Exhibit
4(c)


 




 


 





AMENDED
AND RESTATED TRUST INDENTURE


 


 


Dated as of April 29, 2003


 


 


among


 


 


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

as issuer of the Borrower Notes,


 


 


THE BANK OF NEW YORK,


not in its individual capacity but solely as trustee of


GRUPO MEXICO EXPORT MASTER TRUST NO. 1,


as issuer of the Secured Notes,


 


 


and


 


 


HSBC BANK USA,

as SEN Collateral Agent


 


 


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


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


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


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


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


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




 


 





 

















 


TABLE OF
CONTENTS


 


	
  ARTICLE I DEFINITIONS; RULES OF CONSTRUCTION

  
	
   

  
	
   

  	
  SECTION 1.1.

  	
  CERTAIN
  DEFINED TERMS

  
	
   

  	
  SECTION 1.2.

  	
  RULES
  OF CONSTRUCTION

  
	
   

  	
  SECTION
  1.3.

  	
  CONFLICT WITH THE
  COMMON AGREEMENT

  
	
   

  
	
  ARTICLE II BORROWER NOTES

  	
   

  
	
   

  
	
   

  	
  SECTION
  2.1.

  	
  AGREEMENT TO
  EXCHANGE BORROWER NOTES

  
	
   

  	
  SECTION 2.2.

  	
  BORROWER NOTES

  
	
   

  	
  SECTION 2.3.

  	
  INTEREST

  
	
   

  	
  SECTION 2.4.

  	
  PRINCIPAL

  
	
   

  	
  SECTION 2.5.

  	
  PREPAYMENT

  
	
   

  	
  SECTION 2.6.

  	
  PAYMENTS
  GENERALLY

  
	
   

  
	
  ARTICLE III SECURED NOTES

  	
   

  	
   

  
	
   

  
	
   

  	
  SECTION
  3.1.

  	
  AGREEMENT TO
  EXCHANGE SECURED NOTES

  
	
   

  	
  SECTION 3.2.

  	
  SECURED NOTES

  
	
   

  	
  SECTION 3.3.

  	
  INTEREST

  
	
   

  	
  SECTION 3.4.

  	
  PRINCIPAL

  
	
   

  	
  SECTION 3.5.

  	
  PREPAYMENT

  
	
   

  	
  SECTION 3.6.

  	
  PAYMENTS
  GENERALLY

  
	
   

  
	
  ARTICLE IV TERMS OF NOTES

  	
   

  
	
   

  
	
   

  	
  SECTION 4.1.

  	
  FORM
  AND DENOMINATION

  
	
   

  	
  SECTION 4.2.

  	
  FORM
  OF SEN COLLATERAL AGENT’S CERTIFICATE OF AUTHENTICATION

  
	
   

  	
  SECTION
  4.3.

  	
  AUTHENTICATION
  AND DELIVERY OF NOTES

  
	
   

  	
  SECTION 4.4.

  	
  EXECUTION
  OF NOTES

  
	
   

  	
  SECTION
  4.5.

  	
  CERTIFICATE OF
  AUTHENTICATION

  
	
   

  	
  SECTION 4.6.

  	
  NOTE REGISTER

  
	
   

  	
  SECTION
  4.7.

  	
  TRANSFER AND EXCHANGE
  OF NOTES

  
	
   

  	
  SECTION
  4.8.

  	
  MUTILATED,
  LOST, STOLEN, OR DESTROYED NOTES

  
	
   

  	
  SECTION 4.9.

  	
  CANCELLATION
  OF NOTES

  
	
   

  	
  SECTION 4.10.

  	
  SATISFACTION
  AND DISCHARGE OF TRUST INDENTURE

  
	
   

  
	
  ARTICLE V SET-OFF

  	
   

  
	
   

  	
   

  
	
  ARTICLE VI TAXES; YIELD PROTECTION;
  ILLEGALITY; PAYMENTS

  	
   

  
	
   

  	
   

  
	
  ARTICLE VII CONDITIONS PRECEDENT

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII REPRESENTATIONS AND
  WARRANTIES

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX AFFIRMATIVE COVENANTS

  	
   

  
								



 


i

















 


	
  ARTICLE X FINANCIAL COVENANTS

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI NEGATIVE COVENANTS

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII EVENTS OF DEFAULT AND REMEDIES

  	
   

  
	
   

  
	
   

  	
  SECTION
  12.1.

  	
  EVENTS OF DEFAULT/REMEDIES

  
	
   

  	
  SECTION 12.2.

  	
  RIGHTS
  NOT EXCLUSIVE

  
	
   

  
	
  ARTICLE XIII THE SEN COLLATERAL AGENT

  	
   

  	
   

  
	
   

  
	
   

  	
  SECTION 13.1.

  	
  DUTIES
  AND RESPONSIBILITIES OF THE SEN COLLATERAL AGENT

  
	
   

  	
  SECTION
  13.2.

  	
  EXCULPATORY
  PROVISIONS

  
	
   

  	
  SECTION
  13.3.

  	
  DELEGATION
  OF DUTIES

  
	
   

  	
  SECTION 13.4.

  	
  SEN
  COLLATERAL AGENT AND AGENTS MAY HOLD NOTES

  
	
   

  	
  SECTION 13.5.

  	
  RELIANCE
  BY SEN COLLATERAL AGENT; INDEMNITY AGAINST LIABILITIES

  
	
   

  	
  SECTION 13.6.

  	
  INDEMNIFICATION
  OF SEN COLLATERAL AGENT

  
	
   

  	
  SECTION 13.7.

  	
  RESIGNATION
  AND REMOVAL OF THE SEN COLLATERAL AGENT

  
	
   

  	
  SECTION 13.8.

  	
  ACCEPTANCE
  OF APPOINTMENT BY SEN COLLATERAL AGENT

  
	
   

  	
  SECTION
  13.9.

  	
  CAPACITY IN WHICH ACTING

  
	
   

  	
  SECTION
  13.10.

  	
  NOTICE OF AN EVENT OF
  DEFAULT

  
	
   

  	
  SECTION 13.11.

  	
  APPOINTMENT
  OF SEN COLLATERAL AGENT AS ATTORNEY-IN-FACT

  
	
   

  	
  SECTION 13.12.

  	
  COMPENSATION
  AND REIMBURSEMENT OF EXPENSES

  
	
   

  	
  SECTION 13.13.

  	
  COVENANTS

  
	
   

  	
  SECTION 13.14.

  	
  FEE AGREEMENT

  
	
   

  
	
  ARTICLE XIV DIRECTION OF ACTIONS

  
	
   

  
	
   

  	
  SECTION
  14.1.

  	
  DIRECTIONS BY
  REQUIRED SEN HOLDERS

  
	
   

  	
  SECTION 14.2.

  	
  DIRECTIONS
  TO SHARED PAYMENT AND COLLATERAL AGENT

  
	
   

  
	
  ARTICLE XV SUPPLEMENTAL INDENTURES; WAIVERS

  
	
   

  
	
   

  	
  SECTION
  15.1.

  	
  SUPPLEMENTAL INDENTURES

  
	
   

  	
  SECTION
  15.2.

  	
  NOTICE OF
  SUPPLEMENTAL INDENTURE

  
	
   

  	
  SECTION
  15.3.

  	
  EFFECT OF
  SUPPLEMENTAL INDENTURE

  
	
   

  	
  SECTION 15.4.

  	
  DOCUMENTS
  TO BE GIVEN TO SEN COLLATERAL AGENT

  
	
   

  	
  SECTION
  15.5.

  	
  WAIVER OF TRUST INDENTURE

  
	
   

  	
  SECTION 15.6.

  	
  NOTATION
  ON NOTES IN RESPECT OF SUPPLEMENTAL INDENTURE

  
	
   

  
	
  ARTICLE XVI MISCELLANEOUS

  	
   

  
	
   

  
	
   

  	
  SECTION 16.1.

  	
  NOTICES

  
	
   

  	
  SECTION
  16.2.

  	
  LIMITATION
  OF RIGHTS

  
	
   

  	
  SECTION
  16.3.

  	
  SUCCESSORS
  AND ASSIGNS

  
									



 


ii

















 


	
   

  	
  SECTION
  16.4.

  	
  AMENDMENTS
  AND WAIVERS

  
	
   

  	
  SECTION 16.5.

  	
  EFFECT OF
  HEADINGS

  
	
   

  	
  SECTION 16.6.

  	
  SEVERABILITY

  
	
   

  	
  SECTION 16.7.

  	
  COUNTERPARTS

  
	
   

  	
  SECTION 16.8.

  	
  CURRENCY

  
	
   

  	
  SECTION 16.9.

  	
  GOVERNING LAW

  
	
   

  	
  SECTION
  16.10.

  	
  CONSENT
  TO JURISDICTION; PROCESS AGENT

  
	
   

  	
  SECTION
  16.11.

  	
  WAIVER
  OF JURY TRIAL

  
	
   

  	
  SECTION 16.12.

  	
  WAIVER OF
  IMMUNITY

  
	
   

  	
  SECTION 16.13.

  	
  TAX TREATMENT

  
	
   

  	
  SECTION
  16.14.

  	
  DISCLOSURE TO OTHER
  PERSONS

  
	
   

  	
  SECTION 16.15.

  	
  SEN
  TRUSTEE ACTING ON BEHALF OF THE SEN TRUST

  
	
   

  	
  SECTION
  16.16.

  	
  NO THIRD PARTY
  BENEFICIARIES

  
	
   

  	
  SECTION
  16.17.

  	
  AMENDMENT AND RESTATEMENT

  
	
   

  	
  SECTION
  16.18.

  	
  USE
  OF ENGLISH LANGUAGE

  



 


iii

















 


	
  Appendices

  	
   

  
	
   

  
	
  Appendix A

  	
  Definitions

  
	
   

  
	
  Schedules

  	
   

  
	
   

  
	
  Schedule A

  	
  Existing SEN Agreements

  	
   

  
	
  Schedule B

  	
  Guarantors

  	
   

  
	
  Schedule C

  	
  SEN Holders

  	
   

  
	
  Schedule 2.1

  	
  Borrower Notes and Existing Medimsa Notes

  	
   

  
	
  Schedule 3.1

  	
  Secured Notes and Existing Secured Notes

  	
   

  
	
   

  
	
  Exhibits

  	
   

  
	
   

  
	
  Exhibit 2.2(a)

  	
  Form of Series C-1
  Borrower Note

  	
   

  
	
  Exhibit 2.2(b)

  	
  Form of Series C-2
  Borrower Note

  	
   

  
	
  Exhibit 2.2(c)

  	
  Form of Series D-1
  Borrower Note

  	
   

  
	
  Exhibit 2.2(d)

  	
  Form of Series D-2
  Borrower Note

  	
   

  
	
  Exhibit 2.2(e)

  	
  Form of Series E-1
  Borrower Note

  	
   

  
	
  Exhibit 2.2(f)

  	
  Form of Series E-2
  Borrower Note

  	
   

  
	
  Exhibit 3.2(a)

  	
  Form of Series C-1
  Secured Note

  	
   

  
	
  Exhibit 3.2(b)

  	
  Form of Series C-2
  Secured Note

  	
   

  
	
  Exhibit 3.2(c)

  	
  Form of Series D-1
  Secured Note

  	
   

  
	
  Exhibit 3.2(d)

  	
  Form of Series D-2
  Secured Note

  	
   

  
	
  Exhibit 3.2(e)

  	
  Form of Series E-1
  Secured Note

  	
   

  
	
  Exhibit 3.2(f)

  	
  Form of Series E-2
  Secured Note

  	
   

  
	
  Exhibit 4.7

  	
  Form of Transfer
  Certificate

  	
   

  
					



 


iv

















 


AMENDED AND RESTATED TRUST INDENTURE, dated
as of April 29, 2003 (this “Indenture”) among GRUPO MINERO MEXICO, S.A.
DE C.V., a sociedad
anónima de capital variable organized and existing under the laws of
Mexico (the “Borrower”), THE BANK OF NEW YORK, 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”) and HSBC BANK USA (“HSBC”),
a bank and trust company organized under the laws of the State of New York, not
in its individual capacity but solely as collateral agent for the Holders (as
defined herein) (in such capacity, the “SEN Collateral Agent”).


 


W
I  T  N  E  S  S  E  T  H:


 


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


 


WHEREAS, the SEN Trustee, Borrower, certain Guarantors
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, modified or supplemented from time to time, the “Original Trust Indenture”),
pursuant to which Borrower issued the Existing Medimsa Notes (as defined
herein) and the SEN Trustee issued the Existing Secured Notes (as defined
herein);


 


WHEREAS, the parties hereto desire to amend and
restate the Original Trust Indenture with respect to the Existing Medimsa Notes
and the Existing Secured Notes pursuant to the terms and conditions hereof, of
that certain Common Agreement, dated as of April 29, 2003 (the “Common
Agreement”), among Borrower, the Guarantors (as defined herein), the
SEN Holders (as defined herein), the Bank Holders (as defined in the Common
Agreement), Bank of America, N.A. (“BofA”), 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”), the
SEN Collateral Agent and the SEN Trustee, of the SEN Security Agreement (as
defined in the Common Agreement) and of the Affiliate Guaranty (as defined in
the Common Agreement);


 


WHEREAS, Borrower has duly authorized the issuance of
each of the Borrower Notes in accordance with the terms and conditions set
forth herein;


 


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


 


WHEREAS, conditions precedent to the effectiveness of
this Indenture shall include, inter alia, the execution and delivery of
the Common Agreement, the SEN Security Agreement and the Affiliate Guaranty by
each party thereto.


 


NOW, THEREFORE,  in consideration of the foregoing and for
other valuable consideration, the adequacy 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 Existing Medimsa
Notes and the Existing Secured Notes shall be amended and restated as follows
(it being understood that certain other provisions of the Original Trust
Indenture are concurrently herewith being amended and restated pursuant to the
SEN Security Agreement, and that this Indenture and the SEN Security Agreement,
collectively, constitute an amendment and restatement of the Original Trust
Indenture in its entirety with respect to the Existing Medimsa Notes and the
Existing Secured Notes):


 


ARTICLE
I


 


DEFINITIONS;
RULES OF CONSTRUCTION


 


Section 1.1.            Certain Defined Terms.  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.


 


Section 1.2.            Rules of Construction.  For all purposes of this Indenture, 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.  In the case of any conflict between this
Indenture and the Common Agreement, the terms of the Common Agreement shall
control, except with respect to the rights, protections and obligations of the
SEN Collateral Agent which shall be governed by the terms of this Indenture.


 


ARTICLE
II


 


BORROWER
NOTES


 


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


 


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


 


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


 


(c)           The
aggregate principal amount of the Series D-1 Borrower Note that may be
Outstanding at any time under this Indenture is limited to the aggregate
principal amount of


 


2

















 


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


 


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


 


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


 


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


 


The financial terms of the Borrower Notes and the Secured Notes shall
be identical.  Unless otherwise
specifically provided herein, any references in this Indenture to the terms,
including the payment terms, of any Secured Note shall be deemed to constitute mutatis
mutandis the terms, including the payment terms, of any
corresponding Borrower Note.


 


Section 2.3.            Interest. 
Borrower shall pay interest in arrears on the outstanding principal
amount of each Borrower Note, from the period from the date of issuance of such
Borrower Note to the date such Borrower Note shall be indefeasibly paid in full
in cash, for each Interest Period relating thereto, at the rates set forth
below:


 


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


 


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


 


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


 


(b)           The
LIBOR Rate applicable to each Series E-1 and Series E-2 Borrower Note shall be
determined by the Shared Payment and Collateral Agent and notified to Borrower,
the SEN Collateral Agent and the SEN Holders in accordance with Section
8.06(b) of the Common Agreement.


 


(c)           Interest
on the Borrower Notes shall be computed and accrue in accordance with the terms
set forth in Section 8.06(a) of the Common Agreement.


 


(d)           During
an Event of Default, Borrower shall pay interest on the aggregate principal
amount of Borrower Notes Outstanding in accordance with the terms set forth in Section
8.04(b) of the Common Agreement.


 


3

















 


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


 


Section 2.5.            Prepayment.


 


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


 


(b)           Mandatory
Prepayment.  Borrower shall prepay
the Borrower Notes in accordance with the mandatory prepayment provisions set
forth in Article VIII of the Common Agreement.


 


Section 2.6.            Payments Generally.  All payments of Borrower Notes are subject
in all respects to the terms and provisions of the Common Agreement, including Section
12.08 thereof.


 


ARTICLE III


 


SECURED
NOTES


 


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


 


Section 3.2.            Secured Notes.


 


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


 


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


 


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


 


4

















 


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


 


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


 


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


 


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


 


Section 3.3.            Interest.


 


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


 


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


 


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


 


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


 


(b)           The LIBOR Rate applicable to each
Series E-1 and Series E-2 Secured Note shall be determined by the Shared
Payment and Collateral Agent and notified to Borrower, the SEN Collateral Agent
and the SEN Holders in accordance with Section 8.06(b) of the Common
Agreement.


 


(c)           Interest on the Secured Notes shall
be computed and accrue in accordance with Section 8.06(a) of the Common
Agreement.


 


(d)           During an Event of Default, the SEN
Trustee shall pay interest on the aggregate principal amount of Secured Notes
Outstanding in accordance with the terms set forth in Section 8.04(b) of
the Common Agreement.


 


5

















 


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


 


Section 3.5.            Prepayment.


 


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


 


(b)           Mandatory
Prepayment.  The SEN Trustee shall
prepay the Secured Notes in accordance with the mandatory prepayment provisions
set forth in Article VIII of the Common Agreement.


 


Section 3.6.            Payments Generally.  All payments of Secured Notes are subject in
all respects to the terms and provisions of the Common Agreement, including Section
12.08 thereof.


 


ARTICLE IV


 


TERMS OF
NOTES


 


Section 4.1.            Form and Denomination.


 


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


 


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


 


Section 4.2.            Form of SEN Collateral Agent’s Certificate
of Authentication.  The SEN
Collateral Agent’s authentication on all Notes shall be in substantially the
following form:


 


“This Note is referred to
in the within-mentioned Indenture.


 


	
   

  	
  HSBC BANK USA,

  
	
   

  	
  as SEN Collateral Agent

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:”

  



 


6

















 


Section 4.3.            Authentication and Delivery of Notes.  At any time and from time to time after the
execution and delivery of this Indenture, Borrower or the SEN Trustee, as
applicable, may deliver Notes issued in accordance with the terms of this
Indenture to the SEN Collateral Agent for authentication together with the
applicable documents referred to below in this Section 4.3, and the SEN
Collateral Agent shall thereafter authenticate and deliver such Notes to or
upon the order of Borrower or the SEN Trustee, as applicable, pursuant to the
Borrower Order or Trust Order specified below, or pursuant to such procedures
acceptable to the SEN Collateral Agent as may be specified from time to time by
a Borrower Order or Trust Order.  Such
Borrower Order or Trust Order may be transmitted via facsimile (with the
original to be delivered by mail) and may provide instructions or provide for
further instructions from Borrower.  In
authenticating such Notes and accepting additional responsibilities under this
Indenture in relation to such Notes, the SEN Collateral Agent shall be entitled
to receive and, except in the case of gross negligence or willful misconduct,
shall be fully protected in relying upon:


 


(a)           a
Borrower Order or a Trust Order, as applicable, requesting such authentication
setting forth instructions as to delivery (if the Notes are not to be delivered
to Borrower or the SEN Trustee, as applicable) and completion of any terms not
set forth in such Notes as executed by Borrower or the SEN Trustee, as
applicable, or setting forth procedures acceptable to the SEN Collateral Agent
as to such completion and delivery;


 


(b)           any
resolutions of Borrower or the SEN Trustee, as applicable, pursuant to which
the forms and terms of such Notes were established; and


 


(c)           an
Opinion of Counsel.


 


The SEN Collateral Agent shall have the right to
decline to authenticate and deliver any Notes under this Section 4.3 if
the SEN Collateral Agent (x) acting in good faith through its board of
directors or board of trustees, executive committee, or trust committee of
directors or trustees or SEN Collateral Agent officers shall determine that
such authentication and delivery would expose the SEN Collateral Agent to
personal liability to existing Holders or (y) determines that such
authentication and delivery will affect its rights, duties, obligations or
immunities hereunder, under the Common Agreement or any other Operative
Document in a manner not reasonably acceptable to it.


 


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


 


7

















 


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


 


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


 


Section 4.6.            Note Register. 
The SEN Collateral Agent will keep books (the “Register”) for the
registration, ownership, exchange and transfer of the Notes at its Corporate
Trust Office.  The Register shall show
the amount of the Notes, the date of issue, all subsequent registered transfers
and changes in registered ownership in respect thereof and the names, tax
identification numbers (if relevant to a specific Holder) and addresses of the
Holders and any payment instructions with respect thereto (if different from a
Holder’s registered address).  The SEN
Collateral Agent shall also maintain a record (the “Record”) that will include
notations as to whether the Notes have been paid or cancelled and, in the case
of the replacement of any Notes, the Record shall include notations of the Note
so replaced, and the Note issued in replacement thereof.  In the case of the cancellation of any of
the Notes, the Record will include notations of the Note so cancelled and the
date on which such Note was cancelled. 
The SEN Collateral Agent shall at all reasonable times during office
hours make the Register and the Record available to Borrower or the SEN
Trustee, as applicable, or any Person authorized by Borrower or the SEN
Trustee, as applicable, in writing for inspection and for the taking of copies
thereof or extracts therefrom, and at the expense and written direction of
Borrower or the SEN Trustee, as applicable, the Registrar shall deliver to such
Persons all lists of Holders, their addresses and amounts of such holdings as
they may request.  The SEN Collateral
Agent shall maintain the Register and the Record in written form in English.


 


Section 4.7.            Transfer and Exchange of Notes.  Transfers of any Note in whole or in part
must be made at the Corporate Trust Office of the SEN Collateral Agent or its
duly authorized agent or at the office of any other transfer agent that may be
appointed by Borrower or the SEN Trustee, as applicable, by delivery of such
Note as an attachment to a Transfer Certificate substantially in the form of
Exhibit 4.7 hereto (a “Transfer Certificate”).  In exchange for any Note properly presented
for transfer, the SEN Collateral Agent shall promptly authenticate and deliver
or cause to be authenticated and delivered at its Corporate Trust Office or the
office of its duly authorized agent or at the office of any other transfer
agent that may be


 


8

















 


appointed by Borrower or the SEN Trustee, as applicable, as the case
may be, to the transferee or send by mail (at the risk of the transferee) to
such address as the transferee may request, a Note or Notes of the same series,
registered in the name of such transferee, for the same aggregate principal
amount as was transferred.  Subject to
the requirements of minimum denomination set forth in this Indenture, in the
case of the transfer of any Note in part, the SEN Collateral Agent shall also
promptly authenticate and deliver or cause to be authenticated and delivered at
its Corporate Trust Office or at the office of its duly authorized agent or at
the office of any transfer agent that may be appointed by Borrower or the SEN
Trustee, as applicable, as the case may be, to the transferor or send by mail
(at the risk of the transferor) to such address as the transferor may request,
a Note or Notes of the same series, registered in the name of the transferor,
for the aggregate principal amount that was not transferred.  Notes may also be exchanged for other Notes
of the same series in any authorized denominations and of equal aggregate
principal amount of such series, subject to the requirements of minimum
denomination set forth in this Indenture and in the terms of such Notes.  Following a proper request in writing for
exchange, the SEN Collateral Agent shall promptly authenticate and deliver or
cause to be authenticated and delivered at its Corporate Trust Office or at the
office of its duly authorized agent or at the office of such transfer agent, as
the case may be, to the Holder or send by first class mail (at the risk of the
Holder), to such address as the Holder may request, a Note or Notes, as the
case may require, for a like aggregate principal amount and in such authorized
denomination or denominations requested. 
The presentation for transfer or exchange of any Note shall not be valid
unless made at the Corporate Trust Office or at the office of its duly
authorized agent or at the office of a transfer agent by the registered Holder
in person, or by a duly authorized attorney-in-fact.  Upon any such transfer or exchange, the SEN Collateral Agent
shall make appropriate entries in the Register reflecting such transfer or
exchange.  The SEN Collateral Agent
shall not register the transfer or exchange of Notes for a period of five (5)
days preceding the due date for any payment of interest on the Note or during
the period of five (5) days ending on the due date for any payment of principal
on the Note, or register the transfer of or exchange any Notes previously
called for redemption.


 


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


 


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


 


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


 


(a)           The
SEN Collateral Agent shall, in accordance with the terms and provisions set
forth herein and in the Notes, and upon provision of evidence satisfactory to
the SEN Collateral Agent and Borrower or the SEN Trustee, as applicable, that
any Note was


 


9

















 


mutilated, lost, stolen or destroyed, authenticate, issue and deliver a
new Note of the same denomination and with identical terms (a “Substitute
Note”) in exchange for or in lieu of such Note that became
mutilated, lost, stolen or destroyed (the “Original Note”).  If any such mutilated, stolen, lost or destroyed Note has
matured, instead of issuing a duplicate Note, Borrower or the SEN Trustee, as
applicable, may pay such Note upon satisfaction of the conditions set forth in
this Section 4.8(b).


 


(b)           Upon
the issuance of a Substitute Note, the Holder of such Substitute Note, if so
requested by Borrower or the SEN Trustee, as applicable, shall pay a sum
sufficient to cover any stamp duty, tax or other governmental charge that may
be imposed in relation thereto and any other expense (including the fees and
expenses of the SEN Collateral Agent) connected with the preparation and
issuance of the Substitute Note.


 


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


 


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


 


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


 


ARTICLE V


 


SET-OFF


 


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


 


10

















 


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


 


ARTICLE
VI


 


TAXES;
YIELD PROTECTION; ILLEGALITY; PAYMENTS


 


Article XII of the Common Agreement
shall be deemed to be incorporated herein as if the same were set out in full
herein.


 


ARTICLE VII


 


CONDITIONS
PRECEDENT


 


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


 


ARTICLE VIII


 


REPRESENTATIONS
AND WARRANTIES


 


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


 


ARTICLE IX


 


AFFIRMATIVE
COVENANTS


 


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


 


ARTICLE X


 


FINANCIAL
COVENANTS


 


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


 


11

















 


ARTICLE XI


 


NEGATIVE
COVENANTS


 


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


 


ARTICLE XII


 


EVENTS
OF DEFAULT AND REMEDIES


 


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


 


Section 12.2.          Rights Not Exclusive.  The rights, powers, privileges and remedies
provided for herein and in the other 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 XIII


 


THE SEN
COLLATERAL AGENT


 


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


 


Section 13.2.          Exculpatory Provisions.  The recitals, statements, respresentations
or warranties contained herein and in the Notes, other than the SEN Collateral
Agent’s certificates of authentication, shall be taken as statements of
Borrower and the SEN Trustee, and the SEN Collateral Agent assumes no
responsibility for the correctness thereof.


 


(b)   The SEN Collateral Agent shall not be
required to ascertain or inquire as to the performance or non-performance by
Borrower or the SEN Trustee of any of the covenants or agreements contained
herein or in any other Operative Document, nor shall it be responsible in any
way for such performance or non-performance.


 


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


 


12

















 


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


 


(d)   The SEN Collateral Agent may consult with
counsel and the advice or opinion of such counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or
omitted to be taken by it hereunder or under any other Operative Document in
reliance thereon.


 


(e)   The SEN Collateral Agent shall not be
accountable for the issuance of any Notes hereunder or for the use or
application of any proceeds thereof.


 


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


 


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


 


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


 


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


 


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


 


(a)   Whenever in the administration of its duties
hereunder or under any other Operative Document, the SEN Collateral Agent shall
deem it necessary or desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder or under any other Operative
Document, such matter (unless other evidence in respect thereof be specifically
prescribed hereunder or in any other Operative Document) may, be deemed to be
conclusively proved and established by a certificate of a Responsible Officer
delivered to the SEN Collateral Agent and such certificate, shall be full
warranty to the SEN Collateral Agent for any action taken, suffered or omitted
by it under the provisions of this Indenture or any other Operative Document in
reliance thereon.  Except with respect
to its express obligations set forth hereunder or under any other Operative
Document, before the SEN Collateral Agent acts or refrains from acting
hereunder or under any other Operative Document, the SEN Collateral Agent may
require an Opinion of Counsel with respect to such matters as the SEN
Collateral Agent reasonably


 


13

















 


deems necessary.  The SEN
Collateral Agent shall not be liable for any action it takes or omits to take
in reliance on any Opinion of Counsel.


 


(b)   The SEN Collateral Agent may rely, and shall
be fully protected in relying, upon any resolution, statement, instruction,
certificate, instrument, request, opinion, report, notice, request, direction,
consent, order, bond or other paper, document or communication which it
reasonably believes to be genuine and to have been signed or presented by the
proper party or parties or, in the case of cables, telecopies, telexes or
facsimile transmissions, to have been sent by the proper party or parties.  In the absence of its bad faith, gross
negligence or willful misconduct, the SEN Collateral Agent may rely
conclusively as to the truth of the statements and the correctness of the
opinions expressed therein, upon any resolution, statement, instruction,
certificate, instrument, request, opinion, report, notice, request, direction,
consent, order, bond or other paper, document or communication furnished to the
SEN Collateral Agent in connection with this Indenture or any other Operative
Document.  The SEN Collateral Agent
shall not be bound to make any investigation into the facts or matters stated
in any such resolution, statement, instruction, certificate, instrument,
request, opinion, report, notice, request, direction, consent, order, bond or
other paper, document or communication.


 


(c)   No provision of this Indenture or any other
Operative Document shall require the SEN Collateral Agent to expend or risk its
own funds or otherwise incur any financial liability in the performance of any
of its duties hereunder or thereunder, or in the exercise of any of its rights
or powers.


 


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


 


Section 13.6.          Indemnification of SEN Collateral
Agent.


 


(a)   Section 11.01 of the Common Agreement
shall be deemed to be incorporated herein as if the same were set out in full
herein.


 


(b)   The obligations of Borrower and each
Guarantor to pay and reimburse the SEN Collateral Agent in accordance with Section
13.6(a) hereof shall survive payment of the Notes, the resignation or
removal of such SEN Collateral Agent and the satification and discharge of this
Indenture.


 


Section 13.7.          Resignation and Removal of the SEN
Collateral Agent.


 


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


 


14

















 


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


 


(b)   If at any time the SEN Collateral Agent shall resign or be
removed as provided in Section 13.7(a) or otherwise
become incapable of acting, or if at any time a vacancy shall occur in the
office of the SEN Collateral Agent for any other cause, a successor agent shall
be appointed by the Required SEN Holders, and the powers, duties, authority and
title of the predecessor agent shall be terminated and cancelled without
procuring the resignation of such predecessor agent, and without any formality
(except as may be required by applicable law) other than the appointment and
designation of an agent in writing, duly acknowledged, delivered to the
predecessor agent and filed for the record in each public office, if any, in
which any of the Operative Documents are required to be filed.


 


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


 


(d)   Any filing for record of the instrument appointing a
successor agent as hereinabove provided shall be at the sole expense of
Borrower.  The resignation of any agent
and the instrument or instruments removing any agent, together with all other
instruments, deeds and conveyances provided for in this Section 13.7 shall, if
required by law, be forthwith recorded, registered and filed at the sole
expense of Borrower and the SEN Trustee wherever this Indenture is recorded,
registered and filed.


 


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


 


15

















 


least “AA” and “Aa2” (A) from
Standard and Poor’s and Moody’s, respectively, or (B) if not rated by both
rating agencies, by at least Standard & Poor’s, and (iii) its Corporate
Trust Office in the State of New York.


 


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


 


Section
13.8.          Acceptance of Appointment by SEN
Collateral Agent.  The
SEN Collateral Agent agrees to perform the duties and exercise the rights,
powers, and privileges of the SEN Collateral Agent hereunder and under any
other Operative Document to which it is a party for the equal and ratable
benefit of all SEN Holders and agrees that the SEN Collateral Agent (and any
Person acting as successor agent, co-agent or separate agent hereunder) shall
be answerable or accountable for its acts or omissions hereunder only under the
circumstances set forth in this Indenture.


 


Section
13.9.          Capacity in Which Acting.  The SEN Collateral Agent acts
solely as collateral agent as provided herein, and HSBC does not act hereunder
in its individual capacity.  HSBC shall
not be answerable or accountable under any circumstances, and shall not be
liable for any payment, cost, expense or liability, except for liabilities that
may result from its own willful misconduct or gross negligence or as otherwise
expressly provided in each of the Operative Documents to which the SEN
Collateral Agent is a party.


 


Section
13.10.        Notice of an Event of Default.  Upon the receipt by the SEN
Collateral Agent of a certificate of the Shared Payment and Collateral Agent
stating that an Event of Default has occurred, the SEN Collateral Agent shall
promptly notify Borrower, the SEN Trustee and the SEN Holders of the receipt of
such certificate in accordance with the terms and conditions hereof.  Whether or not an Event of Default shall
have occurred and be continuing and whether or not the SEN Collateral Agent
shall have knowledge of such occurrence or continuance, the SEN Collateral
Agent shall not be deemed to have actual, constructive, direct or indirect
notice or knowledge of the occurrence of an Event of Default for any purpose
under this Indenture or under any other Operative Document unless and until a
Responsible Officer of the SEN Collateral Agent shall have received a notice of
an Event of Default from the Shared Payment and Collateral Agent.  The SEN Collateral Agent shall have no
obligation whatsoever either prior to or after receiving such a certificate to
inquire whether an


 


16

















 


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


 


Section 13.11.        Appointment of SEN Collateral
Agent as Attorney-in-Fact. Each of Borrower and the SEN Trustee
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 Borrower or the SEN Trustee, as the case may be, and in the name
of Borrower or the SEN Trust, as the case may be, or in its own name, from time
to time (subject in each case, however, to the terms and conditions hereof) for
the purpose of carrying out the terms of this Indenture, to take any and all
appropriate action and to execute any and all documents and instruments that
may be necessary or desirable to accomplish the purposes of this
Indenture.  The foregoing power of
attorney is coupled with an interest and shall be irrevocable, and each of
Borrower and the SEN Trustee hereby ratifies all that said attorney shall
lawfully do or cause to be done by virtue thereof.


 


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


 


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


 


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


 


(b)           the
SEN Collateral Agent shall promptly furnish to Borrower and the SEN Trustee a
copy of any notices, documents or instruments received from any Holder pursuant
to this Indenture (except any thereof that are confidential in nature as
determined by any Holder); and


 


(c)           the
SEN Collateral Agent shall provide copies of any notice, demand, supplemental
indentures or other documents that it gives to Borrower or the SEN Holders to
the SEN Trustee, the Shared Payment and Collateral Agent and the Bank Holders
Administrative Agent.


 


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


 


17

















 


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


 


ARTICLE XIV


 


DIRECTION
OF ACTIONS


 


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


 


Section 14.2.          Directions to Shared Payment and
Collateral Agent. Any direction provided by Borrower, the SEN
Trustee or the SEN Holders to the Shared Payment and Collateral Agent shall be
provided in accordance with the terms of Article XIII and Section
14.14 of the Common Agreement.


 


ARTICLE XV


 


SUPPLEMENTAL
INDENTURES; WAIVERS


 


Section 15.1.          Supplemental Indentures.  


 


(a)           Notwithstanding
anything to the contrary set forth herein, any supplemental indenture or
modification hereof shall be subject to the terms and conditions set forth in Section
14.01(b) of the Common Agreement. In the case of any conflict between this
Indenture and the Common Agreement with respect to any supplemental indenture
or modifications of this Indenture, the terms and conditions of the Common
Agreement shall control.


 


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


 


18

















 


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


 


(c)           No
supplemental indenture or modification hereof shall amend any provision of this
Indenture affecting the rights, duties or obligations of the SEN Collateral
Agent without the consent of the SEN Collateral Agent.


 


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


 


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


 


Section 15.4.          Documents to Be Given to SEN
Collateral Agent.  The
SEN Collateral Agent shall receive a certificate of a Responsible Officer of
Borrower and the SEN Trustee and an Opinion of Counsel as conclusive evidence
that any supplemental indenture executed pursuant to the terms hereof complies
with the applicable provisions of this Indenture.


 


Section 15.5.          Waiver of Trust Indenture.  No waiver of any provision of this Indenture
shall be effective unless the same is contained in a supplemental indenture
that has been approved, executed and delivered in accordance with the terms
hereof.


 


Section 15.6.          Notation on Notes in Respect of
Supplemental Indenture. 
Notes authenticated and delivered after the execution of any
supplemental indenture pursuant to the terms hereof may bear a notation in a
form approved by the SEN Collateral Agent as to any matter provided for in such
supplemental indenture.  If Borrower or
the SEN Trustee, as applicable, shall so determine, Notes modified to conform
to any modification of this Indenture contained in any such supplemental
indenture may be prepared by Borrower or the SEN Trustee, as applicable, at its
own expense, authenticated by the SEN Collateral Agent and delivered in
exchange for the Notes then outstanding.


 


19

















 


 


ARTICLE XVI


 


MISCELLANEOUS


 


Section 16.1.          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 16.2.          Limitation of Rights.  Nothing expressed or implied in this
Indenture or the Notes shall give any Person other than the SEN Collateral
Agent, Borrower or the SEN Trustee any right, remedy or claim under or with
respect to this Indenture.


 


Section 16.3.          Successors and Assigns.  All of the covenants, stipulations, promises
and agreements in this Indenture 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 16.4.          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 16.5.          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 16.6.          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 16.7.          Counterparts. 
This Indenture 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 16.8.          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.


 


Section 16.9.          GOVERNING LAW.  THIS
INDENTURE 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 16.10.        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 16.11.        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.


 


20

















 


Section 16.12.        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 16.13.        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 16.14.        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 16.15.        SEN Trustee Acting on Behalf of the
SEN Trust. It is understood by the Holders and the parties
hereto that the sole recourse of the Holders and the parties hereto in respect
of the obligations of the SEN Trust hereunder to which it  is a party shall be to the assets of the SEN
Trust.  In addition, The Bank of New
York is entering into this Agreement solely in its capacity as trustee under
the SEN Trust Agreement and not in its individual capacity (except as expressly
stated herein), and in no case shall The Bank of New York (or any Person acting
as successor trustee under the SEN Trust Agreement) be personally liable for or
on account of any of the statements, representations, warranties, covenants or
obligations stated to be those of the SEN Trust hereunder, all such liability,
if any, being expressly waived by the Holders and the parties hereto and any
Person claiming by, through or under such party.


 


Section 16.16.        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 16.17.        Amendment and Restatement . As of the
Effective Date, certain other provisions of the Original Trust Indenture are
concurrently herewith being amended and restated pursuant to the SEN Security
Agreement and the Common Agreement, and this Indenture, the SEN Security
Agreement and the Common Agreement, collectively constitute an amendment and
restatement of the Original Trust Indenture in its entirety with respect to the
Existing Medimsa Notes and the Existing Secured Notes.


 


Section 16.18.        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.


 


21

















 


IN WITNESS WHEREOF, the parties hereto have caused
this Amended and Restated Trust Indenture to be duly executed as of the date
first written above.


 


 


	
   

  	
  THE BANK OF NEW YORK,

  not in its individual capacity but solely as trustee of 

  GRUPO MEXICO EXPORT MASTER TRUST NO.1,

  as issuer of the Secured Notes

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Janie K. Choi

  	
   

  
	
   

  	
   

  	
  Name:  Janie
  K. Choi

  
	
   

  	
   

  	
  Title:Vice President

  



 

















 


 


	
   

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

  as issuer of the Borrower Notes

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel Tellechea Salido

  	
   

  
	
   

  	
   

  	
  Name: Daniel Tellechea Salido

  
	
   

  	
   

  	
  Title: 
  Attorney-in-fact

  



 


 

















 


	
   

  	
  HSBC BANK USA,

  as SEN Collateral Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Harriet Drandoff

  	
   

  
	
   

  	
   

  	
  Name: 
  Harriet Drandoff

  
	
   

  	
   

  	
  Title:  Vice
  President

  



 


 

















 


APPENDIX
A


to the AMENDED AND RESTATED TRUST
INDENTURE


 


As used in this Indenture 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.


 


“Bankruptcy
Event”  means the
occurrence of an Event of Default under either Section 9.01(i) or Section
9.01(j) of the Common Agreement.


 


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


 


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


 


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


 


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


 


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


 


“Existing
Secured Notes” means, collectively, each of the certificated
promissory notes issued by the SEN Trust under the Original Trust Indenture, as
amended or supplemented from time to time.


 


“Existing
SEN Agreements” mean each of the agreements set forth on Schedule
A hereto.


 


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


 


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


 


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


 


A-1

















 


“Opinion
of Counsel” means a written opinion of legal counsel to
Borrower or the SEN Trustee, as applicable, in form and substance satisfactory
to the SEN Collateral Agent and which counsel shall be reasonably acceptable to
the SEN Collateral Agent.


 


 “Outstanding”, when used with
reference to the Notes, subject to the terms and conditions hereof, shall mean
as of any particular time all Notes authenticated and delivered by the SEN
Collateral Agent under this Indenture, except (a) Notes theretofore cancelled
by the SEN Collateral Agent or delivered to the SEN Collateral Agent for
cancellation or held by the SEN Collateral Agent for reissuance but not
reissued by the SEN Collateral Agent, (b) Notes or portions thereof that have
been called for redemption in accordance with their terms or that have become
due and payable at maturity or otherwise and with respect to which monies
sufficient to pay the principal thereof and any premium, interest or other
amounts thereon shall have been made available to the SEN Collateral Agent or
(c) Notes in lieu of or in substitution for which other Notes shall have been
authenticated and delivered pursuant to Section 4.8.


 


“Responsible
Officer” means, with respect to any Person other than the SEN
Collateral Agent, the SEN Trustee or Borrower, a duly elected or appointed,
authorized, and acting officer, agent or representative of such Person.  “Responsible Officer” when used with
respect to the SEN Collateral Agent means any officer thereof, including
without limitation any vice president, assistant vice president, assistant
treasurer, assistant secretary or other officer or employee of the SEN
Collateral Agent, as the case may be, customarily performing functions similar
to those performed by any of the above-designated officers responsible
for the administration of this Indenture. 
“Responsible
Officer” when used with respect to Borrower, unless the context otherwise
requires, the president, chief executive officer, chief financial officer, vice
president, principal accounting officer or treasurer of Borrower or other
executive officer of Borrower who in the normal performance of his or her
operational duties would have knowledge of the subject matter relating to any
certificate, report or notice to be delivered or given under the Indenture or
knowledge of any Event of Default. “Responsible Officer” when used with
respect to the SEN Trustee means any officer within the corporate trust
department of the SEN Trustee, including any vice president, assistant vice
president, assistant secretary, assistant treasurer, trust officer or any other
officer of the SEN Trustee who customarily performs functions similar to those
performed by the Persons who at the time shall be such officers, respectively,
or to whom any corporate trust matter is referred because of such Person’s
knowledge of and familiarity with the particular subject and who shall have
direct responsible for the Transaction Documents to which it is a party.


 


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


 


“SEN
Holders” means, collectively, each SEN Holder set forth on Schedule
B hereto.


 


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


 


“SEN
Series C-1 Loan” means an aggregate principal amount of
US$58,189,387.10.


 


“SEN
Series C-2 Loan” means an aggregate principal amount of
US$131,452,455.34.


 


A-2

















 


“SEN
Series D-1 Loan” means an aggregate principal amount of
US$23,462,972.31.


 


“SEN
Series D-2 Loan” means an aggregate principal amount of
US$53,003,914.87.


 


“SEN
Series E-1 Loan” means an aggregate principal amount of
US$63,552,969.54.


 


“SEN
Series E-2 Loan” means an aggregate principal amount of
US$143,569,030.46.


 


“Series
C-1 Loans” means, collectively, the Trust Series C-1 Loan and each
SEN Series C-1 Loan.


 


“Series
C-2 Loans” means, collectively, the Trust Series C-2 Loan and each
SEN Series C-2 Loan.


 


“Series
D-1 Loans” means, collectively, the Trust Series D-1 Loan and each
SEN Series D-1 Loan.


 


“Series
D-2 Loans” means, collectively, the Trust Series D-2 Loan and each
SEN Series D-2 Loan.


 


“Series
E-1 Loans” means, collectively, the Trust Series E-1 Loan and the
SEN Series E-1 Loan.


 


“Series
E-2 Loans” means, collectively, the Trust Series E-2 Loan and the
SEN Series E-2 Loan.


 


“Tranche
A Loans” means, collectively, the SEN Series C-1 Loans, the SEN
Series D-1 Loans and the SEN Series E-1 Loans.


 


“Tranche
B Loans” means, collectively, the SEN Series C-2 Loans, the SEN
Series D-2 Loans and the SEN Series E-2 Loans.


 


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


 


“Trust
Loans” means, collectively, the Trust Series C-1 Loan, the Trust
Series C-2 Loan, the Trust Series D-1 Loan, the Trust Series D-2 Loan, the
Trust Series E-1 Loan and the Trust Series E-2 Loan.


 


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


 


“Trust
Series C-1 Loan” means an aggregate principal amount of
US$58,189,387.10.


 


“Trust
Series C-2 Loan” means an aggregate principal amount of
US$131,452,455.34.


 


“Trust
Series D-1 Loan” means an aggregate principal amount of
US$23,462,972.31.


 


“Trust
Series D-2 Loan” means an aggregate principal amount of
US$53,003,914.87.


 


“Trust
Series E-1 Loan” means an aggregate principal amount of
US$63,552,969.54.


 


“Trust
Series E-2 Loan” means an aggregate principal amount of
US$143,569,030.46.


 


A-3

















 


SCHEDULE A


to the AMENDED AND
RESTATED TRUST INDENTURE


 


EXISTING SEN AGREEMENTS


 


1.               ORIGINAL TRUST
INDENTURE


 


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


 


3.               EXISTING MEDIMSA
NOTES


 


4.               EXISTING SECURED NOTES


 

















 


SCHEDULE
B


to the AMENDED AND
RESTATED TRUST INDENTURE


 


GUARANTORS


 


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


 


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


 


3.               MINERA MEXICO
INTERNACIONAL, INC.


 


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


 


5.               MINERALES METALICOS
DEL NORTE, S.A.


 


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


 


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


 


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


 


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


 


10.         MEXICO COMPANIA
INMOBILIARIA, S.A.


 


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


 

















 


SCHEDULE
C


to the AMENDED AND
RESTATED TRUST INDENTURE


 


SEN
HOLDERS


 


1.               LUCENT TECHNOLOGIES
INC. MASTER PENSION TRUST


 


2.               COMMONWEALTH OF
PENNSYLVANIA STATE EMPLOYEE’S RETIREMENT SYSTEM


 


3.               JOHN HANCOCK
VARIABLE LIFE INSURANCE COMPANY


 


4.               JOHN HANCOCK LIFE
INSURANCE COMPANY


 


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


 


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


 


7.               GRUPO MEXICO SERIES
E PASS THROUGH TRUST


 


8.               SIGLER & CO.


 


9.               NEW YORK LIFE
INSURANCE COMPANY


 


10.         SOUTHLAND LIFE INSURANCE
COMPANY


 


11.         LIFE INSURANCE COMPANY OF
GEORGIA


 


12.         SECURITY LIFE OF DENVER
INSURANCE COMPANY


 


13.         CONNECTICUT GENERAL LIFE
INSURANCE COMPANY


 


14.         LIFE INSURANCE COMPANY OF
NORTH AMERICA


 


15.         THE LINCOLN NATIONAL LIFE
INSURANCE COMPANY


 


16.         ACE AMERICAN REINSURANCE
COMPANY


 


17.         THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA


 


18.         PACIFIC LIFE INSURANCE
COMPANY


 


19.         TEACHERS INSURANCE AND
ANNUITY ASSOCIATION OF AMERICA


 


20.         METROPOLITAN LIFE INSURANCE
COMPANY


 

















 


SCHEDULE 2.1


to the AMENDED AND
RESTATED TRUST INDENTURE


 


BORROWER NOTES AND EXISTING MEDIMSA NOTES


 


	
  HOLDER

  	
   

  	
  EXISTING
  MEDIMSA NOTES

  BEING TENDERED

  	
   

  	
  BORROWER
  NOTES BEING ISSUED

  
	
  GRUPO MEXICO EXPORT MASTER TRUST NO. 1

  	
   

  	
  US$ 
  200,000,000 Medimsa Guaranteed Note Series C

  	
   

  	
  US$58,189,387.10 Series C-1 Borrower Promissory
  Fixed Rate Note Due 2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GRUPO MEXICO EXPORT MASTER TRUST NO. 1

  	
   

  	
   

  	
   

  	
  US$131,452,455.34 Series C-2 Borrower Promissory
  Fixed Rate Note Due 2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GRUPO MEXICO EXPORT MASTER TRUST NO. 1

  	
   

  	
  US$ 
  80,000,000 Medimsa Guaranteed Note Series D

  	
   

  	
  US$23,462,972.31 Series D-1 Borrower Promissory
  Fixed Rate Note Due 2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GRUPO MEXICO EXPORT MASTER TRUST NO. 1

  	
   

  	
   

  	
   

  	
  US$53,003,914.87 Series D-2 Borrower Promissory
  Fixed Rate Note Due 2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GRUPO MEXICO EXPORT MASTER TRUST NO. 1

  	
   

  	
  US$ 
  220,000,000 Medimsa Guaranteed Note Series E

  	
   

  	
  US$63,552,969.54 Series E-1 Borrower Promissory
  Floating Rate Note Due 2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GRUPO MEXICO EXPORT MASTER TRUST NO. 1

  	
   

  	
   

  	
   

  	
  US$143,569,030.46 Series E-2 Borrower Promissory
  Floating Rate Note Due 2007

  



 

















 


SCHEDULE 3.1


to the AMENDED AND
RESTATED TRUST INDENTURE


 


SECURED NOTES AND EXISTING SECURED NOTES


 


	
  SEN HOLDER

  	
   

  	
  EXISTING
  SECURED NOTES

  	
   

  	
  SECURED
  NOTES BEING ISSUED

  
	
  Commonwealth of Pennsylvania State Employees
  Retirement System (SERS & CO.)

  	
   

  	
  US$3,000,000 Series C Secured Note (C-17)

  US$1,000,000 Series D Secured Note (D-16)

  	
   

  	
  US$872,840.81 Series C-1 Secured Promissory Fixed
  Rate Note Due 2007

  

  US$1,971,786.83 Series C-2 Secured Promissory Fixed Rate Note Due 2007

  

  US$293,287.15 Series D-1 Secured Promissory Fixed Rate Note Due 2007

  

  US$662,548.94 Series D-2 Secured Promissory Fixed Rate Note Due 2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  John Hancock Variable Life Insurance Company

  	
   

  	
  US$4,000,000 Series C Secured Note (C-9)

  	
   

  	
  US$1,163,787.74 Series C-1 Secured Promissory Fixed
  Rate Note Due 2007

  

  US$2,629,049.11 Series C-2 Secured Promissory Fixed Rate Note Due 2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  John Hancock Life Insurance Company

  	
   

  	
  US$30,000,000 Series C Secured Note(C-18)

  	
   

  	
  US$8,728,408.07 Series C-1 Secured Promissory Fixed
  Rate Note Due 2007

  



 

















 


	
   

  	
   

  	
  US$29,000,000 Series C Secured Note(C-8)

  

  US$2,000,000 Series C Secured Note(C-13)

  

  US$500,000 Series C Secured Note (C-21)

  

  US$500,000 Series C Secured Note (C-23)

  

  US$2,000,000 Series D Secured Note(D-32)

  

  US$20,000,000 Series D Secured Note 
  (D-33)

  	
   

  	
  US$8,437,461.13 Series C-1 Secured Promissory Fixed
  Rate Note Due 2007

  

  US$581,893.87 Series C-1 Secured Promissory Fixed Rate Note Due 2007

  

  US$145,473.47 Series C-1 Secured Promissory Fixed Rate Note Due 2007

  

  US$145,473.47 Series C-1 Secured Promissory Fixed Rate Note Due 2007

  

  US$19,717,868.30 Series C-2 Secured Promissory Fixed Rate Note Due 2007

  

  US$19,060,606.02 Series C-2 Secured Promissory Fixed Rate Note Due 2007

  

  US$1,314,524.55 Series C-2 Secured Promissory Fixed Rate Note Due 2007

  

  US$328,631.14 Series C-2 Secured Promissory Fixed Rate Note Due 2007

  

  US$328,631.14 Series C-2 Secured Promissory Fixed Rate Note Due 2007

  

  US$586,574.31 Series D-1 Secured Promissory Fixed Rate Note Due 2007

  

  US$5,865,743.08 Series D-1 Secured Promissory Fixed Rate Note Due 2007

  



 

















 


	
   

  	
   

  	
   

  	
   

  	
  US$1,325,097.87 Series D-2 Secured Promissory Fixed
  Rate Note Due 2007

  

  US$13,250,978.72 Series D-2 Secured Promissory Fixed Rate Note Due 2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mellon Bank, N.A., Trustee for the Bell Atlantic
  Master Trust

  	
   

  	
  US$4,000,000 Series C Secured Note (C-10)

  

  US$2,000,000 Series D Secured Note (D-2)

  	
   

  	
  US$1,163,787.74 Series C-1 Secured Promissory Fixed
  Rate Note Due 2007

  

  US$2,629,049.11 Series C-2 Secured Promissory Fixed Rate Note Due 2007

  

  US$586,574.31 Series D-1 Secured Promissory Fixed Rate Note Due 2007

  

  US$1,325,097.87 Series D-2 Secured Promissory Fixed Rate Note Due 2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mellon Bank, N.A., Trustee for the Long-Term
  Investment Trust dated October 1, 1996

  	
   

  	
  US$1,915,000 Series C Secured Note (C-15)

  	
   

  	
  US$557,163.38 Series C-1 Secured Promissory Fixed
  Rate Note Due 2007

  

  US$1,258,657.26 Series C-2 Secured Promissory Fixed Rate Note Due 2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lucent Technologies Inc. Master Pension Trust

  	
   

  	
  US$4,085,000.00 Series C Secured Note

  	
   

  	
  US$1,188,518.23 Series C-1 Secured Promissory Fixed
  Rate Note Due 2007

  

  US$2,684,916.40 Series C-2 Secured Promissory Fixed Rate Note Due 2007

  



 

















 


	
  Grupo Mexico Series E Pass Through Trust

  	
   

  	
  US$220,000,000, Series E Secured Note

  	
   

  	
  US$63,552,969.54 Series E-1 Secured Promissory
  Floating Rate Note Due 2007

  

  US$143,569,030.46 Series E-2 Secured Promissory Floating Rate Note Due 2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The Prudential Insurance Company of America

  	
   

  	
  US$60,000,000 Series C Secured Export Note (C-1)

  	
   

  	
  US$17,456,816.13 Series C-1 Secured Promissory Fixed
  Rate Note Due 2007

  

  US$39,435,736.60 Series C-2 Promissory Fixed Rate Note Due 2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Teachers Insurance and Annuity Association of
  America

  	
   

  	
  US$40,000,000 Series C Secured Export Note (C-2)

  	
   

  	
  US$11,637,877.42 Series C-1 Secured Promissory Fixed
  Rate Note Due 2007

  

  US$26,290,491.07 Series C-2 Secured Promissory Fixed Rate Note Due 2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NYLIM Stratford CDO 2001-1 LTD. (SIGLER & CO.)

  	
   

  	
  US$1,000,000 Series D Secured Note(D-28)

  

  US$1,000,000 Series D Secured Note(D-29)

  

  US$1,000,000 Series D Secured Note(D-30)

  

  US$1,000,000 Series D Secured Note(D-31)

  	
   

  	
  US$293,287.15 Series D-1 Secured Promissory Fixed
  Rate Note Due 2007

  

  US$662,548.94 Series D-2 Secured Promissory Fixed Rate Note Due 2007

  

  US$293,287.15 Series D-1 Secured Promissory Fixed Rate Note Due 2007

  

  US$662,548.94 Series D-2 Secured Promissory Fixed Rate Note Due 2007

  

  US$293,287.15 Series D-1 Secured Promissory Fixed Rate Note Due 2007

  

  US$662,548.94 Series D-2 Secured

  



 

















 


	
   

  	
   

  	
   

  	
   

  	
  Promissory Fixed Rate Note Due 2007

  

  US$293,287.15 Series D-1 Secured Promissory Fixed Rate Note Due 2007

  

  US$662,548.94 Series D-2 Secured Promissory Fixed Rate Note Due 2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  New York Life Insurance Company

  	
   

  	
  US$5,000,000 Series D Secured Note(D-19)

  

  US$2,500,000 Series D Secured Note(D-20)

  

  US$2,500,000 Series D Secured Note(D-21)

  

  US$1,000,000 Series D Secured Note(D-27)

  	
   

  	
  US$1,466,435.77 Series D-1 Secured Promissory Fixed
  Rate Note Due 2007

  

  US$3,312,744.68 Series D-2 Secured Promissory Fixed Rate Note Due 2007

  

  US$733,217.88 Series D-1 Secured Promissory Fixed Rate Note Due 2007

  

  US$1,656,372.34 Series D-2 Secured Promissory Fixed Rate Note Due 2007

  

  US$733,217.88 Series D-1 Secured Promissory Fixed Rate Note Due 2007

  

  US$1,656,372.34 Series D-2 Secured Promissory Fixed Rate Note Due 2007

  

  US$293,287.15 Series D-1 Secured Promissory Fixed Rate Note Due 2007

  

  US$662,548.94 Series D-2 Secured Promissory Fixed Rate Note Due 2007

  



 

















 


	
  Connecticut General Life Insurance Company (CIG
  &CO.)

  	
   

  	
  US$3,000,000 Series D Secured Note(D-8)

  

  US$3,000,000 Series D Secured Note(D-9)

  	
   

  	
  US$879,861.46 Series D-1 Secured Promissory Fixed
  Rate Note Due 2007

  

  US$1,987,646.81 Series D-2 Secured Promissory Fixed Rate Note Due 2007

  

  US$879,861.46 Series D-1 Secured Promissory Fixed Rate Note Due 2007

  

  US$1,987,646.81 Series D-2 Secured Promissory Fixed Rate Note Due 2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Life Insurance Company of North America (CIG &
  CO.)

  	
   

  	
  US$3,000,000 Series D Secured Note(D-11)

  	
   

  	
  US$879,861.46 Series D-1 Secured Promissory Fixed
  Rate Note Due 2007

  

  US$1,987,646.81 Series D-2 Secured Promissory Fixed Rate Note Due 2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ACE American Reinsurance Company (MEDEA & CO.)

  	
   

  	
  US$3,000,000 Series D Secured Note(D-34)

  	
   

  	
  US$879,861.46 Series D-1 Secured Promissory Fixed
  Rate Note Due 2007

  

  US$1,987,646.81 Series D-2 Secured Promissory Fixed Rate Note Due 2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The Lincoln National Life Insurance Company

  	
   

  	
  US$3,000,000 Series D Secured Note  (D-14)

  	
   

  	
  US$879,861.46 Series D-1 Secured Promissory Fixed
  Rate Note Due 2007

  

  US$1,987,646.81 Series D-2 Secured Promissory Fixed Rate Note Due 2007

  



 

















 


	
  Southland Life Insurance Company

  	
   

  	
  US$4,000,000 Series C Secured Export Note (C-4)

  	
   

  	
  US$1,163,787.74 Series C-1 Secured Promissory Fixed
  Rate Note Due 2007

  

  US$2,629,049.11 Series C-2 Secured Promissory Fixed Rate Note Due 2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Life Insurance Company of Georgia

  	
   

  	
  US$10,000,000 Series D Secured Note (D-4)

  

  US$4,000,000 Series C Secured Export Note (C-5)

  	
   

  	
  US$1,163,787.74 Series C-1 Secured Promissory Fixed
  Rate Note Due 2007

  

  US$2,629,049.11 Series C-2 Secured Promissory Fixed Rate Note Due 2007

  

  US$2,932,871.54 Series D-1 Secured Promissory Fixed Rate Note Due 2007

  

  US$6,625,489.36 Series D-2 Secured Promissory Fixed Rate Note Due 2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Security Life of Denver Insurance Company

  	
   

  	
  US$4,000,000 Series C Secured Export Note (C-3)

  

  US$4,000,000 Series C Secured Export Note (C-24)

  

  US$1,000,000 Series D Secured Note(D-22)

  

  US$4,000,000 Series D Secured Note(D-6)

  	
   

  	
  US$1,163,787.74 Series C-1 Secured Promissory Fixed
  Rate Note Due 2007

  

  US$1,163,787.74 Series C-1 Secured Promissory Fixed Rate Note Due 2007

  

  US$2,629,049.11 Series C-2 Secured Promissory Fixed Rate Note Due 2007

  

  US$2,629,049.11 Series C-2 Secured Promissory Fixed Rate Note Due 2007

  

  US$293,287.15 Series D-1 Secured Promissory Fixed Rate Note Due 2007

  



 

















 


	
   

  	
   

  	
   

  	
   

  	
  US$1,173,148.62 Series D-1 Secured Promissory Fixed
  Rate Note Due 2007

  

  US$662,548.94 Series D-2 Secured Promissory Fixed Rate Note Due 2007

  

  US$2,650,195.74 Series D-2 Secured Promissory Fixed Rate Note Due 2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Metropolitan Life Insurance Company

  	
   

  	
  US$10,000,000 Series D Secured Note  (D-12)

  	
   

  	
  US$2,932,871.54 Series D-1 Secured Promissory Fixed
  Rate Note Due 2007

  

  US$6,625,489.36 Series D-2 Secured Promissory Fixed Rate Note Due 2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Pacific Life Insurance Company (MAC & CO.)

  	
   

  	
  US$5,000,000 Series C Secured Export Note (C-20)

  	
   

  	
  US$1,454,734.68 Series C-1 Secured Promissory Fixed
  Rate Note Due 2007

  

  US$3,286,311.38 Series C-2 Secured Promissory Fixed Rate Note Due 2007