Exhibit 2.1
AMENDMENT TO DEPOSIT
AGREEMENT
This Amendment to Deposit Agreement
is dated as of April 4, 2005.
WHEREAS, on February 7, 2005, Grupo
Imsa, S.A. de C.V. (“Grupo Imsa”) directed The Bank of
New York, as depositary (the “Depositary”), to
terminate the Deposit Agreement, dated as of December 16, 1996,
among Grupo Imsa, the Depositary, and the Owners and Beneficial
Owners of American Depositary Receipts issued thereunder (the
“Deposit Agreement”); and
WHEREAS, the Depositary has given
notice that the Deposit Agreement, as amended by this Amendment to
Deposit Agreement, shall terminate effective upon the later of (i)
the time the Securities and Exchange Commission (the
“SEC”) issues an order delisting the American
Depositary Shares from the New York Stock Exchange and (ii) the
time the SEC declares effective an amendment to the registration
statement for the American Depositary Shares (the
“Termination Date”); and
WHEREAS, in connection with the
termination of the Deposit Agreement, Grupo Imsa and the Depositary
desire to amend the Deposit Agreement to shorten the period before
the Depositary is permitted to sell Deposited Securities and to
provide that the Depositary shall use reasonable efforts to sell
the Deposited Securities after the end of that period;
and
WHEREAS, Section 6.01 of the Deposit
Agreement provides that the Deposit Agreement may at any time be
amended by agreement between Grupo Imsa and the Depositary without
the consent of Owners or Beneficial Owners of Receipts in any
respect which they may deem necessary or desirable, provided that
any amendment which shall prejudice any substantial existing right
of Owners, shall not become effective as to outstanding Receipts
until the expiration of thirty days after notice of such amendment
shall have been given to the Owners of outstanding
Receipts;
NOW, THEREFORE, the parties hereto
agree as follows:
1. Effective immediately prior to
the Termination Date, Section 6.02 of the Deposit Agreement shall
be amended in its entirety to read as follows:
“SECTION 6.02. Termination.
The Depositary shall, at any time at the direction of the Company,
terminate this Deposit Agreement by mailing notice of such
termination to the Owners of all Receipts then outstanding at least
30 days prior to the effective date fixed in such notice for such
termination. The Depositary may likewise terminate this Deposit
Agreement by mailing notice of such te
