent the same are subject to the Mexican Security Trust Agreement.


 


2.2                                 Continuing Security Interest; Transfer of Notes.  This Agreement shall create a continuing
security interest in the Collateral and shall:


 


(a)                                  remain
in full force and effect until the indefeasible payment in full in cash of all
Secured Obligations;


 


(b)                                 be
binding upon each Grantor and its successors, transferees and assigns; and


 


3

















 


(c)                                  inure,
together with the rights and remedies of the Shared Payment and Collateral
Agent hereunder, to the benefit of the Shared Payment and Collateral Agent and
each other Secured Party.


 


Without limiting the generality of the foregoing clause
(c), any Lender may assign or otherwise transfer (in whole or in part) any
Note held by it to any other Person, and such other Person shall thereupon
become vested with all the rights and benefits in respect thereof granted to
such Lender under any Operative Document (including this Agreement) or
otherwise, subject, however, to any contrary provisions in such assignment or transfer,
and to the provisions of Section 9.7 and Article 8 of the Bank
Holders Restructured Loan Agreement, Article II of the Restructured
Trust Indenture and Article IV of the Common Agreement.  Upon (x) the indefeasible payment in full in
cash of all Lender Obligations and (y) the application of any proceeds of
Collateral payable to the Yankee Bond Trustee pursuant to Section 8.02(f) of
the Common Agreement to the payment of the Yankee Bond Obligations (or the
return of such proceeds by the Yankee Bond Trustee to the Shared Payment and
Collateral Agent in the event the holders of the Yankee Bond Obligations elect
not to apply such proceeds to the payment thereof), the Shared Payment and
Collateral Agent shall release the security interests granted herein.  Upon receipt of a certificate from the
Grantors stating that all conditions precedent to any such release have been
satisfied, the Shared Payment and Collateral Agent will, at the sole cost and
expense of the Grantors, execute and deliver to the Grantors such documents as
the Grantors shall reasonably request to evidence such release.  Upon (x) any sale of Inventory Collateral in
the ordinary course of business or (y) any sale or other transfer of any other
Collateral permitted by the terms of Section 5.03 of the Common
Agreement, the security interest created hereunder in such sold Collateral (but
not in the proceeds thereof) shall be deemed to be automatically released and
the Shared Payment and Collateral Agent, upon receipt of a certificate from the
Grantors stating that all conditions to such release have been satisfied, will,
at the sole cost and expense of the Grantors, execute and deliver to the
Grantors such documents as the Grantors shall reasonably request to evidence
such release.


 


2.3                                 Grantors Remain Liable.  Anything herein to the contrary
notwithstanding:


 


(a)                                  each
Grantor shall remain liable under each contract and agreement to which it is a
party included in the Collateral (the “Guarantor Agreements”), and shall perform
all of its duties and obligations thereunder to the same extent as if this
Agreement had not been executed;


 


(b)                                 the
exercise by the Shared Payment and Collateral Agent of any of its rights
hereunder shall not release any Grantor from any of its duties or obligations
under any Guarantor Agreement; and


 


(c)                                  neither
the Shared Payment and Collateral Agent nor any other Secured Party shall have
any obligation or liability under any Guarantor Agreement by reason of this
Agreement, nor shall the Shared Payment and Collateral Agent or any other
Secured Party be obligated to perform any of the obligations or duties of any
Grantor under any Guarantor Agreement or to take any action to collect or
enforce any claim for payment assigned under any Guarantor Agreement.


 


4

















 


2.4                                 Security Interest Absolute, etc.  All rights of the Shared Payment and
Collateral Agent and the security interests granted to the Shared Payment and
Collateral Agent hereunder for itself and for the ratable benefit of the other
Secured Parties, and all obligations of the Grantors hereunder, shall be
absolute, unconditional and irrevocable irrespective of:


 


(a)                                  any
lack of validity, legality or enforceability of the Common Agreement or any
other Operative Document;


 


(b)                                 the
failure of the Shared Payment and Collateral Agent or any other Secured Party:


 


(i)                                     to
assert any claim or demand or to enforce any right or remedy against any
Grantor or any other Person (including any Guarantor or other guarantor) under
the provisions of the Common Agreement, any other Operative Document or
otherwise; or


 


(ii)  to exercise any right or remedy against any
Guarantor or other guarantor of, or collateral securing, any Secured
Obligations;


 


(c)                                  any
change in the time, manner or place of payment of, or in any other term of, all
or any of the Secured Obligations, or any other extension, compromise or
renewal of any Secured Obligation;


 


(d)                                 any
reduction, limitation, impairment or termination of any Secured Obligations for
any reason (other than repayment), including any claim of waiver, release,
surrender, alteration or compromise, and shall not be subject to (and each
Grantor hereby waives) any defense or setoff, counterclaim, recoupment or
termination whatsoever by reason of the invalidity, illegality, nongenuineness,
irregularity, compromise, unenforceability of, or any other event or occurrence
affecting, any Secured Obligations;


 


(e)                                  any
amendment to, rescission, waiver, or other modification of, or any consent to
departure from, any of the terms of the Common Agreement or any other Operative
Document;


 


(f)                                    (i)
any addition, exchange, release, surrender or non-perfection of any collateral
or (ii) any amendment to or waiver or release or addition of, or consent to
departure from, any guaranty held by the Shared Payment and Collateral Agent or
any other Secured Party, securing or supporting any of the Secured Obligations;
or


 


(g)                                 any
other circumstance which might otherwise constitute a defense available to, or
a legal or equitable discharge of, any surety, any Guarantor or any other
guarantor (other than repayment).


 


2.5                                 Waiver, etc.  Each Grantor hereby waives promptness, diligence, notice of
acceptance and any other notice with respect to any of the Secured Obligations
and this Agreement and any requirement that the Shared Payment and Collateral
Agent or any other Secured Party protect, secure, perfect or insure any
security interest or Lien, or any Property subject thereto, or exhaust any
right or take any action against any other Person (including any


 


5

















 


Guarantor or other guarantor)
or entity or any collateral (including any Collateral) securing any Secured
Obligations.


 


2.6                                 Postponement of Subrogation and Contribution.  Until (x) the Secured Obligations have been
indefeasibly paid in full in cash or (y) the security interest provided for
herein has been released in accordance with Section 2.2, each Grantor
hereby irrevocably waives any claim, remedy or other right which it may now
have or hereafter acquire against any other Person that may arise from the
existence, payment, performance or enforcement of such Grantor’s obligations
under this Agreement or any other Operative Document, including any right of
subrogation, reimbursement, contribution, exoneration, or indemnification, any
right to participate in any claim or remedy of the Shared Payment and
Collateral Agent or any other Secured Party against any other Person or any
collateral which the Shared Payment and Collateral Agent or any other Secured
Party now has or hereafter acquires, whether or not such claim, remedy or right
arises in equity, or under contract, statute or common law, including the right
to take or receive from any other Person, directly or indirectly, in cash or
other Property or by set-off or in any manner, payment or security on account
of such claim, remedy or right; provided, that if the security interest
is released in accordance with Section 2.2 and without the Secured
Obligations having been indefeasibly satisfied in full, then each Grantor
hereby irrevocably waives any right of subrogation or equitable assignment of a
security interest or lien on the Collateral. 
If any amount shall be paid to any Grantor in violation of the preceding
sentence and the Secured Obligations shall not have been indefeasibly paid in
full in cash, such amount shall be deemed to have been paid to any such Grantor
for the benefit of, and held in trust for, the Shared Payment and Collateral
Agent and each of the other Secured Parties, and shall forthwith be paid to the
Shared Payment and Collateral Agent for the account of the Shared Payment and
Collateral Agent and the other Secured Parties to be credited and applied upon
the Secured Obligations, whether matured or unmatured.  Each Grantor acknowledges that it will
receive direct and indirect benefits from the financing arrangements
contemplated by the Common Agreement and the other Operative Documents and that
the waiver set forth in this Section 2.6 is knowingly made in
contemplation of such benefits.  If (a)
the Grantors have made payments to the Shared Payment and Collateral Agent and
the other Secured Parties of all or any part of the Secured Obligations and (b)
the Secured Obligations have been indefeasibly paid in full in cash, the Shared
Payment and Collateral Agent, upon receipt of a certificate from the Grantors
stating that all conditions to such transfer have been satisfied, and the other
Secured Parties agree to execute and deliver to each Grantor, as applicable,
appropriate documents (without recourse and without representation and
warranty) reasonably requested by such Grantors to evidence the transfer by
subrogation to each Grantor, as applicable, of an interest in the Secured
Obligations resulting from such payment by such Grantor.


 


2.7                                 Control Accounts.  Without limiting any other means of
obtaining perfection of the Shared Payment and Collateral Agent’s security
interest in any or all of the Account Collateral, each Grantor, the Shared
Payment and Collateral Agent and HSBC hereby agree, (i) with respect to any
Account Collateral now or hereafter provided by any Grantor consisting of a
deposit account maintained at HSBC, that HSBC will comply with instructions
originated by the Shared Payment and Collateral Agent directing disposition of
the funds in such deposit account without further consent by any Grantor
(including the Grantor for which such deposit account is maintained), and (ii)
with respect to any Account Collateral now or hereafter provided by any Grantor
consisting of a securities account as to which HSBC is the securities
intermediary, that


 


6

















 


HSBC will comply with
entitlement orders originated by the Shared Payment and Collateral Agent  with respect to any securities entitlements
credited to such securities account without further consent by any Grantor
(including the Grantor which is the entitlement holder with respect to such
securities account).


 


2.8                                 Operational Accounts.  The accounts listed on
Schedule 3.27 of the Common Agreement shall be operational accounts within five
(5) Business Days after the opening thereof.


 


ARTICLE 3


FURTHER ASSURANCES; REMEDIES


 


3.1                                 Further Assurances; Remedies.  In
furtherance of the grant of the pledge and security interest pursuant to Section 2.1, each of the Borrower (with respect to itself and the Grantors) and
each Grantor (with respect to itself) hereby agrees as follows:


 


(a)                                  Delivery and Other Perfection. 
Borrower and each Grantor shall:


 


(i)                                     in the event any proceeds of Collateral are
evidenced by an instrument, promptly deliver and pledge to the Shared Payment
and Collateral Agent such instrument, in each case endorsed and/or accompanied
by such instruments of assignment and transfer in such form and substance as
the Shared Payment and Collateral Agent, at the written direction of the
Designated Creditors, may request;


 


(ii)                                  prior to opening a deposit account or securities
account (as such terms are defined in the UCC) in the United States
constituting Shared Collateral, cause any such account to become subject to
(and the relevant bank and any other holder of such account to become party to)
the applicable Shared Collateral Control Agreement which the Shared Payment and
Collateral Agent shall execute at the written direction of the Required
Lenders; provided, that the provisions of this clause (ii) shall not
apply with respect to any deposit account or securities account maintained with
the Shared Payment and Collateral Agent;


 


(iii)                               promptly give, execute, deliver, file and/or
record any financing statement, notice, instrument, agreement or other document
that may be necessary or desirable to create, preserve, perfect, validate or
improve the security interest granted pursuant hereto or to enable the Shared
Payment and Collateral Agent to exercise and enforce its rights hereunder with
respect to such pledge and security interest;


 


(iv)                              keep full and accurate books and records
relating to the Collateral, and stamp or otherwise mark such books and records
in such manner to reflect the security interests granted by this Agreement; and


 


(v)                                 permit representatives of the Shared Payment and
Collateral Agent, at the written direction of the Designated Creditors, upon
reasonable notice, at any time during normal business hours, to inspect and make
copies of and abstracts from its books and records pertaining to the
Collateral, and, if a Default has occurred and is continuing, permit
representatives of the Shared Payment and Collateral Agent to be present at any
of


 


7

















 


the place(s) of business of any Grantor (or any of its applicable
agents) to receive copies of all communications and remittances relating to the
Collateral, and, if a Default has occurred and is continuing, forward copies to
the Shared Payment and Collateral Agent of any material notices or
communications received by (or on behalf of) any Grantor with respect to the Collateral, all in such
manner as any Secured Party (other than the Yankee Bond Trustee) may reasonably
request.


 


(b)           Other Financing Statements and
Liens.  Except for Permitted Liens,
without the prior written consent of the Shared Payment and Collateral Agent,
at the written direction of the Designated Creditors, it shall not file or
suffer to be on file, or authorize or permit to be filed or to be on file, in
any jurisdiction, any financing statement, recordation, registration or like
document with respect to the Collateral in which the Shared Payment and
Collateral Agent is not named as the sole secured party for the benefit of the
Secured Parties.


 


(c)           Preservation of
Rights.  The Shared Payment and
Collateral Agent shall not be required to take steps necessary to preserve any
rights against prior parties to any of the Collateral.


 


(d)           Specified
Defaults.  While any Specified
Default exists:


 


(i)                                     the Shared Payment and Collateral Agent (on
behalf of the Secured Parties) shall have all of the rights and remedies with
respect to the Collateral of a secured party under the UCC (whether or not the
UCC is in effect in the jurisdiction where the rights and remedies are
asserted) and all additional rights and remedies to which a secured party is
entitled under the Applicable Laws in effect in any jurisdiction where any
rights and remedies hereunder may be asserted, including the right, to the
maximum extent permitted by Applicable Law, to exercise all powers of ownership
pertaining to the Collateral as if the Shared Payment and Collateral Agent were
the sole and absolute owner thereof (and each Grantor agrees to take all such action as may be
necessary or reasonably requested by the Shared Payment and Collateral Agent
(at the written direction of the Designated Creditors) to give effect to such
right);


 


(ii)                                  the Shared Payment and Collateral Agent, at the
direction of the Designated Creditors, in its name or in the name of any
Grantor or otherwise, may demand, sue for,
collect or receive any money or other Property at any time payable or
receivable on account of or in exchange for any of the Collateral; and


 


(iii)                               the Shared Payment and Collateral Agent may, at
the direction of the Designated Creditors, to the extent permitted by
Applicable Law, and upon at least ten (10) Business Days’ prior written notice
to the Grantors of the time and place, sell all or any part of the Collateral
or cause such sale through agents or otherwise, at such place(s) as the
Designated Creditors shall direct, and for cash or for credit or for future
delivery (without thereby assuming any credit risk), at public or private sale,
without demand of performance or notice of intention to effect any such
disposition or of the time or place thereof (except such notice as is required
above or by Applicable Law and cannot be waived), and any Person (including the
Shared Payment and Collateral Agent and any


 


8

















 


other Secured Party) may be the purchaser of
any or all of such Collateral at any public sale (or, to the extent permitted
by Applicable Law, at any private sale) and thereafter hold the same
absolutely, free from any claim or right of whatsoever kind, including any
right or equity of redemption (statutory or otherwise), of any Grantor, any
such demand, notice and right or equity being hereby expressly waived and
released by the Grantors.  The Shared
Payment and Collateral Agent may at the direction of the Designated Creditors,
without notice or publication, adjourn any public or private sale or cause the
same to be adjourned from time to time by announcement at the time and place
fixed for the sale, and such sale may be made at any time or place to which the
sale may be so adjourned.


 


(e)           Deficiency.  If the proceeds of collection or other
realization of or upon the Collateral are insufficient to cover the costs and
expenses of such realization and the payment in full of the Secured
Obligations, then the Grantors shall remain liable for any deficiency.


 


(f)            Books and
Records; UCC Matters.  Without (A)
at least 30 days’ prior written notice to the Shared Payment and Collateral
Agent and (B) first taking such actions as may be necessary or desirable to
preserve or protect the security interests granted hereunder, no Grantor shall:
(i) maintain any of its books and records with respect to the Collateral at any
office or maintain its principal place of business at any place other than
Mexico or the United States, (ii) change its jurisdiction of organization or
its form of organization, or (iii) change its name, or the name under which it
does business, from the name shown on the signature pages hereto.


 


(g)           Private Sale.  It acknowledges (and each Secured Party will
be deemed to have acknowledged) that any private sale by the Shared Payment and
Collateral Agent of any of the Collateral may be at prices and on terms less
favorable than those obtainable through a public sale and agrees (or will be
deemed to have agreed) that any such private sale pursuant to clause
(d)(iii) of this Section 3.1 made in accordance with Applicable Law
shall be deemed to have been made in a commercially reasonable manner and that
the Shared Payment and Collateral Agent shall have no obligation to engage in
public sales unless required by any Applicable Law.  Neither the Shared Payment and Collateral Agent nor any of the
other Secured Parties shall incur any liability as a result of the sale of the
Collateral, or any part thereof, at any private sale conducted in a
commercially reasonable manner and made in accordance with Applicable Law.  Each Grantor hereby waives (and each Secured
Party will be deemed to have waived) any claims against the Shared Payment and
Collateral Agent or any other Secured Party arising by reason of the fact that
the price at which the Collateral may have been sold at such a private sale
made in accordance with Applicable Law was less than the price that might have
been obtained at a public sale or was less than the aggregate amount of the
Secured Obligations, even if the Shared Payment and Collateral Agent (at the
written direction of the Designated Creditors) accepts the first offer received
and does not offer such sold Collateral to more than one offeree.


 


(h)           Clean Sale.  Upon any sale of Collateral under this
Section made in accordance with Applicable Law, the Shared Payment and
Collateral Agent shall have the right (at the written direction of the
Designated Creditors) to deliver, assign and transfer to the purchaser thereof
the Collateral so sold.  Each purchaser
at any such sale shall hold the Collateral so sold to


 


9

















 


it absolutely and free from any
Lien, claim or right of any kind, and each Grantor, to the extent permitted by
Applicable Law, hereby specifically waives all rights of redemption, stay or
appraisal that it has or may have under any Applicable Law with respect
thereto.  Each Grantor shall execute and
deliver such documents and take such other actions as may be necessary or
advisable from time to time in order that any such sale may be made in
compliance with Applicable Law.


 


(i)            Application of
Proceeds.  Notwithstanding anything
herein to the contrary, the proceeds of any collection, sale or other
realization of all or any part of the Collateral pursuant to this Section, and
any other cash at the time held by the Shared Payment and Collateral Agent
under this Article, shall be applied by the Shared Payment and Collateral Agent
as set forth in Section 8.02(f) of the Common Agreement.


 


As used in this Agreement, “proceeds” of Collateral shall have the meaning ascribed
thereto in Article 9 of the UCC, and shall include any proceeds thereof,
including cash, securities and other Property realized in respect of, and
distributions in kind of, Collateral (including any thereof received under any
reorganization, liquidation or adjustment of debt of any Grantor or any issuer
of or obligor on any of the Collateral).


 


(j)            Attorney-in-Fact.  Without limiting any rights or powers
granted by this Agreement to the Shared Payment and Collateral Agent while no
Specified Default exists, during the existence of any Specified Default the
Shared Payment and Collateral Agent is hereby appointed the attorney-in-fact of
each Grantor for the purpose of carrying out the provisions of this Article and
taking any action and executing any documents that the Shared Payment and
Collateral Agent (at the written direction of the Designated Creditors) may
deem necessary or advisable to accomplish the purposes hereof, which
appointment as attorney-in-fact is irrevocable and coupled with an
interest.  Without limiting the
generality of the foregoing, so long as the Shared Payment and Collateral Agent
shall be entitled under this Article to make collections in respect of the
Collateral, the Shared Payment and Collateral Agent shall have the right and
power to receive, endorse and collect all checks and other instruments made
payable to the order of any Grantor representing any payment or other
distribution in respect of the Collateral or any part thereof and to give full
discharge for the same.


 


(k)           Termination.  When (x) all of the Secured Obligations have
been indefeasibly satisfied in full in cash (other than any indemnification
obligations not yet incurred) or (y) the security interest provided for herein
has been released in accordance with Section 2.2, this Agreement shall
terminate and the Shared Payment and Collateral Agent shall (at the written request
and sole cost and expense of the Grantors), upon receipt of a certificate from
the Grantors stating that the conditions for such release have been
satisfied:  (i) cause to be assigned,
transferred and delivered, against receipt but without any recourse, warranty
or representation whatsoever, any remaining Collateral and money received in
respect thereof to or on the order of any Grantor, (ii) deliver to any Grantor
any Property of such Grantor in the possession of the Shared Payment and
Collateral Agent and (iii) execute lien releases and UCC termination statements
as requested by the Grantors.


 


10

















 


(l)            Further Assurances.  Sections 4.16(a) and 4.16(c)
of the Common Agreement shall be deemed to be incorporated herein as if the
same were set out in full herein.


 


(m)          Enforcement of Liens.  Notwithstanding anything in any Operative
Document to the contrary, the Shared Payment and Collateral Agent shall not, on
behalf of any Secured Party, and no Secured Party shall prior to the
termination of this Agreement, assert or attempt to enforce or avail itself of
any Liens or any other pre-judgment or post-judgment liens or assert any rights
in or claims against the Collateral or otherwise foreclose or realize upon the
Collateral or any part thereof, without (i) providing the other Secured Parties
at least ten (10) days prior written notice thereof and (ii) the prior written
consent of the Designated Creditors, it being understood that in no event shall
any Secured Party other than the Shared Payment and Collateral Agent have any
rights or remedies as a secured party under this Agreement, such rights and
remedies being exercisable solely by the Shared Payment and Collateral Agent
for the benefit of itself and the other Secured Parties; provided, that
this Section 3.1(m) does not affect the right of set-off set forth in Section
4.20 of the Common Agreement.


 


ARTICLE 4


REPRESENTATIONS AND WARRANTIES


 


4.1           Representations
and Warranties. 
Without limiting the effect of the representations and warranties set
forth in the Common Agreement, which are hereby incorporated by reference, the
Borrower (with respect to itself and the Grantors) and each Grantor (with
respect to itself) jointly and severally represents and warrants to the Secured
Parties that:


 


(a)           Ownership and Liens.  Each Grantor is (or shall be) the sole
beneficial owner of the Collateral in which it grants a security interest
pursuant to Section 2.1 and no Lien exists or will exist upon the
Collateral at any time, except for Permitted Liens, including the pledge and
security interest created or provided for herein, which pledge and security
interest will constitute a first priority perfected pledge and security
interest in and to all of the Collateral upon (i) the filing by the applicable
Grantor of a UCC financing statement (x) with respect to each Grantor (except
for MMI), in the Office of the Recorder of Deeds of the District of Columbia,
and (y) with respect to MMI, in the Office of the Secretary of State of the
State of New York, each in favor of the Shared Payment and Collateral Agent,
and (ii) in the case of any deposit account or securities account (as such
terms are defined in the UCC) maintained with a Financial Institution other
than the Shared Payment and Collateral Agent, the execution of the applicable
Shared Collateral Control Agreement by each of the Grantors, the Shared Payment
and Collateral Agent and such Financial Institution.


 


(b)           Other Financing Statements.  Other than in connection with the security
interest granted herein, there is no notice of assignment, financing statement
(or similar statement or instrument of registration under the Applicable Law of
any jurisdiction) executed or registered by any Grantor or, to its knowledge,
by any other Person with respect to any interest of any kind in any of the
Collateral.


 


(c)           Names, Organizational
Identification Number and Chief Executive Office.  Each Grantor’s name as it appears in official filings in the
jurisdiction of its incorporation or other


 


11

















 


organization
and the type of entity of Grantor (including corporation, partnership, limited
partnership, limited liability company, sociedad anónima de capital variable, and sociedad
anónima) is fully and correctly set forth in the preamble hereto,
and, with respect to MMI, its organizational identification number issued by
the State of New York is 872558.  The
chief executive office of each Grantor is correctly set forth on Schedule
4.1(c) hereto.


 


ARTICLE 5


THE SHARED PAYMENT AND COLLATERAL AGENT


 


5.1                                 Shared Payment and Collateral Agent Appointed
Attorney-in-Fact. 
Each Grantor hereby irrevocably appoints the Shared Payment and
Collateral Agent the attorney-in-fact of such Grantor, with full authority in
the place and stead of such Grantor and in the name of such Grantor or
otherwise, from time to time at the written direction of the Designated
Creditors, following the occurrence and continuation of a Specified Default, to
take any action and to execute any instrument which may be necessary or
advisable to accomplish the purposes of this Agreement, including:


 


(a)                                  to
ask, demand, collect, sue for, recover, compromise, receive and give
acquittance and receipts for moneys due and to become due under or in respect
of any of the Collateral;


 


(b)                                 to
receive, endorse, and collect any drafts or other instruments, documents and
chattel paper, in connection with clause (a) of this Section 5.1;


 


(c)                                  to
file any claims or take any action or institute any proceedings which may be
necessary or desirable for the collection of any of the Collateral or otherwise
to enforce the rights of the Shared Payment and Collateral Agent with respect
to any of the Collateral; and


 


(d)                                 to
perform the affirmative obligations of such Grantor hereunder (including all
obligations pursuant to Section 3.1); provided, that in no event
shall the Shared Payment and Collateral Agent be required to expend or risk its
own funds pursuant to this Section.


 


Each Grantor hereby acknowledges, consents and agrees
that the power of attorney granted pursuant to this Section is irrevocable and
coupled with an interest.


 


5.2                                 Shared Payment and Collateral Agent May Perform.  If any Grantor fails to perform any
agreement contained herein, the Shared Payment and Collateral Agent, at the
written direction of the Designated Creditors, may itself perform, or cause
performance of, such agreement, and the expenses of the Shared Payment and
Collateral Agent incurred in connection therewith shall be payable pursuant to Section
6.4  provided, that in no event shall the Shared Payment and
Collateral Agent be required to expend or risk its own funds pursuant to this
Section.


 


5.3                                 Shared Payment and Collateral Agent Has No Duty.  The powers conferred on the Shared Payment
and Collateral Agent hereunder are solely to protect its interest (on behalf of
the


 


12

















 


Secured Parties) in the
Collateral and shall not impose any duty on it to exercise any such powers
except at the written direction of the Designated Creditors.


 


5.4                                 Reasonable Care.  The Shared Payment and Collateral Agent
shall exercise reasonable care in the custody and preservation of any of the
Collateral in its possession.


 


ARTICLE 6


MISCELLANEOUS


 


6.1           Authorization to file Financing Statements.  Each Grantor hereby authorizes the filing of
any financing statements or continuation statements, amendments to financing
statements or any similar document in any jurisdiction with any filing offices
as the Shared Payment and Collateral Agent, at the written direction of the
Designated Creditors, may determine are necessary or advisable to perfect the
security interests granted to the Shared Payment and Collateral Agent
herein.  Such financing statements may
contain an indication or description of collateral that describes the
Collateral in any manner as is necessary, advisable or prudent to ensure the
perfection of the security interest in the Collateral granted to the Shared
Payment and Collateral Agent herein. 
Each Grantor shall furnish to the Shared Payment and Collateral Agent
from time to time statements and schedules further identifying and describing
the Collateral and such other reports in connection with the Collateral as the
Shared Payment and Collateral Agent, at the written direction of the Designated
Creditors,  may reasonably request, all
in reasonable detail.


 


6.2                                 Limitation of Rights; No Waiver.  Section
14.03 of the Common Agreement shall be deemed to be incorporated herein as
if the same were set out in full herein.


 


6.3                                 Notices.  Except
as otherwise provided in this Agreement, all notices, requests, instructions or
other documents to be given hereunder will be in accordance with the terms and
provisions of Section 14.14 of the Common Agreement.


 


6.4                                 Expenses; Indemnity.  Sections
11.01 and 11.02 of the Common Agreement shall be deemed to be
incorporated herein as if the same were set out in full herein.


 


6.5                                 Amendments, etc.  The terms of this Agreement may be
waived, altered or amended only by an instrument in writing duly executed by
the Shared Payment and Collateral Agent (at the written direction of the
Designated Creditors); provided, that no modification, alteration or
waiver shall, unless by an instrument signed by all of the Lenders or unless
permitted by the Common Agreement: (i) release all or any material portion of
the Collateral (except as expressly otherwise provided herein) or share any
Collateral exclusively for the benefit of the Secured Parties, (ii) modify in
any manner the number or percentage of the Lenders required to make any
determinations or waive any rights hereunder or to modify any provision hereof
or (iii) alter the terms of this Section.


 


6.6                                 Successors and Assigns.  This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and permitted assigns, except that no Grantor
shall assign or transfer any of its rights or obligations hereunder without the
prior written consent of the Super-Majority Lenders (any attempt to do so being
null and void ab initio).


 


13

















 


6.7                                 Additional Grantors.  Borrower
shall designate any Subsidiary or newly acquired or formed Subsidiary as a
Grantor hereunder (each such Subsidiary, a “New Grantor”) in accordance
with and to the extent required by Section 4.19 of the Common Agreement.  Such New Grantor shall become a Grantor under this Agreement, and for all
purposes deemed a Grantor under this Agreement, with all rights and obligations
of a Grantor under this Agreement, upon the execution by such Person of a
Joinder Agreement, countersigned by the Shared Payment and Collateral Agent.


 


6.8                                 Third Party Beneficiaries.  This
Agreement is made and entered into for the sole protection and legal benefit of
the parties hereto, the Secured Parties and their permitted successors and
assigns (all of which, if not parties hereto, are third-party beneficiaries
hereof for purposes of enforcing their respective rights hereunder), and no
other Person shall be a direct or indirect legal beneficiary of, or have any
direct or indirect cause of action or claim in connection with, this Agreement.


 


6.9                                 Survival.  The obligations of the Grantors under Section 6.4 shall survive the repayment of the Secured Obligations.


 


6.10                           Captions.  The captions and section
headings appearing herein are included solely for convenience of reference and
are not intended to affect the interpretation of any provision of this
Agreement.


 


6.11                           Counterparts.  This
Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument and any of the parties
hereto may execute this Agreement by signing any such counterpart.


 


6.12                           Governing Law.  THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF
NEW YORK (NOT INCLUDING SUCH STATE’S CONFLICT OF LAWS PROVISIONS OTHER THAN
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW) , EXCEPT TO THE EXTENT
THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES
HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF
A JURISDICTION OTHER THAN THE STATE OF NEW YORK; PROVIDED, THAT THE
SECURED PARTIES SHALL RETAIN ALL RIGHTS ARISING UNDER UNITED STATES FEDERAL
LAW; AND PROVIDED  FURTHER, THAT THE RIGHTS, DUTIES AND
OBLIGATIONS OF THE SHARED PAYMENT AND COLLATERAL AGENT SHALL BE GOVERNED BY THE
LAW OF THE STATE OF NEW YORK.  THIS
AGREEMENT, THE OTHER OPERATIVE DOCUMENTS, THE SHARED COLLATERAL CONTROL AGREEMENT(S)
AND THE JOINDER AGREEMENTS, IF ANY, CONSTITUTE THE ENTIRE UNDERSTANDING AMONG
THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND
SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO.


 


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


 


14

















 


6.14         Waiver of Jury
Trial.  Section 14.20 of the Common Agreement shall
be deemed to be incorporated herein as if the same were set out in full herein.


 


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


 


6.16                           Currency.  Section
14.06 of the Common Agreement shall be deemed to be incorporated herein as
if the same were set out in full herein.


 


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15

















 


IN WITNESS
WHEREOF,
the parties hereto have caused this Agreement to be duly executed and delivered
as of the day and year first above written.


 


 


	
   

  	
  GRUPO MINERO MEXICO, S.A. DE C.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel Tellechea Salido

  	
   

  
	
   

  	
   

  	
  Name:  Daniel Tellechea Salido

  
	
   

  	
   

  	
  Title:  Attorney-in-fact

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Eduardo Gonzalez Felix

  	
   

  
	
   

  	
   

  	
  Name:  J. Eduardo Gonzalez
  Felix

  
	
   

  	
   

  	
  Title:  Attorney-in-fact

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel Tellechea Salido

  	
   

  
	
   

  	
   

  	
  Name:  Daniel Tellechea Salido

  
	
   

  	
   

  	
  Title:  Attorney-in-fact

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Eduardo Gonzalez Felix

  	
   

  
	
   

  	
   

  	
  Name:  J. Eduardo Gonzalez
  Felix

  
	
   

  	
   

  	
  Title:  Attorney-in-fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel Tellechea Salido

  	
   

  
	
   

  	
   

  	
  Name:  Daniel Tellechea Salido

  
	
   

  	
   

  	
  Title:  Attorney-in-fact

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Eduardo Gonzalez Felix

  	
   

  
	
   

  	
   

  	
  Name:  J. Eduardo Gonzalez
  Felix

  
	
   

  	
   

  	
  Title:  Attorney-in-fact

  
										



 


S-1

















 


	
   

  	
  MINERA MEXICO INTERNACIONAL, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel Tellechea Salido

  	
   

  
	
   

  	
   

  	
  Name:  Daniel Tellechea Salido

  
	
   

  	
   

  	
  Title:  Attorney-in-fact

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Eduardo Gonzalez Felix

  	
   

  
	
   

  	
   

  	
  Name:  J. Eduardo Gonzalez
  Felix

  
	
   

  	
   

  	
  Title:  Attorney-in-fact

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel Tellechea Salido

  	
   

  
	
   

  	
   

  	
  Name:  Daniel Tellechea Salido

  
	
   

  	
   

  	
  Title:  Attorney-in-fact

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Eduardo Gonzalez Felix

  	
   

  
	
   

  	
   

  	
  Name:  J. Eduardo Gonzalez
  Felix

  
	
   

  	
   

  	
  Title:  Attorney-in-fact

  
	
   

  	
   

  
	
   

  	
  MINERALES METALICOS DEL NORTE, S.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel Tellechea Salido

  	
   

  
	
   

  	
   

  	
  Name:  Daniel Tellechea Salido

  
	
   

  	
   

  	
  Title:  Attorney-in-fact

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Eduardo Gonzalez Felix

  	
   

  
	
   

  	
   

  	
  Name:  J. Eduardo Gonzalez
  Felix

  
	
   

  	
   

  	
  Title:  Attorney-in-fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MEXICANA DE CANANEA, S.A. DE C.V.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel Tellechea Salido

  	
   

  
	
   

  	
   

  	
  Name:  Daniel Tellechea Salido

  
	
   

  	
   

  	
  Title:  Attorney-in-fact

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Eduardo Gonzalez Felix

  	
   

  
	
   

  	
   

  	
  Name:  J. Eduardo Gonzalez
  Felix

  
	
   

  	
   

  	
  Title:  Attorney-in-fact

  
									



 


S-2

















 


	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel Tellechea Salido

  	
   

  
	
   

  	
   

  	
  Name:  Daniel Tellechea Salido

  
	
   

  	
   

  	
  Title:  Attorney-in-fact

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Eduardo Gonzalez Felix

  	
   

  
	
   

  	
   

  	
  Name:  J. Eduardo Gonzalez
  Felix

  
	
   

  	
   

  	
  Title:  Attorney-in-fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MINERALES Y MINAS MEXICANAS, S.A. DE C.V.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel Tellechea Salido

  	
   

  
	
   

  	
   

  	
  Name:  Daniel Tellechea Salido

  
	
   

  	
   

  	
  Title:  Attorney-in-fact

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Eduardo Gonzalez Felix

  	
   

  
	
   

  	
   

  	
  Name:  J. Eduardo Gonzalez
  Felix

  
	
   

  	
   

  	
  Title:  Attorney-in-fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMPANIA DE TERRENOS E INVERSIONES

  DE SAN LUIS POTOSI, S.C. POR A., S.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel Tellechea Salido

  	
   

  
	
   

  	
   

  	
  Name:  Daniel Tellechea Salido

  
	
   

  	
   

  	
  Title:  Attorney-in-fact

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Eduardo Gonzalez Felix

  	
   

  
	
   

  	
   

  	
  Name:  J. Eduardo Gonzalez
  Felix

  
	
   

  	
   

  	
  Title:  Attorney-in-fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MEXICO COMPANIA INMOBILIARIA, S.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel Tellechea Salido

  	
   

  
	
   

  	
   

  	
  Name:  Daniel Tellechea Salido

  
	
   

  	
   

  	
  Title:  Attorney-in-fact

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Eduardo Gonzalez Felix

  	
   

  
	
   

  	
   

  	
  Name:  J. Eduardo Gonzalez
  Felix

  
	
   

  	
   

  	
  Title:  Attorney-in-fact

  
							



 


S-3

















 


	
   

  	
  PROYECCIONES URBANISTICAS, S. DE R.L.

  DE C.V.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel Tellechea Salido

  	
   

  
	
   

  	
   

  	
  Name:  Daniel Tellechea Salido

  
	
   

  	
   

  	
  Title:  Attorney-in-fact

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Eduardo Gonzalez Felix

  	
   

  
	
   

  	
   

  	
  Name:  J. Eduardo Gonzalez
  Felix

  
	
   

  	
   

  	
  Title:  Attorney-in-fact

  
						



 


S-4

















 


	
   

  	
   

  
	
   

  	
  HSBC BANK USA, acting in its individual capacity

  solely for purposes of Section 2.7

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Harriet Drandoff

  	
   

  
	
   

  	
   

  	
  Name:  Harriet Drandoff

  
	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Frank J. Godino

  	
   

  
	
   

  	
   

  	
  Name:  Frank J. Godino

  
	
   

  	
   

  	
  Title:  Vice President

  
					



 


S-5

















 


	
  ACKNOWLEDGED AND AGREED:

  	
   

  
	
   

  	
   

  
	
  HSBC BANK USA,

  as the Shared Payment and Collateral Agent

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
						



 


S-6

















 


Exhibit A


 


To the U.S. Security Agreement


 


Form of Joinder Agreement


 


JOINDER AGREEMENT


 


This JOINDER AGREEMENT (this “Agreement”), dated as of
                 ,
       , is hereby executed and delivered by
                  ,
a
                    
[corporation] (the “New Grantor”), pursuant to the U.S.
Security Agreement described below. Unless otherwise defined herein,
capitalized terms used herein and defined in the U.S. Security Agreement, dated
as of April 29, 2003 (as amended or otherwise modified from time to time, the “U.S.
Security Agreement”), among each of GRUPO MINERO MEXICO, S.A.
DE C.V., MINERA MEXICO, S.A. DE C.V.,  INDUSTRIAL MINERA MEXICO, S.A.
DE C.V., MINERA MEXICO INTERNACIONAL, INC., MEXICANA DE COBRE, S.A.
DE C.V., MINERALES METALICOS DEL NORTE, S.A., MEXICANA DE CANANEA,
S.A. DE C.V., MEXICANA DEL ARCO, S.A. DE C.V., MINERALES Y MINAS
MEXICANAS, S.A. DE C.V., COMPANIA DE TERRENOS E INVERSIONES DE SAN LUIS POTOSÍ,
S.C. POR A.S.A., MEXICO COMPAÑIA INMOBILIARIA, S.A., and PROYECCIONES
URBANISTICAS, S. DE R.L. DE C.V. (collectively, the “Grantors”), and HSBC Bank
USA,  as
Shared Payment and Collateral Agent, and the Common Agreement (as defined in
the U.S. Security Agreement) are used herein as therein defined and the rules
of interpretation set forth in Section 1.2 of the U.S. Security
Agreement shall apply hereto.


 


WHEREAS,
pursuant to Section 6.7 of the U.S. Security Agreement, New Grantor must
enter into this Agreement in order to become a party to the U.S. Security
Agreement; and


 


WHEREAS,
the New Grantor desires to execute and deliver this Agreement in order to
become a party to the U.S. Security Agreement.


 


NOW,
THEREFORE, IT IS AGREED as follows:


 


SECTION 1.  Joinder.
By executing and delivering this Agreement, New Grantor hereby becomes a party
to the U.S. Security Agreement and hereby expressly assumes and agrees to
perform all obligations and liabilities of a Grantor thereunder, with the same
effect as if the U.S. Security Agreement had been executed and delivered
initially by the New Grantor as a Grantor.


 


SECTION 2.  Representations
and Warranties.  The New
Grantor hereby represents and warrants to the Secured Parties that:


 


(a)           Ownership and
Liens.  New Grantor is (or shall be)
the sole beneficial owner of the Collateral in which it grants a security
interest pursuant to Section 2.1 of the U.S. Security Agreement and no
Lien exists or will exist upon the Collateral at any time, except for Permitted
Liens, including the pledge and security interest created or provided for in
the U.S. Security Agreement, which pledge and security interest will constitute
a first priority perfected pledge and


 


A-1

















 


security
interest in and to all of the Collateral upon (i) the filing of a UCC financing
statement with respect to New Grantor [in the Office of the Recorder of Deeds
of the District of Columbia] [in the Office of the Department of State of the
State of
[            ]] in
favor of the Shared Payment and Collateral Agent, and (ii) in the case of any
deposit account or securities account (as such terms are defined in the UCC)
maintained by New Grantor with a Financial Institution other than the Shared
Payment and Collateral Agent, the execution of a Shared Collateral Control
Agreement by New Grantor, the Shared Payment and Collateral Agent and such
Financial Institution.


 


(b)                                 Accounts.  As of the date hereof, New Grantor does not
maintain any deposit account or securities account (as such terms are defined
in the UCC) in the United States, other than those deposit accounts listed in Schedule
1.


 


(c)                                  Other
Financing Statements.  Other than in
connection with the security interest granted in the U.S. Security Agreement, there is no notice of assignment, financing statement (or
similar statement or instrument of registration under the Applicable Law of any
jurisdiction) executed or registered by New
Grantor or, to its knowledge, by any other Person with respect to any
interest of any kind in any of the Collateral.


 


(d)           Names,
Organizational Identification Number and Chief Executive Office.  New Grantor’s name as it appears in official
filings in the jurisdiction of its incorporation or other organization and the
type of entity of New Grantor (including corporation, partnership, limited
partnership, limited liability company, sociedad anónima de capital variable, and
sociedad anónima) are fully and correctly set forth in the preamble hereto,
[and, with respect to New Grantor, its organizational identification number
issued by the State of
[                 ]
is
[                              ]].  The chief executive office of New Grantor is
correctly set forth on a supplement to Schedule 4.1(c) to the U.S.
Security Agreement.


 


SECTION 3. Counterparts. This Agreement may be
signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures were upon the same agreement.


 


SECTION 4. Governing Law. THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF NEW YORK (NOT
INCLUDING SUCH STATE’S CONFLICT OF LAWS PROVISIONS OTHER THAN SECTION 5-1401 OF
THE NEW YORK GENERAL OBLIGATIONS LAW).


 


A-2

















 


IN
WITNESS WHEREOF, the undersigned has caused this
Agreement to be duly executed and delivered as of the date first above written.


 


	
   

  	
  [NEW GRANTOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
  ACKNOWLEDGED:

  	
   

  
	
   

  	
   

  
	
  HSBC BANK
  USA,

  as the Shared Payment and Collateral Agent

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
										



 


A-3

















 


Schedule 1


 


to the Form of
Joinder Agreement


 


[List of Accounts]


 


A-4

















 


Exhibits
B-1 and B-2


 


To the U.S. Security Agreement


 


Forms of Shared Account Control Agreements


 


B-1

















 


SCHEDULE
4.1(c)


 


To the U.S. Security Agreement


 


Chief Executive Offices


 


	
  GRANTOR

  	
   

  	
  DOMICILE

  
	
   

  	
   

  	
   

  
	
  Grupo Minero
  México, S.A. de C.V.

  	
   

  	
  Baja California 200, colonia Roma Sur, C.P.
  06760, México, D.F.

  
	
   

  	
   

  	
   

  
	
  Minera
  México, S.A. de C.V.

  	
   

  	
  Baja California 200, colonia Roma Sur, C.P.
  06760, México, D.F.

  
	
   

  	
   

  	
   

  
	
  Industrial
  Minera México, S.A. de C.V.

  	
   

  	
  Baja California 200, colonia Roma Sur, C.P.
  06760, México, D.F.

  
	
   

  	
   

  	
   

  
	
  Minera
  México Internacional, Inc.

  	
   

  	
  2575 East Cammelback Road suite 500 85016,
  Phoenix, AZ

  
	
   

  	
   

  	
   

  
	
  Mexicana de
  Cobre, S.A. de C.V.

  	
   

  	
  Baja California 200, colonia Roma Sur, C.P.
  06760, México, D.F.

  
	
   

  	
   

  	
   

  
	
  Minerales
  Metálicos del Norte, S.A.

  	
   

  	
  Baja California 200, colonia Roma Sur, C.P.
  06760, México, D.F.

  
	
   

  	
   

  	
   

  
	
  Mexicana de
  Cananea, S.A. de C.V.

  	
   

  	
  Baja California 200, colonia Roma Sur, C.P.
  06760, México, D.F.

  
	
   

  	
   

  	
   

  
	
  Mexicana del
  Arco, S.A. de C.V.

  	
   

  	
  Baja California 200, colonia Roma Sur, C.P.
  06760, México, D.F.

  
	
   

  	
   

  	
   

  
	
  Minerales y
  Minas Mexicanas, S.A. de C.V.

  	
   

  	
  Baja California 200, colonia Roma Sur, C.P.
  06760, México, D.F.

  
	
   

  	
   

  	
   

  
	
  Compañía de
  Terrenos e Inversiones de San Luis Potosí, S.C. por A., S.A.

  	
   

  	
  Baja California 200, colonia Roma Sur, C.P.
  06760, México, D.F.

  
	
   

  	
   

  	
   

  
	
  México
  Compañía Inmobiliaria, S.A.

  	
   

  	
  Baja California 200, colonia Roma Sur, C.P.
  06760, México, D.F.

  
	
   

  	
   

  	
   

  
	
  Proyecciones
  Urbanísticas, S. de R.L. de C.V.

  	
   

  	
  Baja California 200, colonia Roma Sur, C.P.
  06760, México, D.F.

  



 


4.1(c)-1