Exhibit
4(d)


 




 





SEN SECURITY AGREEMENT


 


Dated as of
April 29, 2003


 


among


 


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

as Borrower


 


THE BANK OF NEW
YORK, 

not in its individual capacity but solely as trustee of 

GRUPO MEXICO EXPORT MASTER TRUST NO.1,

as SEN Trustee


 


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 COMPANIA INMOBILIARIA, S.A.

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

as Guarantors


 


and


 


HSBC BANK USA,

as SEN Collateral Agent




 





 

















 


TABLE OF CONTENTS


 


	
  ARTICLE
  I DEFINITIONS; RULES OF CONSTRUCTION

  
	
   

  
	
  Section 1.1.

  	
  Definitions

  
	
  Section 1.2.

  	
  Rules of Construction

  
	
  Section 1.3.

  	
  Conflict with the Common Agreement

  
	
   

  	
   

  
	
  ARTICLE
  II GRANTS OF SECURITY INTERESTS

  
	
   

  
	
  Section 2.1.

  	
  Grant of Security Interests by Borrower

  
	
  Section 2.2.

  	
  Subordination of SEN Holders Borrower Lien

  
	
  Section 2.3.

  	
  Grant of Security Interests by Guarantors

  
	
  Section 2.4.

  	
  Subordination of SEN Holders Guarantor
  Lien

  
	
  Section 2.5.

  	
  Grant of Security Interest by SEN Trustee

  
	
   

  	
   

  
	
  ARTICLE III ACCOUNTS

  
	
   

  
	
  Section 3.1.

  	
  Collection Accounts

  
	
  Section 3.2.

  	
  Required Deposits to the Collection
  Accounts

  
	
  Section 3.3.

  	
  Application of Funds in the Collection
  Accounts; Advance Payments

  
	
  Section 3.4.

  	
  SEN Interest Reserve Account; Borrower
  Collection Account

  
	
  Section 3.5.

  	
  Investment Account

  
	
  Section 3.6.

  	
  Statements; Investment of Funds

  
	
  Section 3.7.

  	
  Obligations Absolute

  
	
   

  	
   

  
	
  ARTICLE
  IV REPRESENTATIONS AND WARRANTIES

  
	
   

  
	
  Section 4.1.

  	
  Ownership of Collateral

  
	
  Section 4.2.

  	
  Filings

  
	
  Section 4.3.

  	
  Voting Rights

  
	
  Section 4.4.

  	
  Names; Organizational Identification
  Numbers, etc.

  
	
  Section 4.5.

  	
  Changes in Legal Name; Jurisdiction of
  Organization, etc.

  
	
   

  	
   

  
	
  ARTICLE
  V AFFIRMATIVE COVENANTS

  
	
   

  
	
  Section 5.1.

  	
  Common Agreement Affirmative Covenants

  
	
  Section 5.2.

  	
  Payment Denominations

  
	
  Section 5.3.

  	
  Investment Losses

  
	
  Section 5.4.

  	
  Defense of SEN Collateral

  
	
  Section 5.5.

  	
  Notice of Adverse Effect on SEN Collateral

  
	
  Section 5.6.

  	
  Guarantor Designations

  
	
   

  	
   

  
	
  ARTICLE
  VI NEGATIVE COVENANTS

  
	
   

  
	
  ARTICLE VII THE SEN COLLATERAL AGENT

  
	
   

  
	
  Section 7.1.

  	
  Power and Authority of SEN Collateral
  Agent

  
	
  Section 7.2.

  	
  Notice of an Actionable Event

  



 


i

















 


	
  Section 7.3.

  	
  Appointment of SEN Collateral Agent as
  Attorney-in-Fact

  
	
  Section 7.4.

  	
  Directions by SEN Holders

  
	
  Section 7.5.

  	
  Individual Action

  
	
  Section 7.6.

  	
  Holders’ Consents

  
	
  Section 7.7.

  	
  Exculpatory Provisions

  
	
  Section 7.8.

  	
  Appointment of Co-Agent

  
	
  Section 7.9.

  	
  Direction from Required SEN Holders

  
	
  Section 7.10.

  	
  Indenture Provisions

  
	
   

  	
   

  
	
  ARTICLE VIII REMEDIES OF THE HOLDERS

  
	
   

  
	
  Section 8.1.

  	
  Remedies

  
	
  Section 8.2.

  	
  Rights Not Exclusive

  
	
   

  	
   

  
	
  ARTICLE
  IX MISCELLANEOUS

  
	
   

  
	
  Section 9.1.

  	
  Authorization to File Financing Statements

  
	
  Section 9.2.

  	
  Control of Accounts

  
	
  Section 9.3.

  	
  Termination; Continuing Security Interests

  
	
  Section 9.4.

  	
  Notices

  
	
  Section 9.5.

  	
  Limitation on Rights

  
	
  Section 9.6.

  	
  Successors and Assigns

  
	
  Section 9.7.

  	
  Amendments and Waivers

  
	
  Section 9.8.

  	
  Effect of Headings

  
	
  Section 9.9.

  	
  Severability

  
	
  Section 9.10.

  	
  Counterparts

  
	
  Section 9.11.

  	
  Currency

  
	
  Section 9.12.

  	
  GOVERNING LAW

  
	
  Section 9.13.

  	
  Consent to Jurisdiction; Process Agent

  
	
  Section 9.14.

  	
  Waiver of Jury Trial

  
	
  Section 9.15.

  	
  Waiver of Immunity

  
	
  Section 9.16.

  	
  Tax Treatment

  
	
  Section 9.17.

  	
  Disclosure to Other Persons

  
	
  Section 9.18.

  	
  SEN Trustee Acting on Behalf of SEN Trust

  
	
  Section 9.19.

  	
  No Third Party Beneficiaries

  
	
  Section 9.20.

  	
  Amendment and Restatement

  
	
  Section 9.21.

  	
  Use of English Language

  
	
  Section 9.22.

  	
  Fees and Expenses

  



 


ii

















 


	
  Appendices

  	
   

  
	
   

  	
   

  
	
  Appendix
  A

  	
  Defined
  Terms

  
	
   

  	
   

  
	
  Schedules

  	
   

  
	
   

  	
   

  
	
  Schedule I

  	
  Guarantors

  
	
  Schedule II

  	
  Bank Holders

  
	
  Schedule III

  	
  SEN Holders

  
	
  Schedule 3.3

  	
  Transfer Instructions

  
	
  Schedule 4.2-A

  	
  Filings - Filing Offices

  
	
  Schedule 4.2-B

  	
  Filings - Financing Statements

  
	
  Schedule 4.4

  	
  Names, Organizational Identification Numbers, etc.

  
	
  Schedule 4.5

  	
  Changes in Legal Name, Jurisdiction of Organization

  
	
   

  	
   

  
	
  Exhibits

  	
   

  
	
   

  	
   

  
	
  Exhibit A

  	
  Form of Customer Notice and Acknowledgement

  



 


iii

















 


SEN SECURITY AGREEMENT
(this “Agreement”),
dated as of April 29, 2003, among THE BANK OF NEW YORK (“BONY”),
a banking corporation organized and existing under the laws of the State of New
York, not in its individual 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 the State of New York (the “SEN Trust”), GRUPO MINERO
MEXICO, S.A. DE C.V., a sociedad anónima
de capital variable organized
and exiting under the laws of Mexico (the “Borrower”), each of the
Guarantors set forth on Schedule I hereto (each, individually a “Guarantor”
and, collectively, the “Guarantors”), HSBC BANK USA (“HSBC”),
a bank and trust company organized and existing under the laws of the State of
New York, not in its individual capacity but solely as collateral agent for
each of the Secured Parties (in such capacity, the “SEN Collateral Agent”), and
HSBC, in its individual capacity solely for purposes of  Section 9.2.


 


W I T N
E S S E T H:


 


WHEREAS, Borrower, the
SEN Trustee, certain Guarantors signatories thereto and Chemical Bank, a bank
and trust company organized and existing under the laws of the State of New
York, previously entered into that certain Trust Indenture, Security Agreement
and Guaranty, dated as of November 20, 1995 (as amended, supplemented or
modified from time to time, the “Original Trust Indenture”), pursuant to
which (i) Borrower issued the Existing Medimsa Notes (as defined in the Indenture
referred to below) and granted a security interest in favor of the SEN Trustee
as security for the performance of its obligations thereunder and (ii) the SEN
Trustee issued the Existing Secured Notes (as defined in the Indenture referred
to below) and granted a security interest in favor of the SEN Collateral Agent,
for itself and the ratable benefit of the SEN Holders (as defined herein), as
security for the performance of its obligations thereunder;


 


WHEREAS, concurrently
with the execution hereof, Borrower and the SEN Trustee are entering into that
certain Amended and Restated Trust Indenture, dated as of April 29, 2003
(the “Indenture”),
among Borrower, the SEN Trustee and the SEN Collateral Agent, pursuant to which
Borrower shall issue the Borrower Notes (as defined in the Indenture) and the
SEN Trustee shall issue the Secured Notes (as defined in the Indenture);


 


WHEREAS, the parties
hereto desire to amend and restate certain provisions of the Original Trust
Indenture with respect to the security interests granted by each of the SEN
Trustee and Borrower thereunder pursuant to the terms and conditions hereof and
of that certain Common Agreement, dated as of April 29, 2003 (the “Common
Agreement”), among Borrower, Minera México, S.A. de C.V., a sociedad
anónima de capital variable organized and existing under the laws of
Mexico (“MM”)
and each of the other Guarantors, the SEN Trustee, the SEN Holders, the Bank
Holders signatories thereto (the “Bank Holders”), Bank of America, N.A., as
administrative agent for the Bank 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”) and the SEN Collateral Agent; and


 

















 


WHEREAS, in connection
therewith, the parties hereto desire to provide for the ratable security of
each of the Secured Obligations, upon the terms and subject to the conditions
set forth herein.


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual covenants and agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree that, on
the Effective Date (as defined herein), certain provisions of the Original
Trust Indenture with respect to the security interests granted by each of the
SEN Trustee and Borrower thereunder shall be amended and restated as follows
(it being understood that certain provisions of the Original Trust Indenture
are concurrently herewith being amended and restated pursuant to the Indenture
and the Common Agreement, and that this Agreement, the Indenture and the Common
Agreement, collectively, constitute an amendment and restatement of the
Original Trust Indenture in its entirety with respect to the security interests
granted by each of the SEN Trustee and Borrower):


 


ARTICLE I


 


DEFINITIONS;
RULES OF CONSTRUCTION


 


Section 1.1.                Definitions.  Capitalized terms used but not otherwise
defined herein or in Appendix A hereto shall have the meanings ascribed
thereto in Appendix A to the Common Agreement or Appendix A to
the Indenture, as applicable.


 


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


 


Section 1.3.                Conflict with
the Common Agreement.  Other than
with respect to Sections 2.2, 2.4 and 8.2 and any rights,
protections and obligations of the SEN Collateral Agent hereunder, in the event
of any conflict between this Agreement and the Common Agreement, the terms of
the Common Agreement shall control.


 


ARTICLE II


 


GRANTS OF
SECURITY INTERESTS


 


Section 2.1.                Grant of
Security Interests by Borrower.


 


(a)                                  As security for the prompt and
complete payment and performance in full of all of the Borrower SEN Trust
Obligations, Borrower hereby assigns, pledges and transfers to the SEN
Collateral Agent, for itself and the ratable benefit of the SEN Trustee, and
grants to the SEN Collateral Agent, for itself and the ratable benefit of the
SEN Trustee, a security interest in and continuing lien on all of Borrower’s
right, title and interest in, to and under the Borrower Collateral, in each
case, whether now owned or existing or hereafter acquired or arising, and
wherever located (the “SEN Trust Borrower Lien”).


 


2

















 


(b)                                 As security for the prompt and
complete payment and performance in full of all of the Borrower SEN Holders
Obligations, Borrower hereby assigns, pledges and transfers to the SEN
Collateral Agent, for itself and the ratable benefit of each of the SEN
Holders, and grants to the SEN Collateral Agent, for itself and the ratable
benefit of the SEN Holders, a security interest in and continuing lien on all
of Borrower’s right, title and interest in, to and under the Borrower
Collateral, in each case, whether now owned or existing or hereafter acquired
or arising, and wherever located (the “SEN Holders Borrower Lien”), which Lien
shall be subordinate in all material respects to the SEN Trust Borrower Lien as
set forth in Section 2.2.


 


(c)                                  Notwithstanding anything herein to
the contrary, (i) Borrower shall remain liable for all of its obligations under
the Borrower Collateral and nothing contained herein is intended or shall be a
delegation of duties to the SEN Collateral Agent or any other Secured Party,
(ii) Borrower shall remain liable under each of the agreements included in or
related to the Borrower Collateral and neither the SEN Collateral Agent nor any
other Secured Party shall have any obligation or liability under such
agreements by reason of or arising out of this Agreement or any other document
related thereto, nor shall the SEN Collateral Agent or any other Secured Party
have any obligation to make any inquiry as to the nature or sufficiency of any
payment received by Borrower or have any obligation to take any action to
collect or enforce any rights under such agreements and (iii) the exercise by
the SEN Collateral Agent of any of its rights hereunder shall not release
Borrower from any of its duties or obligations under each of the agreements
included in or related to the Borrower Collateral.


 


Section 2.2.                Subordination
of SEN Holders Borrower Lien.


 


(a)                                  Each SEN Holder hereby agrees that,
regardless of the time or order of attachment or the time, order or manner of
perfection or the time or order of filing financing statements, mortgages or
other security arrangements or documents with respect to the SEN Holders
Borrower Lien, or anything in any Operative Document to the contrary, until the
Borrower SEN Trust Obligations have been indefeasibly satisfied in full in
cash, (i) the SEN Holders Borrower Lien, and the security interests of the SEN
Collateral Agent, for itself and the ratable benefit of each SEN Holder, in the
Borrower Collateral (as it may hereafter be amended from time to time) shall in
all respects be, and are hereby expressly made, subject and subordinate at all
times to the SEN Trust Borrower Lien and the security interest of the SEN
Collateral Agent, for itself and the ratable benefit of the SEN Trustee, in the
Borrower Collateral (as it may hereafter be amended from time to time) and (ii)
neither the SEN Collateral Agent, for itself or the ratable benefit of the SEN
Holders, nor any SEN Holder shall at any time contest (x) the validity,
perfection, priority or enforceability of the SEN Trust Borrower Lien or the
security interest of the SEN Collateral Agent, for itself and the ratable
benefit of the SEN Trustee, in the Borrower Collateral or (y) the subordination
of the SEN Holders Borrower Lien to the SEN Trust Borrower Lien in accordance
with the terms hereof.


 


(b)                                 Nothing contained in this Agreement
shall in any way impair or affect any Borrower Lien except as to the terms of
subordination set forth in this Section 2.2.


 


3

















 


Section 2.3.                Grant of
Security Interests by Guarantors.


 


(a)                                  As security for the prompt and
complete payment and performance in full of all the Guarantor SEN Trust
Obligations, each Guarantor hereby assigns, pledges and transfers to the SEN
Collateral Agent, for itself and the ratable benefit of the SEN Trustee, and
grants to the SEN Collateral Agent, for itself and for the ratable benefit of the
SEN Trustee, a security interest in and continuing lien on all of such
Guarantor’s right, title and interest in, to and under the Guarantor
Collateral, in each case, whether now owned or existing or hereafter acquired
or arising, and wherever located (the “SEN Trust Guarantor Lien”).


 


(b)                                 As security for the prompt and
complete payment and performance in full of all the Guarantor SEN Holders
Obligations, each Guarantor hereby assigns, pledges and transfers to the SEN
Collateral Agent, for itself and the ratable benefit of each of the SEN
Holders, and grants to the SEN Collateral Agent, for itself and for the ratable
benefit of each of the SEN Holders, a security interest in and continuing lien
on all of such Guarantor’s right, title and interest in, to and under the
Guarantor Collateral, in each case, whether now owned or existing or hereafter
acquired or arising, and wherever located (the “SEN Holders Guarantor Lien”),
which Lien shall be subordinate in all material respects to the SEN Trust
Guarantor Lien as set forth in Section 2.4.


 


(c)                                  Notwithstanding anything herein to
the contrary, (i) each Guarantor shall remain liable for all of its obligations
under the Guarantor Collateral and nothing contained herein is intended or
shall be a delegation of duties to the SEN Collateral Agent or any other
Secured Party, (ii) each Guarantor shall remain liable under each of the
agreements included in or related to the Guarantor Collateral to which it is a
party and neither the SEN Collateral Agent nor any other Secured Party shall
have any obligation or liability under such agreements by reason of or arising
out of this Agreement or any other document related thereto, nor shall the SEN
Collateral Agent nor any other Secured Party have any obligation to make any
inquiry as to the nature or sufficiency of any payment received by any
Guarantor or have any obligation to take any action to collect or enforce any
rights under such agreements and (iii) the exercise by the SEN Collateral Agent
of any of its rights hereunder shall not release the Guarantor from any of its
duties or obligations under each agreements included in or related to the
Guarantor Collateral to which it is a party.


 


Section 2.4.                Subordination
of SEN Holders Guarantor Lien.


 


(a)                                  Each SEN Holder hereby agrees that,
regardless of the time or order of attachment or the time, order or manner of
perfection or the time or order of filing financing statements, mortgages or
other security arrangements or documents with respect to the SEN Holders
Guarantor Lien, or anything in any Operative Document to the contrary, until
the Guarantor SEN Trust Obligations have been indefeasibly satisfied in full in
cash, (i) the SEN Holders Guarantor Lien, and the security interest of the SEN
Collateral Agent, for itself and the ratable benefit of each of the SEN
Holders, in the Guarantor Collateral (as it may hereafter be amended from time
to time) shall in all respects be, and is hereby expressly made, subject and
subordinate at all times to the SEN Trust Guarantor Lien and the security
interest of the SEN Collateral Agent, for itself and the ratable benefit of the
SEN Trustee, in the Guarantor Collateral (as it may hereafter be amended from
time to time) and (ii) neither the SEN Collateral Agent, for


 


4

















 


itself
and the ratable benefit of the SEN Holders, nor the SEN Holders shall at any
time contest (x) the validity, perfection, priority or enforceability of the
SEN Trust Guarantor Lien or the security interest of the SEN Collateral Agent,
for itself and the ratable benefit of the SEN Trustee, in the Guarantor
Collateral or (y) the subordination of the SEN Holders Guarantor Lien to the
SEN Trust Guarantor Lien in accordance with the terms hereof.


 


(b)                                 Nothing contained in this Agreement
shall in any way impair or affect any Guarantor Lien except as to the
subordination set forth in this Section 2.4.


 


Section 2.5.                Grant of
Security Interest by SEN Trustee.


 


(a)                                  As security for the prompt and
complete payment and performance in full of all the SEN Trust Obligations, the
SEN Trustee hereby assigns, pledges and transfers to the SEN Collateral Agent,
for itself and the ratable benefit of each of the SEN Holders, and grants to
the SEN Collateral Agent, for itself and for the ratable benefit of each of the
SEN Holders, a security interest in and continuing lien on all of the SEN
Trustee’s right, title and interest in, to and under the SEN Trust Collateral,
in each case, whether now owned or existing or hereafter acquired or arising,
and wherever located (the “SEN Trust Lien”).


 


(b)                                 Notwithstanding anything herein to
the contrary, (i) the SEN Trustee shall remain liable for all obligations under
the SEN Trustee Collateral and nothing contained herein is intended or shall be
a delegation of duties to the SEN Collateral Agent nor any other Secured Party,
(ii) the SEN Trustee shall remain liable under each of the agreements included
in or related to the SEN Trustee Collateral and neither the SEN Collateral
Agent nor any other Secured Party shall have any obligation or liability under
any of such agreements by reason of or arising out of this Agreement or any
other document related thereto, nor shall the SEN Collateral Agent nor any
other Secured Party (other than the SEN Trustee) have any obligation to make
any inquiry as to the nature or sufficiency of any payment received by the SEN
Trustee or have any obligation to take any action to collect or enforce any
rights under any such agreements and (iii) the exercise by the SEN Collateral
Agent of any of its rights hereunder shall not release the SEN Trustee from any
of its duties or obligations under each agreement included in or related to the
SEN Trustee Collateral.


 


ARTICLE III


 


ACCOUNTS


 


Section 3.1.                Collection
Accounts.


 


(a)                                  The SEN Collateral Agent has
established the following segregated collection accounts, each denominated in
Dollars and maintained by the SEN Collateral Agent in New York City at its
Corporate Trust Office, for the benefit of the SEN Collateral Agent
(collectively, the “Collection Accounts” and each,
individually, a “Collection Account”):


 


(i)                                     account number 10-877141 titled
“Minera México, S.A. de C.V. Collection Account for the benefit of HSBC Bank
USA, as SEN Collateral Agent”;


 


5

















 


(ii)                                  account number 10-877698 titled
“Industrial Minera México, S.A. de C.V. Collection Account for the benefit of
HSBC Bank USA, as SEN Collateral Agent”;


 


(iii)                               account number 10-877700 titled
“Mexicana de Cobre, S.A. de C.V. Collection Account for the benefit of HSBC
Bank USA, as SEN Collateral Agent”;


 


(iv)                              account number 10-877697 titled
“Minera Mexico Internacional, Inc. Collection Account for the benefit of HSBC
Bank USA, as SEN Collateral Agent”;


 


(v)                                 account number 10-877699 titled
“Minerales Metálicos del Norte, S.A. Collection Account for the benefit of HSBC
Bank USA, as SEN Collateral Agent”;


 


(vi)                              account number 10-877701 titled
“Mexicana de Cananea, S.A. de C.V. Collection Account for the benefit of HSBC
Bank USA, as SEN Collateral Agent”;


 


(vii)                           account number 10-878142 titled
“Mexicana del Arco, S.A. de C.V. Collection Account for the benefit of HSBC
Bank USA, as SEN Collateral Agent”;


 


(viii)                        account number 10-878143 titled
“Minerales y Minas Mexicanas, S.A. de C.V. Collection Account for the benefit
of HSBC Bank USA, as SEN Collateral Agent”;


 


(ix)                                account number 10-878144 titled
“Compania de Terrenos e Inversiones de San Luis Potosí, S.C. por A., S.A.
Collection Account for the benefit of HSBC Bank USA, as SEN Collateral Agent”;


 


(x)                                   account number 10-878145 titled
“México Compañía Inmobiliaria, S.A. Collection Account for the benefit of HSBC
Bank USA, as SEN Collateral Agent”;


 


(xi)                                account number 10-878146 titled
“Proyecciones Urbanísticas, S. de R.L. de C.V. Collection Account for the benefit
of HSBC Bank USA, as SEN Collateral Agent”;


 


(xii)                             account number 10-878147 titled
“Guarantor Advance Payment Account for the benefit of HSBC Bank USA, as SEN
Collateral Agent” (the “Guarantor Advance Payment Account”); and


 


(xiii)                          account number 10-878148 titled
“Borrower Collection Account for the benefit of HSBC Bank USA, as SEN
Collateral Agent” (the “Borrower Collection Account”).


 


For purposes hereof, each of the accounts listed in subclauses (i)
through (xii) above shall constitute, collectively, the “Guarantor Collection Accounts”.


 


(b)                                 The SEN Collateral Agent has
established the following segregated accounts, each denominated in Dollars and
maintained by the SEN Collateral Agent in New York City at its Corporate Trust
Office, for the benefit of the SEN Collateral Agent:


 


6

















 


(i)                                     account number 10-877994 titled
“Borrower Investment Account for the benefit of HSBC Bank USA, as SEN
Collateral Agent” (the “Investment Account”); and


 


(ii)                                  account number 10-877702 titled “SEN
Interest Reserve Account for the benefit of HSBC Bank USA, as SEN Collateral
Agent” (the “SEN Interest Reserve Account”).


 


For purposes hereof, (x) the account listed in Section 3.1(a)(xiii)
and each of the accounts listed in subclauses (i) and (ii) above shall
constitute, collectively, the “Borrower Accounts” and (y) the Guarantor
Collection Accounts and the Borrower Accounts shall constitute, collectively,
the “Pledged
Accounts”.


 


(c)                                  All funds will be deposited and
withdrawn from each Pledged Account in accordance with the terms and provisions
hereof.  Until the Obligations of each
of Borrower, the Guarantors and the SEN Trustee under the Operative Documents
shall have been indefeasibly satisfied in full in cash, Borrower, the Guarantors
and the SEN Trustee shall not have any rights to any funds credited to the
Pledged Accounts, except as expressly provided in Section 3.3.


 


(d)                                 Upon the occurrence and during the
continuance of a Default or Event of Default, all monies retained in the
Collection Accounts shall be transferred to the Investment Account and pooled
and invested in Permitted Investments in accordance with the terms and
conditions set forth herein.


 


Section 3.2.                Required
Deposits to the Collection Accounts.


 


(a)                                  Each of Borrower and each Guarantor
agrees that it will cause all amounts payable to it with respect to Export
Sales to be made in accordance with Section 5.2 and paid directly to the
SEN Collateral Agent for credit to the applicable Collection Account.  Any payments received by the SEN Collateral
Agent in respect of Export Sales not denominated in Dollars shall be converted
into Dollars by the SEN Collateral Agent in accordance with Section  14.06 of the Common Agreement promptly
following receipt thereof.  In furtherance
of the foregoing, each Guarantor will comply with Section 4.03 of the
Common Agreement and deliver to each of its Customers, on or prior to the
Effective Date, a Customer Notice and Acknowledgement (x) notifying such
Customer that the Export Receivables and the Export Proceeds have been pledged
and assigned to the SEN Collateral Agent for the ratable benefit of the Secured
Parties, (y) irrevocably authorizing and directing such Customer to pay all
amounts owed by it under or in respect of present or future sales of metals
products by Borrower or such Guarantor, as applicable, directly into the
Collection Account specified in the Customer Notice and (z) directing such
Customer to execute and deliver such Customer Notice and Acknowledgement.  A copy of each Customer Notice and
Acknowledgement received by Borrower and each Guarantor on or prior to the
Effective Date shall be delivered to the SEN Collateral Agent on the Effective
Date.  After the Effective Date, from
time to time, Borrower and each Guarantor shall deliver a Customer Notice and
Acknowledgement to Customers as necessary in order to comply with Section
4.03 of the Common Agreement. 
Borrower and each Guarantor shall require that each Customer (other than
any Customer located, or the principal place of business of which is located,
in a country with a Dollar denominated long-term 


 


7

















 


indebtedness
rated at all times “BBB-“ or better by Standard & Poor’s) for an Export
Sale provide Borrower or such Guarantor, as applicable, with (x) a Letter of
Credit; provided that with respect to this Section 3.2(a) only,
the rating required for the depositary institution issuing or guaranteeing such
Letter of Credit shall be at least “BBB-“ from Standard & Poor’s or (y) an
advance cash payment, in each case in an amount sufficient to pay any and all
amounts due by such Customer in connection with each such Export Sale.  The SEN Collateral Agent shall credit all
amounts paid by any Customer with respect to any Export Sale to the applicable
Collection Account in accordance with this Section 3.2(a) promptly upon
receipt thereof and shall apply such funds in accordance with Section 3.3.


 


(b)                                 Notwithstanding the foregoing, if at
any time Borrower or any Guarantor receives any payments under or in connection
with any Export Proceed or Export Receivable or otherwise that have been
assigned to the SEN Collateral Agent pursuant to this Agreement, all such
amounts (i) shall be held by Borrower or such Guarantor, as applicable, as
agent of and in trust for the SEN Collateral Agent, (ii) shall be segregated
from other funds of Borrower or such Guarantor, as applicable, and shall,
immediately upon receipt (and in any event no later than three (3) Business
Days thereafter) be turned over to the SEN Collateral Agent by Borrower or such
Guarantor, as applicable, for credit to the applicable Collection Account in
the same form as received by Borrower or such Guarantor (and, if received in
the form of a check, note or any other instrument, duly endorsed in favor of
the SEN Collateral Agent).


 


Section 3.3.                Application of
Funds in the Collection Accounts; Advance Payments.


 


(a)                                  Unless a Responsible Officer of the
SEN Collateral Agent shall have received written notice that an Event of Default
shall have occurred and be continuing, or except as set forth in (i) Section
3.3(b) with respect to any Excess Advance Payment, (ii) Section 3.3(c)
with respect to notice from a Qualified L/C Provider or (iii) Section 3.4(a)
with respect to any Account Deficit, the SEN Collateral Agent shall, on each
Business Day, transfer any (i) amounts deposited in each Guarantor Collection
Account or (ii) Excess Funds in the Borrower Collection Account, in each case
as of 3:00 p.m. New York City time, in accordance with the Transfer
Instructions, as such Transfer Instructions may be modified at any time and
from time to time by notice to the SEN Collateral Agent from any Guarantor or
Borrower, as applicable, and any and all Liens created on such Export Proceeds
or Export Receivables hereunder shall be released and discharged with respect
to such amounts paid to each Guarantor or to Borrower.


 


(b)                                 If any payment under an Export Sale
is made by a Customer in connection with the shipment of metals products to
such Customer more than ninety (90) days after the date of such payment (any
such payment, an “Advance Payment”), Borrower or the
Guarantor party to such Export Sale shall notify the SEN Collateral Agent,
prior to receipt of such Advance Payment, of the character of such payment, the
amount of such payment and the amount of all Advance Payments owed to Borrower
and all Guarantors then outstanding and whether the amount of such Advance
Payment together with the amount of all other Advance Payments owed to Borrower
and all Guarantors then outstanding exceeds $50,000,000 (the “Advance
Payment Limit”).  If Borrower
or any Guarantor notifies the SEN Collateral Agent that the Advance Payments
owed to Borrower and all Guarantors then outstanding exceeds the Advance
Payment Limit, such amount in excess of the Advance Payment Limit (the “Excess
Advance Payment”)


 


8

















 


shall
(i) not be paid by the SEN Collateral Agent to Borrower or the relevant
Guarantor as otherwise provided in Section 3.3(a), (ii) be credited to
the Guarantor Advance Payment Account and (iii) be invested in accordance with Section
3.6(b).  Portions of such Excess
Advance Payment shall be paid by the SEN Collateral Agent to Borrower or any
applicable Guarantor in accordance with Section 3.3(a) (any such
portion, a “Released Portion”) upon the SEN Collateral Agent’s receipt of
a certificate of a Responsible Officer of Borrower or such Guarantor certifying
the amount of the Released Portion and that the metals products subject to the
Export Sale giving rise to such Released Portion have been delivered by
Borrower or the Guarantor party to such Export Sale in accordance with the
terms of such Export Sale.


 


(c)                                  If on any Business Day (a “Transfer
Date”) when funds in any Collection Account would (but for the
provisions of this Section 3.3(c)) be transferred to Borrower or a
Guarantor as provided in Section 3.3(a), any Qualified L/C Provider
shall have delivered to the SEN Collateral Agent at least one (1) Business Day
prior to such Transfer Date a Qualified L/C Provider Notice, which notice shall
not have been withdrawn by any subsequent notice, the SEN Collateral Agent
shall apply such funds (to the payment of any amount specified in such
Qualified L/C Provider Notice) to such Qualified L/C Provider.


 


Section 3.4.                SEN Interest
Reserve Account; Borrower Collection Account.


 


(a)                                  On the Effective Date, Borrower
shall cause the SEN Required Reserve Amount to be credited to the SEN Interest
Reserve Account; provided, however, that Borrower may satisfy
this condition through the delivery to the SEN Collateral Agent of a Letter of
Credit complying with and governed by the terms of Section 3.4(b) in the
amount of the SEN Required Reserve Amount. 
From and after the Effective Date, the amount deposited in the SEN
Interest Reserve Account shall always be at least equal to the SEN Required
Reserve Amount (less the amount of any undrawn Letter of Credit provided as set
forth in Section 3.4(b)).  If at
any time the SEN Required Reserve Amount (less the amount of any undrawn Letter
of Credit provided as set forth in Section 3.4(b)) is reduced, or if,
after payment of Scheduled Debt Service on any Monthly Payment Date there are
funds in the SEN Interest Reserve Account in excess of the SEN Required Reserve
Amount (the “Excess Funds”), the SEN Collateral Agent shall cause all such
Excess Funds, if any, in the SEN Interest Reserve Account to be credited
promptly to the Borrower Collection Account and disbursed in accordance with Section
3.3(a).  If at any time the SEN
Required Reserve Amount (less the amount of any undrawn Letter of Credit
provided as set forth in Section 3.4(b)) is increased, or the SEN
Required Reserve Amount is in excess of the funds in the SEN Interest Reserve
Account (an “Account Deficit”), the SEN Collateral Agent shall notify
Borrower and each other Secured Party in writing of such Account Deficit and
shall simultaneously cause funds, if any, in any Collection Account to be
transferred and credited to the SEN Interest Reserve Account in an amount up to
the Account Deficit; provided, however, that failure of the SEN
Collateral Agent to give, or of any other Secured Party or Borrower to receive,
any such notice shall not impair the validity of such transfer and credit.


 


(b)                                 Borrower may provide one or more
Letters of Credit (i) for a minimum initial term of three hundred and sixty
five (365) days and (ii) by its terms allowing the SEN Collateral Agent, upon
presentation of a sight draft, to make same day drawings under such Letter of
Credit in an amount sufficient at all times to satisfy the requirements of this
Section 3.4.  Borrower shall
notify the SEN Collateral Agent and each Secured Party at least forty five (45)


 


9

















 


days prior
to the expiration date of any Letter of Credit referred to in the previous
sentence as to whether Borrower intends to obtain a replacement Letter of
Credit.  If, two (2) Business Days prior
to the expiration date of any such Letter of Credit, Borrower fails to (i)
deliver to the SEN Collateral Agent a replacement irrevocable Letter of Credit
complying with the terms of this Section 3.4(b) and (ii) fund the SEN
Interest Reserve Account in cash (excluding the amount of the expiring Letter
of Credit), the SEN Collateral Agent shall draw on the Letter of Credit and
apply the proceeds thereof to fund the SEN Interest Reserve Account in an
amount sufficient to satisfy the requirements of this Section 3.4.


 


(c)                                  If (i) Borrower fails to make any
interest (including Additional Amounts) 
payments on any Borrower Note on the date when due and as specified
herein or in the Common Agreement or (ii) the SEN Trustee fails to make any
interest (including Additional Amounts) payments on any Secured Notes on the
date when due and as specified herein or in the Common Agreement, the SEN
Collateral Agent will, on such date, draw on the SEN Interest Reserve Account
as required to permit Borrower to make such payments due on the Borrower Notes
and to permit the SEN Trustee to make the payments due on the Secured
Notes.  In the event of any such
drawing, the SEN Interest Reserve Account shall immediately (and in any event
no later than two (2) Business Days thereafter) be replenished by Borrower or
the Guarantors to satisfy the requirements of this Section 3.4; provided,that the SEN Collateral Agent shall notify Borrower and each Secured Party
of any such drawing; provided, further, that the failure of the
SEN Collateral Agent to give, or of any Secured Party and Borrower to receive,
any such notice shall not modify the obligation of Borrower or the Guarantors
to replenish the SEN Interest Reserve Account in accordance with this Section
3.4(c).  The SEN Collateral Agent
Amounts due and owing hereunder as of any Monthly Payment Date that have
remained unpaid after demand upon Borrower for payment given not less than ten
(10) Business Days prior to such Monthly Payment Date may be transferred from
the SEN Interest Reserve Account to effect such payment (but not in excess of
the SEN Collateral Agent Scheduled Amount for any calendar year).


 


(d)                                 Any withdrawal of funds by the SEN
Collateral Agent in accordance with and pursuant to this Section 3.4 is
subject in all respects to Section 12.08 of the Common Agreement.


 


Section 3.5.                Cash Trapping
Events.


 


(a)                                  Upon the receipt by a Responsible
Officer of the SEN Collateral Agent of written notice of the occurrence of an
Immediate SEN Cash Trapping Event of Default, the SEN Collateral Agent shall,
without notice to Borrower, any Guarantor or any other Secured Party, and
without any further action being taken on the part of the SEN Trustee, the SEN
Holders or the Bank Holders, cease to allow withdrawal by Borrower, any
Guarantor or any Affiliates of Borrower or any Guarantor of cash in any Pledged
Account, which action by the SEN Collateral Agent shall continue for the
duration of the Immediate SEN Cash Trapping Period.  During the Immediate SEN Cash Trapping Period, the SEN Collateral
Agent shall transfer daily all amounts in any Collection Account to the
Investment Account and shall thereafter apply all amounts in the Investment
Account in accordance with the terms and conditions set forth in Article
VIII of the Common Agreement.


 


10

















 


(b)                                 Upon the occurrence of a SEN Cash
Trapping Event of Default, the SEN Collateral Agent shall, upon receipt of
written direction signed by the Required SEN Holders and without notice to
Borrower or any Guarantor, cease to allow withdrawal by Borrower, any Guarantor
or any Affiliates of Borrower or any Guarantor of cash in any Pledged Account,
which action by the SEN Collateral Agent shall continue for the duration of the
SEN Cash Trapping Period.  During the
SEN Cash Trapping Period, the SEN Collateral Agent shall transfer daily all
amounts in any Collection Account  to
the Investment Account and shall thereafter apply all amounts in the Investment
Account in accordance with the terms and conditions set forth in Article
VIII of the Common Agreement.


 


(c)                                  Upon the receipt by a Responsible
Officer of the SEN Collateral Agent of written direction from the Financial
Advisor that an Acknowledgement SEN Cash Trapping Event has occurred, the SEN
Collateral Agent shall, without notice to Borrower, any Guarantor or any other Secured
Party, and without any further action being taken on the part of the SEN
Trustee, the SEN Holders or the Bank Holders, cease to allow withdrawal by
Borrower, any Guarantor or any Affiliates of Borrower or any Guarantor of cash
in any Pledged Account in an amount equal to the Acknowledgement Cash Trapping
Amount set forth in such direction, which action by the SEN Collateral Agent
shall continue for the duration of the applicable Acknowledgement SEN Cash
Trapping Period.  During each
Acknowledgement SEN Cash Trapping Period, the SEN Collateral Agent shall
transfer daily amounts in any Collection Account to the Investment Account
until such amounts are equal to the Acknowledgement Cash Trapping Amount for
such Acknowledgement SEN Cash Trapping Period, and shall thereafter apply all
amounts in the Investment Account in accordance with the terms and conditions
set forth in Article VIII of the Common Agreement.


 


Section 3.6.                Statements;
Investment of Funds.


 


(a)                                  The SEN Collateral Agent shall
provide the Financial Advisor, Borrower, the SEN Trustee and each other Secured
Party with a written statement of the balances from time to time in each
Collection Account, the Investment Account and the SEN Interest Reserve Account
and of each credit or debit on each such account during the prior calendar
month (i) by the fifteenth day of each calendar month and (ii) promptly after
any payment pursuant to the last two sentences of Section 3.4(a), the
last sentence of Section 3.4(b), the first sentence of Section 3.4(c)
or the last sentence of Section 3.4(c).


 


(b)                                 To the extent not applied as
provided in Section 3.3 or Section 3.4, funds (i) in the SEN
Interest Reserve Account, the Borrower Collection Account or the Investment
Account, (ii) remaining on deposit in the Guarantor Advance Payment Account
with respect to any Advance Payment or (iii) remaining on deposit in any other
Collection Account during the continuance of a Default or an Event of Default
shall be invested  by the SEN Collateral
Agent, as specified in a Borrower Order, in Permitted Investments.  Borrower shall deliver to the SEN Collateral
Agent on the Effective Date a Borrower Order specifying its initial investment
instructions that shall remain in effect until changed by a subsequent Borrower
Order given not less than five (5) Business Days before the effective date of
such change.  All such Permitted
Investments shall be maintained in the name of the SEN Collateral Agent and
pledged to the SEN Collateral Agent to be held by it as part of the SEN
Collateral hereunder, and the SEN Collateral Agent shall be authorized to
endorse any of such Permitted Investments in any manner


 


11

















 


satisfactory
to it, on behalf of Borrower.  The SEN
Collateral Agent may rely and shall be fully protected in its reliance on a
Borrower Order that complies with the provisions hereof, and shall be
indemnified in accordance with the terms of Section 11.01 of the Common
Agreement.  During the continuance of a
Default or an Event of Default, all earnings on Permitted Investments shall be
credited to the Investment Account upon receipt thereof by the SEN Collateral
Agent and will become part of the SEN Collateral; provided, however,
that in the case of a Default or an Event of Default after all outstanding
amounts (including any Additional Amounts and any Make-Whole Amount) owed on
the Notes are indefeasibly paid in full in cash, in each case such earnings
will no longer constitute SEN Collateral and the SEN Collateral Agent will
cause such earnings to be credited to the appropriate Collection Account and
paid to Borrower or the relevant Guarantor in accordance with Section 3.3(a).  All earnings on Permitted Investments in the
SEN Interest Reserve Account shall be remitted to Borrower in accordance with Section
3.4 promptly after being credited and so long as at the time of such
remittance no Event of Default has occurred and is continuing, so long as such
earnings constitute Excess Funds. 
Whenever the SEN Collateral Agent is required or permitted to make any
payment or transfer under this Agreement, the SEN Collateral Agent shall have
the right, and is hereby irrevocably authorized, to sell or otherwise liquidate
any Permitted Investments to the extent necessary to make such payment or transfer
and shall have no liability to Borrower, the SEN Trustee or the SEN Holders for
and shall be fully protected by Borrower from and against any losses incurred
in connection with such sale or liquidation.


 


Section 3.7.                Obligations
Absolute.  Notwithstanding anything
to the contrary in this Article III, nothing herein shall be construed
to relieve or diminish the absolute obligation of Borrower, the Guarantors and
the SEN Trustee to pay and perform in full its obligations under each Operative
Document to which it is a party in accordance with the terms thereof.


 


ARTICLE IV


 


REPRESENTATIONS
AND WARRANTIES


 


Each of Borrower, each
Guarantor and the SEN Trustee represents and warrants to the SEN Collateral
Agent and each Holder, as of the date hereof, as follows:


 


Section 4.1.                Ownership of
Collateral.  Each of Borrower, each
Guarantor and the SEN Trustee owns the SEN Collateral purported to be owned by
it or otherwise has the rights it purports to have in each item of the SEN
Collateral and, as to all SEN Collateral whether now existing or hereafter
acquired, will continue to own or otherwise have such rights as it purports to
have in each item of the SEN Collateral, in each case free and clear of any and
all Liens, rights or claims of other Persons (other than Permitted Liens).


 


Section 4.2.                Filings.  Upon the filing of all UCC financing
statements naming each of Borrower, each Guarantor and the SEN Trust as
“Debtor” and the SEN Collateral Agent as “Secured Party” and describing the SEN
Collateral in the filing offices set forth opposite the name of each such
Borrower, each Guarantor and the SEN Trust on Schedule 4.2-A (as such
schedule may be amended or supplemented from time to time), the security
interests granted to the SEN Collateral Agent hereunder constitute valid and
perfected Liens.  Other than the


 


12

















 


financing statements filed in favor of the SEN Collateral Agent
pursuant to this Agreement, no effective UCC financing statement, fixture
filing or other instrument similar in effect under any Applicable Law covering
all or any part of the SEN Collateral is on file in any filing or recording
office, except for (a) the financing statements filed in favor of the SEN
Collateral Agent pursuant to the Original Trust Indenture set forth on Schedule
4.2-B, which financing statements shall be amended as required by the SEN
Holders and the SEN Trustee in their sole discretion and copies of which shall
be filed prior to or on the Effective Date and (b) financing statements filed
in connection with Permitted Liens.


 


Section 4.3.                Voting Rights.  All actions and consents, including all
filings, notices, registrations and recordings necessary or desirable for the
exercise by the SEN Collateral Agent of the voting or other rights provided for
in this Agreement or the exercise of remedies in respect of the SEN Collateral
have been made or obtained.


 


Section 4.4.                Names;
Organizational Identification Numbers, etc.  Set forth on Schedule 4.4 (as such schedule may be amended
or supplemented from time to time) is the following information with respect to
each of Borrower, each Guarantor and the SEN Trustee: (a) full legal name, (b)
type of organization, (c) jurisdiction of organization, (d) organizational
identification number and (e) jurisdiction of chief executive office or sole
place of business as of the Effective Date and for the year prior to the
Effective Date.


 


Section 4.5.                Changes in
Legal Name; Jurisdiction of Organization, etc.  Except as may be set forth on Schedule 4.5, none of
the Borrower, the Guarantors and the SEN Trust (a) has changed its name,
jurisdiction of organization, chief executive office or sole place of business
or its corporate structure in any way (e.g. by merger, consolidation, change in
corporate form or otherwise) within the past five (5) years or (b) become bound
(whether as a result of merger or otherwise) as debtor under a security
agreement entered into by another Person, which has not heretofore been
terminated.


 


ARTICLE V


 


AFFIRMATIVE
COVENANTS


 


Each of Borrower, each
Guarantor and the SEN Trustee agrees that, until the Secured Obligations have
been satisfied in full, it shall comply with each of the Affirmative Covenants
set forth in this Article V, as applicable.


 


Section 5.1.                Common
Agreement Affirmative Covenants. 
Each of the Affirmative Covenants set forth in Article IV of the
Common Agreement with respect or relating to the SEN Collateral and the
obligations of Borrower and each Guarantor hereunder shall be deemed to be
incorporated herein as if the same were set out in full herein.


 


Section 5.2.                Payment
Denominations.  All Export Sales for
any metals products shall provide for payment to the relevant Collection
Account in Dollars, Pounds Sterling or Euros and at least eighty percent (80%)
of the Export Proceeds received in any fiscal year shall be denominated in
Dollars.


 


13

















 


Section 5.3.                Investment
Losses.  In the event of a loss on
any investment of funds credited to any Pledged Account, Borrower and any
Guarantor shall, on or before the next Monthly Payment Date at least five (5)
Business Days following the date Borrower receives notice and quantification of
such loss by notice from the SEN Collateral Agent and in addition to all
amounts otherwise required to be credited to subject Pledged Account, as the
case may be, pursuant to this Agreement, pay to the SEN Collateral Agent in
immediately available funds an amount equal to the amount of such loss for
credit to the subject Pledged Account (and with respect to the SEN Interest
Reserve Account, to the extent necessary to maintain the SEN Required Reserve
Amount therein measured as of such Monthly Payment Date), as the case may
be.  The SEN Collateral Agent shall
receive and be entitled to rely on notice from the Financial Advisor of any
such loss prior to providing any notice hereunder.


 


Section 5.4.                Defense of SEN
Collateral.  Each of Borrower, each
Guarantor and the SEN Trustee shall defend the SEN Collateral against all
Persons at any time claiming an interest therein.


 


Section 5.5.                Notice of
Adverse Effect on SEN Collateral. 
Each of Borrower, each Guarantor and the SEN Trust shall promptly notify
the SEN Collateral Agent in writing of any event that may materially adversely
affect the value of the SEN Collateral or any portion thereof, its ability or
the ability of the SEN Collateral Agent to dispose of the SEN Collateral or any
portion thereof or the rights and remedies of the SEN Collateral Agent in
relation thereto, including the levy of any legal process against the SEN
Collateral or any portion thereof.


 


Section 5.6.                Guarantor
Designations.  Borrower shall
designate any Subsidiary or newly acquired or formed Subsidiary as a Guarantor
hereunder (each such Subsidiary, a “New Guarantor”) in accordance with Section
4.19 of the Common Agreement and subject to the satisfaction of the
following conditions:


 


(i)                                     each New Guarantor shall become a
party to this Agreement by executing and delivering to the SEN Collateral Agent
a signature page to this Agreement identifying such New Guarantor as a “Guarantor”
hereunder, which signature page shall be dated its date of execution, and
Borrower and such New Guarantor shall execute and deliver, or cause to be
executed and delivered, all such other documentation that would have been
required to be executed and delivered pursuant hereto if such New Guarantor had
been a “Guarantor”
as of the Effective Date, each subject to the satisfaction of each Secured
Party;


 


(ii)                                  each New Guarantor that executes and
delivers the items set forth in this Section 5.6 by such execution and
delivery shall be (i) deemed to be a “Guarantor” for all purposes hereof as of
the date of such New Guarantor’s signature page to this Agreement, (ii) bound
by all of the terms and provisions of this Agreement and (iii) representing and
warranting that, subject to any applicable exceptions, all of the
representations and warranties contained in Article III of the Common
Agreement and any other Operative Document, as applied to such New Guarantor,
are true and correct on and as of the date of such New Guarantor’s signature
page to this Agreement; and


 


14

















 


(iii)                               the delivery of a written notice to
the SEN Collateral Agent identifying such New Guarantor and the establishment
by the SEN Collateral Agent of a new Collection Account for such New Guarantor
in accordance with the terms hereof.


 


On and after the date of any designation in accordance with this Section
5.6, such New Guarantor shall be deemed a “Guarantor” for all purposes
hereof (including, without limitation, for purposes of becoming a guarantor
under any guarantee) and under any other Operative Document.


 


ARTICLE VI


 


NEGATIVE
COVENANTS


 


Each of the Negative
Covenants set forth in Article V of the Common Agreement with respect or
relating to the SEN Collateral and the obligations of Borrower and each
Guarantor hereunder shall be deemed to be incorporated herein as if the same
were set out in full herein.


 


ARTICLE VII


 


THE SEN
COLLATERAL AGENT


 


Section 7.1.                Power and
Authority of SEN Collateral Agent.


 


(a)                                  The SEN Collateral Agent shall agree
to any modification, amendment or waiver of any provision of this Agreement
only at the written direction of the Required SEN Holders; provided,
that the SEN Collateral Agent shall not be required to enter into any
modification, amendment or waiver that affects the SEN Collateral Agent’s
rights, duties or obligations hereunder.


 


(b)                                 Unless a Notice of an Actionable
Event shall have been given and be outstanding, the SEN Collateral Agent shall
not take any action hereunder or under any other Operative Document or with
respect to the SEN Collateral except for the performance of such other duties
as are expressly set forth herein, including pursuant to Section 3.5.


 


(c)                                  If a Notice of an Actionable Event
has been given and is outstanding, the SEN Collateral Agent shall, upon and
only at the written direction of the Required SEN Holders, exercise such
rights, powers and remedies (whether vested in it by this Agreement, any
Operative Document or by law or in equity or by statute or otherwise) for the
protection and enforcement of its rights and the ratable rights of all Holders
hereunder, under any other Operative Document and in the SEN Collateral as the
Required SEN Holders may direct in writing.


 


(d)                                 at no time shall the SEN Collateral
Agent be obliged to use its own funds, or the funds of any Affiliate, for any
purpose hereunder.


 


15

















 


Section 7.2.                Notice of an
Actionable Event.  Upon the receipt
by the SEN Collateral Agent of a Notice of an Actionable Event, the SEN
Collateral Agent shall promptly notify each of Borrower and each other Secured
Party of the receipt of such Notice of Actionable Event.  Whether or not the SEN Collateral Agent
shall have knowledge of the occurrence of any Event of Default, the SEN
Collateral Agent shall not be deemed to have actual, constructive, direct or
indirect notice or knowledge of the occurrence of any Event of Default for any
purpose under this Agreement unless and until a Responsible Officer of the SEN
Collateral Agent shall have actually received from the Shared Payment and
Collateral Agent or Borrower, a written notice to that effect.  The SEN Collateral Agent shall have no obligation
whatsoever either prior to or after receiving such a Notice of an Actionable
Event to inquire whether an Event of Default has in fact occurred and is
continuing and shall be entitled to rely conclusively, and shall be fully
protected in relying, on any such notice or Notice of an Actionable Event
furnished to it.  The SEN Collateral
Agent shall not take any action hereunder on the basis of any Event of Default
unless the SEN Collateral Agent shall have received a Notice of an Actionable
Event with respect to such Event of Default.


 


Section 7.3.                Appointment of
SEN Collateral Agent as Attorney-in-Fact.


 


(a)                                  Each of Borrower, the SEN Trustee
and each Guarantor hereby irrevocably constitutes and appoints the SEN
Collateral Agent and any officer or agent thereof, with full power of
substitution, as its true and lawful attorney-in-fact with full irrevocable
power and authority in the place and stead of each of Borrower, the SEN Trust
and each Guarantor, as applicable, and in the name of each of Borrower, the SEN
Trust and each Guarantor, as applicable, from time to time for the purpose of
carrying out the terms of this Agreement, to take any and all appropriate
action required to be taken by each of Borrower, the SEN Trustee or any
Guarantor, as applicable, and to execute any and all documents and instruments
required to be executed by each of Borrower, the SEN Trustee or any Guarantor
that may be necessary or desirable to accomplish the purposes of this Agreement
and, without limiting the generality of the foregoing, hereby gives the SEN
Collateral Agent the power and right, without notice to or assent by Borrower,
the SEN Trustee or any Guarantor, as applicable, to do the following to the
extent the SEN Collateral Agent does not have the power and right to do each of
the following in its own name by virtue of the provisions hereof:


 


(i)                                     upon the occurrence of an Event of
Default and for so long as such Event of Default is continuing, to ask, demand,
collect, receive and give acquaintances and receipts for any and all monies due
and to become due, or any performance to be rendered under any of the Secured
Obligations, to take possession of and endorse and collect any checks, drafts,
notes, acceptances or other instruments for the payment of monies due under or with
respect to any of the Secured Obligations, and to file any claim or to take any
other action or proceeding in any court of law or equity or otherwise deemed
appropriate for the purpose of collecting any and all such monies due or
securing any performance to be rendered with respect to any of the Secured
Obligations;


 


(ii)                                  to pay or discharge Taxes, liens,
security interests or other encumbrances or charges levied or placed on or
threatened against the SEN Collateral;


 


16

















 


(iii)                               (A) to direct any party liable for
any payment or performance under any of the Secured Obligations to make payment
of any and all monies due and to become due thereunder or to render any
performance provided for therein directly to the SEN Collateral Agent, as the
SEN Collateral Agent shall direct, (B) to receive payment of and give receipt
for any and all monies, claims and other amounts due and to become due at
anytime in respect of or arising out of any SEN Collateral, (C) to sign and
endorse any invoices, freight or express bills, bills of lading, storage or
warehouse receipts, drafts against debtors, assignments, verifications and
notices in connection with accounts and other documents relating to the SEN
Collateral, (D) to commence and prosecute any suits, actions or proceedings at
law or in equity in any court of competent jurisdiction to collect the SEN
Collateral or any portion thereof or proceeds relating thereto and to enforce
any other right in respect of any SEN Collateral, (E) to defend any suit,
action or proceeding brought against Borrower, the SEN Trust or any Guarantor,
as applicable, with respect to any SEN Collateral, (F) to settle, compromise or
adjust any suit, action or proceeding described above and, in connection
therewith, to give such discharges or releases as are appropriate and (G)
generally to sell, transfer, pledge, make any agreement with respect to or
otherwise deal with any of the SEN Collateral as fully and completely as though
the SEN Collateral Agent were the absolute owner thereof for all purposes, and
to do, at the SEN Collateral Agent’s option and the expense of Borrower, the
SEN Trust or any Guarantor, as applicable, at any time, or from time to time,
all acts and things that are necessary to protect, preserve or realize upon the
SEN Collateral and the security interest created therein in order to effect the
intent of this Agreement, all as fully and effectively as Borrower, the SEN
Trustee or any Guarantor, as applicable, might do; and


 


(iv)                              to take such actions as may be
necessary or appropriate from time to time to preserve, perfect and protect the
security interest created hereby or enable the SEN Collateral Agent to exercise
and enforce its rights and remedies hereunder.


 


The foregoing power of attorney is a power coupled with an interest and
shall be irrevocable for so long as any amount remains outstanding under the
Notes, and each of Borrower, the SEN Trustee and each Guarantor hereby ratifies
all that said attorneys shall lawfully do or cause to be done by virtue
thereof.  Each of Borrower, the SEN
Trustee and each Guarantor also authorizes the SEN Collateral Agent, at any
time and from time to time, to execute, in connection with any sale provided
for in accordance with the terms hereof, any endorsements, assignments, bills
of sale or other instruments of conveyance or transfer with respect to the SEN
Collateral.


 


Section 7.4.                Directions by
SEN Holders.  The Required SEN
Holders shall have the right to direct the time, method and place of conducting
any proceeding hereunder, or to exercise any remedy available to the SEN
Collateral Agent hereunder; provided, however, that (i) no such direction shall
modify any provision that is intended to benefit the SEN Collateral Agent, (ii)
the SEN Collateral Agent shall have the right to decline to follow any such
direction if the SEN Collateral Agent, being advised by counsel, determines
that such action would involve it in personal liability and, (iii) the SEN
Collateral Agent shall not be required to take any such action unless any
indemnity or security that the SEN Collateral Agent may reasonably require in
respect of such action has been provided. 
The SEN Collateral Agent may rely on any direction given to it by the
Required SEN Holders and shall be fully protected, and shall under no
circumstances be liable to Borrower, the SEN Trustee, any Guarantor or any of
the Holders or


 


17

















 


any other Person, for taking or refraining from taking any such action
in accordance with the directions of the Required SEN Holders.


 


Section 7.5.                Individual
Action.  No Holder or any other
Person may require the SEN Collateral Agent to take or refrain from taking any
action hereunder or with respect to any of the SEN Collateral except as and to
the extent expressly set forth in this Agreement.  Notwithstanding the foregoing or any other provision of any other
Operative Document, each Holder shall have the right that is absolute and unconditional
to receive payment of the Notes owing to it as and when such obligations become
due and payable and to institute legal proceedings for the enforcement of such
payment.


 


Section 7.6.                Holders’
Consents.  Any consent or other
instrument required by this Agreement to be signed by the Holders may be in any
number of counterpart documents and may be signed by a Holder or by the
Holder’s agent duly appointed in writing.


 


Section 7.7.                Exculpatory
Provisions.


 


(a)                                  The SEN Collateral Agent makes no
representations as to the value or condition of the SEN Collateral or any part
thereof, or as to the title of the Borrower, the Guarantors or the SEN Trustee
or any other Person to the SEN Collateral or as to the security afforded by the
Operative Documents, or as to the validity, execution (except its own
execution), enforceability, legality or sufficiency of any of the Operative
Documents, or as to the tax treatment of any of the transactions contemplated
by the Operative Documents and the SEN Collateral Agent shall not incur any
liability or responsibility with respect of any such matters.  The SEN Collateral Agent shall not be
responsible for insuring the SEN Collateral, for the payment of taxes, charges,
assessments or Liens upon the SEN Collateral or upon the SEN Trust or otherwise
as to the maintenance of the SEN Collateral, except as provided in the
immediately following sentence when the SEN Collateral Agent has possession of
the SEN Collateral.  To the extent
permitted by applicable law, the SEN Collateral Agent shall have no duty to
Borrower, any Guarantor, the SEN Trustee or to the SEN Holders as to any SEN
Collateral in its possession or control or in the possession or control of any
agent or nominee of the SEN Collateral Agent or any income thereon or as to the
preservation of rights against prior parties or any other rights pertaining
thereto, except the duties of safe custody of the such of the SEN Collateral as
may be in its possession and the duty to account for monies received by it and
except the duty to comply with the specific provisions hereof.


 


(b)                                 The SEN Collateral Agent shall have
no duty to file, perfect or record or to maintain filed, perfected or recorded
any UCC-1 financing statements or other documents relating to the SEN
Collateral.


 


Section 7.8.                Appointment of
Co-Agent.


 


(a)                                  It is the purpose of this Agreement
that there shall be no violation of any law of any jurisdiction denying or
restricting the right of banking corporations or associations to transact
business as a collateral agent in such jurisdiction.  It is recognized that in case of litigation under any of the
Operative Documents, and in particular in case of the enforcement of any
default, or in case the SEN Collateral Agent deems that by reason of any
present or future


 


18

















 


law of any jurisdiction it may not exercise any of the powers, rights
or remedies granted to the SEN Collateral Agent or hold title to the
properties, in trust, as so granted, or take any other action which may be
desirable or necessary, the SEN Collateral Agent may appoint an additional
institution as a separate collateral agent or co-agent and shall give notice of
such appointment to Borrower and each SEN Holder; provided, that the
failure of the SEN Collateral Agent to give, or of any of the SEN Holders or
Borrower to receive, any such notice shall not impair the validity of such
appointment; and provided, further that the SEN Collateral Agent
shall not be required to give any notice to Borrower during the existence of a
Default or any Event of Default.  The
following provisions of this Section are adapted to these ends.


 


(b)                                 In the event that the SEN Collateral
Agent appoints an additional institution as a separate collateral agent or co-agent,
each and every remedy, power, right, claim, demand, cause of action, immunity,
estate, title, interest and lien expressed or intended by any of the Operative
Documents to be exercised by or vested in or conveyed to the SEN Collateral
Agent with respect thereto shall be exercisable by and vest in such separate collateral
agent or co-agent but only to the extent necessary to enable such separate
collateral agent or co-agent to exercise such powers, rights and remedies, and
every covenant and obligation necessary to the exercise thereof by such
separate agent or co-agent shall run to and be enforceable by either of
them.  Such co-agent may be
removed by the SEN Collateral Agent at any time, with or without cause.


 


(c)                                  Should any instrument in writing
from the SEN Trustee, Borrower or any Guarantor be required by the separate
agent or co-agent so appointed by the SEN Collateral Agent for more fully and
certainly vesting in and confirming to it such properties, rights, powers,
trusts, duties and obligations, any and all such instruments in writing shall,
on request, be executed, acknowledged and delivered by the SEN Trustee,
Borrower, or such Guarantor as applicable. 
In case any separate collateral agent or co-agent, or a successor to
either, shall become incapable of acting, resign or be removed, all the
estates, properties, rights, powers, trusts, duties and obligations of such
separate collateral agent or co-agent, so far as permitted by law, shall vest
in and be exercised by the SEN Collateral Agent until the appointment of a new
collateral agent or successor to such separate collateral agent or co-agent.


 


Section 7.9.                Direction from
Required SEN Holders.  In each case
that the SEN Collateral Agent may or is required hereunder, or under any other
Operative Document, to take any action (an “Action”), including, without
limitation, to formulate opinions, to make determinations, to make requests, to
give consents, to exercise rights, powers or remedies, to release or sell
secured property, or otherwise to act hereunder or under any other Operative
Document, the SEN Collateral Agent may seek written direction from the Required
SEN Holders.  The SEN Collateral Agent
shall not be liable with respect to any Action taken or omitted to be taken by
it in good faith in accordance with the written direction of the Required SEN
Holders.  If the SEN Collateral Agent
shall request direction from the Required SEN Holders with respect to any
Action, the SEN Collateral Agent shall be entitled to refrain from such Action
unless and until the SEN Collateral Agent shall have received written direction
from the Required SEN Holders, and the SEN Collateral Agent shall not incur
liability to any Person by reason of so refraining.


 


19

















 


Section 7.10.          Indenture Provisions.  The provisions of Article XIII of the
Indenture shall be deemed to be incorporated herein as if the same were set out
in full herein.


 


ARTICLE VIII


 


REMEDIES OF THE
HOLDERS


 


Section 8.1.                Remedies.  If an Event of Default has occurred and is
continuing, the SEN Collateral Agent may exercise any and all rights and
remedies set forth in Article X of the Common Agreement at the written
direction of the Required SEN Holders (which rights and remedies shall be
deemed to be incorporated herein as if the same were set out in full herein).


 


Section 8.2.                Rights Not
Exclusive.  The rights, powers,
privileges and remedies provided for herein and in any Operative Documents are
cumulative and are not exclusive of any other rights, powers, privileges or
remedies provided by law or in equity, or under any other documents now
existing or hereafter arising.


 


ARTICLE IX


 


MISCELLANEOUS


 


Section 9.1.                Authorization
to File Financing Statements. Each of Borrower, each Guarantor and the SEN
Trustee 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 SEN Holders may
determine, in their sole discretion, are necessary or advisable to perfect the
security interests granted to the SEN Collateral Agent herein.  Such financing statements may describe the
SEN Collateral in the same manner as described herein or may contain an
indication or description of collateral that describes such property in any
other manner as the SEN Holders may determine, in their sole discretion, is
necessary, advisable or prudent to ensure the perfection of the security
interest in the SEN Collateral granted to the SEN Collateral Agent herein.  Each of Borrower, each Guarantor and the SEN
Trustee shall furnish to the SEN Collateral Agent from time to time statements
and schedules further identifying and describing the SEN Collateral and such
other reports in connection with the SEN Collateral as the SEN Holders may
reasonably request, all in reasonable detail.


 


Section 9.2.                Control of
Accounts.  Without limiting any
other means of obtaining perfection of the SEN Collateral Agent’s security
interest in any or all of the SEN Collateral, the Borrower, each Guarantor, the
SEN Collateral Agent and HSBC hereby agree, with respect to the Accounts, that
HSBC will comply with instructions originated by the SEN Collateral Agent
directing disposition of the funds in the Accounts without further consent by
the Borrower or any Guarantor.


 


20

















 


Section 9.3.                Termination;
Continuing Security Interests.


 


(a)                                  This Agreement shall create a
continuing security interest in the SEN Collateral and shall remain in full
force and effect until the indefeasible satisfaction in full of all Secured
Obligations and the termination or cancellation of any commitments and any
other contingent obligations included in the Secured Obligations, be binding
upon each of Borrower, each Guarantor and the SEN Trustee, its successors and
assigns, and inure, together with the rights and remedies of the SEN Collateral
Agent, to the benefit of the SEN Collateral Agent and its successors,
transferees and assigns.


 


(b)                                 Upon termination of this Agreement
in accordance with this Section 9.3, the SEN Collateral Agent shall, at
the written request and sole cost and expense of each of Borrower, each
Guarantor and the SEN Trustee, and upon receipt of a certificate from a
Responsible Officer of each of Borrower, each Guarantor and the SEN Trustee
stating that the conditions for such termination have been satisfied, execute
and deliver to each of Borrower, each Guarantor and the SEN Trustee such
documents as each of Borrower, each Guarantor and the SEN Trustee shall
reasonably request to evidence such termination reversions or reassignment,
without recourse, representation or warranty of any kind.


 


Section 9.4.                Notices.  With respect to all notices to be given
hereunder, Section 14.14 of the Common Agreement shall be deemed to be
incorporated herein as if the same were set out in full herein.


 


Section 9.5.                Limitation on
Rights.  Nothing expressed or
implied in this Agreement or the Notes shall give any Person other than the SEN
Collateral Agent, the SEN Trustee, Borrower or any Guarantor any right, remedy
or claim under or with respect to this Agreement.


 


Section 9.6.                Successors and
Assigns.  All of the covenants,
stipulations, promises and agreements in this Agreement contained made by or on
behalf of Borrower or the SEN Trustee shall bind each such party’s successors
and assigns, whether so expressed or not.


 


Section 9.7.                Amendments and
Waivers.  Section 14.01(b) of
the Common Agreement shall be deemed to be incorporated herein as if the same
were set out in full herein.


 


Section 9.8.                Effect of
Headings.  With respect to any
headings contained herein, Section 14.04 of the Common Agreement shall
be deemed to be incorporated herein as if the same were set out in full herein.


 


Section 9.9.                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.


 


Section 9.10.          Counterparts.  This Agreement may be executed in one or
more counterparts, each of which shall be an original and all of which when
taken together shall constitute one and the same instrument.


 


Section 9.11.          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.


 


21

















 


Section 9.12.          GOVERNING LAW.  THIS AGREEMENT AND THE NOTES SHALL BE
GOVERNED BY AND INTERPRETED IN ALL RESPECTS IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF (OTHER
THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF
THE STATE OF NEW YORK).


 


Section 9.13.          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.


 


Section 9.14.          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.


 


Section 9.15.          Waiver of Immunity.  Section 14.17 of the Common Agreement
shall be deemed to be incorporated herein as if the same were set out in full herein.


 


Section 9.16.          Tax Treatment.  Section 14.11 of the Common Agreement
shall be deemed to be incorporated herein as if the same were set out in full
herein.


 


Section 9.17.          Disclosure to Other
Persons.  Section 14.12 of
the Common Agreement shall be deemed to be incorporated herein as if the same
were set out in full herein.


 


Section 9.18.          SEN Trustee Acting on
Behalf of SEN Trust.  The SEN Trust
shall act only by and through the SEN Trustee acting as such in its capacity as
trustee under the Trust Agreement.  For
the avoidance of doubt, the affirmative and negative covenants or any other
representations or warranties contained in this Indenture shall not be deemed
to be made by BONY.


 


Section 9.19.          No Third Party
Beneficiaries.  Section 14.16
of the Common Agreement shall be deemed to be incorporated herein as if the
same were set out in full herein.


 


Section 9.20.          Amendment and
Restatement.  As of the Effective
Date, certain provisions of the Original Trust Indenture with respect to the
security interests granted by each of the SEN Trustee and Borrower thereunder
shall be amended and restated in accordance with the terms of this Agreement
(it being understood that certain other provisions of the Original Trust
Indenture are concurrently herewith being amended and restated pursuant to the
Indenture and the Common Agreement, and that this Agreement, the Indenture and
the Common Agreement, collectively constitute an amendment and restatement of
the Original Trust Indenture in its entirety with respect to the security
interests granted by each of the SEN Trustee and Borrower).


 


Section 9.21.          Use of English
Language.  Section 14.18 of
the Common Agreement shall be deemed to be incorporated herein as if the same
were set out in full herein.


 


Section 9.22.          Fees and Expenses.  Article XI of the Common Agreement
shall be deemed to be incorporated herein as if the same were set out in full
herein.


 


22

















 


[Remainder of this
page intentionally left blank]


 


23

















 


IN WITNESS WHEREOF, the
parties hereto have caused this SEN Security Agreement to be duly executed as
of the date first written above.


 


	
   

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

  as Borrower

  
	
   

  	
   

  
	
   

  	
  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

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK,

  not in its individual capacity but solely as trustee of

  GRUPO MEXICO EXPORT MASTER TRUST NO. 1,

  as SEN Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Janie K. Choi

  	
   

  
	
   

  	
   

  	
  Name:  Janie
  K. Choi

  	
   

  
	
   

  	
   

  	
  Title:  Vice
  President

  	
   

  



 


24

















 


	
   

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

  as Guarantor

  
	
   

  	
   

  
	
   

  	
  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.,

  as Guarantor

  
	
   

  	
   

  
	
   

  	
  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

  	
   

  



 


25

















 


	
   

  	
  MINERA MEXICO INTERNACIONAL, INC.,

  as Guarantor

  
	
   

  	
   

  
	
   

  	
  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.,

  as Guarantor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  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

  	
   

  



 


26

















 


	
   

  	
  MINERALES METALICOS DEL NORTE, S.A.,

  as Guarantor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  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.,

  as Guarantor

  
	
   

  	
   

  
	
   

  	
  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

  	
   

  



 


27

















 


	
   

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

  as Guarantor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  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.,

  as Guarantor

  
	
   

  	
   

  
	
   

  	
  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

  	
   

  



 


28

















 


	
   

  	
  COMPANIA DE TERRENOS E INVERSIONES

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

  as Guarantor

  
	
   

  	
   

  
	
   

  	
  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.,

  as Guarantor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  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

  	
   

  



 


29

















 


	
   

  	
  PROYECCIONES URBANISTICAS, S. DE R.L.

  DE C.V.,

  as Guarantor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  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

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HSBC BANK USA,

  as SEN Collateral Agent

  
	
   

  	
   

  
	
   

  	
  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

  	
   

  



 


30

















 


	
   

  	
  HSBC BANK USA,

  in its individual capacity

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Harriet Drandoff

  	
   

  
	
   

  	
   

  	
  Name: 
  Harriet Drandoff

  	
   

  
	
   

  	
   

  	
  Title:  Vice
  President

  	
   

  



 


31

















 


Appendix
A

to the SEN Security Agreement


 


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


 


“Accounts” shall mean,
collectively, the Pledged Accounts.


 


“Acknowledgement SEN Cash Trapping Event”
shall mean an event that, upon written direction from the Financial Advisor to
the SEN Collateral Agent, causes a trapping of cash in the Collection Accounts
and the Investment Account in accordance with Section 4.03(b) of the
Common Agreement.


 


“Acknowledgement SEN Cash Trapping Period”
shall mean the period beginning on the date upon which a Responsible Officer of
the SEN Collateral Agent receives written direction from the Financial Advisor
that an Acknowledgement SEN Cash Trapping Event has occurred and ending on the
date upon which the SEN Collateral Agent receives another such written
direction or an Acknowledgement SEN Cash Trapping Termination Notice.


 


“Acknowledgement SEN Cash Trapping
Termination Notice” shall mean a written notice received by the SEN
Collateral Agent from the Financial Advisor stating that any Acknowledgement
SEN Cash Trapping Event has been cured or waived.


 


“Borrower Collateral” shall
mean all of Borrower’s rights, title and interest in, to and under each of the
Borrower Collection Account, the SEN Interest Reserve Account, the Investment
Account, and any and all proceeds thereof.


 


“Borrower Liens” shall mean,
collectively, the SEN Trust Borrower Lien and the SEN Holders Borrower Lien.


 


“Borrower SEN Holders Obligations”
shall mean all of the Obligations of Borrower for the benefit of each of the
SEN Holders under each Operative Document.


 


“Borrower SEN Trust Obligations”
shall mean all of the Obligations of Borrower for the benefit of the SEN
Trustee under each Operative Document.


 


“Customers” shall mean each
Customer listed on Schedule 3.23 to the Common Agreement.


 


“Customer Notice and Acknowledgement”
shall mean any written notice substantially in the form of Exhibit A
attached hereto.


 


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“Determination Date” shall
mean the Effective Date and the last day of each calendar quarter thereafter.


 


“Effective Date” shall mean
the date of execution and delivery of this Agreement and the date upon which
all of the conditions precedent set forth in Article II of the Common
Agreement shall have been satisfied or waived.


 


“Export Proceeds” shall mean
means proceeds (including, without limitation, advance payments) of Export
Receivables or Export Sales.


 


“Export Receivables” shall
mean any and all accounts receivable arising from Export Sales.


 


“Fitch” shall mean Fitch
Ratings Ltd. or any successor thereto.


 


“Guarantor Collateral” shall
mean, with respect to each Guarantor, all of such Guarantor’s right, title and
interest in, to and under each of the Guarantor Collection Accounts, all Export
Receivables and Export Proceeds (including any such proceeds in the Guarantor
Collection Accounts), and any and all proceeds thereof.


 


“Guarantor Liens” shall mean,
collectively, the SEN Trust Guarantor Lien and the SEN Holders Guarantor Lien.


 


“Guarantors” shall mean each
of the Guarantors listed on Schedule I hereto.


 


“Guarantor SEN Holders Obligations”
shall mean all of the Obligations of each Guarantor for the benefit of the SEN
Holders under each Operative Document.


 


“Guarantor SEN Trust Obligations”
shall mean all of the Obligations of each Guarantor for the benefit of the SEN
Trustee under each Operative Document.


 


“Immediate SEN Cash Trapping Event of
Default” shall mean an Event of Default as described in Sections
9.01(a), (i) or (j) of the Common Agreement.


 


“Immediate SEN Cash Trapping Period”
shall mean the period beginning on the date upon which a Responsible Officer of
the SEN Collateral Agent receives written notice that an Immediate SEN Cash
Trapping Event of Default has occurred and is continuing and ending on the date
upon which the SEN Collateral Agent receives an Immediate SEN Cash Trapping
Termination Notice.


 


“Immediate SEN Cash Trapping Termination
Notice” shall mean a written notice received by the SEN Collateral
Agent from the Required SEN Holders stating that any Immediate SEN Cash
Trapping Event of Default has been cured or waived.


 


“Legal Requirements” shall
mean all requirements having the force of law applicable at any time and in any
jurisdiction (including, without limitation, the United States of


 


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America and Mexico) to the Operative Documents, the parties to such
agreements, the rights or interests of such parties therein, or the
transactions contemplated thereby.


 


“Letter of Credit” shall mean
an irrevocable letter of credit issued in favor of the SEN Collateral Agent by
or guaranteed by a depository institution or trust company having a credit
rating with respect to its Dollar denominated long-term unsecured
obligations of (i) at least A+ from Standard & Poor’s, A1 from Moody’s and
A+ from Fitch or (ii) if not rated by all three such rating agencies, by at
least two such rating agencies (one of which is Standard & Poor’s).


 


“Liens” shall mean each of the
Borrower Liens, the Guarantor Liens and the SEN Trustee Lien.


 


“Moody’s” shall mean Moody’s
Investor Service, Inc.


 


“Notes” shall mean,
collectively, the Borrower Notes and the Secured Notes.


 


“Notice of an Actionable Event”
shall mean any notice from the Shared Payment and Collateral Agent that an
Event of Default has occurred and is continuing.


 


“Qualified L/C Provider” shall
mean a financial institution providing a Letter of Credit as contemplated by Section
3.4(b).


 


“Qualified L/C Provider Notice”
shall mean any notice from a Qualified L/C Provider to the SEN Collateral Agent
stating that Borrower or any Guarantor is obligated to pay amounts to such
Qualified L/C Provider and that such payment obligation is secured under a
Qualified L/C Security Agreement.


 


“Qualified L/C Security Agreement”
shall mean a security agreement granting a security interest in the Export
Receivables, Export Proceeds and funds on deposit in the Collection Accounts
and proceeds thereof in favor of a Qualified L/C Provider.


 


“Rating Agencies” shall mean,
collectively, each of Fitch, Moody’s and Standard & Poor’s.


 


“Scheduled Debt Service” shall
mean, as of any date of determination and in relation to any period of time,
the sum of (i) all interest (assuming, with respect to floating rate Secured
Notes, that the interest rate applicable on the date of determination will
remain unchanged), and principal payments and (ii) all Additional Amounts, in each
case scheduled to be made by the SEN Trustee on the Secured Notes for such
period of time based on the principal amount of Secured Notes outstanding on
such date.


 


“Secured Obligations” shall
mean, collectively, the Borrower SEN Trust Obligations, the Borrower SEN
Holders Obligations, the Guarantor SEN Trust Obligations, the Guarantor SEN
Holders Obligations and the SEN Trust Obligations.


 


“Secured Parties” shall mean,
collectively, the SEN Collateral Agent, the SEN Trustee and the SEN Holders.


 


A-3

















 


“SEN Cash Trapping Event of Default”
shall mean shall an Event of Default other than an Immediate SEN Cash Trapping
Event of Default.


 


“SEN Cash Trapping Period”
shall mean the period beginning on the date upon which the SEN Collateral Agent
is directed to trap cash by the Required SEN Holders in accordance with Section
7.01(b)(ii) of the Common Agreement and ending on the date upon which the
SEN Collateral Agent receives a SEN Cash Trapping Termination Notice.


 


“SEN Cash Trapping Termination Notice”
shall mean a written notice received by the SEN Collateral Agent from the
Required SEN Holders stating that any SEN Cash Trapping Event of Default has
been cured or waived.


 


“SEN Collateral” shall mean,
collectively, the Borrower Collateral, the Guarantor Collateral and the SEN
Trust Collateral.


 


“SEN Collateral Agent Amount”
shall mean the amount, from time to time, of all indemnifications, costs,
expenses, fees and other compensation of the SEN Collateral Agent provided for,
and all other amounts owed to, the SEN Collateral Agent under the Operative
Documents.


 


“SEN Collateral Agent Scheduled Amount”
shall mean [$100,000].


 


“SEN Holders” shall mean each
of the SEN Holders listed on Schedule III hereto.


 


“SEN Required Reserve Amount”
shall mean the SEN Interest Reserve Account Required Balance.


 


“SEN Trust Collateral” shall
mean, collectively, all of the SEN Trustee’s right, title and interest in, to
and under the Borrower Notes, any guarantee of any guaranteed Obligations, and
any and all proceeds thereof.


 


“SEN Trust Obligations” shall
mean all of the Obligations of the SEN Trust for the benefit of the SEN Holders
under each of the Operative Documents.


 


“Standard & Poor’s” shall
mean Standard & Poor’s Rating Services, a division of The McGraw - Hill Companies, Inc.


 


“Transfer Instructions” shall
mean the transfer instructions set forth on Schedule 3.3 hereto.


 


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


 


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