COLLATERAL AGREEMENT among INVERSORA CARSO, S.A. DE C.V. (MEXICO) as Pledgor, U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent and 2017 MANDATORY EXCHANGEABLE TRUST Dated as of December 15, 2017Collateral Agreement • February 2nd, 2018 • 2017 Mandatory Exchangeable Trust • New York
COLLATERAL AGREEMENT (this “Agreement”), dated as of December 15, 2017, among Inversora Carso, S.A. de C.V. (Mexico), a variable capital corporation (sociedad anónima de capital variable) organized under the laws of the United Mexican States (“Pledgor”), and U.S. Bank National Association, a national banking association, as collateral agent hereunder (the “Collateral Agent”) for the benefit of the 2017 Mandatory Exchangeable Trust, a trust organized under the laws of the State of New York under and by virtue of an Amended and Restated Trust Agreement, dated as of December 8, 2017 (such trust and the trustees thereof acting in their capacity as such being referred to in this Agreement as “Purchaser”), and Purchaser.
FORWARD AGREEMENT between CONTROL EMPRESARIAL DE CAPITALES, S.A. DE C.V. (MEXICO) as Shareholder, and 2017 MANDATORY EXCHANGEABLE TRUST, as Purchaser Dated as of December 15, 2017Forward Agreement • February 2nd, 2018 • 2017 Mandatory Exchangeable Trust • New York
FORWARD AGREEMENT (this “Agreement”), dated as of December 15, 2017, between Control Empresarial de Capitales, S.A. de C.V. (Mexico) (“Shareholder”), and the 2017 Mandatory Exchangeable Trust, a trust organized under the laws of the State of New York by virtue of an Amended and Restated Trust Agreement, dated as of December 8, 2017 (the “Trust Agreement”; such trust and the trustees thereof acting in their capacity as such being referred to in this Agreement as “Purchaser”).
CUSTODIAN AGREEMENT Between U.S. BANK NATIONAL ASSOCIATION, as Custodian, and 2017 MANDATORY EXCHANGEABLE TRUST Dated as of December 15, 2017Custodian Agreement • February 2nd, 2018 • 2017 Mandatory Exchangeable Trust • New York
CUSTODIAN AGREEMENT (this “Agreement”), dated as of December 15, 2017, between U.S. Bank National Association, a national banking association (the “Custodian”), and 2017 Mandatory Exchangeable Trust, a trust organized under the laws of the State of New York under and by virtue of an Amended and Restated Trust Agreement, dated as of December 8, 2017 (the “Trust Agreement”; such trust and the trustees thereof acting in their capacity as such being referred to in this Agreement as the “Trust”).
Subject to Exchange into Shares of Class A Common Stock of The New York Times Company Purchase AgreementAdministration Agreement • February 2nd, 2018 • 2017 Mandatory Exchangeable Trust • New York
Each Security is to be delivered pursuant to an amended and restated trust agreement, dated the date hereof, among Mark F. Ferraris, as settlor, and Donald J. Puglisi, William R. Latham III and James B. O’Neill, as trustees of the Trust (the “Trust Agreement”). Each Security will be entitled to a distribution on or, in certain circumstances, prior to, the Exchange Date (as defined in the Pricing Disclosure Package (as defined below)) of the relevant exchange property (which will initially be shares of Class A common stock of $0.10 par value (the “Stock”) of The New York Times Company, a New York corporation (the “Company”), received under the forward agreements (each a “Forward Agreement” and, collectively, the “Forward Agreements”), to be dated on or prior to the First Time of Delivery (as defined below), between each of Inversora Carso, S.A. de C.V. (Mexico), Control Empresarial de Capitales, S.A. de C.V. (Mexico) and Banco Inbursa, S.A., Institución de Banca Múltiple, Grupo Financie
ADMINISTRATION AGREEMENT Between U.S. BANK NATIONAL ASSOCIATION, as Administrator, And 2017 MANDATORY EXCHANGEABLE TRUST Dated as of December 15, 2017Administration Agreement • February 2nd, 2018 • 2017 Mandatory Exchangeable Trust • New York
ADMINISTRATION AGREEMENT (this “Agreement”), dated as of December 15, 2017, between U.S. Bank National Association, a national banking association (the “Administrator”), and 2017 Mandatory Exchangeable Trust, a trust organized under the laws of the State of New York under and by virtue of an Amended and Restated Trust Agreement, dated as of December 8, 2017 (the “Trust Agreement”; such trust and the trustees thereof acting in their capacity as such being referred to in this Agreement as the “Trust”).
FUND INDEMNITY AGREEMENT among INVERSORA CARSO, S.A. DE C.V. (MEXICO), CONTROL EMPRESARIAL DE CAPITALES, S.A. DE C.V. (MEXICO) and BANCO INBURSA, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO INBURSA each, as a Shareholder U.S. BANK NATIONAL...Fund Indemnity Agreement • February 2nd, 2018 • 2017 Mandatory Exchangeable Trust • New York
FUND INDEMNITY AGREEMENT (this “Agreement”), dated as of December 15, 2017, among Inversora Carso, S.A. de C.V. (Mexico) (“Carso”), Control Empresarial de Capitales, S.A. de C.V. (Mexico) (“Empresarial”) and Banco Inbursa, S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa (“Inbursa”, along with Carso and Empresarial collectively, the “Shareholders” and each, a “Shareholder”), U.S. Bank National Association, a national banking association (the “Service Provider”), for itself in its capacities as Administrator, Custodian, Collateral Agent and Paying Agent for 2017 Mandatory Exchangeable Trust, a trust organized under the laws of the State of New York under and by virtue of an Amended and Restated Trust Agreement, dated as of December 8, 2017 (the “Trust Agreement”; such trust and the trustees thereof acting in their capacity as such being referred to in this Agreement as the “Trust”), and the Trust.
AMENDED AND RESTATED TRUST AGREEMENT CONSTITUTING 2017 MANDATORY EXCHANGEABLE TRUST DATED AS OF DECEMBER 8, 2017Trust Agreement • February 2nd, 2018 • 2017 Mandatory Exchangeable Trust • New York
AMENDED AND RESTATED TRUST AGREEMENT (this “Agreement”), dated as of December 8, 2017, among Mark F. Ferraris, as settlor or trustor (the “Settlor”), and Donald J. Puglisi, William R. Latham, III and James B. O’Neill, as trustees (the “Trustees”), constituting the 2017 Mandatory Exchangeable Trust (the “Trust”).
FUND EXPENSE AGREEMENT among INVERSORA CARSO, S.A. DE C.V. (MEXICO), CONTROL EMPRESARIAL DE CAPITALES, S.A. DE C.V. (MEXICO) and BANCO INBURSA, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO INBURSA each as a Shareholder U.S. BANK NATIONAL...Fund Expense Agreement • February 2nd, 2018 • 2017 Mandatory Exchangeable Trust • New York
FUND EXPENSE AGREEMENT (this “Agreement”), dated as of December 15, 2017, among Inversora Carso, S.A. de C.V. (Mexico) (“Carso”), Control Empresarial de Capitales, S.A. de C.V. (Mexico) (“Empresarial”) and Banco Inbursa, S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa (“Inbursa”, along with Carso and Empresarial collectively, the “Shareholders” and each, a “Shareholder”), U.S. Bank National Association, a national banking association (the “Service Provider”), for itself in its capacities as Administrator, Custodian, Collateral Agent and Paying Agent for 2017 Mandatory Exchangeable Trust, a trust organized under the laws of the State of New York under and by virtue of an Amended and Restated Trust Agreement, dated as of December 8, 2017 (the “Trust Agreement”; such trust and the trustees thereof acting in their capacity as such being referred to in this Agreement as the “Trust”), and the Trust.
PAYING AGENT AGREEMENT Between U.S. BANK NATIONAL ASSOCIATION, as Paying Agent, And 2017 MANDATORY EXCHANGEABLE TRUST Dated as of December 15, 2017Paying Agent Agreement • February 2nd, 2018 • 2017 Mandatory Exchangeable Trust • New York
PAYING AGENT AGREEMENT (this “Agreement”), dated as of December 15, 2017, between U.S. Bank National Association, a national banking association (the “Paying Agent”), and 2017 Mandatory Exchangeable Trust, a trust organized under the laws of the State of New York under and by virtue of an Amended and Restated Trust Agreement, dated as of December 8, 2017 (the “Trust Agreement”; such trust and the trustees thereof acting in their capacity as such being referred to in this Agreement as the “Trust”).
