Exhibit 4(g)


 


AMENDED AND
RESTATED

CREDIT AGREEMENT


 


Dated as of
April 29, 2003


 


among


 


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


 


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


 


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

MINERA MEXICO INTERNACIONAL, INC.,

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

MINERALES METALICOS DEL NORTE, S.A.,

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

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

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

COMPANIA DE TERRENOS E INVERSIONES DE SAN LUIS POTOSI,


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


MEXICO COMPAÑIA INMOBILIARIA, S.A., and


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


 


CERTAIN FINANCIAL
INSTITUTIONS,

as Bank Holders,


 


and


 


BANK OF AMERICA,
N.A.,

as Administrative Agent,


 

















 


	
  ARTICLE
  1

  	
  DEFINITIONS,
  ETC.

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  1.1

  	
  Certain Defined Terms

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 2

  	
  THE LOANS

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  2.1

  	
  Agreement to Amend and Restate Existing
  Claims

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  2.2

  	
  Promissory
  Notes

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  2.3

  	
  Prepayments

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  2.4

  	
  Repayment

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  2.5

  	
  Interest

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 2.6

  	
  Fees

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  2.7

  	
  Computations

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  2.8

  	
  Payments by the Borrower

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  2.9

  	
  Mutilated, Lost, Stolen or Destroyed Notes

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  2.10

  	
  Cancellation of Notes

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  3

  	
  TAXES; YIELD PROTECTION; ILLEGALITY;
  PAYMENTS

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  4

  	
  CONDITIONS PRECEDENT

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  4.1

  	
  Conditions Precedent

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  5

  	
  REPRESENTATIONS AND WARRANTIES

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  5.1

  	
  Representations and Warranties

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  6

  	
  COVENANTS

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  6.1

  	
  Affirmative Covenants

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  6.2

  	
  Negative Covenants

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  6.3

  	
  Financial Covenants

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  7

  	
  DEFAULT/REMEDIES

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  7.1

  	
  Events of Default/Remedies

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  7.2

  	
  Rights Not Exclusive

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  8

  	
  ADMINISTRATIVE AGENT

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  8.1

  	
  Appointment and Authorization of
  Administrative Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  8.2

  	
  Delegation of Duties

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  8.3

  	
  Liability of Administrative Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  8.4

  	
  Reliance by the Administrative Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  8.5

  	
  Notice
  of Default

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  8.6

  	
  Credit Decision; Disclosure of Information
  by Administrative Agent

  
						



 


i

















 


	
   

  	
  SECTION
  8.7

  	
  Indemnification of Agent-Related Persons

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  8.8

  	
  The Agent-Related Persons in their
  Individual Capacity

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  8.9

  	
  Successor
  Agent

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  9

  	
  MISCELLANEOUS

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  9.1

  	
  Amendments and Waivers

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  9.2

  	
  Notices

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  9.3

  	
  No Waiver; Cumulative Remedies

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  9.4

  	
  Costs and Expenses

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  9.5

  	
  Indemnification

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  9.6

  	
  Payments Set Aside

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  9.7

  	
  Successors and Assigns

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  9.8

  	
  Additional Guarantors

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  9.9

  	
  Counterparts

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  9.10

  	
  Severability

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  9.11

  	
  Third Party Beneficiaries

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  9.12

  	
  Governing Law and Jurisdiction

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  9.13

  	
  Consent to Jurisdiction; Process Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  9.14

  	
  Waiver of Jury Trial

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  9.15

  	
  Currency

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  9.16

  	
  Entire
  Agreement

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  9.17

  	
  English
  Language

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  9.18

  	
  No Partnership, Etc

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  9.19

  	
  Releases

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  9.20

  	
  Survival

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  9.21

  	
  No
  Novation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  9.22

  	
  Bank Holders Restructured Loan Agreement

  



 


ii

















 


APPENDICES


 


	
  APPENDIX
  A

  	
  Rules of Interpretation; Definitions

  
	
   

  	
   

  
	
  SCHEDULES

  	
   

  
	
   

  	
   

  
	
  SCHEDULE
  2.1

  	
  Existing Agreements

  
	
  SCHEDULE
  2.1.1

  	
  Loans

  
	
   

  	
   

  
	
  EXHIBITS

  	
   

  
	
   

  	
   

  
	
  EXHIBIT
  A

  	
  Form of Tranche A Note

  
	
  EXHIBIT
  B

  	
  Form of Tranche B Note

  
	
  EXHIBIT
  C

  	
  Form of Assignment and Assumption

  
	
  EXHIBIT
  D

  	
  Form of Joinder Agreement

  



 


iii

















 


AMENDED AND RESTATED
CREDIT AGREEMENT


 


This Amended and Restated Credit Agreement (this “Agreement”) is entered into
as of April 29, 2003, by and among GRUPO MINERO MEXICO, S.A. DE C.V., a sociedad
anónima de capital variable organized under the laws of Mexico, as
“Borrower” prior to the Intercompany Payable Restructuring (“GMM”),
MINERA MEXICO, S.A. DE C.V., a sociedad anónima de capital variable
organized under the laws of Mexico (“MM”),
INDUSTRIAL MINERA MEXICO, S.A. DE C.V., a sociedad anónima de capital variable
organized under the laws of Mexico (“IMMSA”), MINERA MEXICO INTERNACIONAL, INC.,
a New York corporation (“MMI”), MEXICANA DE COBRE, S.A.
DE C.V., a sociedad anónima de capital variable organized under the
laws of Mexico (“Mexcobre”),
MINERALES METALICOS DEL NORTE, S.A., a sociedad anónima organized under the laws
of Mexico (“Mimenosa”),
MEXICANA DE CANANEA, S.A. DE C.V., a sociedad anónima de capital variable
organized under the laws of Mexico (“Mexcananea”),
MEXICANA DEL ARCO, S.A. DE C.V., a sociedad anónima de capital variable
organized under the laws of Mexico (“Mexarco”),
MINERALES Y MINAS MEXICANAS, S.A. DE C.V., a sociedad anónima de capital variable
organized under the laws of Mexico (“MMM”),
COMPANIA DE TERRENOS E INVERSIONES DE SAN LUIS POTOSI, S.C. POR A., S.A., a sociedad
anónima organized under the laws of Mexico (“TISLP”), MEXICO COMPANIA
INMOBILIARIA, S.A., a sociedad anónima organized under the laws
of Mexico (“MCI”), and PROYECCIONES URBANISTICAS, S. DE R.L. DE C.V.,  a
sociedad
de responsabilidad limitada de capital variable organized under the
laws of Mexico (“PU”, and,
together with MM, IMMSA, MMI, Mexcobre, Mimenosa, Mexcananea, Mexarco, MMM,
TISLP, MCI, and any other Person that becomes a party to this Agreement by
executing a Joinder Agreement (hereinafter defined), collectively, the “Guarantors” and each individually, a “Guarantor”; provided that, from and after
the Intercompany Payable Restructuring, MM shall cease to be a Guarantor and
shall become the “Borrower”), the financial institutions as are or may become
parties hereto (the “Bank Holders”), and BANK OF AMERICA, N.A.,
as the Administrative Agent for the Bank Holders (in such capacity, together
with its successors in such capacity, the “Administrative Agent”).


 


WHEREAS,
the parties hereto include the parties to the existing facilities listed on
Schedule 2.1 hereto (the “Existing Agreements”);


 


WHEREAS,
GMM and each of the Guarantors parties to the Existing Agreements acknowledge
they currently owe debt in favor of the Bank Holders under the Existing
Agreements;


 


WHEREAS,
the parties hereto desire to amend and restate the Existing Agreements, in the
form of, and upon the terms and conditions set forth in, this Agreement and in
the Common Agreement, dated as of the date hereof (the “Common Agreement”) among the parties hereto and
the SEN Holders, the SEN Collateral Agent and Grupo Mexico Export Master Trust
No. 1, acting by and through The Bank of New York, as SEN Trustee; and


 


WHEREAS,
GMM (or, if applicable, in accordance with the Common Agreement, MM) will be
the Borrower under the Common Agreement (and under this Agreement).


 


1

















 


NOW,
THEREFORE, in consideration of the mutual agreements,
provisions and covenants contained herein, the parties agree to amend and
restate the Existing Agreements as follows:


 


ARTICLE 1



DEFINITIONS, ETC.


 


SECTION 1.1                                                  Certain Defined Terms.  (a) Capitalized terms defined in the Common
Agreement and used but not otherwise defined herein shall have the meanings
ascribed thereto in the Common Agreement. 
This Agreement shall also be subject to paragraphs A-F set forth in
Appendix A to the Common Agreement.


 


(b) Other capitalized terms used herein but
not otherwise defined herein shall have the meanings ascribed thereto in
Appendix A hereto.


 


ARTICLE 2



THE LOANS


 


SECTION 2.1                                                  Agreement to Amend and Restate Existing Claims.  Each Bank Holder severally agrees, on the
terms and conditions set forth herein, and the Borrower and the Guarantors
agree, that, on the Closing Date, the Existing Agreements to which such Bank
Holder is a party shall be deemed to be amended and restated in their entirety
by this Agreement and the Common Agreement, and the Existing Claims of such
Bank Holder in an aggregate principal amount set forth opposite the name of
such Bank Holder on Schedule 2.1.1 hereto shall be deemed to have been so
amended and restated as follows:


 


(a)                                  the
Borrower shall be obligated to repay to such Bank Holder loans in a principal
amount equal to the amounts set forth opposite the name of such Bank Holder on
Schedule 2.1.1 hereto under the caption “Tranche A Loans” (such loan, the “Tranche A
Loan” of such Bank Holder); and


 


(b)                                 the
Borrower shall be obligated to repay to such Bank Holder loans in a principal
amount equal to the amounts set forth opposite the name of such Bank Holder on
Schedule 2.1.1 hereto under the caption “Tranche B Loans” (such loan, the “Tranche B
Loan” of such Bank Holder).


 


Once prepaid or repaid, no Tranche A Loan or Tranche B Loan may be
reborrowed.


 


SECTION 2.2                                                  Promissory Notes.


 


(a)                                  Each
Bank Holder’s Loans shall be evidenced by one or more promissory notes (pagarés)
of the Borrower, endorsed por aval by each Guarantor (and, in the
case of any such note held by a GM Guaranty Beneficiary, by GM in addition to
each such Guarantor), as follows:


 


2

















 


(i)                                     Each
Bank Holder’s Tranche A Loan shall be evidenced by one or more Notes
substantially in the form of Exhibit A hereto in an aggregate principal
amount equal to the amount of such Bank Holder’s Tranche A Loan; and


 


(ii)                                  Each
Bank Holder’s Tranche B Loan shall be evidenced by one or more Notes
substantially in the form of Exhibit B hereto in an aggregate principal
amount equal to the amount of such Bank Holder’s Tranche B Loan.


 


(b)                                 The
Borrower and each of the Guarantors hereby acknowledge that, as of the date
hereof, the Borrower owes to the Bank Holders: (i) the aggregate amount of One
Hundred Twenty-Five Million One Hundred One Thousand Six Hundred Seventy-One
Dollars and Four cents 
($125,101,671.04)  of the Tranche
A Loans and (ii) the aggregate amount of Two Hundred Eighty-Two Million Six
Hundred Ten Thousand Three Hundred Twenty-Eight Dollars and Eighty-Four
cents  ($282,610,328.84)  of the Tranche B Loans.


 


(c)                                  Pursuant
to Section 4.06 of the Common Agreement, in connection with the Intercompany
Payable Restructuring, MM will deliver to each Bank Holder new Bank Holder
Notes (pagarés)
(with MM as Borrower) in replacement of the notes previously delivered by GMM
in accordance with this Agreement and the Common Agreement (with GMM as
Borrower), endorsed por aval by each Guarantor (and, in the
case of any such note held by a GM Guaranty Beneficiary, by GM in addition to
each such Guarantor).


 


SECTION 2.3                                                  Prepayments.


 


(a)                                  Optional
Prepayments.  The Borrower may, from
time to time on any Business Day, prepay principal of Loans pursuant to Article
VIII of the Common Agreement.  Each
prepayment of Loans made pursuant to this Section shall be without premium or
penalty, except as may be required by Section 12.04 of the Common Agreement.


 


(b)                                 Mandatory
Prepayments.  The Borrower shall
ratably prepay Loans in whole or in part as required by the mandatory
prepayment provisions set forth in Article VIII of the Common Agreement.


 


(c)                                  Application
of Prepayments.  Each prepayment of
Loans (whether optional or mandatory) shall be applied in accordance with the
prepayment provisions set forth in Article VIII of the Common Agreement.


 


SECTION 2.4                                                  Repayment.  The Borrower shall repay all Loans in full,
including all accrued and unpaid interest thereon, and all other amounts owing
under the Loan Documents, no later than the Maturity Date.  Without limiting the foregoing, the Borrower
shall make scheduled amortization payments on the Loans in accordance with
Section 8.03(a) of the Common Agreement.


 


3

















 


SECTION 2.5                                                  Interest.


 


(a)                                  Each
Tranche A Loan and each Tranche B Loan shall (except as provided in Sections
12.02 or 12.05 of the Common Agreement) be LIBOR Loans that bear interest on
the outstanding principal amount thereof from the Closing Date at a rate per
annum, for each Interest Period therefor, equal to the LIBOR Rate for such
Interest Period plus the Applicable Margin.


 


(b)                                 Interest
accrued on each Loan shall be paid in cash in arrears as provided in the Common
Agreement.


 


(c)                                  Anything
herein or in any other Operative Document to the contrary notwithstanding, the
obligations of the Borrower to any Bank Holder hereunder shall be subject to
the limitation that payments of interest shall not be required for any period
for which interest is computed hereunder, to the extent (but only to the
extent) that contracting for or receiving such payment by such Bank Holder
would be contrary to the provisions of any law applicable to such Bank Holder
limiting the highest rate of interest that may be lawfully contracted for,
charged or received by such Bank Holder, and in such event the Borrower shall
pay such Bank Holder interest at the highest rate permitted by Applicable Law.


 


SECTION 2.6                                                  Fees.  The
Borrower agrees to pay to the Administrative Agent, for its own account, the
fees set forth in a fee letter, dated December 5, 2002 (the “Fee Letter”),
between GMM and the Administrative Agent.


 


SECTION 2.7                                                  Computations.


 


(a)                                  All
computations of interest under this Agreement shall be made in accordance with
the Common Agreement.


 


(b)                                 All
computations of fees under this Agreement or under the Fee Letter shall be
calculated on the basis of twelve (12) thirty (30) day months and three hundred
sixty (360) day years.


 


SECTION 2.8                                                  Payments by the Borrower.


 


(a)                                  Subject
to Section 8.02 of the Common Agreement and Sections
2.3 and 2.8(b),
payments received by the Administrative Agent or the Bank Holders from (or on
behalf of) the Borrower (including from any proceeds from the exercise of any
remedies against the General Security) shall be applied (except as specifically
provided otherwise herein): first, to any fees due pursuant to Section 2.6; second, to interest
(including, if applicable, at the Default Interest Rate); and third, to
principal.


 


(b)                                 Except
to the extent otherwise provided herein, (i) each payment or prepayment of
principal of Loans of a particular Tranche shall be made for account of the
Bank Holders holding Loans of such Tranche pro rata in accordance with the
respective unpaid principal amount of the Loans of such Tranche, and (ii) each
payment of interest on Loans of a particular Tranche shall be made for account
of the Bank Holders holding


 


4

















 


Loans of such Tranche pro rata in accordance with the
respective unpaid principal amount of the Loans of such Tranche then due and
payable.


 


(c)                                  The
Administrative Agent shall maintain on its books records setting forth the
principal amount of each Bank Holder’s Loans, each payment or prepayment of
principal thereof, and each payment in respect of interest thereon, and such
records shall be conclusive and binding on the Borrower and the Bank Holders
absent manifest error.


 


SECTION 2.9                                                  Mutilated, Lost, Stolen or Destroyed Notes.  (a) The Borrower shall, in accordance with
the terms and provisions set forth herein and in the Notes, and upon provision
of evidence satisfactory to the Administrative Agent and Borrower that any Note
was mutilated, lost, stolen or destroyed (including delivery of a lost note
affidavit in a form substantially similar to the form provided as Exhibit
2.01(aa) to the Common Agreement), 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 and/or each Guarantor, as applicable, may pay such
Note upon satisfaction of the conditions set forth in this Section 2.9.


 


(b)                                 Upon
the issuance of a Substitute Note, the holder of such Substitute Note, if so
requested by Borrower or any Guarantor, 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 Administrative Agent) connected with the preparation and
issuance of the Substitute Note.


 


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


 


SECTION 2.10                                            Cancellation of Notes.  Whenever a Note is delivered to the Borrower
for cancellation (upon payment or otherwise), or for transfer, exchange or
replacement pursuant to the terms hereof, the Borrower will promptly cancel
(and may destroy) such Note.


 


ARTICLE 3



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 4



CONDITIONS PRECEDENT


 


SECTION 4.1                                                  Conditions Precedent.  The effectiveness of this Agreement is
subject to satisfaction of the following conditions precedent:


 


(a)                                  satisfaction
of each of the conditions precedent set forth in Section 2.01 of the Common
Agreement;


 


5

















 


(b)                                 the
payment of any fees required to be paid on or before the Closing Date
(including applicable fees under the Fee Letter and a restructuring fee payable
to each Bank Holder equal to 0.5% of the Existing Claims of such Bank Holder,
as provided in Section 8.05(b) of the Common Agreement); and


 


(c)                                  payment
by the Borrower of all Attorney Costs of the Administrative Agent, the other
Bank Holders and any guarantors of the Loans, to the extent invoiced prior to
or on the Closing Date, plus such additional amounts of Attorney Costs
as shall constitute the Administrative Agent’s reasonable estimate of Attorney
Costs incurred or to be incurred by it through the closing proceedings (provided
that such estimate shall not thereafter preclude a final settling of accounts
between the Borrower and the Administrative Agent).


 


ARTICLE 5



REPRESENTATIONS AND WARRANTIES


 


SECTION 5.1                                                  Representations and Warranties.  The Borrower, MM and each Principal
Subsidiary hereby jointly and severally make the same representations and
warranties as are set forth 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 6



COVENANTS


 


SECTION 6.1                                                  Affirmative Covenants.  Each of MM (on behalf of itself, GMM and
each Principal Subsidiary, but only to the extent applicable), GMM (on behalf
of itself and each Principal Subsidiary) and each Principal Subsidiary (on
behalf of itself and its respective Subsidiaries, where applicable) agrees
that, until all Obligations have been paid and performed in full, it shall
perform and comply with each of the Affirmative Covenants as are set forth in
Article IV of the Common Agreement (which Affirmative Covenants shall be deemed
to be incorporated herein as if the same were set forth in full herein).


 


SECTION 6.2                                                  Negative Covenants.  Each of MM (on behalf of itself, GMM and
each Principal Subsidiary, but only to the extent applicable), GMM (on behalf
of itself and each Principal Subsidiary) and each Principal Subsidiary (on
behalf of itself and its respective Subsidiaries, where applicable) agrees
that, until all Obligations have been paid and performed in full, it shall
perform and comply with each of the Negative Covenants as are set forth in
Article V of the Common Agreement (which Negative Covenants shall be deemed to
be incorporated herein as if the same were set forth in full herein).


 


SECTION 6.3                                                  Financial Covenants.  Each of MM (on behalf of itself, GMM and
each Principal Subsidiary, but only to the extent applicable), GMM (on behalf
of itself and each Principal Subsidiary) and each Principal Subsidiary (on
behalf of itself and its respective Subsidiaries, where applicable) agrees
that, until all Obligations have been paid and performed in full, it shall
perform and comply with each of the Financial Covenants as are set forth in
Article VI


 


6

















 


of the Common Agreement (which Financial Covenants
shall be deemed to be incorporated herein as if the same were set forth in full
herein)


 


ARTICLE 7



DEFAULT/REMEDIES


 


SECTION 7.1                                                  Events of Default/Remedies.  Article X of the Common Agreement sets forth
certain remedies that are available following an Event of Default.


 


SECTION 7.2                                                  Rights Not Exclusive.  The rights, powers, privileges and remedies
provided for in the Loan 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 8



ADMINISTRATIVE AGENT


 


SECTION 8.1                                                  Appointment and Authorization of Administrative
Agent.  Each Bank Holder
hereby irrevocably appoints, designates and authorizes the Administrative Agent
to take such action on its behalf under the provisions of this Agreement and
each other Operative Document and to exercise such powers and perform such
duties as are expressly delegated to it by the terms of this Agreement or any
other Operative Document, together with such powers as are reasonably
incidental thereto.  Notwithstanding any
provision to the contrary contained elsewhere herein or in any other Loan
Document, the Administrative Agent shall not have any duties or
responsibilities except those expressly set forth herein, nor shall the
Administrative Agent have or be deemed to have any fiduciary relationship with
any Bank Holder or participant, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the
Administrative Agent.  Without limiting
the generality of the foregoing sentence, the use of the term “agent” herein
and in the other Loan Documents with reference to the Administrative Agent is
not intended to connote any fiduciary or other implied (or express) obligations
arising under agency doctrine of any Applicable Law.  Instead, such term is used merely as a matter of market custom,
and is intended to create or reflect only an administrative relationship
between independent contracting parties.


 


SECTION 8.2                                                  Delegation of Duties.  The Administrative Agent may execute any of
its duties under this Agreement or any other Operative Document by or through
agents, employees or attorneys-in-fact and shall be entitled to advice of
counsel and other consultants or experts concerning all matters pertaining to
such duties.  The Administrative Agent
shall not be responsible for the negligence or misconduct of any agent or
attorney-in-fact that it selects with reasonable care.


 


SECTION 8.3                                                  Liability of Administrative Agent.  No Agent-Related Person shall (a) be liable
for any action taken or omitted to be taken by any of them under or in
connection with this Agreement or any other Loan Document or the transactions
contemplated hereby or thereby


 


7

















 


(except for its own gross negligence or willful
misconduct), or (b) be responsible in any manner to any Bank Holder or
participant for any recital, statement, representation or warranty made by any
Loan Party or any officer thereof, contained herein or in any other Loan
Document, or in any certificate, report, statement or other document referred
to or provided for in, or received by the Administrative Agent under or in
connection with, this Agreement or any other Loan Document, or the validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Loan Document, or for any failure of any Loan Party or any other
party to any Loan Document to perform its obligations hereunder or
thereunder.  No Agent-Related Person
shall be under any obligation to any Bank Holder or participant to ascertain or
to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, this Agreement or any other Loan Document, or
to inspect the properties, books or records of any Loan Party or any Affiliate
thereof.


 


SECTION 8.4                                                  Reliance by the Administrative Agent.


 


(a)                                  The
Administrative Agent shall be entitled to rely, and shall be fully protected in
relying, upon any writing, communication, signature, resolution, representation,
notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or
telephone message, electronic mail message, statement or other document or
conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons, and upon advice and statements of
legal counsel (including counsel to any Loan Party), independent accountants
and other experts selected by the Administrative Agent.  The Administrative Agent shall be fully
justified in failing or refusing to take any action under any Loan Document
unless it shall first receive such advice or concurrence of the Required Bank
Holders as it deems appropriate and, if it so requests, it shall first be
indemnified to its satisfaction by the Bank Holders against any and all
liability and expense which may be incurred by it by reason of taking or
continuing to take any such action.  The
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement or any other Loan Document in
accordance with a request or consent of the Required Bank Holders (or such
greater number of Bank Holders as may be expressly required hereby in any
instance) and such request and any action taken or failure to act pursuant
thereto shall be binding upon all the Bank Holders.


 


(b)                                 For
purposes of determining compliance with the conditions specified in Section
4.1, each Bank Holder that has signed this Agreement shall be deemed to
have consented to, approved or accepted or to be satisfied with each document
or other matter required thereunder to be consented to or approved by or
acceptable or satisfactory to a Bank Holder unless the Administrative Agent
shall have received notice from such Bank Holder prior to the proposed Closing
Date specifying its objection thereto.


 


SECTION 8.5                                                  Notice of Default.  The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default, unless the
Administrative Agent shall have received written notice from a Bank Holder or
the Borrower or any Principal Subsidiary referring to this Agreement,
describing such Default and stating that such notice is a “notice of
default.”  The Administrative Agent will
promptly notify the Bank Holders of its receipt of any such notice.  The Administrative Agent shall take such
action with respect to such


 


8

















 


Default as may be directed by the Required Bank
Holders in accordance with Article 7  provided, however,
that unless and until the Administrative Agent has received any such direction,
the Administrative Agent may (but shall not be obligated to) take such action,
or refrain from taking such action, with respect to such Default as it shall
deem advisable or in the best interest of the Bank Holders.


 


SECTION 8.6                                                  Credit Decision; Disclosure of Information by
Administrative Agent. 
Each Bank Holder acknowledges that no Agent-Related Person has made any
representation or warranty to it, and that no act by the Administrative Agent
hereafter taken, including any consent to and acceptance of any assignment or
review of the affairs of any Loan Party or any Affiliate thereof, shall be
deemed to constitute any representation or warranty by any Agent-Related Person
to any Bank Holder as to any matter, including whether Agent-Related Persons
have disclosed material information in their possession.  Each Bank Holder represents to the
Administrative Agent that it has, independently and without reliance upon any
Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Loan Parties and their respective Subsidiaries, and all
bank or other regulatory Applicable Laws relating to the transactions
contemplated hereby, and made its own decision to enter into this Agreement and
to extend credit to the Borrower hereunder. 
Each Bank Holder also represents that it will, independently and without
reliance upon any Agent-Related Person and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement and the other Operative Documents, and to make such
investigations as it deems necessary to inform itself as to the business,
prospects, operations, property, financial and other condition and
creditworthiness of the Borrower and the other Loan Parties.  Except for notices, reports and other
documents expressly required to be furnished to the Bank Holders by the
Administrative Agent herein, the Administrative Agent shall not have any duty
or responsibility to provide any Bank Holder with any credit or other
information concerning the business, prospects, operations, property, financial
and other condition or creditworthiness of any of the Loan Parties or any of
their respective Affiliates which may come into the possession of any Agent-Related
Person.


 


SECTION 8.7                                                  Indemnification of Agent-Related Persons.  Whether or not the transactions contemplated
hereby are consummated, each Bank Holder (including any guarantor of the Loans)
that is not subject to the limitations on incurrence of indemnification
obligations under the United States Antideficiency Act or any similar law in
effect in the jurisdiction of its formation (each an “Indemnifying Bank Holder”)
agrees to indemnify upon demand each Agent-Related Person (to the extent not
reimbursed by or on behalf of any Loan Party and without limiting the
obligation of any Loan Party to do so), pro rata, and hold harmless each
Agent-Related Person from and against any and all Indemnified Liabilities
incurred by it; provided, however, that no Indemnifying Bank
Holder shall be liable for the payment to any Agent-Related Person of any
portion of such Indemnified Liabilities to the extent determined in a final,
nonappealable judgment by a court of competent jurisdiction to have resulted
from such Agent-Related Person’s own gross negligence or willful misconduct; provided,
however, that no action taken in accordance with the directions of the
Required Bank Holders shall be deemed to constitute gross negligence or willful
misconduct for purposes of this Section. 
Without limitation of the foregoing, each Indemnifying Bank Holder shall
reimburse the Administrative


 


9

















 


Agent upon demand for its ratable share of any costs
or out-of-pocket expenses (including Attorney Costs) incurred by the
Administrative Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, this Agreement, any other Loan Document, or
any document contemplated by or referred to herein, to the extent that the
Administrative Agent is not reimbursed for such expenses by or on behalf of the
Borrower.  The undertaking in this
Section shall survive repayment of the Loans, the payment of all other
Obligations and the resignation or removal of the Administrative Agent.


 


SECTION 8.8                                                  The Agent-Related Persons in their Individual
Capacity.  Each
Agent-Related Person may make loans to, issue letters of credit for the account
of, accept deposits from, acquire equity interests in and generally engage in
any kind of banking, trust, financial advisory, underwriting or other business
with each of the Loan Parties and their respective Affiliates as though the
Administrative Agent did not act in such capacity under the Operative
Documents, without notice to or consent of the Bank Holders.  The Bank Holders acknowledge that, pursuant
to such activities, the Agent-Related Persons may receive information regarding
any Loan Party or its Affiliates (including information that may be subject to
confidentiality obligations in favor of such Loan Party or its Affiliates) and
acknowledge that no Agent-Related Person shall be under any obligation to
provide such information to any Bank Holder. 
With respect to its Loans, Bank of America shall have the same rights
and powers under the Operative Documents as any other Bank Holder and may
exercise the same as though it were not the Administrative Agent, and the terms
“Bank Holder” and “Bank Holders” include Bank of America in its individual
capacity.


 


SECTION 8.9                                                  Successor Agent.  The Administrative Agent may, and at the
request of the Required Bank Holders shall, resign as Administrative Agent upon
thirty (30) days’ notice to the Bank Holders and the Borrower.  If the Administrative Agent resigns under
this Agreement, the Required Bank Holders shall appoint from among the Bank
Holders a successor administrative agent for the Bank Holders, which successor
administrative agent shall be approved by the Borrower (such approval not to be
unreasonably withheld) so long as no Default shall have occurred and be
continuing.  If no successor
administrative agent is appointed prior to the effective date of the
resignation of the Administrative Agent, the Administrative Agent may appoint,
after consulting with the Bank Holders and the Borrower, a successor
administrative agent from among the Bank Holders.  Upon the acceptance of its appointment as successor administrative
agent hereunder: (a) such successor administrative agent shall succeed to
all the rights, powers and duties of the retiring Administrative Agent,
(b) the term “Administrative Agent” shall mean such
successor administrative agent and (c) the retiring Administrative Agent’s
appointment, powers and duties as the Administrative Agent shall be
terminated.  After the retiring
Administrative Agent’s resignation hereunder, the terms and provisions of this
Article and Section 9.4 and Section 9.5 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was the
Administrative Agent under the Loan Documents. 
If no successor administrative agent has accepted appointment as the
Administrative Agent by the date that is 30 days after the retiring
Administrative Agent’s notice of resignation, the retiring Administrative
Agent’s resignation shall nevertheless thereupon become effective and the Bank
Holders shall perform all of the duties of the Administrative Agent hereunder
until such time, if


 


10

















 


any, as the Required Bank Holders appoint a successor
administrative agent as provided for above.


 


ARTICLE 9



MISCELLANEOUS


 


SECTION 9.1                                                  Amendments and Waivers.


 


(a)                                  Amendments,
modifications and waivers of this Agreement shall be governed by Section
14.01(c) of the Common Agreement.


 


(b)                                 The
Fee Letter may be amended, or rights or privileges thereunder waived, in a
writing executed only by the parties thereto.


 


SECTION 9.2                                                  Notices. 
Section 14.14 of the Common Agreement shall be deemed to be incorporated
herein as if the same were set out in full herein.  In addition, each Bank Holder shall notify the Administrative
Agent and the Shared Payment and Collateral Agent in accordance with Section
14.14 of the Common Agreement of any change in: (a) the address to which
notices to such Bank Holder should be directed, (b) addresses of any Lending
Office, (c) payment instructions in respect of all payments to be made to it
hereunder and (d) such other administrative information as the Administrative
Agent or the Shared Payment and Collateral Agent reasonably requests from time
to time.


 


SECTION 9.3                                                  No Waiver; Cumulative Remedies.  No failure by any Bank Holder or the
Administrative Agent to exercise, and no delay by any such Person in
exercising, any right, remedy, power or privilege hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges
herein provided are cumulative and not exclusive of any rights, remedies,
powers and privileges provided by law.


 


SECTION 9.4                                                  Costs and 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 9.5                                                  Indemnification.  Section 11.01 of the Common Agreement shall
be deemed to be incorporated herein as if the same were set out in full herein.


 


SECTION 9.6                                                  Payments Set Aside.  Section 14.08 of the Common Agreement shall
be deemed to be incorporated herein as if the same were set out in full herein.


 


SECTION 9.7                                                  Successors and Assigns.


 


(a)                                  The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective authorized successors and assigns
permitted hereby, except that: (x) none of Borrower, MM or any other Guarantor
shall assign or transfer any of its rights or obligations under this Agreement
or any other Loan Document without the prior written consent of the
Administrative Agent and each Bank


 


11

















 


Holder; and (y) no Bank Holder may assign or otherwise
transfer any of its rights or obligations hereunder or under any other
Operative Document except (i) to an Eligible Assignee in accordance with the
provisions of subsection (b) of this Section, (ii) by way of participation in
accordance with the provisions of subsection (d) of this Section, or (iii) by
way of pledge or assignment of a security interest subject to the restrictions
of subsection (f) of this Section.  Any
other attempted assignment or transfer by any such party hereto shall be null
and void.  Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto, their respective successors and assigns permitted hereby,
Participants to the extent provided in subsection (d) of this Section and, to
the extent expressly contemplated by Section 11.01 of the Common Agreement, the
Indemnified Persons comprising the Administrative Agent, the Bank Holders and
their respective officers, directors, employees, counsel, agents and
attorneys-in-fact), any legal or equitable right, remedy or claim under or by
reason of this Agreement.


 


(b)                                 Any
Bank Holder may at any time assign to one or more Eligible Assignees all or a
portion of its rights and obligations under this Agreement or under any other
Operative Document, including all or a portion of its Loans; provided
that (i) except in the case of an assignment to Export-Import Bank of the
United States or of the entire remaining amount of the Loans at the time owing
to the assigning Bank Holder or in the case of an assignment to a Bank Holder
or an Affiliate of a Bank Holder or an Approved Fund (as defined in subsection
(g) of this Section) with respect to a Bank Holder, the aggregate amount of the
Loans subject to each such assignment, determined as of the date the Assignment
and Assumption with respect to such assignment is delivered to the
Administrative Agent or, if “Trade Date” is specified in the Assignment and
Assumption, as of the Trade Date, shall not be less than Five Million Dollars
($5,000,000)  unless each of the Administrative Agent and, so long as no
Event of Default has occurred and is continuing, the Borrower otherwise
consents (each such consent not to be unreasonably withheld or delayed); (ii)
each partial assignment shall be made as an assignment of a proportionate part
of all the assigning Bank Holder’s rights and obligations under this Agreement
and the other Operative Documents with respect to the Loans assigned; (iii) the
parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Assumption, together with a processing and recordation
fee of $3,500 and (iv) the parties to each assignment shall notify the Shared
Payment and Collateral Agent of such assignment.  Subject to acceptance and recording thereof by the Administrative
Agent pursuant to subsection (c) of this Section, from and after the effective
date specified in each Assignment and Assumption, the Eligible Assignee
thereunder shall be a party to this Agreement and, to the extent of the
interest assigned by such Assignment and Assumption, have the rights and
obligations of a Bank Holder or a Lender under this Agreement and the other
Operative Documents, and the assigning Bank Holder thereunder shall, to the
extent of the interest assigned by such Assignment and Assumption, be released
from its obligations under this Agreement and the other Operative Documents
(and, in the case of an Assignment and Assumption covering all of the assigning
Bank Holder’s rights and obligations under this Agreement and the other
Operative Documents, such Bank Holder shall cease to be a party hereto but
shall continue to be entitled to the benefits of Sections 12.01, 12.03, 12.04
and 12.06 of the Common Agreement and Article 3 and Sections 9.4
and 9.5 with respect to facts and


 


12

















 


circumstances occurring prior to the effective date of
such assignment).  Upon request, the
Borrower (at its expense) shall execute and deliver Notes to the assignee Bank
Holder and each Guarantor (and in the case where such assignee Bank Holder is a
GM Guaranty Beneficiary, GM, in addition to each such Guarantor) (at its
expense) shall endorse such Notes por aval. 
Any assignment or transfer by a Bank Holder of rights or obligations
under this Agreement and the other Operative Documents that does not comply
with this subsection shall be treated for purposes of this Agreement and the
other Operative Documents as a sale by such Bank Holder of a participation in
such rights and obligations in accordance with subsection (d) of this Section.


 


(c)                                                          The
Administrative Agent, acting solely for this purpose as an agent of the
Borrower, shall maintain at the Administrative Agent’s address determined in
accordance with Section 14.14 of the Common Agreement a copy of each Assignment
and Assumption delivered to it and a register for the recordation of the names
and addresses of the Bank Holders and principal amounts of the Loans owing to
each Bank Holder pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be
conclusive, and the Borrower, the Administrative Agent, the Shared Payment and
Collateral Agent and the Bank Holders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Bank Holder
hereunder for all purposes of this Agreement and the other Operative Documents,
notwithstanding notice to the contrary. 
The Register shall be available for inspection by the Borrower, the
Shared Payment and Collateral Agent and any Bank Holder, at any reasonable time
and from time to time upon reasonable prior notice.


 


(d)                                                         Any
Bank Holder may at any time, without the consent of, or notice to, the Borrower
or the Administrative Agent, sell participations to any Person (other than a
natural person or the Borrower or any of the Borrower’s Affiliates or
Subsidiaries or a Person acting on behalf of any of the Borrower or any of the
Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a
portion of such Bank Holder’s rights and/or obligations under this Agreement
and any other Operative Document (including all or a portion of the Loans  owing to it); provided that
(i) such Bank Holder’s obligations under this Agreement and any other
Operative Document shall remain unchanged, (ii) such Bank Holder shall
remain solely responsible to the other parties hereto for the performance of
such obligations and (iii) the Borrower, the Administrative Agent, the
Shared Payment and Collateral Agent and the other Bank Holders shall continue
to deal solely and directly with such Bank Holder in connection with such Bank
Holder’s rights and obligations under this Agreement and any other Operative
Document.  Any agreement or instrument
pursuant to which a Bank Holder sells such a participation shall provide that
such Bank Holder shall retain the sole right to enforce this Agreement and any
other Operative Document and to approve any amendment, modification or waiver
of any  provision of this Agreement or
any other Operative Document; provided that such agreement or instrument
may provide that such Bank Holder will not, without the consent of the
Participant, agree to any amendment, waiver or other modification described in
the first proviso of Section 14.01(a) of the Common Agreement to the extent
such Participant would be negatively affected thereby.  Subject to Subsection (e) of this Section,
the Borrower agrees that each Participant shall be entitled to the benefits of Article
3 and Sections 12.01, 12.03, 12.04 and 12.06 of the Common Agreement  to
the 


 


13

















 


same extent as if it were a Bank Holder and had
acquired its interest by assignment pursuant to subsection (b) of this
Section.  To the extent permitted by
law, each Participant also shall be entitled to the benefits of
Section 14.09  of the Common Agreement as though it were a Bank Holder, provided
such Participant agrees to be subject to Section 12.09 of the Common Agreement
as though it were a Bank Holder.


 


(e)                                                          A
Participant shall not be entitled to receive any greater payment under Article
3 or Sections 12.01, 12.03, 12.04 and 12.06 of the Common Agreement  than
the applicable Bank Holder would have been entitled to receive with respect to
the participation sold to such Participant, unless the sale of the participation
to such Participant is made with the Borrower’s prior written consent.


 


(f)                                                            Any
Bank Holder may at any time pledge or assign a security interest in all or any
portion of its rights under this Agreement and any other Operative Document
(including under its Notes) to secure obligations of such Bank Holder,
including any pledge or assignment to secure obligations to a Federal Reserve
Bank; provided that no such pledge or assignment shall release such Bank
Holder from any of its obligations hereunder or thereunder or substitute any
such pledgee or assignee for such Bank Holder as a party hereto or thereto.


 


(g)                                                         As
used herein, the following terms have the following meanings:


 


“Eligible
Assignee” means (a) a Bank Holder; (b) an Affiliate of a Bank Holder;
(c) an Approved Fund; (d) Export-Import Bank of the United States and (e) any
other Person (other than a natural person) approved by (i) the Administrative
Agent and (ii) unless an Event of Default has occurred and is continuing, the
Borrower (each such approval not to be unreasonably withheld or delayed); provided
that notwithstanding the foregoing, “Eligible Assignee” shall not include the
Borrower or any of the Borrower’s Affiliates or Subsidiaries or a Person acting
on behalf of any of the foregoing Persons.


 


“Fund”
means any Person (other than a natural person) that is (or will be) engaged in
making, purchasing, holding or otherwise investing in commercial loans and
similar extensions of credit in the ordinary course of its business.


 


“Approved Fund” means any Fund
that is administered or managed by (a) a Bank Holder, (b) an Affiliate of a
Bank Holder or (c) an entity or an Affiliate of an entity that administers or
manages a Bank Holder.


 


SECTION 9.8                                                  Additional Guarantors.  Borrower shall designate any Subsidiary or
newly acquired or formed Subsidiary as a Guarantor hereunder (each such
Subsidiary, a “New Guarantor”) in accordance with, and to the extent required
by, Section 4.19 of the Common Agreement. 
Such New Guarantor shall become a Guarantor under this Agreement and for
all purposes be deemed a Guarantor under this Agreement, with all rights and
obligations of a Guarantor under this Agreement, upon the execution by such
Person of a Joinder Agreement, countersigned by the Administrative Agent.


 


14

















 


SECTION 9.9                                                  Counterparts.  This Agreement may be executed in any number
of separate counterparts (including via facsimile), each of which, when so
executed, shall be deemed an original, and all of which taken together shall be
deemed to constitute but one and the same instrument.


 


SECTION 9.10                                            Severability.  If any provision of this Agreement is held
to be illegal, invalid or unenforceable, (a) the legality, validity and
enforceability of the remaining provisions of this Agreement shall not be
affected or impaired thereby and (b) the parties shall endeavor in good faith
negotiations to replace the illegal, invalid or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to
that of the illegal, invalid or unenforceable provisions.  The invalidity of a provision in a
particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.


 


SECTION 9.11                                            Third Party Beneficiaries.  This Agreement is made and entered into for
the sole protection and legal benefit of the parties hereto, the other
Agent-Related Persons, the Indemnified Persons and their permitted successors
and assigns (all of which, if not parties hereto, are third-party beneficiaries
hereof for purposes of enforcing their respective rights hereunder), and no
other Person shall be a direct or indirect legal beneficiary of, or have any
direct or indirect cause of action or claim in connection with, this Agreement.


 


SECTION
9.12                                            Governing Law and Jurisdiction.  THIS AGREEMENT AND THE LOANS SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE
AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE
ADMINISTRATIVE AGENT AND EACH BANK HOLDER SHALL RETAIN ALL RIGHTS ARISING UNDER
FEDERAL LAW OF THE UNITED STATES OF AMERICA.


 


SECTION 9.13                                            Consent to Jurisdiction; Process Agent.  Section 14.22 of the Common Agreement shall
be deemed to be incorporated herein as if the same were set out in full herein.


 


SECTION 9.14                                            Waiver of Jury Trial.  SECTION 14.20 OF THE COMMON AGREEMENT SHALL BE DEEMED
TO BE INCORPORATED HEREIN AS IF THE SAME WERE SET OUT IN FULL HEREIN.


 


SECTION 9.15                                            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 9.16                                            Entire Agreement.  The Loan Documents embody the entire
agreement and understanding among the parties hereto, and supersede all prior
or contemporaneous agreements and understandings of such Persons, verbal or
written, relating to the subject matter hereof and thereof.


 


SECTION 9.17                                            English Language.  Section 14.18 of the Common Agreement shall
be deemed to be incorporated herein as if the same were set out in full herein.


 


SECTION 9.18                                            No Partnership, Etc.  The Bank Holders, the Guarantors and the
Borrower intend that the relationship between them shall be solely that of
creditor and debtor.


 


15

















 


Nothing contained in this Agreement, the Loans or any
other Loan Document shall be deemed or construed to create a partnership,
tenancy-in-common, joint tenancy, joint venture or co-ownership by or between
any Bank Holder, on the one hand, and any other Bank Holder, the Borrower, the
Guarantors or any other Person, on the other hand.  The Bank Holders shall not in any way be responsible or liable
for the debts, losses, obligations or duties of the Borrower, the Guarantors or
any other Person.  All obligations to
pay real property or other taxes, assessments, insurance premiums and all other
fees and charges arising from the ownership, operation or occupancy of the
Borrower’s business (and to perform all obligations under the agreements and
contracts relating thereto) shall be the sole responsibility of the Borrower.


 


SECTION 9.19                                            Releases.  Each of the Borrower, MM and each other
Guarantor, on behalf of itself and its Subsidiaries and Affiliates
(collectively, the “GMM Entities”), hereby releases and forever
discharges each Bank Holder and its Affiliates and each member of any steering
or similar committee of creditors of the Borrower and each of their respective
individual, joint or mutual, past, present, and future Affiliates,
stockholders, controlling persons, directors, officers, employees, counsel,
subsidiaries, successors and assigns, in each case from any and all claims,
demands, proceedings, causes of action, orders, obligations, contracts,
agreements, debts, Liens, and liabilities whatsoever, whether known or unknown,
suspected or unsuspected, both at law and in equity, which each of such parties
now has, has ever had or may hereafter have against any Person so released and
discharged on account of or arising out of any matter, cause or event occurring
contemporaneously with or prior to the Closing Date, relating to, arising out
of, or in connection with, the Existing Claims, the Existing Agreements or the
GMM Entities.  Each Bank Holder, on
behalf of itself and its Affiliates, hereby releases and forever discharges
each member of any such steering or similar committee of creditors of the
Borrower and each of their respective individual, joint or mutual, past,
present, and future Affiliates, stockholders, controlling persons, directors,
officers, employees, counsel, subsidiaries, successors and assigns, in each
case from any and all claims, demands, proceedings, causes of action, orders,
obligations, contracts, agreements, debts, Liens, and liabilities whatsoever,
whether known or unknown, suspected or unsuspected, both at law and in equity,
which each of such parties now has, has ever had or may hereafter have against
any Person so released and discharged on account of or arising out of any
matter, cause or event occurring contemporaneously with or prior to the Closing
Date, relating to, arising out of, or in connection with, the Existing Claims,
the Existing Agreements or the GMM Entities. 
Notwithstanding the foregoing, nothing contained in this Agreement shall
operate to release any obligations of any party under the Loan Documents.


 


SECTION 9.20                                            Survival.  Article 3, Article 8 and this Article
9 shall survive the repayment of the Loans and the termination of any
Operative Document.


 


SECTION 9.21                                            No Novation.  The parties hereby agree that this Agreement
shall not be construed as a novation of any of the debt under the Existing
Agreements.


 


SECTION 9.22                                            Bank Holders Restructured Loan Agreement.  This Agreement is the Bank Holders
Restructured Loan Agreement referred to in the Common Agreement.


 


[SIGNATURE PAGES FOLLOW]


 


16

















 


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


 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel Tellechea Salido

  
	
   

  	
   

  	
  Name:

  	
  Daniel
  Tellechea Salido

  
	
   

  	
   

  	
  Title:

  	
  Attorney-in-fact

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J.
  Eduardo Gonzalez Felix

  
	
   

  	
   

  	
  Name:

  	
   J. Eduardo Gonzalez Felix

  
	
   

  	
   

  	
  Title:

  	
  Attorney-in-fact

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel
  Tellechea Salido

  
	
   

  	
   

  	
  Name:

  	
  Daniel
  Tellechea Salido

  
	
   

  	
   

  	
  Title:

  	
  Attorney-in-fact

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J.
  Eduardo Gonzalez Felix

  
	
   

  	
   

  	
  Name:

  	
  J. Eduardo
  Gonzalez Felix

  
	
   

  	
   

  	
  Title:

  	
  Attorney-in-fact

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel
  Tellechea Salido

  
	
   

  	
   

  	
  Name:

  	
  Daniel
  Tellechea Salido

  
	
   

  	
   

  	
  Title:

  	
  Attorney-in-fact

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J.
  Eduardo Gonzalez Felix

  
	
   

  	
   

  	
  Name:

  	
  J. Eduardo
  Gonzalez Felix

  
	
   

  	
   

  	
  Title:

  	
  Attorney-in-fact

  
						



 


Amended and Restated Credit Agreement


 


S-1

















 


	
   

  	
  MINERA
  MEXICO INTERNACIONAL, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Daniel
  Tellechea Salido

  
	
   

  	
   

  	
  Name:

  	
  Daniel
  Tellechea Salido

  
	
   

  	
   

  	
  Title:

  	
  Attorney-in-fact

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J.
  Eduardo Gonzalez Felix

  
	
   

  	
   

  	
  Name:

  	
  J. Eduardo
  Gonzalez Felix

  
	
   

  	
   

  	
  Title:

  	
  Attorney-in-fact

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel
  Tellechea Salido

  
	
   

  	
   

  	
  Name:

  	
  Daniel
  Tellechea Salido

  
	
   

  	
   

  	
  Title:

  	
  Attorney-in-fact

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J.
  Eduardo Gonzalez Felix

  
	
   

  	
   

  	
  Name:

  	
  J. Eduardo
  Gonzalez Felix

  
	
   

  	
   

  	
  Title:

  	
  Attorney-in-fact

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MINERALES
  METALICOS DEL NORTE, S.A.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel
  Tellechea Salido

  
	
   

  	
   

  	
  Name:

  	
  Daniel
  Tellechea Salido

  
	
   

  	
   

  	
  Title:

  	
  Attorney-in-fact

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J.
  Eduardo Gonzalez Felix

  
	
   

  	
   

  	
  Name:

  	
  J. Eduardo
  Gonzalez Felix

  
	
   

  	
   

  	
  Title:

  	
  Attorney-in-fact

  
						



 


S-2

















 


	
   

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel
  Tellechea Salido

  
	
   

  	
   

  	
  Name:

  	
  Daniel
  Tellechea Salido

  
	
   

  	
   

  	
  Title:

  	
  Attorney-in-fact

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J.
  Eduardo Gonzalez Felix

  
	
   

  	
   

  	
  Name:

  	
  J. Eduardo
  Gonzalez Felix

  
	
   

  	
   

  	
  Title:

  	
  Attorney-in-fact

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel
  Tellechea Salido

  
	
   

  	
   

  	
  Name:

  	
  Daniel
  Tellechea Salido

  
	
   

  	
   

  	
  Title:

  	
  Attorney-in-fact

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J.
  Eduardo Gonzalez Felix

  
	
   

  	
   

  	
  Name:

  	
  J. Eduardo
  Gonzalez Felix

  
	
   

  	
   

  	
  Title:

  	
  Attorney-in-fact

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel
  Tellechea Salido

  
	
   

  	
   

  	
  Name:

  	
  Daniel Tellechea
  Salido

  
	
   

  	
   

  	
  Title:

  	
  Attorney-in-fact

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J.
  Eduardo Gonzalez Felix

  
	
   

  	
   

  	
  Name:

  	
  J. Eduardo
  Gonzalez Felix

  
	
   

  	
   

  	
  Title:

  	
  Attorney-in-fact

  
						



 


S-3

















 


	
   

  	
  COMPANIA DE
  TERRENOS E INVERSIONES

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel
  Tellechea Salido

  
	
   

  	
   

  	
  Name:

  	
  Daniel
  Tellechea Salido

  
	
   

  	
   

  	
  Title:

  	
  Attorney-in-fact

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J.
  Eduardo Gonzalez Felix

  
	
   

  	
   

  	
  Name:

  	
  J. Eduardo
  Gonzalez Felix

  
	
   

  	
   

  	
  Title:

  	
  Attorney-in-fact

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MEXICO COMPANIA
  INMOBILIARIA, S.A.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel
  Tellechea Salido

  
	
   

  	
   

  	
  Name:

  	
  Daniel
  Tellechea Salido

  
	
   

  	
   

  	
  Title:

  	
  Attorney-in-fact

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J.
  Eduardo Gonzalez Felix

  
	
   

  	
   

  	
  Name:

  	
  J. Eduardo
  Gonzalez Felix

  
	
   

  	
   

  	
  Title:

  	
  Attorney-in-fact

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel
  Tellechea Salido

  
	
   

  	
   

  	
  Name:

  	
  Daniel
  Tellechea Salido

  
	
   

  	
   

  	
  Title:

  	
  Attorney-in-fact

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J.
  Eduardo Gonzalez Felix

  
	
   

  	
   

  	
  Name:

  	
  J. Eduardo
  Gonzalez Felix

  
	
   

  	
   

  	
  Title:

  	
  Attorney-in-fact

  
						



 


S-4

















 


	
   

  	
  BANK OF
  AMERICA, N.A., as the Administrative

  Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert
  Rittelmeyer

  
	
   

  	
   

  	
  Name:

  	
  Robert
  Rittelmeyer

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
						



 


 


S-5

















 


	
   

  	
  BANK OF
  AMERICA, N.A., as a Bank Holder

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Orlando
  J. Loera

  
	
   

  	
   

  	
  Name:

  	
  Orlando J.
  Loera

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
						



 


S-6

















 


	
   

  	
  BANCO
  INBURSA, S.A., INSTITUCION DE

  BANCA MULTIPLE, GRUPO FINANCIERO

  INBURSA, as a Bank Holder

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Luis
  Frias Humphrey

  
	
   

  	
   

  	
  Name:

  	
  Luis Frias
  Humphrey

  
	
   

  	
   

  	
  Title:

  	
  Director

  
						



 


S-7

















 


	
   

  	
  JPMORGAN
  CHASE BANK,

  as a Bank Holder

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Manochere Alamgir

  
	
   

  	
   

  	
  Name:

  	
  Manochere
  Alamgir

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
						



 


S-8

















 


	
   

  	
  THE BANK OF NOVA SCOTIA,

  as a Bank Holder

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David
  Konarek

  
	
   

  	
   

  	
  Name:

  	
  David
  Konarek

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director & Industry Head-Mining

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael
  Eddy

  
	
   

  	
   

  	
  Name:

  	
  Michael K.
  Eddy

  
	
   

  	
   

  	
  Title:

  	
  Director -
  Mining

  
						



 


S-9

















 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EXPORT DEVELOPMENT CANADA,

  as a Bank Holder

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sean
  Mitchell

  
	
   

  	
   

  	
  Name:

  	
  Sean
  Mitchell

  
	
   

  	
   

  	
  Title:

  	
  Manager
  Special Risks

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Vito
  DiTuri

  
	
   

  	
   

  	
  Name:

  	
  Vito DiTuri
  CA

  
	
   

  	
   

  	
  Title:

  	
  Asset
  Management

  
						



 


S-10

















 


	
   

  	
  DEUTSCHE
  BANK AG NEW YORK BRANCH

  AND/OR CAYMAN ISLANDS BRANCH,

    as a Bank Holder

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Alan
  Delsman

  
	
   

  	
   

  	
  Name:

  	
  Alan Delsman

  
	
   

  	
   

  	
  Title:

  	
  Chief Credit
  Officer, Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Carlos
  Huentz

  
	
   

  	
   

  	
  Name:

  	
  [Carlos
  Huentz]

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
						



 


S-11

















 


	
   

  	
  WESTLB AG, NEW YORK BRANCH

  as a Bank Holder

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Salvatore Battinelli

  
	
   

  	
   

  	
  Name:

  	
  Salvatore
  Battinelli

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel
  Hitchcock

  
	
   

  	
   

  	
  Name:

  	
  Daniel
  Hitchcock

  
	
   

  	
   

  	
  Title:

  	
  Associate
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WESTLB AG, LONDON BRANCH

  as a Bank Holder

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J.K.
  Gray

  
	
   

  	
   

  	
  Name:

  	
  J.K. Gray

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						



 


S-12

















 


	
   

  	
  HSBC BANK PLC,

  as a Bank Holder

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ A.P.
  Wilkinson

  
	
   

  	
   

  	
  Name:

  	
  A.P.
  Wilkinson

  
	
   

  	
   

  	
  Title:

  	
  Head of
  Emerging Markets

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ R.K.
  Sandhu

  
	
   

  	
   

  	
  Name:

  	
  R.K. Sandhu

  
	
   

  	
   

  	
  Title:

  	
  Assistant
  Manager, Emerging Markets

  
						



 


S-13

















 


	
   

  	
  BNP PARIBAS, NEW YORK BRANCH,

  as a Bank Holder

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Pierre-Joseph Costa

  
	
   

  	
   

  	
  Name:

  	
  Pierre-Joseph
  Costa

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
						



 


S-14

















 


	
   

  	
  ROYAL BANK OF CANADA,

  as a Bank Holder

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rizwan
  Ahmad

  
	
   

  	
   

  	
  Name:

  	
  Rizwan Ahmad

  
	
   

  	
   

  	
  Title:

  	
  Senior Manager

  
						



 


S-15

















 


	
   

  	
  DRESDNER
  BANK AG, NEW YORK AND

  GRAND CAYMAN BRANCHES,

    as a Bank Holder

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Phillip
  J. Gass

  
	
   

  	
   

  	
  Name:

  	
  Phillip J.
  Gass

  
	
   

  	
   

  	
  Title:

  	
  Associate

  
						



 


S-16

















 


	
   

  	
  BANCO
  NACIONAL DE COMERCIO

  EXTERIOR, S.N.C.,

    as a Bank Holder

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nicholas
  Eduardo Costa Gonzalez

  
	
   

  	
   

  	
  Name:

  	
  Nicholas
  Eduardo Costa Gonzalez

  
	
   

  	
   

  	
  Title:

  	
  Director
  Regional de Promocion de Credito Centro

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Emigdio
  Sanchez Gomez

  
	
   

  	
   

  	
  Name:

  	
  Emigdio
  Sanchez Gomez

  
	
   

  	
   

  	
  Title:

  	
  Gerente
  Juridico Regional Queretaro

  
						



 


S-17

















 


	
   

  	
  SIEMENS FINANCIAL SERVICES GMBH,

  as a Bank Holder

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Miguel
  Schmidt

  
	
   

  	
   

  	
  Name:

  	
  Miguel Schmidt

  
	
   

  	
   

  	
  Title:

  	
   

  
						



 


S-18

















 


	
   

  	
  SOCIÉTÉ
  GÉNÉRALE ACTING BY AND

  THROUGH ITS NEW YORK BRANCH, as a

  Bank Holder

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Phillips
  Lee

  
	
   

  	
   

  	
  Name:

  	
  Phillips Lee

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
						



 


S-19

















 


APPENDIX
A


 


RULES OF INTERPRETATION; DEFINITIONS


 


Rules of Interpretation.  Unless otherwise expressly provided herein,
any reference to any action of the Administrative Agent, any Bank Holder or any
group of Bank Holders by way of consent, approval or waiver shall be deemed
modified by the phrase “in its/their sole discretion.”


 


“Administrative Agent” is defined in the
preamble to this Agreement.


 


“Agent-Related Persons” means the
Administrative Agent and any successor or replacement agent thereof, together
with its Affiliates, and the officers, directors, employees, agents, attorneys,
consultants, and attorneys-in-fact of such Persons and Affiliates.


 


“Assignment  and
Assumption” means an assignment and assumption agreement
substantially in the form of Exhibit C to this Agreement.


 


“Bank Holders” is defined in the preamble of
this Agreement.


 


“Bank Holders Restructured Principal” means
the principal amount of the Loans.


 


“Bank of America” shall mean Bank of
America, N.A., and its successors and assigns.


 


“Common Agreement” is defined in the
recitals to this Agreement.


 


“Eligible Assignee” is defined in Section
9.7(g) of this Agreement.


 


“Existing Agreements” is defined in the
recitals to this Agreement.


 


“Existing Claims” shall mean all amounts
payable to the Bank Holders under one or more of the Existing Agreements,
including principal, accrued and unpaid interest and other costs and expenses.


 


“Fee Letter” is defined in Section 2.6(a) of this Agreement.


 


“GMM” is defined in the preamble of this
Agreement.


 


“GMM Entities” is defined in Section 9.19 of this Agreement.


 


“Grupo Mexico” shall mean Grupo Mexico, S.A.
de C.V. , a Mexican sociedad anónima de capital variable.


 


“Guarantor” is defined in the preamble of
this Agreement.


 


“IMMSA” is defined in the preamble of this
Agreement.


 


“Joinder Agreement” means an agreement substantially in
the form of Exhibit D to this Agreement.


 


A-1

















 


“Loan Documents” shall mean the Operative
Documents and the Fee Letter.


 


“Loan Parties” shall mean GMM or any of its
Subsidiaries or Affiliates obligated under, or otherwise a party to, any of the
Operative Documents.


 


“Loans” shall mean the Tranche A Loans and
the Tranche B Loans.


 


“Mexarco”
is defined in the preamble of this Agreement.


 


“Mexcananea” is
defined in the preamble of this Agreement.


 


“Mexcobre” is
defined in the preamble of this Agreement.


 


“Mexico” shall mean the United Mexican
States.


 


“Mimenosa” is
defined in the preamble of this Agreement.


 


“MM" is defined in the preamble of this
Agreement.


 


“MMI” is defined in the preamble of this
Agreement.


 


“MMM” is defined in the preamble of this
Agreement.


 


“New Guarantor” is defined in Section 9.8
of this Agreement.


 


“Note” shall mean a promissory note (pagaré)
of GMM payable to the order of any Bank Holder, in the form of Exhibit A
hereto (as it relates to a Tranche A Loan) or Exhibit B hereto (as it
relates to a Tranche B Loan) (as such promissory note may be amended, endorsed
or otherwise modified from time to time), and also means all other promissory
notes accepted from time to time in substitution therefor or renewal thereof.


 


“Original Note” is defined in Section 2.9
of this Agreement.


 


“Participant” is defined in Section 9.7(d) of this Agreement.


 


“Register”
is defined in Section 9.7(c) of this Agreement.


 


“Substitute Note” is defined in Section
2.9 of this Agreement.


 


“Tranche” shall mean Tranche A Loans and
Tranche B Loans (each of which constitutes a “Tranche” of Loans).


 


“Tranche A Loan” is defined in Section 2.1(a) of this Agreement.


 


“Tranche B Loan” is defined in Section 2.1(b) of this Agreement.


 


“United States” and “U.S.”
shall each mean the United States of America.


 


A-2

















 


SCHEDULE 2.1

EXISTING AGREEMENTS


 


[See attached]


 

















 


SCHEDULE 2.1.1

LOANS


 


[See attached]


 

















 


EXHIBIT A

FORM OF TRANCHE A NOTE


 


[See attached]


 

















 


EXHIBIT B

FORM OF TRANCHE B NOTE


 


[See attached]


 

















 


EXHIBIT C

FORM OF ASSIGNMENT AND ASSUMPTION


 


This Assignment and Assumption (this “Assignment and Assumption”)
is dated as of the Effective Date set forth below and is entered into by and
between [Insert
name of Assignor] (the “Assignor”) and [Insert name of Assignee]
(the “Assignee”).  Capitalized terms used but not defined
herein shall have the meanings given to them in the Amended and Restated Credit
Agreement identified below (the “Amended and Restated  Credit Agreement”), receipt
of a copy of which is hereby acknowledged by the Assignee.  The Standard Terms and Conditions set forth
in Annex 1 attached hereto are hereby agreed to and incorporated herein
by reference and made a part of this Assignment and Assumption as if set forth
herein in full.


 


For an agreed consideration, the Assignor hereby irrevocably sells and
assigns to the Assignee, and the Assignee hereby irrevocably purchases and
assumes from the Assignor, subject to and in accordance with the Standard Terms
and Conditions and the Amended and Restated Credit Agreement, as of the
Effective Date inserted by the Administrative Agent as contemplated below, (i)
all of the Assignor’s rights and obligations as a Bank Holder under the Amended
and Restated Credit Agreement, the other Operative Documents and any other
documents or instruments delivered pursuant thereto to the extent related to
the amount and percentage interest identified below of all of such outstanding
rights and obligations of the Assignor, and (ii) to the extent permitted to be
assigned under Applicable Law, all claims, suits, causes of action and any
other right of the Assignor (in its capacity as a Bank Holder) against any
Person, whether known or unknown, arising under or in connection with the
Amended and Restated Credit Agreement, the other Operative Documents, any other
documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing,
including, but not limited to, contract claims, tort claims, malpractice
claims, statutory claims and all other claims at law or in equity related to
the rights and obligations sold and assigned pursuant to clause (i) above (the
rights and obligations sold and assigned pursuant to clauses (i) and (ii) above
being referred to herein collectively as, the “Assigned Interest”).  Such sale and assignment is without recourse
to the Assignor and, except as expressly provided in this Assignment and
Assumption, without representation or warranty by the Assignor.


 


1.                                       Assignor:


 


2.                                       Assignee:                                                                                                      
[and is an


Affiliate/Approved Fund of [identify Bank Holder](1)]


 


3.                                       Borrower:                                            [Prior
to Intercompany Payable Restructuring: Grupo Minero Mexico, S.A. de C.V.] [From
and after Intercompany Payable Restructuring: Minera Mexico, S.A. de C.V.]


 


4.                                       Administrative
Agent: Bank of America, N.A., as the administrative agent under the Amended and
Restated Credit Agreement.


 












(1) Select as applicable.


 

















 


5.                                       Credit
Agreement:  The Amended and Restated
Credit Agreement, dated as of April 29, 2003 among  Grupo Minero Mexico, S.A. de C.V., the
Guarantors parties thereto, the Bank Holders parties thereto, and Bank of
America,  N.A., as Administrative Agent.


 


6.                                       Assigned
Interest:


 


	
  Aggregate

  Amount of Tranche A

  Loans

  for all Bank Holders

  	
   

  	
  Amount of

  Tranche A Loans

  Assigned

  	
   

  	
  Percentage

  Assigned of Tranche A

  Loans(2)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Aggregate

  Amount of Tranche B

  Loans

  for all Bank Holders

  	
   

  	
  Amount of

  Tranche B Loans

  Assigned

  	
   

  	
  Percentage

  Assigned of Tranche B

  Loans(3)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
  %

  



 


7.                                       Trade
Date:                                                                (4)


 


Effective Date:
                               ,
20    [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE
THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]


 


The terms set forth in this Assignment and Assumption are hereby agreed
to:


 




	
   

  	
  ASSIGNOR

  
	
   

  	
  [NAME OF ASSIGNOR]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  ASSIGNEE

  
	
   

  	
  [NAME OF ASSIGNEE]

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  
				






 












(2) Set forth, to at
least 9 decimals, as a percentage of the Tranche A Loans of all Bank Holders.


(3) Set forth, to at least 9
decimals, as a percentage of the Tranche B Loans of all Bank Holders.


(4) To be completed if the
Assignor and the Assignee intend that the minimum assignment amount is to be
determined as of the Trade Date.


 

















 


	
  [Consented to and](5) Accepted:

  	
   

  
	
   

  	
   

  
	
  BANK OF AMERICA, N.A.,

  as Administrative Agent

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 












(5)
To be added only if the consent of the Administrative Agent is required by the
terms of the Amended and Restated Credit Agreement.


 

















 


ANNEX 1 TO
ASSIGNMENT AND ASSUMPTION


 


STANDARD TERMS AND CONDITIONS FOR


ASSIGNMENT AND ASSUMPTION


 


1.                                       Representations
and Warranties.


 


1.1.                              Assignor.  The Assignor (a) represents and warrants
that (i) it is the legal and beneficial owner of the Assigned Interest, (ii)
the Assigned Interest is free and clear of any lien, encumbrance or other
adverse claim and (iii) it has full power and authority, and has taken all
action necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby; and (b) assumes no
responsibility with respect to (i) any statements, warranties or
representations made in or in connection with the Amended and Restated Credit
Agreement or any other Loan Document, (ii) the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Loan Documents or any
collateral thereunder, (iii) the financial condition of the Borrower, any of
its Subsidiaries or Affiliates or any other Person obligated in respect of any
Loan Document or (iv) the performance or observance by the Borrower, any of its
Subsidiaries or Affiliates or any other Person of any of their respective
obligations under any Loan Document.


 


1.2.                              Assignee.  The Assignee (a) represents and warrants
that (i) it has full power and authority, and has taken all action necessary,
to execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby and to become a Bank Holder under the Amended
and Restated Credit Agreement, (ii) it meets all requirements of an Eligible
Assignee under the Amended and Restated Credit Agreement (subject to receipt of
such consents as may be required under the Amended and Restated Credit
Agreement), (iii) from and after the Effective Date, it shall be bound by the
provisions of the Amended and Restated Credit Agreement and the other Operative
Documents as a Lender or Bank Holder thereunder and, to the extent of the
Assigned Interest, shall have the obligations of a Lender or Bank Holder
thereunder, and (iv) it has received a copy of the Amended and Restated Credit
Agreement and the other Operative Documents, together with copies of the most
recent financial statements delivered pursuant to Article IV thereof, as
applicable, and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase the Assigned Interest on the basis of
which it has made such analysis and decision independently and without reliance
on the Administrative Agent or any other Bank Holder; and (b) agrees that (i)
it will, independently and without reliance on the Administrative Agent, the
Assignor or any other Bank Holder, and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under the Loan Documents, and (ii) it
will perform in accordance with their terms all of the obligations which by the
terms of the Loan Documents are required to be performed by it as a Lender or
Bank Holder.


 


2.                                       Payments.  From and after the Effective Date, the
Shared Payment and Collateral Agent shall make all payments in respect of the
Assigned Interest (including payments of principal, interest, fees and other
amounts) to the Assignee whether such amounts have accrued prior to or on or
after the Effective Date. The Assignor and the Assignee shall make all
appropriate


 

















 


adjustments in payments by the Shared Payment
and Collateral Agent for periods prior to the Effective Date or with respect to
the making of this assignment directly between themselves.


 


3.                                       General
Provisions.  This Assignment and
Assumption shall be binding upon, and inure to the benefit of, the parties
hereto and their respective successors and assigns.  This Assignment and Assumption may be executed in any number of
counterparts, which together shall constitute one instrument.  Delivery of an executed counterpart of a
signature page of this Assignment and Assumption by telecopy shall be effective
as delivery of a manually executed counterpart of this Assignment and
Assumption.  This Assignment and
Assumption shall be governed by, and construed in accordance with, the law of
the State of New York.


 

















 


EXHIBIT D

FORM OF JOINDER AGREEMENT


 


JOINDER AGREEMENT


 


This JOINDER AGREEMENT (this “Agreement”),
dated as of
                ,
      , is hereby executed and delivered by
                            ,
a
                    
[corporation] (the “New Guarantor”), pursuant to the Amended and Restated Credit Agreement
described below. Unless otherwise defined herein, capitalized terms used herein
and defined in the Amended and Restated Credit Agreement, dated as of
April 29, 2003 (as amended or otherwise modified from time to time, the “Credit Agreement”),
among each of GRUPO MINERO MEXICO, S.A. DE C.V. (the “Borrower”), MINERA MEXICO,
S.A. DE C.V., INDUSTRIAL MINERA MEXICO, S.A. DE C.V., MINERA MEXICO
INTERNACIONAL, INC., MEXICANA DE COBRE, S.A. DE C.V., MINERALES METALICOS
DEL NORTE, S.A., MEXICANA DE CANANEA, S.A. DE C.V., MEXICANA DEL
ARCO, S.A. DE C.V., MINERALES Y MINAS MEXICANAS, S.A. DE C.V., COMPANIA DE
TERRENOS E INVERSIONES DE SAN LUIS POTOSI, S.C. POR A., S.A., MEXICO COMPANIA
INMOBILIARIA, S.A., and PROYECCIONES URBANISTICAS S. DE R.L. DE C.V.,
(collectively, the “Guarantors” and each individually a
“Guarantor”, provided that, from and after the Intercompany Payable
Restructuring, MM shall cease to be a Guarantor and shall become the
“Borrower”), the financial institutions as are or may become parties thereto
(the “Bank
Holders”), and Bank of America, N.A., as the Administrative Agent
for the Bank Holders (in such capacity, together with its successors in such
capacity, the “Administrative Agent”), are used herein as therein defined.


 


WHEREAS, the Borrower, the Guarantors,
the Bank Holders and the Shared Payment and Collateral Agent entered into the
Common Agreement with the other parties thereto;


 


WHEREAS,
as a condition precedent to the effectiveness of the Common Agreement the
Borrower and the Guarantors executed and delivered the Credit Agreement;


 


WHEREAS, pursuant to Section 9.8
of the Credit Agreement, New Guarantor must enter into this Agreement in order
to become a party to the Credit Agreement; and


 


WHEREAS, New Guarantor desires to
execute and deliver this Agreement in order to become a party to the Credit
Agreement.


 


NOW,
THEREFORE, IT IS AGREED as follows:


 


SECTION 1.  Joinder.
By executing and delivering this Agreement, New Guarantor hereby agrees to
become a party to the Credit Agreement and hereby expressly assumes all
obligations and liabilities thereunder applicable to the Guarantors thereunder,
with the same effect as if the Credit Agreement had been executed and delivered
initially by the New Guarantor.


 


SECTION 2. Counterparts. This Agreement may be
signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures were upon the same agreement.


 

















 


SECTION 3. Governing Law. THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF NEW YORK (NOT
INCLUDING SUCH STATE’S CONFLICT OF LAWS PROVISIONS OTHER THAN SECTION 5-1401 OF
THE NEW YORK GENERAL OBLIGATIONS LAW).


 


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


 


	
   

  	
  [NEW GUARANTOR]

  
	
   

  	
   

  
	
   

  	
   

  
	 
	
  Address:

  	
   

  	
   

  	
  By:

  	
   

  
	 
	
   

  	
   

  	
  Name:

  	
   

  
	 
	
   

  	
   

  	
  Title:

  	
   

  
	 
	
   

  	
   

  
	 
	
   

  	
   

  
	 
	
  ACKNOWLEDGED:

  	
   

  
	 
	
   

  	
   

  
	 
	
  BANK OF AMERICA, N.A.,

    as the Administrative Agent

  	
   

  
	 
	
   

  	
   

  
	 
	
   

  	
   

  
	 
	
  By:

  	
   

  	
   

  
	 
	
   

  	
  Name:

  	
   

  	
   

  
	 
	
   

  	
  Title: