Exhibit 2.4

                                                                  EXECUTION COPY

                                U.S. $60,000,000
                                CREDIT AGREEMENT


                          Dated as of December 18, 2002


                                      among


                          FEMSA EMPAQUES, S.A. DE C.V.,
                                  as Borrower,


                 FABRICAS MONTERREY, S.A. DE C.V. and SILICES DE
                             VERACRUZ, S.A. DE C.V.,
                                 as Guarantors,


                    THE FINANCIAL INSTITUTIONS PARTY HERETO,
                                   as Lenders,


                              BBVA SECURITIES INC.,
                                as Lead Arranger,


               BBVA BANCOMER, S.A., INSTITUCION DE BANCA MULTIPLE,
                         GRUPO FINANCIERO BBVA BANCOMER,
                            as Administrative Agent,


                           EXPORT DEVELOPMENT CANADA,
                              as Syndication Agent,


                                       and


                                BANKBOSTON N.A.,
                             as Documentation Agent



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                                                 TABLE OF CONTENTS


                                                                                                               Page


<S>                                                                                                             <C>
ARTICLE I  DEFINITIONS AND ACCOUNTING TERMS......................................................................5

         SECTION 1.01  Certain Defined Terms.....................................................................5

         SECTION 1.02  Accounting Terms.........................................................................16

         SECTION 1.03  Computation of Time Periods..............................................................16

ARTICLE II  AMOUNTS AND TERMS OF THE ADVANCES...................................................................16

         SECTION 2.01  The Advances.............................................................................16

         SECTION 2.02   Making the Advances.....................................................................17

         SECTION 2.03  Notes....................................................................................18

         SECTION 2.04  Prepayments; Payments....................................................................18

         SECTION 2.05  Interest.................................................................................20

         SECTION 2.06  Continuations, Interest Rate Determination...............................................20

         SECTION 2.07  Fees.....................................................................................21

         SECTION 2.08  Increased Costs, Etc.....................................................................21

         SECTION 2.09  Payments and Computations................................................................23

         SECTION 2.10  Taxes....................................................................................24

         SECTION 2.11  Sharing of Payments, Etc.................................................................27

         SECTION 2.12  Funding Losses...........................................................................27

         SECTION 2.13  Use of Proceeds..........................................................................27

ARTICLE III  CONDITIONS OF LENDING..............................................................................28

         SECTION 3.01  Conditions Precedent to the Borrowing....................................................28

ARTICLE IV  REPRESENTATIONS AND WARRANTIES......................................................................30

         SECTION 4.01  Legal Status.............................................................................30

         SECTION 4.02  Governmental Approvals...................................................................30

         SECTION 4.03  No Violation.............................................................................30

         SECTION 4.04  Litigation...............................................................................31

         SECTION 4.05  Financial Statements; No Material Adverse Change.........................................31

         SECTION 4.06  Tax Returns and Payments.................................................................31

         SECTION 4.07  Power and Authority......................................................................31

         SECTION 4.08  Compliance with Laws.....................................................................31

         SECTION 4.09  Compliance with Environmental Laws.......................................................32

         SECTION 4.10  Priority of Advances.....................................................................32

         SECTION 4.11  True and Complete Disclosure.............................................................32

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<S>              <C>                                                                                           <C>
         SECTION 4.12  Investment Company Act; Public Utility Holding Company Act...............................32

         SECTION 4.13  No Immunity..............................................................................32

         SECTION 4.14  Use of Proceeds..........................................................................32

         SECTION 4.15  Debt.....................................................................................33

         SECTION 4.16  Subsidiaries.............................................................................33

         SECTION 4.17  Fees and Enforcement.....................................................................33

         SECTION 4.18  Form of Documentation....................................................................33

         SECTION 4.19  Withholding and Value-Added Taxes........................................................33

ARTICLE V  COVENANTS OF THE CREDIT PARTIES......................................................................34

         SECTION 5.01  Affirmative Covenants....................................................................34

         SECTION 5.02  Negative Covenants.......................................................................36

         SECTION 5.03  Reporting Requirements...................................................................39

ARTICLE VI  EVENTS OF DEFAULT...................................................................................41

         SECTION 6.01  Events of Default........................................................................41

ARTICLE VII  GUARANTY...........................................................................................43

         SECTION 7.01  The Guaranteed Obligations...............................................................43

         SECTION 7.02  Continuing Obligation....................................................................43

         SECTION 7.03  No Discharge.............................................................................43

         SECTION 7.04  Tolling of Statute of Limitations........................................................44

         SECTION 7.05  Bankruptcy...............................................................................44

         SECTION 7.06  Independent Obligation...................................................................44

         SECTION 7.07  Authorization............................................................................44

         SECTION 7.08  Reliance.................................................................................45

         SECTION 7.09  Waiver...................................................................................45

         SECTION 7.10  Nature of Liability......................................................................46

ARTICLE VIII  THE ADMINISTRATIVE AGENT..........................................................................46

         SECTION 8.01  Authorization and Action.................................................................46

         SECTION 8.02  Duties and Reliance, Etc.................................................................47

         SECTION 8.03  Administrative Agent and Affiliates......................................................47

         SECTION 8.04  Lender Credit Decision...................................................................48

         SECTION 8.05  Indemnification..........................................................................48

         SECTION 8.06  Successors to Administrative Agent.......................................................48

         SECTION 8.07  Documentation Agent; Syndication Agent; Arrangers........................................49

ARTICLE IX  MISCELLANEOUS.......................................................................................49

         SECTION 9.01  Amendments, Etc..........................................................................49

         SECTION 9.02  Notices, Etc.............................................................................49

         SECTION 9.03  No Waiver, Remedies......................................................................50
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<S>              <C>                                                                                           <C>
         SECTION 9.04  Costs, Expenses and Indemnification......................................................50

         SECTION 9.05  Right of Set-off.........................................................................51

         SECTION 9.06  Binding Effect...........................................................................51

         SECTION 9.07  Assignments and Participations...........................................................51

         SECTION 9.08  Governing Law............................................................................53

         SECTION 9.09  Execution in Counterparts; Integration...................................................53

         SECTION 9.10  Confidentiality..........................................................................54

         SECTION 9.11  Judgment Currency........................................................................54

         SECTION 9.12  Consent to Jurisdiction..................................................................54

         SECTION 9.13  Survival.................................................................................55

         SECTION 9.14  WAIVER OF JURY TRIAL.....................................................................55

         SECTION 9.15  Limitation on Liability..................................................................55



ANNEX I - Lending Offices and Commitments
ANNEX II - Existing Liens
ANNEX III - Existing Debt
ANNEX IV - Existing Subsidiaries

EXHIBIT A - Form of Note
EXHIBIT B - Notice of Borrowing
EXHIBIT C - Officer's Certificate
EXHIBIT D - Secretary's Certificate
EXHIBIT E-1 - Form of Opinion of New York Counsel to the Borrower and the Guarantors
EXHIBIT E-2 - Form of Opinion of Mexican Counsel to the Borrower and the Guarantors
EXHIBIT E-3 - Form of Opinion of New York Counsel to the Lenders and the Administrative Agent
EXHIBIT F - Form of Assignment and Acceptance
EXHIBIT G - Form of Subordination Agreement
EXHIBIT H - Poder
EXHIBIT I - Joinder Agreement
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     CREDIT  AGREEMENT,  dated as of  December  18,  2002,  is made among  FEMSA
EMPAQUES, S.A. de C.V. (the "Borrower"),  a sociedad anonima de capital variable
organized and existing  under the laws of Mexico,  FABRICAS  MONTERREY,  S.A. DE
C.V. and SILICES DE VERACRUZ,  S.A. DE C.V., each a sociedad  anonima de capital
variable  organized  and  existing  under  the laws of  Mexico,  and such  other
Material  Subsidiaries  (as defined  below) of the Borrower as may, from time to
time,  pursuant to Section  5.01(j)  hereof,  join in this Agreement (as defined
below) as guarantors (each, a "Guarantor" and collectively,  the  "Guarantors"),
the financial  institutions (the "Lenders") listed on the signature pages hereof
and which may from time to time become  parties  hereto,  BBVA  BANCOMER,  S.A.,
INSTITUCION DE BANCA MULTIPLE, GRUPO FINANCIERO BBVA BANCOMER, as administrative
agent (the "Administrative Agent") for the Lenders hereunder, EXPORT DEVELOPMENT
CANADA,  as syndication  agent (the  "Syndication  Agent" or "EDC"),  BANKBOSTON
N.A., as documentation agent (the "Documentation  Agent"), BBVA SECURITIES INC.,
as lead  arranger  (the  "Lead  Arranger")  and  EXPORT  DEVELOPMENT  CANADA and
BANKBOSTON N.A., as arrangers (the "Arrangers").

                              W I T N E S S E T H :


     WHEREAS, subject to and upon the terms and conditions herein set forth, the
Lenders  are  willing to make  available  to the  Borrower  the credit  facility
provided for herein;

     NOW,  THEREFORE,  in  consideration  of the premises and mutual  agreements
hereinafter contained, the parties hereto hereby agree as follows:

                                    Article I

                        DEFINITIONS AND ACCOUNTING TERMS

     1.01 Certain  Defined Terms.  As used in this Agreement (as defined below),
the  following  terms shall have the  following  meanings  (such  meanings to be
equally applicable to both the singular and plural forms of the terms defined):

     "Administrative  Agent" shall have the meaning specified in the preamble to
this  Agreement and shall include any  successor  appointed  pursuant to Section
8.06.

     "Administrative   Agent's   Account"   shall   mean  the   account  of  the
Administrative  Agent maintained by the Administrative Agent with BBVA New York,
New York, Account No. 0000157115,  Beneficiary: BBVA Bancomer, S.A. Mexico D.F.,
Reference:  Femsa  Empaques,  S.A. de C.V.,  ABA No.:  026001847,  or such other
account as the Administrative  Agent may hereafter  designate in writing as such
to each of the other parties hereto.

     "Advance" shall have the meaning specified in Section 2.01.

     "Affiliate" shall mean, as to any Person,  any other Person that,  directly
or indirectly,  controls,  is controlled by or is under common control with such
Person  or is a  director  or  officer  of such  Person.  For  purposes  of this
definition,  the term "control" (including the terms "controlling,"  "controlled
by" and "under common control with") of a Person means the possession, direct or
indirect, of the power to vote 10% or more of the Voting Stock of such Person or
to direct or cause the direction of the  management and policies of such Person,
whether through the ownership of Voting Stock, by contract or otherwise.

     "Agreement" shall mean this Credit Agreement, as modified,  supplemented or
amended from time to time.

     "Applicable Margin" shall mean 0.95%.

     "Arrangers"  shall  have the  meaning  specified  in the  preamble  to this
Agreement.

     "Asset  Sale"  shall mean any sale,  transfer or other  disposition  to any
Person of any Non-Guarantor Subsidiary or all or substantially all of the assets
of any such Non-Guarantor Subsidiary.


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     "Assignment and Acceptance" shall mean an assignment and acceptance entered
into by a Lender and an Eligible  Assignee,  and accepted by the  Administrative
Agent and the Borrower, in accordance with Section 9.07 and in substantially the
form of Exhibit F hereto.

     "Bankruptcy  Code" shall mean Title 11 of the United  States Code  entitled
"Bankruptcy," as now or hereafter in effect, or any successor thereto.

     "Bankruptcy Law" shall mean any applicable U.S.  federal,  Mexican federal,
state, foreign or local statute, law, rule, regulation, ordinance, code, binding
and enforceable  guideline,  binding and enforceable  written policy and rule of
common  law now or  hereafter  in effect  and in each case as  amended,  and any
judicial or  administrative  interpretation  thereof,  including any judicial or
administrative  order,  consent,  decree  or  judgment,  to  the  extent  now or
hereafter in effect with respect to the Borrower, the Guarantors or any of their
respective Subsidiaries, relating to the reorganization, arrangement, adjustment
of debt, relief of debtors,  dissolution,  suspension of payments, insolvency or
liquidation or similar law of any  jurisdiction.  The term  Bankruptcy Law shall
include, without limitation, the Mexican Ley de Concursos Mercantiles, as now or
hereafter in effect, or any successor thereto, and the Bankruptcy Code.

     "Borrower"  shall  have  the  meaning  specified  in the  preamble  to this
Agreement.

     "Borrowing" shall mean a borrowing consisting of simultaneous Advances made
by the Lenders.

     "Borrowing  Date"  shall  mean the date on which  the  Borrowing  hereunder
occurs.

     "Business  Day"  shall mean (i) for all  purposes  other than as covered by
clause  (ii)  below,  any day except a  Saturday,  Sunday or any other day which
shall be in New York,  Ottawa or Mexico  City a legal  holiday or a day on which
banking  institutions  are  authorized  or required  by law or other  government
action to close,  and (ii) with  respect to all  notices and  determinations  in
connection  with, and payments of principal and interest on,  Advances,  any day
(x)  except a  Saturday,  Sunday or any  other  day which  shall be in New York,
Ottawa or Mexico City a legal holiday or a day on which banking institutions are
authorized or required by law or other government  action to close and (y) which
is  also a day  for  trading  by and  between  banks  in  the  London  interbank
Eurodollar market.

     "Capitalized  Leases" shall have the meaning specified in clause (d) of the
definition of Debt.

     "Change of Control" shall mean (i) any Person or two or more Persons acting
in concert (other than FEMSA and/or any Subsidiary of FEMSA) shall have acquired
beneficial  ownership,  directly or indirectly,  of Voting Stock of the Borrower
(or other  securities  convertible  into such Voting Stock)  representing 51% or
more of the  combined  voting  power of all Voting Stock of the Borrower or (ii)
any Person or two or more Persons acting in concert (other than FEMSA and/or any
Subsidiary of FEMSA) shall have acquired by contract or otherwise, or shall have
entered into a contract or arrangement that, upon  consummation,  will result in
its or their  acquisition of the power to exercise,  directly or  indirectly,  a
controlling influence over the management or policies of the Borrower.

     "Commitment" shall have the meaning specified in Section 2.01.

     "Commitment  Expiration  Date"  shall  mean  the  date  10 days  after  the
Effective Date.

     "Confidential Information" shall mean information furnished by or on behalf
of the Borrower or its Affiliates to the  Administrative  Agent or any Lender in
connection with this Agreement,  but does not include any such  information that
(i) is or  becomes  generally  available  to the  public  or (ii) is or  becomes
available  to the  Administrative  Agent or such Lender from a source other than
the  Borrower  or its  Affiliates  other  than as a result  of a  breach  by the
Administrative Agent or any Lender of its obligations hereunder.

     "Consolidated"  shall mean the consolidation of accounts in accordance with
GAAP.

     "Consolidated  Debt"  shall  mean,  without  duplication,  all  Debt of the
Borrower and its Consolidated Subsidiaries, other than Inter-company Debt.



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     "Consolidated Financial Debt" shall mean, without duplication, all Debt for
borrowed money of the Borrower and its Consolidated Subsidiaries.

     "Consolidated  EBITDA" shall mean, for any period, the sum, determined on a
consolidated  basis, of (a) operating income (or loss) for such period, plus (b)
depreciation  and  amortization  and any other  non-cash  charges that have been
deducted from operating  income for such period minus all non-cash  credits that
have  been  added to  operating  income  for such  period,  in each  case of the
Borrower and its Consolidated  Subsidiaries,  determined in accordance with GAAP
for such period.

     "Consolidated   Interest   Expense"  shall  mean,   for  any  period,   the
consolidated  total interest expense of the Borrower and its  Subsidiaries  with
respect to all  outstanding  Debt of the Borrower and its  Subsidiaries or other
obligations of the Borrower and its Subsidiaries  (calculated  without regard to
any limitations on the payment thereof).

     "Consolidated  Net Worth"  shall mean,  as to any Person,  the Net Worth of
such  Person and its  Subsidiaries  determined  on a  consolidated  basis  after
appropriate deduction for any minority interests in Subsidiaries.

     "Credit Party" shall mean the Borrower and each of the Guarantors.

     "Debt" of any Person shall mean, without duplication,  (a) all indebtedness
of such Person for borrowed  money,  (b) all  Obligations of such Person for the
deferred  purchase  price of property or services,  (c) all  Obligations of such
Person evidenced by notes, bonds,  debentures or other similar instruments,  (d)
all  Obligations  of such Person as lessee under leases that have been or should
be, in accordance with GAAP, recorded as capital leases ("Capitalized  Leases"),
(e) all  non-contingent  Obligations of such Person under acceptance,  letter of
credit or similar  facilities,  (f) all Obligations of such Person in respect of
Hedge Agreements,  (g) all Debt of others referred to in clauses (a) through (f)
above guaranteed  directly or indirectly in any manner by such Person,  but only
to the extent of such  guaranty,  and (h) all Debt  referred  to in clauses  (a)
through  (f)  above  secured  by (or for  which  the  holder of such Debt has an
existing right,  contingent or otherwise, to be secured by) any Lien on property
(including,  without  limitation,  accounts and contracts  rights) owned by such
Person, even though such Person has not assumed or become liable for the payment
of such Debt;  provided,  however,  that Debt shall not include  trade  accounts
payable  arising in the ordinary  course of business or any  obligations  for ad
valorem taxes, value-added taxes, excise taxes or any other taxes.

     "Default"  shall mean any event,  act or condition,  which,  with notice or
lapse of time, or both, would constitute an Event of Default.

     "Derivatives  Obligations" of any Person shall mean all payment obligations
of such Person in respect of any rate swap transaction, basis swap, forward rate
transaction,  forward  purchase,  commodity swap,  commodity  option,  equity or
equity index swap,  equity or equity index  option,  bond option,  interest rate
option, foreign exchange transaction, cap transaction, floor transaction, collar
transaction,  currency swap transaction,  cross-currency  rate swap transaction,
currency  option or any other  similar  transaction  (including  any option with
respect  to  any of  the  foregoing  transactions)  or  any  combination  of the
foregoing transactions.

     "Documentation  Agent" shall have the meaning  specified in the preamble to
this Agreement.

     "Dollar" or "$" shall mean the lawful money of the United States.

     "Effective Date" shall have the meaning specified in Section 9.06.

     "Eligible  Assignee" shall mean (a) a Lender,  (b) an Affiliate of a Lender
or (c) any other Person approved by the Administrative  Agent (such approval not
to be  unreasonably  withheld or delayed);  provided that, in the case of clause
(c), so long as the  Advances,  the Notes,  all  interest  thereon and all other
amounts payable under this Agreement and the other Loan Documents shall not have
become due and payable (whether by acceleration or otherwise) at or prior to the
time the related  assignment is effected  pursuant to clauses (a) through (d) of
Section 9.07, the Borrower shall have given written  consent to such  assignment
(such consent not to be unreasonably  withheld or delayed and such consent to be


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<PAGE>

deemed  to  have  been  given  if  no  objection  thereto  is  received  by  the
Administrative  Agent and the  assigning  Lender within five Business Days after
the  date  on  which  notice  of the  proposed  assignment  is  received  by the
Borrower);  provided,  further,  however,  that  neither  the  Borrower  nor any
Affiliate  of the  Borrower  shall  qualify as an Eligible  Assignee  under this
definition.

     "Environmental  Action"  shall  mean  any  administrative,   regulatory  or
judicial  action,  suit,  demand,  demand letter,  notice of  non-compliance  or
violation,  investigation,   proceeding,  consent  order  or  consent  agreement
relating  in any  way  to any  Environmental  Law or any  Environmental  Permit,
including,  without limitation,  (a) any claim by any Governmental Authority for
enforcement,  cleanup, removal,  response,  remedial or other actions or damages
pursuant to any  Environmental  Law and (b) any claim by any third party seeking
damages,   contribution,   indemnification,   cost  recovery,   compensation  or
injunctive  relief  resulting from  Hazardous  Materials or arising from alleged
injury or threat of injury to health, safety or the environment.

     "Environmental Law" shall mean any supranational, federal, national, state,
provincial,  tribal,  local or municipal law,  rule,  regulation,  order,  writ,
judgment,  injunction,  decree,  determination  or  award  of  any  Governmental
Authority within or outside the United States relating to or imposing  standards
of conduct concerning the environment, health, safety or Hazardous Materials.

     "Environmental  Permit"  shall mean any  permit,  approval,  identification
number, license or other authorization required under any Environmental Law.

     "Eurocurrency Liabilities" shall have the meaning specified in Regulation D
of the Board of Governors of the U.S. Federal Reserve System,  as in effect from
time to time.

     "Eurodollar Rate" shall mean, for any Interest Period, an interest rate per
annum  equal to the rate per annum  obtained  by  dividing  (i) (A) the rate per
annum which appears on the Reuters Screen LIBO Page (rounded  upward to the next
whole  multiple  of  1/16th  of 1%) as the  London  interbank  offered  rate for
deposits  in  Dollars  comparable  to the  outstanding  principal  amount of the
Advances and for a term  comparable  to such  Interest  Period at or about 11:00
A.M.  (London  time)  on the  date  which  is two  Business  Days  prior  to the
commencement of such Interest Period;  provided,  however, that if more than one
rate is specified on the Reuters Screen LIBO Page, the applicable  rate shall be
the arithmetic mean of all such rates (rounded upward to the next whole multiple
of 1/16th of 1%),  (B) if for any reason  such  Reuters  Screen LIBO Page is not
available  or such rate is not  quoted  thereon,  then the rate per annum  which
appears on page 3750 of the Dow Jones Market Service (rounded upward to the next
whole  multiple  of  1/16th  of 1%) as the  London  interbank  offered  rate for
deposits  in  Dollars  comparable  to the  outstanding  principal  amount of the
Advances for a term  comparable to such  Interest  Period at or about 11:00 A.M.
(London time) on the date which is two Business  Days prior to the  commencement
of such  Interest  Period;  provided,  however,  that if more  than  one rate is
specified  on page 3750 of the Dow Jones Market  Service,  the  applicable  rate
shall be the arithmetic mean of all such rates (rounded upward to the next whole
multiple  of  1/16th of 1%),  or (C) if such  page 3750 of the Dow Jones  Market
Service is for any reason not available or such rate is not quoted thereon, then
the arithmetic  mean  determined by the  Administrative  Agent of the respective
rates  per annum  quoted by the  Reference  Banks to prime  banks in the  London
interbank market for deposits in Dollars comparable to the outstanding principal
amount of the Advances for a term  comparable to such  Interest  Period (in each
such  case,  rounded  upward  to the  next  whole  multiple  of  1/16th  of 1%),
determined as of 11:00 A.M. (London time) on the date which is two Business Days
prior to the commencement of such Interest Period, by (ii) a percentage equal to
100% minus the Eurodollar Rate Reserve Percentage for such Interest Period.


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<PAGE>

     "Eurodollar  Rate  Reserve  Percentage"  for any  Interest  Period for each
Advance shall mean the reserve  percentage  applicable  two Business Days before
the first day of such Interest  Period,  under  regulations  issued from time to
time by the  Board of  Governors  of the U.S.  Federal  Reserve  System  (or any
successor) for determining the maximum reserve requirement  (including,  without
limitation,  any emergency,  supplemental or other marginal reserve requirement)
for a member bank of the U.S.  Federal Reserve System in New York City or by the
European  Central Bank with respect to  liabilities  or assets  consisting of or
including  Eurocurrency  Liabilities  (or with respect to any other  category of
liabilities  that  includes  deposits by reference to which the interest rate on
Advances is determined) having a term equal to such Interest Period.

     "Event of Default" shall have the meaning specified in Section 6.01.

     "Exchange Rate" shall mean the  Dollar/Peso  exchange rate published by the
Central  Bank of Mexico in the  Official  Gazette of the  Federation  on the day
payment is made.

     "Existing Debt" shall have the meaning specified in Section 4.15.

         "Facility" shall mean the aggregate amount of the Commitments.

     "Federal  Funds Rate" shall mean,  for any period,  a fluctuating  interest
rate per annum equal for each day during such period to the weighted  average of
the rates on  overnight  Federal  funds  transactions  with  members of the U.S.
Federal Reserve System arranged by Federal funds brokers,  as published for such
day (or, if such day is not a Business Day, for the next preceding Business Day)
by the Federal  Reserve  Bank of New York,  or, if such rate is not so published
for any day that is a Business Day, the average of the  quotations  for such day
for such transactions  received by the  Administrative  Agent from three Federal
funds brokers of recognized standing selected by it.

         "Fee Letter" shall have the meaning specified in Section 2.07.

         "FEMSA" shall mean Fomento Economico Mexicano, S.A. de C.V.

     "GAAP"  shall  mean  generally  accepted  accounting  principles  in Mexico
consistent  with those applied in the  preparation  of the financial  statements
furnished to the Lenders prior to the date of this Agreement; provided, however,
that if the  Borrower  notifies  the  Administrative  Agent in writing  that the
Borrower  wishes to amend  the  covenants  in  Section  5.02 (d),  (j) or (k) to
eliminate  the effect of any change in GAAP on the  operation of such  covenants
(or if the Administrative  Agent notifies the Borrower that the Required Lenders
wish to amend such  covenants),  then  compliance  with such covenants  shall be
determined on the basis of GAAP in effect immediately before the relevant change
in GAAP became effective,  until either such written notice is withdrawn or such
covenants are amended in a manner satisfactory to the Required Lenders.

     "Governmental  Approval" shall mean any authorization,  approval,  consent,
license,  concession,  ruling,  permit,  tariff,  rate,  certification,   order,
validation,   exemption,   waiver,  opinion  of,  or  registration,   filing  or
recordation with, any Governmental Authority.

     "Governmental   Authority"  shall  mean  any  federation,   nation,  state,
sovereign, or government, any federal,  supranational,  regional, state, tribal,
local  or  political  subdivision,  any  governmental  or  administrative  body,
instrumentality,  department  or agency or any court,  tribunal,  administrative
hearing   body,   arbitration   panel,   commission   or   any   other   similar
dispute-resolving  panel or body,  and any other  entity  exercising  executive,
legislative, judicial, regulatory or administrative functions of government.

     "Guaranteed Obligations" shall have the meaning specified in Section 7.01.

     "Guarantor"  shall  have the  meaning  specified  in the  preamble  to this
Agreement.

     "Guaranty" shall have the meaning specified in Section 7.01.

                                       9
<PAGE>

     "Hazardous  Materials"  shall mean (a)  petroleum  or  petroleum  products,
natural or synthetic gas,  asbestos in any form that is or could become friable,
urea formaldehyde  foam insulation and radon gas, (b) any substances  defined as
or included in the  definition of "hazardous  substances,"  "hazardous  wastes,"
"hazardous  materials,"  "extremely  hazardous  wastes,"  "restricted  hazardous
wastes," "toxic substances," "toxic pollutants," "contaminants" or "pollutants,"
or words of  similar  import,  under any  Environmental  Law,  and (c) any other
substance, exposure to which is regulated under any Environmental Law.

     "Hedge Agreements" shall mean interest rate swap, cap or collar agreements,
interest rate future or option  contracts,  currency swap  agreements,  currency
future or  option  contracts  and other  similar  agreements  designed  to hedge
against fluctuations in interest rates or foreign exchange rates.

     "Indemnified Party" shall have the meaning specified in Section 9.04(b).

     "Inter-company  Debt" shall mean any Debt at any time owed by the  Borrower
to the Subordinated Creditor.

     "Interest Period" shall mean, for each Advance,  (i) initially,  the period
commencing on (and  including) the Borrowing Date and ending on (but  excluding)
the last day of the period  selected by the Borrower  pursuant to the provisions
below, and (ii) thereafter, each subsequent period commencing on (and including)
the last day of the  immediately  preceding  Interest  Period and ending on (but
excluding) the last day of the period  selected by the Borrower  pursuant to the
provisions  below.  The duration of each such Interest Period shall be one, two,
three or six  months,  as the  Borrower  may elect upon  notice  received by the
Administrative Agent not later than 11:00 A.M. (New York City time) on the third
Business Day prior to the first day of such Interest Period; provided,  however,
that:

     (a) no Interest Period may end after the Maturity Date;

     (b) if the  syndication  of the  Advances  has not  been  completed  by the
Borrowing  Date (as  determined by the  Administrative  Agent in its  reasonable
discretion),  the first three Interest Periods  commencing on the Borrowing Date
shall be one-month interest periods;

     (c) whenever the last day of any Interest Period would otherwise occur on a
day other than a Business  Day,  the last day of such  Interest  Period shall be
extended to occur on the next succeeding Business Day; provided,  however, that,
if such extension  would cause the last day of such Interest  Period to occur in
the next following  calendar  month,  the last day of such Interest Period shall
occur on the next preceding Business Day; and

     (d) except with  respect to the  Interest  Periods  described in clause (a)
above,  whenever  the first  day of any  Interest  Period  occurs on a day of an
initial  calendar month for which there is no numerically  corresponding  day in
the calendar  month that succeeds such initial  calendar  month by the number of
months in such  Interest  Period,  such  Interest  Period  shall end on the last
Business Day of such succeeding calendar month.

     "Joinder   Agreement"   shall  have  the  meaning   specified   in  Section
5.01(j)(i)(A).

     "Lead  Arranger"  shall have the meaning  specified in the preamble to this
Agreement.

     "Lender"  shall mean each Lender listed on the  signature  pages hereof and
each Eligible Assignee that becomes a party hereto pursuant to Section 9.07.

                                       10
<PAGE>

     "Lending Office" shall mean, with respect to any Lender, the office of such
Lender  specified as its "Lending Office" opposite its name on Annex I hereto or
in the Assignment and Acceptance  pursuant to which it became a Lender,  or such
other office of such Lender as it may from time to time specify by notice to the
Borrower and the Administrative Agent.

     "Lien"  shall  mean  any  lien,   security  interest  or  other  charge  or
encumbrance  of any  kind,  or  any  other  type  of  preferential  arrangement,
including,  without  limitation,  the  lien  or  retained  security  title  of a
conditional vendor and any easement,  right of way or other encumbrance on title
to real property.

     "Loan  Documents" shall mean this Agreement,  each Note, the  Subordination
Agreement and each other  instrument,  agreement,  certificate,  notice or other
document  executed and/or delivered  pursuant hereto or thereto or in connection
herewith or therewith.

     "Margin Stock" shall have the meaning provided in Regulation U of the Board
of Governors of the U.S. Federal Reserve System.

     "Material  Adverse Change" shall mean a material  adverse change in (a) the
business, condition (financial or otherwise),  operations, properties, assets or
prospects  of the  Borrower  and its  Subsidiaries  taken  as a whole or (b) the
ability of the Borrower to perform its Obligations under any Loan Document.

     "Material  Adverse Effect" shall mean a material  adverse effect on (a) the
business, condition (financial or otherwise),  operations, properties, assets or
prospects of the Borrower or the Borrower and its Subsidiaries taken as a whole,
(b) the rights and remedies of the Administrative  Agent or any Lender under any
Loan  Document,  or (c) the ability of the  Borrower to perform its  Obligations
under any Loan Document.

     "Material  Subsidiary"  shall mean any  Subsidiary  of the Borrower (i) the
total assets or gross revenues of which,  determined on a consolidated basis for
such Subsidiary and its consolidated  subsidiaries,  represent not less than 10%
of the total  consolidated  assets,  consolidated gross revenues or Consolidated
EBITDA of the  Borrower,  as the case may be, all as  calculated by reference to
the most recent quarterly financial statements (or annual financial  statements,
as the  case  may  be) of  such  Subsidiary  and the  most  recent  consolidated
quarterly financial statements of the Borrower and its Subsidiaries  required to
be delivered  hereunder,  (ii) to which all or substantially  all the assets and
undertakings of a Subsidiary are  transferred  which  immediately  prior to such
transfer was a Material  Subsidiary,  or (iii) which owns or controls any assets
which are  deemed by the  Required  Lenders  (in their  sole  discretion)  to be
material  for the  operations  of the  Borrower  or the  Guarantors  (including,
without  limitation,  licenses,  trademarks,  patents,  information  centers and
distributions channels), it being understood that the Non-Guarantor Subsidiaries
shall in no event be Material Subsidiaries.

     "Maturity  Date"  shall  mean the date  which is 36  months  following  the
Borrowing Date.

     "Mexican Bank" shall mean a multiple banking institution  established under
the laws of Mexico  and  licensed  to engage in the  business  of banking by the
Mexican Ministry of Finance and Public Credit.

         "Mexico" shall mean the United Mexican States.

     "Net Sale  Proceeds"  shall mean, for any Asset Sale, the net cash proceeds
received from such Asset Sale,  less the estimated  marginal  increase in income
taxes incurred by the Borrower and the Non-Guarantor  Subsidiaries in connection
with such  Asset Sale and the amount of such net cash  proceeds  required  to be
used to  permanently  repay any Debt which is secured by the  respective  assets
which were sold (other than the Advances).

     "Net Worth"  shall mean,  as to any Person,  the sum of its capital  stock,
capital  in  excess  of par or stated  value of  shares  of its  capital  stock,
retained  earnings  and any  other  account  which,  in  accordance  with  GAAP,
constitutes stockholders' equity, excluding any treasury stock.

     "Non-Guarantor  Subsidiaries"  shall mean Vendo de  Mexico,  S.A.  de C.V.,
Plasticos  Tecnicos  Mexicanos,  S.A. de C.V.,  Grafo  Regia,  S.A. de C.V.  and
Quimiproductos, S.A. de C.V.

                                       11
<PAGE>

     "Note" shall have the meaning specified in Section 2.03(b).

     "Notice of Borrowing" shall have the meaning specified in Section 2.02(a).

     "Obligation" shall mean, with respect to any Person, any obligation of such
Person of any kind, including,  without limitation, any liability of such Person
on any claim,  whether or not the right of any creditor to payment in respect to
such claim is reduced to judgment, liquidated,  unliquidated, fixed, contingent,
matured,  disputed,  undisputed,  legal,  equitable,  secured or unsecured,  and
whether or not such claim is  discharged,  stayed or  otherwise  affected by any
proceeding  referred to in Section  6.01(f).  Without limiting the generality of
the foregoing,  the Obligations of the Borrower under the Loan Documents include
(a)  the  obligation  to  pay  principal,  interest,  charges,  expenses,  fees,
reasonable  attorneys'  fees and  disbursements,  indemnities  and other amounts
payable  by the  Borrower  under any Loan  Document  and (b) the  obligation  to
reimburse any amount in respect of any of the foregoing that any Lender,  in its
sole  discretion,  may elect to pay or  advance  on behalf  of the  Borrower  in
accordance with the Loan Documents.

         "Original Note" shall have the meaning specified in Section 2.03(c).

         "Other Currency" shall have the meaning specified in Section 9.11(a).

     "Permitted  Liens"  shall  mean,  with  respect  to  the  Borrower  or  its
Subsidiaries:


                                       12
<PAGE>

     (a) Liens in  existence  on the  Effective  Date which are listed,  and the
property subject thereto described, in Annex II hereto;

     (b) pledges or deposits by such Person under  worker's  compensation  laws,
unemployment  insurance laws or similar  legislation,  or good faith deposits in
connection with bids, tenders, contracts (other than for the payment of Debt) or
leases  to which  such  Person  is a party,  or  deposits  to  secure  public or
statutory  obligations of such Person or deposits of cash or government bonds to
secure  performance,  surety or appeal  bonds to which such Person is a party or
which are  otherwise  required of such  Person,  or  deposits  as  security  for
contested taxes or import duties or for the payment of rent or other obligations
of like nature, in each case incurred in the ordinary course of business;

     (c) Liens  arising by operation of or imposed by law or other Liens arising
out of  judgments  or awards in an amount not to exceed  U.S.$10,000,000  in the
aggregate against such Person;

     (d) Liens for taxes,  assessments and other governmental  charges or levies
not yet  delinquent or subject to penalties for  non-payment  or which are being
contested in good faith by appropriate proceedings;

     (e) minor survey exceptions, minor encumbrances,  easements or reservations
of or with  respect to, or rights of others for or with  respect  to,  licenses,
rights-of-way,  sewers,  electric and other utility lines and usages,  telegraph
and telephone lines,  pipelines,  surface use, operation of equipment,  permits,
servitudes and other similar matters,  or zoning or other restrictions as to the
use of real property or Liens  incidental to the conduct of the business of such
Person  or to the  ownership  of its  properties  which  were  not  incurred  in
connection  with Debt and  which do not in the  aggregate  materially  adversely
affect  the  value of said  properties  or  materially  impair  their use in the
operation of the business of such Person;

     (f) Liens on property at the time the  Borrower or any of its  Subsidiaries
acquired  the  property  or the  entity  owning  such  property,  including  any
acquisition by means of a merger or  consolidation  with or into the Borrower or
any of its Subsidiaries; provided, however, that any such Lien may not extend to
any other property owned by the Borrower or any of its Subsidiaries;

     (g) Purchase Money Liens;

     (h)  Liens  securing  only  Debt of a  Subsidiary  of the  Borrower  to the
Borrower or any Guarantor;

     (i) Liens resulting from the deposit of funds or evidences of Debt in trust
for the purpose of defeasing Debt of the Borrower or any of its Subsidiaries;

     (j) legal or equitable  encumbrances  deemed to exist by reason of negative
pledges or the  existence of any  litigation or other legal  proceeding  and any
related lis pendens filing (excluding any attachment prior to judgment, judgment
lien or attachment lien in aid of execution on a judgment);

     (k)  rights of a common  owner of any  interest  in  property  held by such
Person;

     (l) Liens on property or shares of stock of another Person at the time such
other Person becomes a Subsidiary of such Person;  provided,  however, that such
Liens  are  not  created,   incurred  or  assumed  in  connection  with,  or  in
contemplation  of, such other Person  becoming such a Subsidiary of such Person;
provided further,  however,  that such Lien may not extend to any other property
owned by such Person or any of its Subsidiaries;

     (m) any defects,  irregularities  or  deficiencies  in title to  easements,
rights-of-way  or  other  properties  which do not in the  aggregate  materially
adversely affect the value of such properties or materially  impair their use in
the operation of the business of such Person;


                                       13
<PAGE>

     (n) Liens in favor of the  issuers  of surety  bonds or  letters  of credit
issued  pursuant  to the  request of and for the  account of such  Person in the
ordinary course of business;  provided, however, that the obligations in respect
of such letters of credit do not constitute Debt;

     (o) Liens arising in  connection  with  Capitalized  Leases in an aggregate
principal amount not to exceed U.S.$10,000,000 at any time outstanding;

     (p) Liens to secure  any  refinancing,  refunding,  extension,  renewal  or
replacement (or successive  refinancings,  refundings,  extensions,  renewals or
replacements),  as a whole, or in part, of any Debt secured by any Lien referred
to in the foregoing clauses (f) through (j);  provided,  however,  that (i) such
new Lien shall be limited to all or part of the same  property  that secured the
original  Lien  (plus  improvements  on or to such  property)  and (ii) the Debt
secured by such Lien at such time is not  increased  to any amount  greater than
the sum of (A) the outstanding principal amount or, if greater, committed amount
of the Debt  described  under  clauses (f) through (j) at the time the  original
Lien became a Permitted Lien under this  Agreement and (B) any amount  necessary
to pay any fees and expenses,  including premiums,  related to such refinancing,
refunding, extension, renewal or replacement;

     (q) Liens arising in connection with its business which,  (i) do not secure
any  obligation in an amount  exceeding  U.S.$15,000,000  and (ii) do not in the
aggregate  materially  detract from the value of its assets or materially impair
the use thereof in the operation of its business; and

     (r) Liens on cash and cash equivalents  securing  Derivatives  Obligations;
provided, that the aggregate amount of cash and cash equivalents subject to such
Liens shall at no time exceed an aggregate amount of U.S.$10,000,000.

     "Person" shall mean an individual,  partnership,  corporation  (including a
business trust), joint stock company, trust, unincorporated  association,  joint
venture or other entity, or a government or any political  subdivision or agency
thereof.

         "Process Agent" shall have the meaning specified in Section 9.12(a).

         "Ps." or "Peso" shall mean the lawful money of Mexico.

     "Purchase Money Lien" shall mean a Lien on property  securing Debt incurred
by the  Borrower  or any of its  Subsidiaries  to  provide  funds for all or any
portion of the cost of acquiring,  constructing,  altering, expanding, improving
or repairing  such property or assets used in connection  with such property and
any  refinancing,  refunding,  extension,  renewal or replacement (or successive
refinancings,  refundings, extensions, renewals or replacements), as a whole, or
in part, of any Debt secured by such Lien; provided,  however, that (i) such new
Lien shall be  limited  to all or part of the same  property  that  secured  the
original  Lien  (plus  improvements  on or to such  property)  and (ii) the Debt
secured by such Lien at such time is not  increased  to any amount  greater than
the sum of (A) the outstanding principal amount or, if greater, committed amount
of the Debt at the time the  original  Lien  became a Purchase  Money Lien under
this  Agreement  and (B) any  amount  necessary  to pay any fees  and  expenses,
including premiums, related to such refinancing,  refunding,  extension, renewal
or replacement.

     "Reduced  Withholding  Rate"  shall have the meaning  specified  in Section
4.19(a).

     "Reference Banks" shall mean Bank of America, N.A. and Citibank N.A.

     "Register" shall have the meaning specified in Section 9.07(c).


                                       14
<PAGE>

     "Registered  Bank" shall mean a bank  registered  in the Registry of Banks,
Financial  Entities,  Pension and  Retirement  Funds and  Investment  Funds from
Abroad (Registro de Bancos,  Entidades de Financiamiento,  Fondos de Pensiones y
Jubilaciones y Fondos de Inversion del Extranjero)  maintained by the Secretaria
de Hacienda y Credito Publico of Mexico.

     "Replacement Lender" shall have the meaning specified in Section 2.08(f).

     "Required  Lenders"  shall mean at any time Lenders owed (or holding in the
aggregate)  at least  66% of the  aggregate  principal  amount  of the  Advances
outstanding at such time or, if no such principal  amount is outstanding at such
time, Lenders holding at least 66% of the aggregate of the Commitments.

     "Responsible  Officer"  shall mean,  with respect to any Credit Party,  the
chief executive  officer,  the president,  the chief  accounting  officer or the
treasurer (or the  equivalent  of any of the  foregoing) of such Credit Party or
any other  officer  of such  Credit  Party  authorized  to act on behalf of such
Credit Party in the certificate delivered pursuant to Section 3.01(d).

     "Reuters  Screen  LIBO  Page"  shall mean the  display of London  interbank
offered rates (commonly  known as LIBOR) of major banks for Eurodollar  deposits
designated  as page "LIBO" on the Reuters  Monitor  Money Rates Service (or such
other  page as may  replace  the LIBO page for the  purpose of  displaying  such
London interbank offered rates for Eurodollar deposits).

     "Subordinated Creditor" shall mean Grupo Industrial Emprex, S.A. de C.V., a
sociedad  anonima de capital  variable  organized and existing under the laws of
Mexico.

     "Subordination  Agreement"  shall  have the  meaning  provided  in  Section
3.01(g).

     "Subsidiary" of any Person shall mean any corporation,  partnership,  joint
venture,  trust or estate of which (or in which),  directly or indirectly,  more
than 50% of (a) the issued and outstanding  capital stock having ordinary voting
power  to  elect a  majority  of the  board  of  directors  of such  corporation
(irrespective of whether at the time capital stock of any other class or classes
of such corporation  shall or might have voting power upon the occurrence of any
contingency),  (b) the interest in the capital or profits of such partnership or
joint venture,  or (c) the beneficial interest in such trust or estate is at the
time directly or indirectly  owned or controlled by such Person,  by such Person
and one or more of its  other  Subsidiaries  or by one or more of such  Person's
other Subsidiaries.  References to a Subsidiary,  unless otherwise  specifically
stated, or the context otherwise requires, shall be reference to a Subsidiary of
the Borrower.

     "Successor Company" shall have the meaning specified in Section 5.02(b).

     "Syndication  Agent"  shall have the meaning  specified  in the preamble to
this Agreement.

     "Taxes" shall mean any and all (a) present or future taxes, duties, levies,
imposts, deductions, charges or withholdings with respect to any payment made by
the Borrower hereunder or under the Notes or under any other Loan Document,  and
any  interest or penalties  in respect  thereof,  imposed by Mexico or any other
jurisdiction  from which any such payment is made, or any political  subdivision
or taxing  authority  thereof or therein or any  federation or association of or
with which any of the foregoing may be a member or associated,  excluding in the


                                       15
<PAGE>

case of each Lender, the Lead Arranger and the  Administrative  Agent, any taxes
imposed on or measured by the net income of such Person  pursuant to the laws of
the  jurisdiction (or any political  subdivision or taxing or banking  authority
thereof or  therein)  in which the  principal  office or Lending  Office of such
Person is located,  and (b) present or future stamp or documentary taxes and any
other excise or property taxes,  or similar charges or levies,  which arise from
any  payment  made  pursuant  to this  Agreement  or under the Notes or from the
execution or delivery of, or otherwise with respect to, any Loan Document.

     "Termination  Date" shall mean the earliest of (a) the Maturity  Date,  (b)
the termination in whole of the Commitments  pursuant to Section 6.01, or (c) if
no Borrowing has then occurred, the Commitment Expiration Date.

     "Total Assets" shall mean, as to the Borrower,  all of the combined  assets
of the Borrower and its Consolidated Subsidiaries.

         "United States" and "U.S." each shall mean United States of America.

     "Voting  Stock"  shall  mean  capital  stock  issued by a  corporation,  or
equivalent  interests in any other Person,  the holders of which are ordinarily,
in the absence of contingencies,  entitled to vote for the election of directors
(or persons performing similar functions) of such Person,  even though the right
to vote has been suspended by the happening of such a contingency.

     SECTION  1.02  Accounting  Terms.  All  accounting  terms not  specifically
defined herein shall be construed in accordance with GAAP consistently  applied,
except as otherwise stated herein.  Calculations in connection with definitions,
covenants  and other  provisions  of this  Agreement  shall  utilize  accounting
principles  and policies in conformity  with those used to prepare the financial
statements referred to in Section 4.05.

     SECTION  1.03  Computation  of  Time  Periods.  In this  Agreement,  in the
computation of periods of time from a specified date to a later  specified date,
the word "from" means "from and  including"  and the words "to" and "until" mean
"to but excluding."

                                   ARTICLE II

                       AMOUNTS AND TERMS OF THE ADVANCES

     SECTION 2.01 The Advances.  Each Lender severally  agrees, on the terms and
conditions  hereinafter  set forth, on any Business Day occurring on or prior to
the Commitment  Expiration  Date, to make a single advance (an "Advance") to the
Borrower,  which Advance shall not exceed for any Lender, in aggregate principal
amount, the amount set forth opposite such Lender's name on Annex I hereto under
the  caption  "Commitment"  or,  if such  Lender  has  entered  into one or more
Assignments and Acceptances,  the amount set forth in the Register maintained by
the  Administrative  Agent  pursuant to Section  9.07(c) (such amount being such
Lender's  "Commitment").  Amounts borrowed under this Section 2.01 and repaid or
prepaid may not be reborrowed.


                                       16
<PAGE>

         SECTION 2.02  Making the Advances.

     (a) The  Borrowing  shall be made on notice  given by the  Borrower  to the
Administrative Agent not later than 11:00 A.M. (New York City time) on the third
Business Day prior to the proposed  Borrowing Date (the "Notice of  Borrowing").
Immediately  following  receipt of the Notice of Borrowing,  the  Administrative
Agent  shall  give  to  each  Lender  notice   thereof  by  telex  or  facsimile
transmission  (in the  case  of  EDC,  such  notice  will  be sent by  facsimile
transmission).  The Notice of Borrowing shall be sent by the Borrower requesting
the  Advance  by telex  or  facsimile  transmission,  confirmed  immediately  in
writing,  in substantially the form of Exhibit B hereto,  specifying therein (i)
the requested  Borrowing Date, (ii) the requested  aggregate principal amount of
such  Borrowing,  (iii)  the  Interest  Period  therefor,  and (iv) the  payment
instructions for such Borrowing.  The Administrative Agent shall promptly notify
each Lender of the  applicable  interest rate under  Section  2.05.  Each Lender
shall,  before  11:00 A.M.  (New York City  time) on the  Borrowing  Date,  make
available for the account of its Lending Office to the  Administrative  Agent at
the  Administrative  Agent's Account,  in same day funds,  such Lender's ratable
portion of such  Borrowing.  After the  Administrative  Agent's  receipt of such
funds and upon  fulfillment  of the  applicable  conditions set forth in Article
III,  the  Administrative  Agent will make such funds  available to the Borrower
requesting the Advance by crediting the account of the Borrower,  in immediately
available funds.

     (b) The  Notice  of  Borrowing  shall be  irrevocable  and  binding  on the
Borrower.  The Borrower shall  indemnify  each Lender against any loss,  cost or
expense  incurred by such  Lender as a result of any failure of the  Borrower to
fulfill on or before the date  specified  in such Notice of  Borrowing  for such
Borrowing  the  applicable  conditions  set forth in Article III  required to be
fulfilled by the Borrower (which are not otherwise waived),  including,  without
limitation,  any loss, cost or expense  incurred by reason of the liquidation or
reemployment  of  deposits  or other  funds  acquired by such Lender to fund the
Advance to be made by such Lender as part of the Borrowing when such Advance, as
a result of such failure,  is not made on such date but  excluding,  in any such
case, loss of anticipated profits.

     (c) Unless the  Administrative  Agent  shall have  received  notice  from a
Lender prior to a Borrowing Date that such Lender will not make available to the
Administrative  Agent  such  Lender's  ratable  portion of such  Borrowing,  the
Administrative Agent may assume that such Lender has made such portion available
to the Administrative Agent on such Borrowing Date in accordance with clause (a)
of this Section  2.02 and the  Administrative  Agent may, in reliance  upon such
assumption, make available to the Borrower requesting the Borrowing on such date
a corresponding  amount. If and to the extent that such Lender shall not have so
made such ratable portion available to the Administrative Agent, such Lender and
the Borrower severally agree to repay to the  Administrative  Agent forthwith on
demand such  corresponding  amount together with interest thereon,  for each day
from the date such amount is made  available to the Borrower until the date such
amount  is  repaid  to the  Administrative  Agent,  at (i)  in the  case  of the
Borrower,  the interest rate  applicable at such time under Section 2.05 to such
Borrowing  and (ii) in the case of such Lender,  the Federal Funds Rate. If such
Lender shall repay to the Administrative  Agent such corresponding  amount, such
amount so repaid shall constitute such Lender's Advance as part of the Borrowing
for purposes of this Agreement.


                                       17
<PAGE>

     (d) The  failure  of any Lender to make an Advance to be made by it as part
of a Borrowing  shall not relieve any other  Lender of its  obligation,  if any,
hereunder  to make its  Advance  on the  Borrowing  Date  with  respect  to such
Borrowing,  but no Lender  shall be  responsible  for the  failure  of any other
Lender to make an  Advance  to be made by such  other  Lender on such  Borrowing
Date.

         SECTION 2.03  Notes.

     (a) Each Lender  will  maintain in  accordance  with its usual  practice an
account or accounts  evidencing the  indebtedness of the Borrower to such Lender
as a result of the Advances of such Lender,  including the amounts of principal,
interest  and other  amounts  payable  and paid to such Lender from time to time
under this Agreement and the Notes.  The entries made by each Lender pursuant to
the foregoing  sentence shall  constitute  prima facie evidence of the existence
and amounts of the Advances and other Obligations  therein  recorded;  provided,
however, that the failure of any Lender to maintain such account or accounts, or
any error  therein,  shall  not in any  manner  affect  the  obligations  of the
Borrower to repay or pay the  Advances  made by such  Lender,  accrued  interest
thereon and the other  Obligations  of the Borrower to such Lender  hereunder in
accordance with the terms of this Agreement and the other Loan Documents.

     (b) The Borrower's obligation to pay the principal of, and interest on, the
Advances  made by each  Lender  shall be  evidenced  by a  promissory  note duly
executed and delivered by the Borrower,  with blanks appropriately  completed in
conformity  herewith,  substantially  in the form of Exhibit A hereto  (each,  a
"Note," and,  collectively,  the "Notes"). The Note issued to each Lender on the
Borrowing  Date shall (1) be executed by the Borrower  and  "avalado" by each of
the Guarantors, (2) qualify as a pagare under Mexican law, (3) be payable to the
order of such Lender and be dated as of the Borrowing  Date,  (4) be in a stated
principal  amount  equal to the Advance of such  Lender  made on such date,  (5)
provide for repayment of principal as provided in Section 2.04(c),  and (6) bear
interest as provided  in Section  2.05.  Each  Lender  agrees  that,  unless the
principal  of, or interest  on, the  Advances  shall have become due and payable
(whether by acceleration or otherwise) pursuant to this Agreement,  it shall not
(i) make  demand  for  payment  with  respect  to its Note  prior to its  stated
maturity  or (ii)  assign,  convey,  negotiate  or trade  such  Note  except  as
permitted pursuant to Section 9.07.

     (c) Upon  receipt by any Lender of a Note issued in  replacement  of, or in
exchange for, any other Note (the "Original  Note") pursuant to Section 9.07(d),
such Lender shall return the Original Note to the Borrower marked "canceled."

         SECTION 2.04      Prepayments; Payments.

     (a)  Voluntary  Prepayments.  The Borrower may, upon at least five Business
Days' notice to the Administrative Agent stating the proposed date and aggregate
principal  amount of the prepayment,  and, if such notice is given, the Borrower
shall  prepay the  outstanding  principal  amount of the Advances in whole or in
part,  together  with  accrued  interest to the date of such  prepayment  on the
principal amount prepaid; provided,  however, that each partial prepayment shall
be in a minimum  aggregate  principal  amount of  U.S.$5,000,000  or an integral


                                       18
<PAGE>

multiple of U.S.$250,000 in excess thereof and each prepayment  shall be applied
pro rata among the  Advances to the  repayment of the  principal  thereof in the
inverse order of maturity.  Prepayments  of Advances will be without  premium or
penalty;  provided  that  prepayments  not made on the last day of the  Interest
Period shall be subject to Section 2.12.  Any amount  prepaid under this Section
2.04(a) may not be reborrowed.

     (b) Mandatory Prepayments.

     (i) On the last day of the Interest Period ending at least 10 Business Days
after  the  Borrower  or any of the  Non-Guarantor  Subsidiaries  receives  cash
proceeds  from any Asset Sale or series of related  Asset  Sales,  the  Borrower
shall  prepay the  outstanding  principal  of the Advances in an amount equal to
33.33% of the Net Sale Proceeds thereof.

     (ii) In  addition  to any  other  mandatory  prepayments  pursuant  to this
Section  2.04(b),  if at any time  (including  the Borrowing  Date) the Borrower
makes any payment  (voluntary or mandatory) of any Inter-company Debt such that,
after giving  effect to such  payment,  the  aggregate  principal  amount of the
Inter-company  Debt is less  than  U.S.$80,000,000,  then on the last day of the
Interest Period ending at least 10 Business Days after the Borrower shall make a
mandatory  prepayment  of the  Advances and the other  Obligations  in an amount
determined as follows: (A) if, immediately prior to the time of any such payment
of the  Inter-company  Debt, the aggregate  outstanding  principal amount of the
Inter-company Debt exceeds  U.S.$80,000,000,  an amount equal to U.S.$80,000,000
less the principal amount of the  Inter-company  Debt  outstanding  after giving
effect to such payment;  and (B) if,  immediately  prior to the time of any such
payment of the Inter-company Debt, the aggregate outstanding principal amount of
the  Inter-company  Debt is less than  U.S.$80,000,000,  an amount  equal to the
aggregate  outstanding principal amount of the Inter-company Debt at the time of
such payment less the principal  amount of the  Inter-company  Debt  outstanding
after giving  effect to such  payment.  For purposes of  determining  the Dollar
amount of the  Inter-company  Debt prepaid by the Borrower at any given  moment,
the amount prepaid shall be converted into Dollars using the Exchange Rate.

     (iii) Any  prepayment  shall be applied pro rata among the  Advances to the
repayment of the principal thereof in the inverse order of maturity.  Any amount
prepaid under this Section 2.04(b) may not be reborrowed.

     (c) Payments.  The Borrower shall repay to the Administrative Agent for the
ratable  account of the Lenders,  and there shall become due and payable on each
of the dates listed below,  an aggregate  principal  amount of Advances equal to
the percentage set forth opposite such date of the initial  aggregate  principal
amount of Advances made on the Borrowing Date:

                                                         Amount of
         Repayment Date                              Scheduled Repayment

                  The date which is 12 months
         following the Borrowing Date:                      10%


                                       19
<PAGE>

                  The date which is 18 months
         following the Borrowing Date:                      20%
                  The date which is 24 months
         following the Borrowing Date:                      20%
                  The date which is 30 months
         following the Borrowing Date:                      25%
                  The date which is 36 months
         following the Borrowing Date:                      25%

     Without  limitation of the foregoing,  any principal amount of the Advances
then outstanding shall be repaid on the Maturity Date.

         SECTION 2.05  Interest.

     (a)  Scheduled  Interest.  The  Borrower  shall pay  interest on the unpaid
principal  amount of each  Advance  owing to each  Lender  from the date of such
Advance until such  principal  amount shall be paid in full, at a rate per annum
which shall, during each Interest Period applicable thereto, be equal to the sum
of (i) the  Eurodollar  Rate for such Interest  Period plus (ii) the  Applicable
Margin,  payable in arrears on the last day of such Interest  Period (or, in the
case of an Interest  Period in excess of three months,  on the date occurring at
three month intervals after the first day of such Interest  Period),  and on the
date  of  any  payment  or  prepayment  of  such  principal  amount  and  on the
Termination Date.

     (b) Default Interest. Upon the occurrence and during the continuance of any
Event of Default and provided that the Notes, all interest thereon and all other
amounts  payable  under this  Agreement and the other Loan  Documents  have been
declared  due and  payable  pursuant to Section  6.01,  the  Borrower  shall pay
interest  on (i) the  unpaid  principal  amount  of each  Advance  owing to each
Lender,  and (ii) to the fullest  extent  permitted by law, the unpaid amount of
all interest,  fees and other amounts  payable under the Loan  Documents that is
not paid when due, in each case,  payable on demand,  from the date such amounts
shall be due until such amounts shall be paid in full, at a rate per annum equal
at all times to 2.0% per annum  above the rate per annum  required to be paid on
Advances outstanding at the time pursuant to clause (a) above.

         SECTION 2.06  Continuations, Interest Rate Determination.

     (a) At the time the  Borrower  gives the Notice of  Borrowing in respect of
the making of any Advance (in the case of the initial Interest Period applicable
thereto) or on the third  Business  Day prior to the  expiration  of an Interest
Period  applicable  to such  Advance  (in the  case of any  subsequent  Interest
Period),   the  Borrower   shall  have  the  right  to  elect,   by  giving  the
Administrative  Agent notice  thereof,  the Interest  Period  applicable to such
Advance.

     (b) Failing receipt by the Administrative Agent of any notice in accordance
with clause (a) above, the Borrower shall be conclusively deemed to have elected
an Interest Period of three months.


                                       20
<PAGE>

     (c) The  Administrative  Agent shall give prompt notice to the Borrower and
the Lenders of the  applicable  interest rate  determined by the  Administrative
Agent for purposes of Section 2.05(a) or (b).

     SECTION 2.07 Fees. The Borrower agrees to pay to the  Administrative  Agent
and the Lead Arranger such fees as have been agreed to in writing (such writing,
the "Fee Letter") between the Borrower,  the  Administrative  Agent and the Lead
Arranger.

         SECTION 2.08  Increased Costs, Etc.

     (a) If,  due to either (i) the  introduction  of or any change in or in the
official  interpretation  of any law or  regulation,  in each case that  becomes
effective  or is made after the date  hereof,  or (ii) the  compliance  with any
guideline or request from any central bank or other Governmental  Authority that
becomes  effective or is made after the date of this  Agreement  (whether or not
having the force of law),  there shall be any increase in the cost to any Lender
of agreeing to make or of making,  funding or maintaining  Advances  (excluding,
for purposes of this Section 2.08, any such increased  costs  resulting from (A)
Taxes (as to which  Section  2.10 shall  govern) and (B) changes in the basis of
taxation of overall net income or overall  gross income by the United  States or
by the  foreign  jurisdiction  or state  under the laws of which such  Lender is
organized or has its Lending Office or any political subdivision thereof),  then
the  Borrower  shall from time to time,  within 10 Business  Days after  written
demand  by such  Lender  setting  forth  in  reasonable  detail  the  basis  for
calculating  such increased cost owed to such Lender (with a copy of such demand
to the Administrative Agent), pay to the Administrative Agent for the account of
such Lender  additional  amounts  sufficient to compensate  such Lender for such
increased  cost;  provided,  that the Borrower shall not be liable in respect of
any such  increased  cost if such Lender  became aware and failed to endeavor to
notify the Borrower, within 30 days of the date such Lender became aware of such
increased cost, in accordance  with the preceding  sentence if and to the extent
that such  notice  would  have  avoided  or  lessened  payment  by the  Borrower
hereunder  relating  to such  period.  A  certificate  as to the  amount of such
increased cost, submitted to the Borrower by such Lender, shall constitute prima
facie  evidence of any such  amounts  payable  pursuant to this  clause,  absent
manifest error.

     (b) If any Lender  determines  reasonably and in good faith that compliance
with any law or  regulation or any guideline or request from any central bank or
other  Governmental  Authority  (whether  or not  having  the force of law) that
becomes  effective or is made after the date hereof  affects or would affect the
amount of capital  required or expected to be  maintained  by such Lender or any
corporation  controlling  such  Lender  and that the  amount of such  capital is
increased by or based upon the  existence of such  Lender's  commitment  to lend
hereunder,  then, within 10 Business Days after written demand by such Lender or
such corporation (with a copy of such demand to the  Administrative  Agent), the
Borrower shall pay to the  Administrative  Agent for the account of such Lender,
from time to time as specified by such Lender,  additional amounts sufficient to
compensate  such Lender in the light of such  circumstances,  to the extent that
such Lender  reasonably  determines  such increase in capital to be allocable to
the  existence of such  Lender's  commitment  to lend  hereunder.  A certificate
setting forth in reasonable  detail the basis of calculation of such  additional
amounts  submitted to the Borrower by such Lender shall  constitute  prima facie
evidence of any such amounts  payable  pursuant to this clause,  absent manifest
error.


                                       21
<PAGE>

     (c) If,  with  respect to any  Advance,  the  Required  Lenders  notify the
Administrative  Agent that the Eurodollar  Rate for any Interest Period for such
Advance will not adequately reflect the cost to such Lenders of making,  funding
or maintaining their Advance for such Interest Period, the Administrative  Agent
shall forthwith so notify the Borrower and the Lenders,  whereupon (i) each such
Advance will automatically, on the last day of the then-existing Interest Period
therefor,  bear  interest at the Federal  Funds Rate in effect from time to time
during each succeeding Interest Period, plus the Applicable Margin, and (ii) the
obligation  of the  Lenders  to make  Advances  shall  be  suspended  until  the
Administrative Agent shall notify the Borrower that such Lenders have determined
that the circumstances causing such suspension no longer exist.

     (d)  Notwithstanding  any  other  provision  of  this  Agreement,   if  the
introduction  of or  any  change  in or in  the  interpretation  of  any  law or
regulation  shall make it unlawful,  or any central  bank or other  Governmental
Authority shall assert that it is unlawful, for any Lender or its Lending Office
to perform its obligations  hereunder to make Eurodollar Advances or to continue
to fund or maintain the Eurodollar Advances  hereunder,  then, on notice thereof
and demand  therefor by such Lender to the Borrower  through the  Administrative
Agent, (i) each Eurodollar Advance of such Lender will automatically,  upon such
demand,  at the end of the  current  Interest  Period  therefor  (or  sooner  if
required by law), bear interest at the Federal Funds Rate in effect from time to
time during each succeeding  Interest Period,  plus the Applicable  Margin,  and
(ii)  the  obligation  of such  Lender  to make  Eurodollar  Advances  shall  be
suspended  until the  Administrative  Agent shall notify the Borrower  that such
Lender has determined that the  circumstances  causing such suspension no longer
exist.  The  Borrower  may  elect to  terminate  such  Lender as a party to this
Agreement in accordance with Section 2.08(f).

     (e) Without affecting any of its rights under the Loan Documents,  prior to
making any claim for increased  costs under this Section 2.08 or for  additional
amounts  under  Section  2.10,  each  Lender  agrees to use  reasonable  efforts
(consistent  with its internal policy and legal and regulatory  restrictions) to
designate a different Lending Office if the making of such a designation  would,
(i) in the case of clauses (a) and (b) above or pursuant to Section 2.10,  avoid
the need for,  or reduce  the  amount  of,  additional  amounts to be paid under
Section 2.10 or the relevant  increased  costs or (ii) in the case of clause (d)
above, allow such Lender to continue to perform its obligations to make Advances
or to continue to fund or maintain  Advances and would not, in either  case,  in
the sole judgment of such Lender, be otherwise disadvantageous to such Lender.

     (f) If the  Borrower  becomes  obligated to pay  additional  amounts to any
Lender  pursuant to this  Section  2.08 or Section  2.10 of this  Agreement as a
result  of any  condition  described  in such  Sections  which is not  generally
applicable  to all  Lenders,  then,  unless the Lender to which such  conditions
apply has  theretofore  taken steps to remove or cure, and has removed or cured,
the  conditions  creating the cause for such  obligation to pay such  additional
amounts,  the  Borrower  may, so long as no Default  shall have  occurred and be
continuing, designate another lender which is willing to purchase all rights and
obligations of such Lender and which is acceptable to the  Administrative  Agent
(such lender being herein  called a  "Replacement  Lender") to purchase for cash
all of the rights and obligations of such Lender under this Agreement and assume
all of such Lender's rights and obligations  hereunder,  without  recourse to or
warranty  (other than title) by, or expense to, such Lender for a purchase price


                                       22
<PAGE>

equal to the outstanding principal amount of the Advances payable to such Lender
plus any accrued but unpaid interest on such Advances,  expense  reimbursements,
fees (including,  without limitation,  the assignment fee under Section 9.07(a))
and  indemnities  and other amounts in respect of that Lender's  Commitment  and
Advances  hereunder.  Such Lender shall  consummate such sale in accordance with
the assignment provisions of Section 9.07 as promptly as reasonably practicable.

     (g) If the  Borrower  becomes  obligated to pay  additional  amounts to any
Lender  pursuant to this  Section  2.08 or Section  2.10 of this  Agreement as a
result of any  condition  described  in such  Sections,  the  Borrower  shall be
entitled to prepay the  Advances of any Lender  affected by such  conditions  by
providing five Business Days prior written notice to the Administrative Agent of
such prepayment  (which  prepayment  shall occur not more than 20 days after the
date of such notice); provided, that, if more than one Lender is affected at any
time,  then the Advances of such  Lenders  must be treated the same  pursuant to
this Section 2.08. On the date of any such  prepayment,  the Borrower  shall pay
the  principal  amount of the  Advance to be  prepaid,  together  with  interest
accrued thereon to the date of prepayment,  all other amounts due hereunder and,
subject to breakage costs pursuant to Section 2.12. If the Borrower  prepays the
Advances of any Lender in accordance  with this Section 2.08,  the Commitment of
the Lender so prepaid shall terminate.

         SECTION 2.09  Payments and Computations.

     (a) The Borrower shall make each payment  hereunder and under the Notes not
later than 11:00 A.M. (New York City time) on the day when due in Dollars to the
Administrative  Agent at the  Administrative  Agent's Account in same day funds.
The Administrative  Agent will promptly  thereafter cause to be distributed like
funds relating to the payment of principal, interest or fees ratably (other than
amounts  payable  pursuant  to Section  2.08(a),  2.08(b),  2.10 or 2.12) to the
Lenders for the account of their Lending Offices, and like funds relating to the
payment of any other amount payable to any Lender to such Lender for the account
of its Lending  Office,  in each case to be applied in accordance with the terms
of this  Agreement.  Upon its  acceptance of an Assignment  and  Acceptance  and
recording  of the  information  contained  therein in the  Register  pursuant to
Section  9.07(d),  from and  after the  effective  date of such  Assignment  and
Acceptance, the Administrative Agent shall make all payments hereunder and under
the Notes in respect of the  interest  assigned  thereby to the Lender  assignee
thereunder,  and the parties to such  Assignment and  Acceptance  shall make all
appropriate  adjustments  in such payments for periods  prior to such  effective
date directly between themselves.

     (b) If the  Administrative  Agent  receives  funds for  application  to the
Obligations  under the Loan  Documents  under  circumstances  for which the Loan
Documents  do not specify the  Advances to which,  or the manner in which,  such
funds are to be applied, the Administrative Agent shall distribute such funds to
each Lender ratably in accordance with such Lender's proportionate shares of the
principal amount of all outstanding Advances, in repayment or prepayment of such
of the  outstanding  Advances  or other  Obligations  owed to such Lender as the
Administrative Agent shall direct.


                                       23
<PAGE>

     (c) All  computations  of  interest  based  on the  Eurodollar  Rate or the
Federal Funds Rate shall be made by the  Administrative  Agent on the basis of a
year of 360 days,  in each case for the  actual  number of days  (including  the
first day but  excluding  the last day)  occurring  in the period for which such
interest or fees are payable.  Each determination by the Administrative Agent of
an  interest  rate or fee  hereunder  shall be  conclusive  and  binding for all
purposes, absent manifest error.

     (d) Whenever any payment hereunder or under the Notes shall be stated to be
due on a day other than a Business  Day,  such payment shall be made on the next
succeeding  Business  Day, and such  extension of time shall,  in such case,  be
included in the computation of payment of interest;  provided, however, that, if
such extension would cause payment of interest on or principal of Advances to be
made in the next  following  calendar  month,  such payment shall be made on the
next preceding Business Day.

     (e) Unless the  Administrative  Agent shall have  received  notice from the
Borrower  prior to the date on which any payment is due to any Lender  hereunder
that the Borrower will not make such payment in full, the  Administrative  Agent
may assume that the Borrower has made such payment in full to the Administrative
Agent on such date and the  Administrative  Agent  may,  in  reliance  upon such
assumption,  cause to be  distributed  to each  such  Lender on such due date an
amount  equal to the amount  then due to such  Lender.  If and to the extent the
Borrower  shall  not have so made  such  payment  in full to the  Administrative
Agent,  each such Lender shall repay to the  Administrative  Agent  forthwith on
demand such amount  distributed to such Lender  together with interest  thereon,
for each day from the date such amount is  distributed  to such Lender until the
date such Lender repays such amount to the Administrative  Agent, at the Federal
Funds Rate.

     (f) The  Borrower  shall make all  payments  hereunder  and under the Notes
regardless of any defense or counterclaim,  including,  without limitation,  any
defense  or  counterclaim  based  on any  law,  rule or  policy  which is now or
hereafter promulgated by any Governmental Authority or regulatory body and which
may  adversely  affect the  Borrower's  obligation  to make, or the right of the
holder of any Note to receive, such payments.

         SECTION 2.10  Taxes.

     (a) Any and all  payments  by the  Borrower  to or for the  account  of any
Lender, the Lead Arranger or the Administrative Agent hereunder,  under any Note
or under any other Loan Document,  of any nature  whatsoever,  shall be made, in
accordance  with Section 2.09,  without  withholding or deduction for any Taxes;
provided  that,  if the Borrower  shall be required by law to withhold or deduct
any Taxes from any such  payments,  (i) the sum payable  shall be  increased  as
necessary  so  that  after  making  all  required   withholdings  or  deductions
(including  withholdings  or deductions  applicable  to additional  sums payable
under this Section 2.10) such Lender,  the Lead  Arranger or the  Administrative
Agent,  as the case may be,  receives  an amount  equal to the sum it would have
received had no such  withholdings  or deductions  been made,  (ii) the Borrower
shall make such  withholdings  or  deductions,  (iii) the Borrower shall pay the
full amount  withheld or deducted to the  relevant  taxation  authority or other
authority in accordance  with applicable law and (iv) the Borrower shall furnish
to the  Administrative  Agent  the  original  or a  certified  copy of a receipt
evidencing payment within 60 days after payment thereof.


                                       24
<PAGE>

     (b) The Borrower agrees to indemnify each Lender, the Lead Arranger and the
Administrative  Agent for the full amount of Taxes  (including any Taxes imposed
on amounts  payable  under this  Section  2.10)  paid by such  Lender,  the Lead
Arranger or the  Administrative  Agent (as the case may be) and any  interest or
penalties in respect thereof.  This indemnification shall be paid within 30 days
after such Lender,  the Lead Arranger or the  Administrative  Agent (as the case
may be) makes written demand therefor.

     (c) Each Lender,  other than EDC,  represents  and warrants to the Borrower
that on and as of the date  hereof  such Lender  either (i) is  registered  as a
Registered  Bank, and is a resident (or its principal  office is a resident,  if
such  Lender's  Lending  Office is a branch or  agency of such  Lender)  for tax
purposes  in a  jurisdiction  with  which  Mexico has in effect a treaty for the
avoidance of double  taxation or (ii) is a Mexican Bank.  The Borrower shall not
be required to pay  additional  amounts or indemnify any Lender under clause (a)
or (b) above for any Taxes to the  extent  that such  Taxes  would not have been
imposed but for the untruth on the date hereof of the foregoing representation.

     (d) Each Lender (other than EDC), the Lead Arranger and the  Administrative
Agent agrees to use  reasonable  efforts  (consistent  with legal and regulatory
restrictions  and subject to overall  policy  considerations  of such Lender) to
comply with any  certification,  identification,  information,  documentation or
other reporting  requirement as is required by Mexico or applicable in Mexico of
which it becomes aware in order to obtain an exemption from, or reduced rate of,
deduction,  payment  or  withholding  of Taxes to which  such  Lender,  the Lead
Arranger or the  Administrative  Agent is entitled pursuant to an applicable tax
treaty or the laws of Mexico.  Upon the written  request of the  Borrower,  each
Lender  (other than EDC),  the Lead Arranger and the  Administrative  Agent will
promptly   provide  to  the  Borrower  such  form,   certification   or  similar
documentation (each duly completed,  accurate and signed) as may currently or in
the future be  applicable  in Mexico or any other  jurisdiction  or comply  with
other  reasonable  requirements  as may in the future be applicable in Mexico or
any other  jurisdiction,  in order to obtain an exemption  from, or reduced rate
of,  deduction,  payment or withholding of Taxes to which such Lender,  the Lead
Arranger or the  Administrative  Agent is entitled pursuant to an applicable tax
treaty or the laws of the relevant jurisdiction; provided, however, that nothing
in this Section  2.10(d)  shall  require a Lender to disclose  any  confidential
information   (including,   without   limitation,   its  tax   returns   or  its
calculations).  The Borrower shall not be required to pay additional  amounts to
or indemnify  any Lender,  the Lead Arranger or the  Administrative  Agent under
clause  (a) or (b) for any Taxes to the extent  such Taxes  would not be imposed
solely as the result of the  failure by such  Lender,  the Lead  Arranger or the
Administrative  Agent, as the case may be, to comply with the provisions of this
clause (d) within a reasonable  period of time following its actual knowledge of
any such requirement.

     (e) If the  Borrower  pays any  additional  amount  to or  indemnifies  any
Lender,  the Lead Arranger or the  Administrative  Agent under this Section 2.10
and such Lender, the Lead Arranger or the Administrative  Agent, as the case may
be,  receives a refund from the applicable  jurisdiction  of Taxes for which the
Borrower so paid to or  indemnified  such  Person,  such Person shall pay to the
Borrower,  within 60 days  after  receipt  of such  refund,  the  amount of such
refund. Any Lender, the Lead Arranger or the Administrative  Agent shall claim a
refund  of any  amounts  for which it was so  indemnified  if  requested  by the
Borrower in writing, unless such Lender, the Lead Arranger or the Administrative
Agent, as the case may be, reasonably determines, in good faith, that the making
of  such  claim  would  be  disadvantageous  to it.  If the  Borrower  pays  any
additional  amount  to or  indemnifies  any  Lender,  the Lead  Arranger  or the
Administrative  Agent under this Section 2.10 and such Lender, the Lead Arranger
or the  Administrative  Agent,  as the case may be, is able to utilize a foreign


                                       25
<PAGE>

tax credit  against its tax  liability in or with respect to the amounts so paid
by the  Borrower,  such Person shall pay to the  Borrower,  within 60 days after
receipt of such  credit,  an amount that such Person  shall,  in its  reasonable
discretion, determine is equal to the net benefit, after tax, which was obtained
by such  Person  in such  year as a  consequence  of such  foreign  tax  credit;
provided,  however,  that (i) such  payment  shall not be made to the  extent it
would leave such Lender,  the Lead Arranger or the  Administrative  Agent, after
such payment,  in a worse  position than that in which it would have been if the
Borrower had not been required to pay additional  amounts;  and (ii) any Lender,
the Lead Arranger or the  Administrative  Agent may determine in its  reasonable
discretion consistent with the policies of such Lender, the Lead Arranger or the
Administrative  Agent whether to seek a foreign tax credit.  Notwithstanding the
foregoing,  (i) if any Lender, the Lead Arranger or the Administrative  Agent is
required  to repay  the  applicable  jurisdiction  all or part of a refund  with
respect to which it has made a payment to the Borrower  pursuant to this Section
2.10 or determines that it was not entitled to the foreign tax credit claimed to
the full extent of any payment  made by it pursuant to this  paragraph  (e), the
Borrower  shall,  within 30 days upon written  demand of such  Lender,  the Lead
Arranger or the Administrative Agent, repay to such Lender, the Lead Arranger or
the  Administrative  Agent the amount of such  overpayment,  and (ii) nothing in
this  Section  2.10  shall   require  a  Lender,   the  Lead   Arranger  or  the
Administrative  Agent to disclose any  confidential  information to the Borrower
(including, without limitation, its tax returns or calculations).

     (f) EDC  represents  and  warrants  to the  Borrower  that,  as of the date
hereof,  the head office of EDC is in Ottawa,  Canada,  formerly  named  "Export
Development  Corporation" as referred to in Article 11 of the Convention Between
the Government of Canada and the Government of the United Mexican States for the
Avoidance of Double  Taxation and the  Prevention of Fiscal Evasion with Respect
to Taxes on Income.  If EDC claims any additional  amounts  payable  pursuant to
this Section 2.10,  which are in excess of the tax imposed at the lowest rate of
withholding  that would be otherwise  applicable to the Registered  Banks (other
than the Mexican Banks), then the Borrower may, at its option (without prejudice
to Section 2.10(c), (i) designate an Eligible Assignee (which shall be an entity
reasonably   satisfactory  to  the  Administrative  Agent)  to  replace  EDC  in
accordance with Section 9.07,  which Eligible  Assignee shall pay or cause to be
paid to EDC the outstanding  principal  amount of EDC's aggregate  Advances plus
accrued  interest  thereon  plus other  Obligations  of the  Borrower  to EDC in
accordance with the terms of this Agreement and the other Loan Documents or (ii)
subject  to giving  five  Business  Days'  notice to the  Administrative  Agent,
without  penalty or premium but subject to Section  2.12,  prepay the  principal
amount of EDC's Advance,  together with accrued  interest  thereon and all other
amounts payable to EDC hereunder;  and in the case of designation of an Eligible
Assignee,  EDC and such Eligible  Assignee  shall deliver to the  Administrative
Agent and the Borrower an Assignment and Acceptance in substantially the form of
Exhibit F hereto  whereby such Eligible  Assignee shall agree to be bound by the
terms hereof,  provided  however,  that the failure of EDC to execute or deliver
such Assignment and Acceptance shall not render such assignment invalid and such
assignment  shall be  deemed  effective  as of the date on which  such  Eligible
Assignee  pays or causes to be paid to EDC the amounts  specified  in clause (i)
above.


                                       26
<PAGE>

     SECTION  211  Sharing of  Payments,  Etc.  If any Lender  shall  obtain any
payment (whether  voluntary,  involuntary,  through the exercise of any right of
set-off,  or  otherwise)  on  account  of the  Advance  owing to it (other  than
pursuant  to Section  2.08(a),  2.08(b),  2.10 or 2.12) in excess of its ratable
share of payments on account of the Advances  obtained by all the Lenders,  such
Lender shall forthwith  purchase from the other Lenders such  participations  in
the Advances owing to them as shall be necessary to cause such purchasing Lender
to share the excess payment ratably with each of them; provided,  however,  that
if all or any portion of such excess  payment is thereafter  recovered from such
purchasing  Lender,  the purchase  from such Lender shall be rescinded  and such
Lender shall repay to the purchasing  Lender the purchase price to the extent of
such Lender's  ratable  share of such recovery  together with an amount equal to
such Lender's  ratable share  (according to the  proportion of (i) the amount of
such Lender's required  repayment to (ii) the total amount so recovered from the
purchasing  Lender)  of any  interest  or other  amount  paid or  payable by the
purchasing  Lender in respect of the total  amount so  recovered.  The  Borrower
agrees  that any  Lender so  purchasing  a  participation  from  another  Lender
pursuant to this Section may, to the fullest extent  permitted by law,  exercise
all its rights of payment  (including the right of set-off) with respect to such
participation  as  fully  as if such  Lender  were the  direct  creditor  of the
Borrower in the amount of such participation.

     SECTION 2.12 Funding Losses.  In the event any Lender shall incur any loss,
cost, or expense (including any loss, cost, or expense incurred by reason of the
liquidation or  reemployment  of deposits or other funds acquired by such Lender
to make,  continue,  or  maintain  any  portion of the  principal  amount of any
Advance),  but excluding any loss of any margin above the Eurodollar  Rate, as a
result of:

     (a) any repayment or prepayment of the principal  amount of any Advances on
a date other  than the  scheduled  last day of the  Interest  Period  applicable
thereto;

     (b) any Advances not being made in accordance  with the Notice of Borrowing
therefor; or

     (c) any Advances not being continued for the Interest  Period  specified in
accordance with the relevant notice therefor;

then,  upon the written  notice of such Lender to the Borrower (with a copy
to the Administrative  Agent), the Borrower shall,  within five Business Days of
its receipt  thereof,  pay  directly to such Lender (for its own  account)  such
amount as will reimburse such Lender for the loss, cost or expense  sustained by
such Lender attributable to such event. Such written notice (which shall include
all calculations in reasonable  detail) shall, in the absence of manifest error,
be conclusive and binding on the Borrower.

     SECTION  2.13  Use of  Proceeds.  The  proceeds  of the  Advances  shall be
available (and the Borrower agrees that it shall use such proceeds) to refinance
existing Debt of the Borrower and to pay transaction fees and expenses  incurred
in connection with this Agreement.

                                       27
<PAGE>

                                   ARTICLE III

                              CONDITIONS OF LENDING

     SECTION 3.01 Conditions Precedent to the Borrowing.  The obligation of each
Lender to make its Advance on the Borrowing Date is subject to the effectiveness
of this Agreement pursuant to Section 9.06, and to satisfaction or waiver of the
conditions   precedent   set  forth  below  (each   document   received  by  the
Administrative  Agent and  described  below  shall be dated the  Borrowing  Date
(unless otherwise specified),  and in form and substance reasonably satisfactory
to the Lenders (unless otherwise specified)):

     (a) The  Administrative  Agent  shall have  received  counterparts  of this
Agreement executed by the Borrower,  the Guarantors,  the Administrative  Agent,
the Lead Arranger, the Arrangers, the Documentation Agent, the Syndication Agent
and the Lenders.

     (b) The Administrative Agent shall have received a Notice of Borrowing with
respect  to  the  Advances  to be  made  on  such  Borrowing  Date  meeting  the
requirements of Section 2.02(a).

     (c) The  Administrative  Agent shall have received the duly executed  Notes
for the account of each Lender meeting the requirements of Section 2.03(b).

     (d) The Administrative  Agent shall have received (i) a certificate of each
of the Credit Parties,  substantially in the form of Exhibit C hereto, signed by
a Responsible  Officer of such Credit Party, dated the Borrowing Date certifying
that (A) the  representations  and  warranties of such Credit Party set forth in
Article  IV are true  and  correct  in all  material  respects  on and as of the
Borrowing  Date,  as though  made on and as of the  Borrowing  Date,  and (B) no
Default or Event of Default exists or would result from the  disbursement of the
Advances,  and (ii) a certificate of the Secretary or any Assistant Secretary of
such Credit Party,  substantially in the form of Exhibit D hereto, together with
certified copies of (A) the resolutions of the Board of Directors of such Credit
Party approving such Credit Party's execution,  delivery, and performance of the
Loan  Documents and the  transactions  contemplated  thereby,  (B) all documents
evidencing  other  necessary  corporate  action and consents or approvals of any
Governmental  Authority,  if any,  with  respect to the Loan  Documents  and the
transactions  contemplated  thereby,  (C) the  constitutional  documents of such
Credit  Party,  and (D) the powers of attorney  granted by each Credit  Party in
favor of their  respective  representative(s)  for the execution and delivery of
the Loan Documents as provided herein.

     (e) The Administrative  Agent shall have received (i) an opinion of Cleary,
Gottlieb,  Steen & Hamilton,  special New York  counsel for the Credit  Parties,
substantially  in the form of Exhibit E-1 hereto and as to such other matters as
any Lender through the  Administrative  Agent may reasonably request and (ii) an
opinion of White & Case LLP,  special  New York  counsel for the Lenders and the
Administrative Agent, substantially in the form of Exhibit E-3.

     (f) The  Administrative  Agent  shall  have  received  an  opinion of David
Gonzalez Vessi, Mexican counsel to the Credit Parties, substantially in the form
of Exhibit  E-2 hereto and as to such other  matters as any Lender  through  the


                                       28
<PAGE>

Administrative Agent may reasonably request.

     (g) Each of the Borrower and the Subordinated  Creditor shall have executed
and  delivered  to  the   Administrative   Agent  the  Subordination   Agreement
substantially  in the form of Exhibit G (as  modified,  supplemented  or amended
from time to time, the "Subordination Agreement").

     (h) The  Administrative  Agent shall have received (i) a letter in form and
substance satisfactory to the Administrative Agent confirming the appointment of
CT Corporation System as Process Agent for each of the Credit Parties,  and (ii)
a duly executed and notarized  power of attorney in the form attached  hereto as
Exhibit H.

     (i) As of the Borrowing  Date (and after giving  effect  thereto) (i) there
shall  exist no  Default or Event of Default  and (ii) all  representations  and
warranties  contained  herein and in the other Loan Documents  shall be true and
correct in all material respects.

     (j) The Borrower shall have paid all accrued fees and invoiced  expenses of
the Administrative Agent and the Lead Arranger (including any such fees as shall
have  been  agreed  to  pursuant   to  the  Fee  Letter)  and   reimbursed   the
Administrative  Agent and the Lead  Arranger  for all  reasonable  out-of-pocket
expenses incurred in accordance with Section 9.04(a)(i).

     (k) There  shall  not have  occurred  any  material  adverse  change in any
country in which any Credit Party or any of its respective Subsidiaries operate,
or in  the  international  loan  syndication  or  financial  or  capital  market
conditions generally from those in effect on the date hereof.

     (l) Since  December  31, 2001,  there shall not have  occurred any material
adverse change in the condition  (financial or otherwise),  operations,  assets,
liabilities  or prospects  of the Borrower or the Borrower and its  Subsidiaries
taken as a whole.

     (m) No litigation, action, suit, investigation,  claim or proceeding by any
Governmental Authority or any Person shall be pending or threatened with respect
to (i) this  Agreement,  (ii) any other Loan  Document,  (iii) the  transactions
contemplated  hereby or thereby, or (iv) any agreement to which any Credit Party
or any of its  respective  Subsidiaries  is a party  which could  reasonably  be
expected to have a Material Adverse Effect.

     (n) The Administrative  Agent shall have received the consolidated  audited
financial  statements  of the Borrower and the audited  financial  statements of
each of the  Guarantors as of December 31, 2001 and the  consolidated  unaudited
interim  financial  statements of the Borrower and each Guarantor for the fiscal
quarter ending September 30, 2002.

     (o)  All  Governmental  Approvals  required  in  connection  with  (i)  the
execution,  delivery and  performance of each of the Loan Documents and (ii) the
legality,  validity,  binding effect and enforceability of any and all such Loan
Documents, shall have been obtained.


                                       29
<PAGE>

     (p) Each of the  Guarantors  shall have placed its guaranty  ("aval")  upon
each of the Notes.

     (q) The Administrative  Agent shall have received such other  certificates,
documents and opinions of counsel as any Lender through the Administrative Agent
may reasonably request.

All of the Notes,  certificates,  legal  opinions and other  documents  and
papers referred to in this Section 3.01,  unless otherwise  specified,  shall be
delivered  to the  Administrative  Agent for the  account of each of the Lenders
and, except for the Notes, in sufficient  counterparts or copies for each of the
Lenders.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

     Each Credit Party  represents  and warrants to the Lenders as follows as of
the Effective Date and the Borrowing Date:

     SECTION 4.01 Legal Status.  Each Credit Party and each of its  Subsidiaries
(i) is a corporation  duly organized and validly  existing under the laws of its
jurisdiction  of formation,  (ii) is duly qualified as a foreign  corporation in
each  other  jurisdiction  in which it owns or leases  property  or in which the
conduct of its  business  requires it to so qualify or be licensed  except where
failure to so qualify would not have a Material  Adverse  Effect,  and (iii) has
all  requisite  corporate  power and  authority  to own or lease and operate its
properties  and to carry on its business as now  conducted and as proposed to be
conducted  except where the failure to do so would be  reasonably  likely not to
result in a Material Adverse Effect.

     SECTION 4.02 Governmental  Approvals. No authorization or approval or other
action by, and no notice to or filing with,  any  Governmental  Authority or any
other third party is required for (i) the due execution, delivery,  recordation,
filing or  performance  by each Credit Party of any Loan Document to which it is
or is to be a party, or for the  consummation of the  transactions  contemplated
hereby or  thereby,  or (ii) the  exercise  by the  Administrative  Agent or any
Lender of its rights  under any Loan  Document  to which any  Credit  Party is a
party or the remedies provided thereunder.

     SECTION 4.03 No Violation.  The  execution,  delivery and  performance by a
Credit Party of each Loan  Document to which it is or is to be a party,  and the
consummation of the  transactions  contemplated  hereby and thereby,  are within
such Credit Party's corporate powers, have been duly authorized by all necessary
corporate action,  and do not (i) contravene such Credit Party's  constitutional
documents,   (ii)  violate  any  law,  rule,  regulation   (including,   without
limitation,  Regulation X of the Board of Governors of the U.S.  Federal Reserve
System),  order, writ,  judgment,  injunction,  decree,  determination or award,
(iii) conflict with or result in the breach of,  constitute a default under,  or
cause or permit any acceleration of the maturity of, any material contract, loan
agreement, indenture, mortgage, deed of trust, lease or other instrument binding
on or  affecting  such Credit  Party,  any of its  Subsidiaries  or any of their
respective  properties  or assets,  or (iv) result in or require the creation or


                                       30
<PAGE>

imposition  of any Lien upon or with respect to any of the  properties or assets
of such Credit Party or any of its Subsidiaries.  No Credit Party nor any of its
Subsidiaries  is in  violation  of  any  law,  rule,  regulation,  order,  writ,
judgment,  injunction,  decree,  determination or award or in breach of any such
contract,  loan agreement,  indenture,  mortgage,  deed of trust, lease or other
instrument,  the  violation  or breach of which  would be  reasonably  likely to
result in a Material Adverse Effect.

     SECTION  4.04  Litigation.   There  is  no  action,  suit,   investigation,
litigation or proceeding  affecting such Credit Party or any of its Subsidiaries
(and, with respect to unasserted  claims, to the knowledge of such Credit Party)
(including,  but not limited to, any Environmental Action) pending or threatened
before any court,  Governmental  Authority or  arbitrator  that (i) if adversely
determined, would be reasonably likely to result in a Material Adverse Effect or
(ii) would be reasonably  likely to adversely  affect the legality,  validity or
enforceability  of  this  Agreement,  the  Notes  or  the  consummation  of  the
transactions contemplated hereby or thereby.

     SECTION  4.05  Financial  Statements;   No  Material  Adverse  Change.  The
consolidated   statements  of  financial  condition  of  the  Borrower  and  the
statements of financial  condition of each  Guarantor at December 31, 2001,  and
the related consolidated  statements of income and retained earnings and changes
in financial position of such Persons and their Subsidiaries for the fiscal year
then  ended  and  heretofore  furnished  to the  Lenders  present  fairly in all
material respects the consolidated  financial  condition of the Borrower and its
Subsidiaries  at the date of such  statements  of  financial  condition  and the
consolidated  results of the  operations of such Persons and their  Subsidiaries
for such fiscal year all in accordance with GAAP consistently  applied. All such
financial  statements  have been  prepared  in  accordance  with GAAP and fairly
present,  in all  material  respects,  the  financial  condition  and results of
operations  of such  Persons and their  Subsidiaries.  Since  December 31, 2001,
there has been no material adverse change in the business, operations, property,
assets,  condition (financial or otherwise) or prospects of such Credit Party or
of such Credit Party and its Subsidiaries taken as a whole.

     SECTION  4.06 Tax Returns and  Payments.  Each Credit Party and each of its
Subsidiaries  has filed all tax returns  required to be filed by such Person and
has paid all taxes  payable by it which have  become  due  pursuant  to such tax
returns and all other  material taxes and  assessments  payable by it which have
become due, other than those not yet  delinquent and except for those  contested
in good faith and for which adequate reserves have been established.

     SECTION 4.07 Power and  Authority.  This  Agreement has been, and each Loan
Document  to  which  such  Credit  Party is or is to be a party  when  delivered
hereunder will have been, duly executed and delivered by such Credit Party. This
Agreement  is, and each other Loan  Document to which such Credit Party is or is
to be a party when  delivered  hereunder  will be, the legal,  valid and binding
obligation of such Credit Party,  enforceable  against such Person in accordance
with its terms, subject to applicable bankruptcy, insolvency, reorganization and
similar laws affecting creditors generally and general principles of equity.

     SECTION  4.08  Compliance  with  Laws.  Such  Credit  Party and each of its
Subsidiaries is in compliance in all material respects with all applicable laws,
rules,  regulations and orders,  except where the failure to so comply would not
be reasonably likely to result in a Material Adverse Effect.



                                       31
<PAGE>

     SECTION  4.09  Compliance  with  Environmental  Laws.  The  operations  and
properties  of such  Credit  Party  and each of its  Subsidiaries  comply in all
material  respects with all  Environmental  Laws,  all  necessary  Environmental
Permits have been obtained and are in effect for the  operations  and properties
of  such  Credit  Party  and  its  Subsidiaries,   such  Credit  Party  and  its
Subsidiaries  are  in  compliance  in  all  material   respects  with  all  such
Environmental  Permits,  and to the best  knowledge  of such  Credit  Party,  no
circumstances  exist that could be reasonably likely to (i) form the basis of an
Environmental Action against such Credit Party or any of its Subsidiaries or any
of their  properties that would have a Material Adverse Effect or (ii) cause any
such property to be subject to any restrictions on ownership,  occupancy, use or
transferability  under any  Environmental Law that could have a Material Adverse
Effect.

     SECTION 4.10 Priority of Advances. The Obligations under the Loan Documents
constitute  unconditional,  unsecured and unsubordinated  general obligations of
such Credit Party and rank at least pari passu in priority of payment and in all
other  respects with all other present and future  unsecured and  unsubordinated
Debt of such Credit Party.

     SECTION  4.11  True  and  Complete  Disclosure.   All  written  information
heretofore  or  contemporaneously  herewith  furnished  by or on  behalf of such
Credit  Party  or any of its  Subsidiaries  to the  Administrative  Agent or any
Lender for purposes of or in connection with this Agreement,  the syndication of
the Advances (including,  without limitation, the preparation of any information
memorandum  related  thereto),  the  other  Loan  Documents  or any  transaction
contemplated hereby or thereby is true and accurate in every material respect on
the  date  as of  which  such  information  is  dated  or  certified,  and  such
information,  taken as a whole,  is not  incomplete  by  omitting  to state  any
material fact necessary to make such information not misleading.

     SECTION 4.12  Investment  Company Act;  Public Utility Holding Company Act.
Neither  such Credit  Party nor any of its  Subsidiaries  is (a) an  "investment
company"  as  defined  in, or subject to  regulation  under the U.S.  Investment
Company Act of 1940,  as amended or (b) a "holding  company,"  as defined in, or
subject to regulation  under,  the U.S.  Public Utility  Holding  Company Act of
1935, as amended.

     SECTION  4.13  No  Immunity.  Neither  such  Credit  Party  nor  any of its
properties  or assets has any immunity  from  jurisdiction  of any court or from
set-off or any legal  process  (whether  through  service of notice,  attachment
prior to judgment, attachment in aid of execution, execution or otherwise) under
the laws of any  jurisdiction.  The execution and delivery of the Loan Documents
by the  Borrower  and the other Credit  Parties and the  performance  by them of
their obligations thereunder constitute commercial transactions.

     SECTION  4.14 Use of Proceeds.  The  Borrower  will use the proceeds of the
Advances to refinance  existing Debt of the Borrower and to pay transaction fees
and expenses  incurred in connection with this Agreement.  Neither the making of
any Advance hereunder,  nor the use of the proceeds thereof,  will violate or be
inconsistent  with  the  provisions  of  Regulations  T, U or X of the  Board of
Governors of the U.S. Federal Reserve System and no part of the Advances (or the
proceeds  thereof)  will be used to  purchase  or carry any  Margin  Stock or to
extend credit for the purpose of purchasing or carrying any Margin Stock.


                                       32
<PAGE>

     SECTION  4.15 Debt.  Annex III sets forth a true and  complete  list of all
Debt for borrowed money  (excluding the Advances) of each Credit Party as of the
Borrowing Date and which is to remain outstanding (the "Existing Debt"), in each
case showing the  aggregate  principal  amount  thereof and accrued  interest in
respect  thereof after giving effect to repayments  contemplated to be made with
the  proceeds  of the  Advances,  and the name of any entity  which  directly or
indirectly guaranteed such debt. No default or event of default exists under the
Existing Debt.

     SECTION 4.16 Subsidiaries. On and as of the Borrowing Date, no Credit Party
has any Subsidiaries other than those Subsidiaries  listed on Annex IV. Annex IV
correctly sets forth, as of the Borrowing Date, the percentage ownership (direct
or indirect)  of the Borrower in each class of capital  stock or other equity in
each of its Subsidiaries.

     SECTION 4.17 Fees and  Enforcement.  No fees or taxes,  including,  without
limitation,  stamp, transaction,  registration or similar taxes, are required to
be paid to ensure the legality, validity, or enforceability of this Agreement or
any of the other Loan  Documents.  Under the laws of  Mexico,  the choice of the
laws of the State of New York as set forth in the Loan Documents governed by the
laws of the  State of New York is a valid  choice  of law,  and the  irrevocable
submission  by each  Credit  Party to  jurisdiction  and  consent  to service of
process and appointment by each Credit Party of an agent for service of process,
in each case as set forth in such Loan Documents,  is legal, valid,  binding and
effective.  It is understood and agreed by the Lenders that the  representations
made in this Section 4.17 are subject to the relevant  qualifications  set forth
in the opinion of counsel required to be delivered pursuant to Section 3.01(f).

     SECTION 4.18 Form of Documentation. Each of the Loan Documents is in proper
legal form under the laws of Mexico for the  enforcement  thereof  against  such
Credit Party under such laws.  It is  understood  and agreed by the Lenders that
the  representation  made  in  this  Section  4.18 is  subject  to the  relevant
qualifications  set forth in the  opinion of counsel  required  to be  delivered
pursuant to Section 3.01(f).

         SECTION 4.19  Withholding and Value-Added Taxes.

     (a) All payments of interest under this Agreement,  the Notes and the other
Loan  Documents in respect of the  Obligations  by the Credit Parties to Lenders
(i) having  their  principal  place of business or  residence  in a country with
which Mexico has in effect a treaty or  convention  for the  avoidance of double
taxation, and (ii) (A) which are Registered Banks, are subject to withholding of
Mexican  income tax at an effective  rate of 4.9% (such  effective  rate or such
other rate as may be specified from time to time under  applicable  Mexican law,
the "Reduced  Withholding Rate") or (B) in the case of EDC, at an effective rate
of 0%. The  Borrower is  obligated to pay such  additional  amounts  pursuant to
Section  2.10 as will result in receipt by the Lenders of such  amounts as would
have been received by the Lenders had no such withholding been required.

     (b)  Other  than as set  forth  in this  Section  4.19,  no  other  Mexican
withholding  or other  taxes are  required to be paid in respect of, or deducted
from, any payment required to be made by the Borrower under this Agreement,  the
Notes or any other Loan Document.


                                       33
<PAGE>

                                    ARTICLE V

                         COVENANTS OF THE CREDIT PARTIES

     SECTION 5.01 Affirmative Covenants.  Each Credit Party covenants and agrees
that,  unless the Required  Lenders shall otherwise  consent in writing,  on the
Effective  Date and  thereafter  for so long as any  Obligations  under the Loan
Documents  shall  remain  unpaid,  or  any  Lender  shall  have  any  Commitment
hereunder:

     (a) Compliance  with Laws,  Etc. Except when the failure to do so would not
be reasonably  likely to result in a Material  Adverse Effect,  it shall comply,
and cause each of its Subsidiaries to comply, in all material respects, with all
applicable laws, rules, regulations and orders.

     (b) Payment of Taxes,  Etc.  Except as would not  reasonably be expected to
have a Material  Adverse Effect,  it shall pay and discharge,  and cause each of
its Subsidiaries to pay and discharge,  before the same shall become delinquent,
(i) all taxes, assessments and governmental charges or levies imposed upon it or
upon its property or assets and (ii) all lawful claims that, if unpaid, might by
law become a Lien upon its property;  provided, however, that neither it nor any
of its  Subsidiaries  shall  be  required  to pay or  discharge  any  such  tax,
assessment,  charge or claim that is being contested in good faith and by proper
proceedings  and as to which  appropriate  reserves  are  being  maintained  (if
required by GAAP), unless and until any Lien resulting therefrom attaches to its
property or assets,  becomes  enforceable  against its other creditors and could
reasonably be expected to have a Material Adverse Effect.

     (c)  Preservation  of  Corporate  Existence,  Etc.  It shall  preserve  and
maintain,  and cause each of its  Subsidiaries  to preserve  and  maintain,  its
corporate  existence,  rights (charter and statutory) and franchises;  provided,
however,  that  neither  it nor any of its  Subsidiaries  shall be  required  to
preserve  any right or  franchise,  nor shall it be  required  to  maintain  the
corporate existence of any Subsidiary if the preservation or maintenance thereof
is no longer  desirable  in the conduct of the  business of such Credit Party or
such Subsidiary,  as the case may be, and the failure to preserve any such right
or franchise or maintain the corporate existence of such Subsidiary would not be
reasonably likely to result in a Material Adverse Effect.

     (d) Compliance with  Environmental  Laws.  Except when the failure to do so
would not be reasonably  likely to result in a Material Adverse Effect, it shall
comply,  and cause each of its  Subsidiaries  and,  to the  extent  commercially
practicable, all lessees and other Persons operating or occupying its properties
to  comply,  in  all  material   respects,   with  all  Environmental  Laws  and
Environmental Permits applicable to its operations and properties and obtain and
renew all Environmental Permits necessary for its operations and properties.

     (e)  Maintenance  of Insurance.  It shall  maintain,  and cause each of its
Subsidiaries  to maintain,  insurance with  responsible  insurance  companies or
associations  in such amounts and covering  such risks as is usually  carried by
companies  engaged in similar  businesses and owning  similar  properties in the
same general areas in which such Credit Party or such Subsidiary operates.


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<PAGE>

     (f) Inspection Rights. At any time during regular business hours upon prior
written notice to any Credit Party, it shall permit the Administrative Agent, or
any Lender, or any agents or representatives  thereof, to examine and make notes
with  respect to records and books of account of, and visit the  properties  of,
such  Credit  Party and any of its  Subsidiaries,  and to discuss  the  affairs,
finances and accounts of such Credit Party and any of its Subsidiaries  with any
of their executive  officers or directors and with their  independent  certified
public accountants.

     (g) Keeping of Books. It will, and will cause each of its  Subsidiaries to,
keep proper books of record and account in which full,  true and correct entries
in  conformity  with  GAAP  and all  requirements  of law  shall  be made of all
dealings and transactions in relation to its business and activities.

     (h) Maintenance of Properties, Etc. Except where the failure to do so would
not be  reasonably  likely to  result in a  Material  Adverse  Effect,  it shall
maintain  and  preserve,  and cause each of its  Subsidiaries  to  maintain  and
preserve,  all of its  properties and assets that are material to the conduct of
its  business  in good  working  order  and  condition,  ordinary  wear and tear
excepted.

     (i) Compliance with Terms of Leaseholds.  Except where the failure to do so
would not be reasonably  likely to result in a Material Adverse Effect, it shall
make all payments and otherwise perform in all material respects all obligations
in  respect  of all  material  leases  of real  property  and  cause  all of its
Subsidiaries  to do so,  and,  to the extent  material  to the  business of such
Credit  Party,  keep such  leases in full  force and  effect  and not allow such
leases to lapse or be  terminated or rights to renew such leases to be forfeited
or canceled.

         (j)      Covenant to Guarantee Obligations.

     (i) At any time that any new Material Subsidiary of such Credit Party shall
be formed or acquired, at the expense of such Person, it shall:

     (A) within 30 days after such formation or acquisition, cause such Material
Subsidiary  to duly  execute and deliver to the  Administrative  Agent a joinder
agreement,  substantially in the form of Exhibit I (a "Joinder Agreement"),  and
place its guaranty ("aval") upon each of the Notes; and

     (B) at any time and from time to time, promptly execute and deliver any and
all  further  instruments  and  documents  and  take  all  such  action  as  the
Administrative  Agent  may  reasonably  deem  necessary  in  obtaining  the full
benefits of and preserving the Guaranty.

     (ii) Notwithstanding any other provision of this Agreement, Subsidiaries of
the Borrower  representing not less than 80% of the total  consolidated  assets,
consolidated gross revenues and Consolidated EBITDA of the Borrower shall at all
times have  guaranteed  the  Obligations  of the Borrower  hereunder by becoming
Guarantors in accordance with the provisions of Section 5.01(j)(i).


                                       35
<PAGE>

     SECTION 5.02  Negative  Covenants.  Each Credit Party  covenants and agrees
that,  unless the Required  Lenders shall otherwise  consent in writing,  on the
Effective  Date and  thereafter  for so long as any  Obligation  under  the Loan
Documents shall remain unpaid or any Lender shall have any Commitment hereunder:

     (a) Liens.  It will not,  and will not permit any of its  Subsidiaries  to,
create,  incur,  assume or suffer to exist any Lien upon or with  respect to any
property or assets (real or personal,  tangible or intangible) of such Person or
any of its Subsidiaries,  whether now owned or hereafter acquired, provided that
the  provisions  of  this  Section  5.02(a)  shall  not  prevent  the  creation,
incurrence, assumption or existence of Permitted Liens.

     (b) Mergers,  Etc. It shall not merge with or into or  consolidate  with or
into any Person, or permit any of its Subsidiaries to do so, unless:  (i) either
(a)  such  merger  or  consolidation  is  between  any of  such  Credit  Party's
Subsidiaries  and any of the Borrower's other  Subsidiaries,  (b) a Credit Party
shall be the  continuing  Person in the case of a merger or (c) the resulting or
surviving  Person if other than a Credit Party (the  "Successor  Company") shall
expressly  assume,  by a  written  agreement,  executed  and  delivered  to  the
Administrative  Agent,  in form and  substance  reasonably  satisfactory  to the
Administrative  Agent,  all the  obligations of such Credit Party under the Loan
Documents;  (ii)  immediately  after  giving  effect  to such  transaction  (and
treating any Debt which becomes an  obligation  of the Successor  Company or any
Subsidiary  of such Credit  Party or the  Successor  Company as a result of such
transaction as having been incurred by the Successor  Company or such Subsidiary
at the time of such transaction),  no Default or Event of Default would occur or
be continuing and such Credit Party shall have  delivered to the  Administrative
Agent an officer's  certificate to that effect;  and (iii) except in the case of
any merger or consolidation  under clause (i)(a) above:  such Credit Party shall
have  delivered  to the  Administrative  Agent an officer's  certificate  and an
opinion of counsel,  each  stating  that such  consolidation  or merger and such
written  agreement comply with the Loan Documents and, if such  consolidation or
merger results in a Successor Company,  that such written agreement  constitutes
the legal, valid and binding  obligation of the Successor  Company,  enforceable
against  such  entity  in  accordance  with  its  terms,  subject  to  customary
exceptions.

     (i) Dividends; Payment Restrictions Affecting Subsidiaries.

     (i) From and after the date on which a Default,  of which such Credit Party
becomes aware, or Event of Default has occurred and is continuing and so long as
permitted by applicable law, it will not declare or pay any dividends, or return
any capital,  to its  stockholders or authorize or make any other  distribution,
payment or delivery of property or cash to its  stockholders as such, or redeem,
retire,   purchase  or  otherwise  acquire,   directly  or  indirectly,   for  a
consideration,  any shares of any class of its  capital  stock now or  hereafter
outstanding (or any options or warrants issued by such Credit Party with respect
to its capital stock), or set aside any funds for any of the foregoing purposes,
or permit  any of its  Subsidiaries  to  purchase  or  otherwise  acquire  for a
consideration  any shares of any class of the capital stock of such Credit Party
now or hereafter  outstanding  (or any options or warrants issued by such Credit
Party with respect to its capital  stock),  except that any Credit Party may pay
dividends to the Borrower or any other Credit Party.


                                       36
<PAGE>

     (ii) From and after the date on which a Default, of which such Credit Party
becomes aware, or Event of Default has occurred and is continuing and so long as
permitted  by  applicable  law,  it will not permit any of its  Subsidiaries  to
declare or pay any  dividends,  or return any capital,  to its  stockholders  or
authorize  or make any other  distribution,  payment or  delivery of property or
cash to its  stockholders  as such,  or redeem,  retire,  purchase or  otherwise
acquire, directly or indirectly, for a consideration, any shares of any class of
its  capital  stock now or  hereafter  outstanding  (or any  options or warrants
issued by such Subsidiary  with respect to its capital stock),  or set aside any
funds for any of the foregoing  purposes,  or permit any of its  Subsidiaries to
purchase or otherwise acquire for a consideration any shares of any class of the
capital stock of such Subsidiary now or hereafter outstanding (or any options or
warrants issued by such  Subsidiary  with respect to its capital stock),  except
that any Subsidiary may pay dividends to the Borrower or any other Credit Party.

     (iii) It will not, directly or indirectly,  enter into or permit any of its
Subsidiaries to enter into any agreement or arrangement  limiting the ability of
any of its Subsidiaries to (A) declare or pay dividends or other distribution in
respect of its capital stock (whether through a covenant restricting  dividends,
loans, asset transfers or investments, a financial covenant or otherwise) or (B)
repay or prepay  any Debt  owed to,  make  loans or  advances  to, or  otherwise
transfer assets to or invest in, the Borrower or any Subsidiary of the Borrower,
except as permitted  under the Loan  Documents and which would not be reasonably
likely to result in a Material Adverse Effect.

     (d) Consolidation,  Purchases,  Sale of Assets,  etc. It will not, and will
not permit any of its  Subsidiaries  to,  wind up,  liquidate  or  dissolve  its
affairs or enter into any  transaction  of merger or  consolidation,  or convey,
sell, lease or otherwise  dispose of (or agree to do any of the foregoing at any
future  time) all or more than the lesser of (x) 25% of the Total  Assets or (y)
assets  which  contribute  more  than  10% of  the  Consolidated  EBITDA  in the
preceding fiscal year of the Borrower,  or purchase or otherwise acquire (in one
or a series of related  transactions)  any part of the property or assets (other
than purchases or other  acquisitions  of inventory,  materials and equipment in
the  ordinary  course  of  business)  of  any  Person,  or  permit  any  of  its
Subsidiaries so to do any of the foregoing, except that:

     (i) the  Borrower and its  Subsidiaries  may make sales of inventory in the
ordinary course of business;

     (ii) the  Borrower  and its  Subsidiaries  may, in the  ordinary  course of
business, sell equipment which is uneconomic or obsolete;

     (iii) the Borrower and its  Subsidiaries  may merge or  consolidate  to the
extent permitted under Section 5.02(b);

     (iv) any Subsidiary may sell,  transfer,  lease or otherwise dispose of its
assets to the Borrower or to any Credit Party; and

     (v) any  Subsidiary  of the Borrower may liquidate or dissolve its affairs;
provided, that (i) such liquidation or dissolution will not result in a Material
Adverse Effect, (ii) before and after such liquidation or dissolution (and after
giving pro forma  effect  thereto),  no  Default or Event of Default  shall have


                                       37
<PAGE>

occurred and be  continuing,  and (iii) such  Subsidiary,  which  liquidates  or
dissolves,  shall not have represented or contributed,  as the case may be, more
than 10% of the  total  consolidated  assets,  consolidated  gross  revenues  or
Consolidated  EBITDA of the  Borrower,  as the case may be, all as calculated by
reference to the most recent quarterly financial statements (or annual financial
statements,  as the  case  may  be) of  such  Subsidiary  and  the  most  recent
consolidated  quarterly  financial  statements (or consolidated annual financial
statements,  as the  case  may  be) of the  Borrower  required  to be  delivered
hereunder.

     (e) Change in Nature of Business.  It shall not make,  or permit any of its
Subsidiaries  to make,  any  material  change in the nature  and  conduct of the
business of such Credit Party and its  Subsidiaries as carried on at the date of
this Agreement.

     (f) Limitation on Voluntary  Payments and Modifications of Certain Debt. It
will not, and will not permit any of its Subsidiaries to, (i) make any voluntary
or optional  payment or prepayment on or redemption or acquisition  for value of
(including,  without  limitation,  by way of  depositing  with the trustee  with
respect  thereto money or  securities  before due for the purpose of paying when
due) any unsecured  Debt that is fully  subordinated  in the right of payment to
the Advances and other Obligations under the Loan Documents;  provided, however,
that the Borrower  may make  voluntary or optional  payments or  prepayments  of
Inter-company Debt as long as,  simultaneously  with such payment or prepayment,
the  Borrower  prepays  the  Advances  as and to the extent set forth in Section
2.04(b)(ii)  or, (ii) amend or modify,  or permit the amendment or  modification
of, any provision of any unsecured Debt that is fully  subordinated in the right
of payment to the Advances and other  Obligations under the Loan Documents or of
any agreement (including, without limitation, any purchase agreement, indenture,
loan agreement or security agreement) relating to any of the foregoing,  if such
payment,  prepayment,  amendment,  modification  or change of any unsecured Debt
could,  in the reasonable  opinion of the  Administrative  Agent,  be reasonably
expected to result in a Material Adverse Effect.

     (g) Transactions with Affiliates or Shareholders. It will not, and will not
permit  any of its  Subsidiaries  to,  enter into any  transaction  or series of
related  transactions,  other than in the ordinary course of business,  with any
Affiliate  or  shareholder  of  such  Credit  Party,  other  than on  terms  and
conditions substantially as favorable to such Credit Party or such Subsidiary as
would be  obtainable  by such Credit Party or such  Subsidiary  at the time in a
comparable  arm's-length  transaction  with a Person  other than an Affiliate or
shareholder of such Credit Party.

     (h) Accounting  Changes.  It shall not make or permit, or permit any of its
Subsidiaries to make or permit,  any change in accounting  policies or reporting
practices, except as required by GAAP or requested by any Governmental Authority
(and in each case such  Credit  Party will  promptly  notify the  Administrative
Agent and the Lenders of any such change).

     (i)  Constitutional  Documents.  The  Borrower  shall not amend,  modify or
change in any  manner  any  material  term or  condition  of any  constitutional
document  of the  Borrower  or any  Subsidiary  or  take  any  other  action  in
connection with any  constitutional  document that would reasonably be likely to
result in a Material Adverse Effect.

     (j) Ratio of Consolidated  Financial Debt to EBITDA.  The Borrower will not
permit the ratio of Consolidated  Financial Debt to Consolidated  EBITDA, at the
end of any period of four consecutive calendar quarters (taken as one accounting


                                       38
<PAGE>

period) (i) from the Effective Date up to and including December 17, 2003, to be
greater  than  3.25:1.00,  (ii) from  December  18,  2003,  up to and  including
December 17, 2004,  to be greater than  3.00:1.00,  and (iii) from  December 18,
2004, to be greater than 2.75:1.00.

     (k) Ratio of Consolidated Debt to Consolidated Net Worth. The Borrower will
not permit the ratio of Consolidated  Debt to Consolidated Net Worth, at the end
of any period of four  consecutive  calendar  quarters  (taken as one accounting
period) (i) from the Effective Date up to and including December 17, 2003, to be
greater  than  4.00:1.00,  (ii) from  December  18,  2003,  up to and  including
December 17, 2004,  to be greater than  3.50:1.00,  and (iii) from  December 18,
2004, to be greater than 3.25:1.00.

     (l) Interest  Coverage  Ratio.  The  Borrower  will not permit the ratio of
Consolidated EBITDA to Consolidated Interest Expense at the end of any period of
four consecutive  calendar quarters (taken as one accounting  period) to be less
than 3.00:1.00.

     (m)  Minimum  Consolidated  Net  Worth.  The  Borrower  will not permit its
Consolidated Net Worth at the end of any calendar quarter (i) from the Effective
Date up to and  including  December 17, 2003,  to be less than  U.S.$95,000,000,
(ii) from December 18, 2003,  up to and including  December 17, 2004, to be less
than  U.S.$115,000,000,  and  (iii)  from  December  18,  2004,  to be less than
U.S.$125,000,000.

     (n) Limitation on Non-Guarantor Subsidiary Debt and Inter-company Debt. The
Borrower will not (i) permit its  Non-Guarantor  Subsidiaries  to incur Debt, or
(ii)   contract,   create,   incur,   assume  or  suffer  to  exist   more  than
Ps.1,500,000,000 outstanding principal amount of Inter-company Debt at any time,
excluding any interest due on such  outstanding  principal  amount which will be
capitalized  and  considered  as part of the  outstanding  principal  amount  of
Inter-company Debt.

     The Lenders  agree and  acknowledge  that the  Borrower  intends to sell in
whole or in part the Non-Guarantor Subsidiaries and that nothing in this Section
5.02 shall be  construed as a limitation  or  restriction  on the ability of the
Borrower  to  carry  out  such  sales or of the  Borrower  or any  Non-Guarantor
Subsidiary to take any action in connection with such sales.

     SECTION 5.03  Reporting  Requirements.  The Borrower  covenants  and agrees
that,  unless the Required  Lenders shall otherwise  consent in writing,  for so
long as any  Obligation  under the Loan  Documents  shall  remain  unpaid or any
Lender   shall  have  any   Commitment   hereunder,   it  will  furnish  to  the
Administrative  Agent  and  each  of the  Lenders,  all of  which,  to the  best
knowledge of the Borrower,  will be true and complete in every material respect,
the following:

     (a)  Default  Notice.  As soon as  possible  and in any  event  within  two
Business  Days after the  occurrence  of each Default  continuing on the date of
such  statement,  a  statement  of its  chief  accounting  officer  or any other
Responsible  Officer  setting  forth details of such Default and the action that
the Borrower has taken and proposes to take with respect thereto.

     (b) Quarterly  Financials.  As soon as available and in any event within 90
days  after the end of each  quarter  of each  fiscal  year of the  Borrower,  a
consolidated balance sheet of the Borrower and its Subsidiaries as of the end of


                                       39
<PAGE>

such  quarter  and  consolidated  statements  of  income  and cash  flows of the
Borrower  and its  Subsidiaries  for  the  period  commencing  at the end of the
previous  fiscal year and ending with the end of such quarter,  setting forth in
each case in comparative form the  corresponding  figures for the  corresponding
period of the preceding fiscal year, all in reasonable detail and duly certified
(subject to year-end audit  adjustments) by the chief accounting  officer of the
Borrower or any other Responsible  Officer as having been prepared (with respect
to such  consolidated  financial  statements) in accordance with GAAP,  together
with a certificate  of such officer  stating that no Default has occurred and is
continuing  or, if a Default has occurred and is  continuing,  a statement as to
the nature  thereof and the action that the  Borrower  has taken and proposes to
take with respect thereto.

     (c) Annual  Financials.  As soon as  available  and in any event within 120
days after the end of each  fiscal  year of the  Borrower,  a copy of the annual
audit  report for such year for the  Borrower  and its  Subsidiaries,  including
therein a consolidated  balance sheet of the Borrower and its Subsidiaries as of
the end of such fiscal  year,  and  consolidated  statements  of income and cash
flows of the Borrower and its  Subsidiaries  for such fiscal year,  in each case
(with  respect to such  consolidated  financial  statements)  accompanied  by an
opinion of Galaz,  Yamasaki,  Ruiz  Urquiza,  S.C.  (Deloitte & Touche) or other
independent public accountants of recognized  international  standing,  together
with a certificate of the chief accounting  officer of the Borrower or any other
Responsible  Officer  stating that no Default has occurred and is continuing or,
if a default  has  occurred  and is  continuing,  a  statement  as to the nature
thereof and the action  that the  Borrower  has taken and  proposes to take with
respect thereto.

     (d) Material  Adverse  Change.  As soon as possible and in any event within
five days after such Credit  Party  knows or has reason to know of any  Material
Adverse Change,  or any event or  circumstance  which might result in a Material
Adverse Change, notice thereof and copies of all documentation relating thereto.

     (e)  Litigation.  Promptly after the  commencement  thereof,  notice of all
actions, suits,  investigations,  litigation and proceedings before any court or
governmental department,  commission,  board, bureau, agency or instrumentality,
domestic or foreign,  by or against such Credit Party or any of its Subsidiaries
which could reasonably be expected to have a Material Adverse Effect.

     (f)  Securities  Reports.  Promptly  after the  sending or filing  thereof,
copies of all financial  statements  and reports that the Borrower  sends to its
stockholders,  and copies of all regular,  periodic and special reports, and all
registration statements,  that the Borrower files with any securities commission
or similar Governmental Authority or with any national securities exchange.

     (g) Environmental Conditions. Promptly after the occurrence thereof, notice
of any  condition or  occurrence  on any property of such Credit Party or any of
its  Subsidiaries  of which  such  Credit  Party is aware and that  results in a
material  noncompliance by such Credit Party or any of its Subsidiaries with any
Environmental  Law or  Environmental  Permit  or  could  form  the  basis  of an
Environmental  Action against such Credit Party or any of its Subsidiaries  that
would be reasonably likely to result in a Material Adverse Effect.


                                       40
<PAGE>

     (h) Asset Sale; Payment of Inter-company  Debt. At least five Business Days
prior  to  any  Asset  Sale  or  any  payment  of the  principal  amount  of the
Inter-company  Debt,  notice thereof setting forth details of such Asset Sale or
such payment of the principal amount of the Inter-company Debt.

     (i) Other  Information.  Such other  information  respecting  the business,
financial condition, operations, performance, properties, assets or prospects of
such  Credit  Party  or any of  its  Subsidiaries  as  any  Lender  through  the
Administrative Agent may from time to time reasonably request.

                                   ARTICLE VI

                                EVENTS OF DEFAULT

     SECTION  6.01 Events of Default.  If any of the  following  events (each an
"Event of Default") shall occur and be continuing:

     (a) the  Borrower  shall fail to pay (i) any  principal of any Advance when
the same shall become due and payable, or (ii) interest on any Advance, or shall
fail to make any other  payment in the case of fees or other  amounts  due under
any Loan  Document,  in each case under this clause (ii) within  three  Business
Days after the same becomes due any payable; or

     (b)  any  representation  or  warranty  made  by any  Credit  Party  or the
Subordinated  Creditor  (or  any  of  their  respective  officers)  under  or in
connection  with any Loan  Document  shall prove to have been  incorrect  in any
material respect when made or deemed made; or

     (c) any Credit Party shall fail to perform or observe any term, covenant or
agreement contained in (i) Section 5.01(c),  Section 5.02 or Section 5.03(d), or
(ii) Section 5.01(b) or (h), Section 5.03(a)-(c) or (f)-(i), or the Subordinated
Creditor  shall  fail to  perform or observe  any term,  covenant  or  agreement
contained in the  Subordination  Agreement,  in each case if such failure  shall
remain  unremedied  for  10  Business  Days  after  such  Credit  Party  or  the
Subordinated Creditor has knowledge thereof or written notice thereof shall have
been  given  to  such  Credit  Party  or  the   Subordinated   Creditor  by  the
Administrative Agent or any Lender; or

     (d) any Credit Party shall fail to perform any term,  covenant or agreement
contained in this Agreement (other than those referred to in clauses (a) through
(c) above) or in any Loan  Document on its part to be  performed  or observed if
such  failure  shall remain  unremedied  for 30 days after such Credit Party has
knowledge thereof or written notice thereof shall have been given to such Credit
Party by the Administrative Agent or any Lender; or

     (e) (x) any Credit Party or any of its  Subsidiaries  shall fail to pay any
principal of,  premium or interest on any other amount payable in respect of any
Debt that is  outstanding  in an aggregate  principal  or notional  amount of at
least  U.S.$10,000,000  (or the equivalent in another currency) in the aggregate
(but  excluding  Debt  outstanding  hereunder)  of  such  Credit  Party  or such
Subsidiary (as the case may be), when the same becomes due and payable  (whether
by scheduled maturity, required prepayment,  acceleration, demand or otherwise),
and such failure shall  continue  after the  applicable  grace  period,  if any,
specified in the agreement or instrument relating to such Debt; or (y) any other
event shall occur or condition  shall exist under any  agreement  or  instrument


                                       41
<PAGE>

relating  to any such  Debt,  if the  effect of such  event or  condition  is to
accelerate  the  maturity of such Debt or otherwise to cause such Debt to mature
prior to its scheduled maturity; or

     (f) any Credit Party or any of its Subsidiaries shall generally not pay its
debts as such debts  become due, or shall admit in writing its  inability to pay
its debts  generally,  or shall  make a general  assignment  for the  benefit of
creditors; or any proceeding shall be instituted by or against such Credit Party
or any of its Subsidiaries seeking to adjudicate it as bankrupt or insolvent, or
seeking  liquidation,  winding  up,  reorganization,   arrangement,  adjustment,
protection,  relief, or composition of it or its debts under any law relating to
bankruptcy,  insolvency or reorganization  or relief of debtors,  or seeking the
entry of an order for relief or the appointment of a receiver, trustee, or other
similar  official for it or for any  substantial  part of its  property  and, in
respect of an involuntary  proceeding  instituted  against such Person, the same
shall remain  unstayed or undismissed for 60 days; or any Credit Party or any of
its Subsidiaries shall take any corporate action to authorize any of the actions
set forth above in this clause; or

     (g)  any  judgment  or  order  for  the  payment  of  money  in  excess  of
U.S.$10,000,000  (or the equivalent in another currency) which is not covered by
insurance shall be rendered  against any Credit Party or any of its Subsidiaries
and either (i) enforcement proceedings shall have been commenced by any creditor
upon such judgment or order or (ii) there shall be any period of 30  consecutive
days during which a stay of enforcement of such judgment or order,  by reason of
a pending appeal or otherwise, shall not be in effect; or

     (h) any non-monetary judgment or order shall be rendered against any Credit
Party or any of its  Subsidiaries  that is  reasonably  likely  to  result  in a
Material  Adverse Effect,  and there shall be any period of 30 consecutive  days
during which a stay of  enforcement  of such  judgment or order,  by reason of a
pending appeal or otherwise, shall not be in effect; or

         (i)      a Change of Control shall occur; or

     (j) any  Mexican  Governmental  Authority  shall (i) have taken any action,
including imposing a moratorium,  which prevents any Credit Party from accessing
sufficient  U.S.  dollar  funds to pay its  Obligations  as they  mature or (ii)
condemn,  seize,  compulsorily purchase or expropriate all or a substantial part
of the assets and properties of any Credit Party or any of its Subsidiaries;

then,  and in any such  event,  the  Administrative  Agent (i) shall at the
request,  or may with the  consent,  of the Required  Lenders,  by notice to the
Borrower,  declare the obligation of each Lender to make its respective  Advance
to be terminated,  whereupon the same shall forthwith terminate,  and (ii) shall
at the request,  or may with the consent,  of the Required Lenders, by notice to
the Borrower,  (x) declare the Notes, all interest thereon and all other amounts
payable under this  Agreement  and the other Loan  Documents to be forthwith due
and payable,  whereupon the Notes,  all such interest and all such amounts shall
become and be forthwith due and payable, without presentment, demand, protest or
further  notice of any kind,  all of which are  hereby  expressly  waived by the
Credit  Parties  and (y) take all  remedies as may be  available  under the Loan
Documents or otherwise; provided, however, that if an Event of Default specified
in Section  6.01(f)  shall occur with respect to the Borrower or any  Guarantor,
(x) the  obligation  of  each  Lender  to  make  its  respective  Advance  shall


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<PAGE>

automatically  be terminated  and (y) the Notes,  all such interest and all such
amounts shall automatically become and be due and payable,  without presentment,
demand,  protest  or any notice of any kind,  all of which are hereby  expressly
waived by the Credit Parties.

                                   ARTICLE VII

                                    GUARANTY

     SECTION  7.01 The  Guaranteed  Obligations.  Each  Guarantor,  jointly  and
severally,  hereby irrevocably and unconditionally  guarantees (such guaranty, a
"Guaranty")  the full and prompt  payment when due (whether by  acceleration  or
otherwise)  of the  principal  of and  interest  on any Note  issued  under this
Agreement  and of all other  obligations  and  liabilities  (including,  without
limitation, indemnities, fees and interest thereon) of the Borrower now existing
or hereafter incurred under, arising out of or in connection with this Agreement
or any other Loan Document and the due performance and compliance with the terms
of the Loan Documents by the Borrower (all such principal, interest, obligations
and liabilities,  collectively,  the "Guaranteed  Obligations").  Each Guarantor
understands,  agrees and confirms  that the Lenders may enforce this Guaranty up
to the full amount of the Guaranteed  Obligations  against it without proceeding
against the Borrower,  against any security for the  Guaranteed  Obligations  or
against any other  Guarantor  under any other  Guaranty  covering the Guaranteed
Obligations.  Each of the Guarantors irrevocably and unconditionally promises to
pay such Guaranteed  Obligations to the Lenders,  on demand, in Dollars,  on the
same basis as payments by the Borrower  are  required to be made under  Sections
2.09(a),  2.10(a) and  2.10(b).  This  Guaranty  shall  constitute a guaranty of
payment and not of collection.

     SECTION 7.02 Continuing  Obligation.  This Guaranty is a continuing one and
all liabilities to which it applies or may apply under the terms hereof shall be
conclusively  presumed to have been  created in reliance  hereon.  No failure or
delay on the part of any  Lender in  exercising  any right,  power or  privilege
hereunder  and no course of dealing  between any Guarantor and any Lender or the
holder of any Note shall  operate as a waiver  thereof;  nor shall any single or
partial exercise of any right,  power or privilege  hereunder preclude any other
or  further  exercise  thereof  or the  exercise  of any other  right,  power or
privilege.  The  rights,  powers and  remedies  herein  expressly  provided  are
cumulative and not exclusive of any rights,  powers or remedies which any Lender
or the holder of any Note would  otherwise  have.  No notice to or demand on any
Guarantor in any case shall entitle such  Guarantor to any other further  notice
or demand in similar or other circumstances or constitute a waiver of the rights
of any Lender or the  holder of any Note to any other or  further  action in any
circumstances without notice or demand.

     SECTION  7.03 No  Discharge.  If a claim is ever made upon any  Lender  for
repayment or recovery of any amount or amounts received in payment or on account
of any of the Guaranteed  Obligations and any of the aforesaid payees repays all
or part of said  amount by reason  of (a) any  judgment,  decree or order of any
court or administrative  body having  jurisdiction over such payee or any of its
property or (b) any  settlement or compromise of any such claim effected by such
payee with any such claimant,  then and in such event the Guarantor  agrees that
any such judgment, decree, order, settlement or compromise shall be binding upon
it  notwithstanding  any revocation  hereof or the  cancellation  of any Note or
other instrument evidencing any liability of such Guarantor,  and such Guarantor


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<PAGE>

shall be and remain liable to the aforesaid payees hereunder for the amount so
repaid or recovered to the same extent as if such amount had never originally
been received by any such payee. It is the intention of the Lenders and the
Guarantors that the Guaranteed Obligations hereunder shall not be discharged
(whether pursuant to any Bankruptcy Law or comparable legislation or otherwise)
except by indefeasible performance of such obligations and then only to the
extent of such performance.

     SECTION 7.04 Tolling of Statute of Limitations. Any acknowledgment or new
promise, whether by payment of principal or interest or otherwise, with respect
to any of the Guaranteed Obligations shall, if the statute of limitations in
favor of a Guarantor against the Administrative Agent, any Lender or the holder
of any Note shall have commenced to run, toll the running of such statute of
limitations, and if the period of such statute of limitations shall have
expired, prevent the operation of such statute of limitations.

     SECTION 7.05 Bankruptcy. Each Guarantor unconditionally and irrevocably
guarantees the payment of any and all of the Guaranteed Obligations of the
Borrower to the Lenders whether or not due or payable by the Borrower upon the
occurrence of any of the events specified in Section 6.01(f), and
unconditionally promises to pay such Debt to the Lenders, or order, on demand,
in Dollars.

     SECTION 7.06 Independent Obligation. The obligations of each Guarantor
hereunder are independent of the obligations of any other Credit Party, and a
separate action or actions may be brought and prosecuted against each Guarantor
whether or not an action is brought against any other Credit Party and whether
or not any other Credit Party be joined in any such action or actions. Each of
the Guarantors waives, to the full extent permitted by law, the benefit of any
statute of limitations affecting its liability hereunder or the enforcement
thereof. Any payment by such Credit Party or other circumstance which operates
to toll any statute of limitations as to the Borrower shall operate to toll the
statute of limitations as to each of the Guarantors.

     SECTION 7.07 Authorization. Each of the Guarantors authorizes the Lenders
without notice or demand (except as shall be required by applicable statute and
cannot be waived), and without affecting or impairing its liability hereunder,
from time to time to:

     (a) change the manner, place or terms of payment of, and/or change or
extend the time of payment of, renew, increase, accelerate or alter, any of the
Guaranteed Obligations (including any increase or decrease in the rate of
interest thereon), any security therefor, or any liability incurred directly or
indirectly in respect thereof, and the Guaranty herein made shall apply to the
Guaranteed Obligations as so changed, extended, renewed or altered;

     (b) take and hold security for the payment of the Guaranteed Obligations
and sell, exchange, release, surrender, realize upon or otherwise deal with in
any manner and in any order any property by whomsoever at any time pledged or
mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any
liabilities (including any of those hereunder) incurred directly or indirectly
in respect thereof or hereof, and/or any offset thereagainst;

     (c) exercise or refrain from exercising any rights against the Borrower,
any other Credit Party or others or otherwise act or refrain from acting;


                                       44
<PAGE>


     (d) release or substitute any one or more endorsers, Guarantors, the
Borrower, any other Credit Parties or other obligors;

     (e) settle or compromise any of the Guaranteed Obligations, any security
therefor or any liability (including any of those hereunder) incurred directly
or indirectly in respect thereof or hereof, and may subordinate the payment of
all or any part thereof to the payment of any liability (whether due or not) of
the Borrower to its creditors other than the Lenders;

     (f) apply any sums by whomsoever paid or howsoever realized to any
liability or liabilities of any Credit Party to the Lenders regardless of what
liability or liabilities of such Guarantor or the Borrower remain unpaid;

     (g) consent to or waive any breach of, or any act, omission or default
under, this Agreement, any other Loan Document or any of the instruments or
agreements referred to herein or therein, or otherwise amend, modify or
supplement this Agreement, any other Loan Document or any of such other
instruments or agreements; and/or

     (h) take any other action which would, under otherwise applicable
principles of common law, give rise to a legal or equitable discharge of a
Guarantor from its liabilities under this Guaranty.

     (i) Reliance. It is not necessary for any Lender to inquire into the
capacity or powers of a Guarantor or any of its Subsidiaries or the officers,
directors, partners or agents acting or purporting to act on their behalf, and
any Guaranteed Obligations made or created in reliance upon the professed
exercise of such powers shall be guaranteed hereunder.

     SECTION 7.09 Waiver.

     (a) Each Guarantor waives any right (except as shall be required by
applicable law and cannot be waived) to require any Lender to (i) proceed
against any other Credit Party or any other party, (ii) proceed against or
exhaust any security held from any other Credit Party, or any other party or
(iii) pursue any other remedy in any Lender's power whatsoever. Each Guarantor
waives any defense based on or arising out of any defense of any other Credit
Party or any other party, other than payment in full of the Guaranteed
Obligations, based on or arising out of the disability of any other Credit Party
or any other party, or the validity, legality or unenforceability of the
Guaranteed Obligations or any part thereof from any cause, or the cessation from
any cause of the liability of any other Credit Party or any other party other
than payment in full of the Guaranteed Obligations. The Lenders may, at their
election, exercise any right or remedy the Lenders may have against any other
Credit Party or any other party, or any security, without affecting or impairing
in any way the liability of the Guarantors hereunder except to the extent the
Guaranteed Obligations have been paid. Each Guarantor waives any defense arising
out of any such election by the Lenders, even though such election operates to
impair or extinguish any right of reimbursement or subrogation or other right or
remedy of a Guarantor against any other Credit Party or any other party or any
security.

     (b) Each Guarantor waives all presentments, demands for performance,
protests and notices, including, without limitation, notices of nonperformance,
notices of protest, notices of dishonor, notices of acceptance of this Guaranty,
and notices of the existence, creation or incurring of new or additional
Guaranteed Obligations. Each Guarantor assumes all responsibility for being and
keeping itself informed of each Credit Party's financial condition and assets,
and of all other circumstances bearing upon the risk of nonpayment of the
Guaranteed Obligations and the nature, scope and extent of the risks which such
Guarantor assumes and incurs hereunder, and agrees that the Administrative Agent
and the Lenders shall have no duty to advise such Guarantor of information known
to them regarding such circumstances or risks.

                                       45
<PAGE>

     (c) Each Guarantor irrevocably waives Articles 2814, 2815, 2816, 2817,
2818, 2819, 2820, 2821, 2822, 2823, 2830, 2836, 2837, 2839, 2840, 2841, 2842,
2845 and 2846 of the Federal Civil Code of Mexico.

     (d) Each Guarantor warrants and agrees that each of the waivers set forth
above is made with full knowledge of its significance and consequences and that
if any of such waivers are determined to be contrary to any applicable law or
public policy, such waivers shall be effective only to the maximum extent
permitted by law.

     SECTION 7.10 Nature of Liability. It is the desire and intent of each of
the Guarantors and the Lenders that this Guaranty shall be enforced against the
Guarantors to the fullest extent permissible under the laws and public policies
applied in each jurisdiction in which enforcement is sought. If, however, and to
the extent that, the obligations of a Guarantor under this Guaranty shall be
adjudicated to be invalid or unenforceable for any reason then the amount of
such Guarantor's obligations under this Guaranty shall be deemed to be reduced
and such Guarantor shall pay the maximum amount of the Guaranteed Obligations
which would be permissible under applicable law.

                                  ARTICLE VIII

                            THE ADMINISTRATIVE AGENT

     SECTION 8.01 Authorization and Action. Each Lender hereby appoints and
authorizes the Administrative Agent to take such action as agent on its behalf
and to exercise such powers and discretion under this Agreement and the other
Loan Documents as are delegated to the Administrative Agent by the terms hereof,
together with such powers and discretion as are reasonably incidental thereto.
Notwithstanding any provision to the contrary contained elsewhere in this
Agreement 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 Lender, 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. As to any matters not expressly provided for by the Loan
Documents (including, without limitation, enforcement or collection of the
Notes), the Administrative Agent shall not be required to exercise any
discretion or take any action, but shall be required to act or to refrain from
acting (and shall be fully protected in so acting or refraining from acting)
upon the instructions of the Required Lenders, and such instructions shall be
binding upon all Lenders and all holders of Notes; provided, however, that the
Administrative Agent shall not be required to take any action that exposes the
Administrative Agent to personal liability or that is contrary to this Agreement
or applicable law. The Administrative Agent agrees to give to each Lender prompt
notice of each notice given to it by the Borrower pursuant to the terms of this
Agreement.

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<PAGE>

     SECTION 8.02 Duties and Reliance, Etc.

     (a) Neither the Administrative Agent nor any of its directors, officers,
agents or employees shall be liable for any action taken or omitted to be taken
by it or them under or in connection with the Loan Documents, except for its or
their own gross negligence or willful misconduct, or shall have any fiduciary
duty to any Lender. Without limitation of the generality of the foregoing, the
Administrative Agent: (i) may treat the payee of any Note as the holder thereof
until the Administrative Agent receives and accepts an Assignment and Acceptance
entered into by the Lender that is the payee of such Note, as assignor, and an
Eligible Assignee, as assignee, as provided in Section 9.07; (ii) may consult
with legal counsel (including counsel for the Borrower), independent public
accountants and other experts selected by it and shall not be liable for any
action taken or omitted to be taken in good faith by it in accordance with the
advice of such counsel, accountants or experts; (iii) shall not have any duty to
ascertain or to inquire as to the performance or observance of any of the terms,
covenants or conditions of any Loan Document on the part of the Borrower or to
inspect the property (including the books and records) of the Borrower; and (iv)
shall not incur any liability under or in respect of any Loan Document by acting
upon any notice, consent, certificate or other instrument or writing (which may
be by telegram, telecopy, cable or telex) believed by it to be genuine and
signed or sent by the proper party, or parties.

     (b) The Administrative Agent (i) does not make any warranty or
representation to any Lender and shall not be responsible to any Lender for the
accuracy or completeness of the Confidential Information, warranties or
representations made in or in connection with the Loan Documents and (ii) shall
not be responsible to any Lender for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of any Loan Document or any
other instrument or document furnished pursuant hereto.

     (c) The Administrative Agent has no duties hereunder or under the other
Loan Documents that are not specifically set forth herein or therein.

     SECTION 8.03 Administrative Agent and Affiliates. With respect to its
Commitments, the Advance made by it and the Note issued to it, the
Administrative Agent shall have the same rights and powers under the Loan
Documents as any other Lender and may exercise the same as though it were not
the Administrative Agent; and the term "Lender" or "Lenders" shall, unless
otherwise expressly indicated, include the Administrative Agent in its
individual capacity as Lender. The Administrative Agent and its Affiliates may
accept deposits from, lend money to, act as trustee under indentures of, accept
investment banking engagements from and generally engage in any kind of business
with the Borrower, any of its Subsidiaries and any Person who may do business
with or own securities of the Borrower or any of its Subsidiaries, all as if
they were not the Administrative Agent, and without any duty to account therefor
to the Lenders. Each Lender acknowledges that, pursuant to such activities, the
Administrative Agent and its Affiliates may receive information regarding the
Borrower and its Affiliates (including information that may be subject to
confidentiality obligations in favor of the Borrower or such Affiliate) and
acknowledges that the Administrative Agent shall be under no obligation to
provide such information to it.

                                       47
<PAGE>

     SECTION 8.04 Lender Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent or any other
Lender and based on the financial statements referred to in Section 4.05 and
such other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender 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 this Agreement.

     SECTION 8.05 Indemnification. Each Lender agrees to indemnify the
Administrative Agent (to the extent not promptly reimbursed by the Borrower),
ratably according to the principal amount of the Note then held by such Lender
(or if no Notes are at the time outstanding, ratably according to the amounts of
its Commitment), from and against any and all claims, damages, losses,
liabilities and expenses (including, without limitation, reasonable fees and
expenses of counsel) that are actually incurred by or asserted or awarded
against the Administrative Agent, in each case arising out of or in connection
with or in any way relating to the Loan Documents or any action taken or omitted
by the Administrative Agent under the Loan Documents; provided, however, that no
Lender shall be liable for any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from the Administrative Agent's gross negligence or willful
misconduct. Without limitation of the foregoing, each Lender agrees to reimburse
the Administrative Agent promptly upon demand for such Lender's ratable share of
any costs and expenses payable by the Borrower to the Administrative Agent under
Section 9.04, to the extent that the Administrative Agent is not promptly
reimbursed for such costs and expenses by the Borrower.

     SECTION 8.06 Successors to Administrative Agent. The Administrative Agent
may at any time assign the rights and obligations hereunder to any of its
Affiliates, provided that the Administrative Agent, or a Person owning a
majority of the capital stock of the Administrative Agent, owns a majority of
the capital stock of such Affiliate, or such Affiliate owns a majority of the
capital stock of the Administrative Agent. The Administrative Agent may resign
at any time by giving written notice thereof to the Lenders and the Borrower and
may be removed at any time with or without cause by the Required Lenders. Upon
any such resignation or removal, the Borrower, after consultation with the
Required Lenders, shall have the right to appoint a successor Administrative
Agent to the Administrative Agent. If no such successor Administrative Agent
shall have been so appointed, and shall have accepted such appointment, within
30 days after such retiring Administrative Agent's giving of notice of
resignation or the Required Lenders' removal of the retiring Administrative
Agent, then such retiring Administrative Agent may, after consultation with the
Lenders and the Borrower, appoint a successor Administrative Agent to such
Administrative Agent, which shall be an Eligible Assignee or commercial bank
organized under the laws of the United States or Mexico, or of any State thereof
and having a combined capital and surplus of at least U.S.$250,000,000. Upon the
acceptance of any appointment as the Administrative Agent hereunder by such a
successor Administrative Agent, such successor Administrative Agent shall
succeed to and become vested with all the rights, powers, discretion, privileges
and duties of such retiring Administrative Agent, and such retiring
Administrative Agent shall be discharged from its duties and obligations under
the Loan Documents. After the Administrative Agent's resignation or removal
hereunder as such Administrative Agent, the provisions of this Article VIII
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was the Administrative Agent under this Agreement.

                                       48
<PAGE>

     SECTION 8.07 Documentation Agent; Syndication Agent; Arrangers. The
Documentation Agent, the Syndication Agent, the Lead Arranger and the Arrangers,
in their respective capacities as such, shall have no duties, responsibilities
or liabilities under any Loan Document and shall not have a fiduciary
relationship with any Lender.

                                   ARTICLE IX

                                  MISCELLANEOUS

     SECTION 9.01 Amendments, Etc. No amendment or waiver of any provision of
this Agreement, the Notes or any other Loan Documents, nor consent to any
departure by the Borrower therefor, shall in any event be effective unless the
same shall be in writing and signed by the Borrower and the Required Lenders,
and then such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given; provided, however that no
amendment, waiver or consent shall, unless in writing and signed by all Lenders,
do any of the following: (i) change the percentage of the Commitments or of the
aggregate unpaid principal amount of the Notes, or the number of Lenders, that
shall be required for the Lenders or any of them to take any action hereunder or
under any other Loan Document; (ii) amend, modify or waive this Section 9.01 or
Section 6.01(a); (iii) increase the Commitments of the Lenders; (iv) reduce the
principal of, or interest on (including, without limitation, the rate of
interest), the Notes or any fees or other amounts payable hereunder; or (v)
postpone the Maturity Date or any date fixed for any payment of interest on the
Notes or any fees or other amounts payable hereunder; and provided, however,
that no amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Lenders required above to take such
action, affect the rights or duties of the Administrative Agent under this
Agreement or any Note.

     SECTION 9.02 Notices, Etc. All notices and other communications provided
for hereunder shall be in writing and in English (including telegraphic,
facsimile or telex communication) and faxed, telexed or delivered, if to a
Credit Party, at its address set forth opposite its signature on the signature
pages hereto; if to any Lender, at its Lending Office specified opposite its
name on Annex I hereto or in the Assignment and Acceptance pursuant to which it
became a Lender; and if to the Administrative Agent, at its address set forth
opposite its signature on the signature pages hereto; or, as to a Credit Party
or the Administrative Agent, at such other address as shall be designated by any
such party in a written notice to the other parties and, as to each other party,
at such other address as shall be designated by such party in a written notice
to the Borrower and the Administrative Agent. All such notices and
communications shall, when faxed or telexed, be effective when transmitted by
facsimile or confirmed by telex answerback, respectively, except that notices
and communications to the Administrative Agent pursuant to Articles II, III or
VIII shall not be effective until received by the Administrative Agent.

                                       49
<PAGE>

     SECTION 9.03 No Waiver, Remedies. No failure on the part of any Lender or
the Administrative Agent to exercise, and no delay in exercising, any right
hereunder or under any Note or any other Loan Document shall operate as a waiver
thereof; nor shall any single or partial exercise of any such right preclude any
other or further exercise thereof or the exercise of any other right. The
remedies herein and therein provided are cumulative and not exclusive of any
remedies provided by law.

     SECTION 9.04 Costs, Expenses and Indemnification.

     (a) The Borrower agrees to pay on demand (whether or not the transactions
contemplated by this Agreement are consummated) (i) all reasonable and
documented costs and out-of-pocket expenses of the Administrative Agent and the
Lead Arranger in connection with the preparation, execution, delivery,
administration, syndication, modification and amendment of the Loan Documents,
and the reasonable fees and expenses of counsel with respect thereto pursuant to
the Fee Letter, and (ii) all reasonable and documented costs and out-of-pocket
expenses of the Administrative Agent and the Lenders in connection with the
enforcement of the Loan Documents, whether in any action, suit or litigation,
any bankruptcy, insolvency or other similar proceeding affecting creditors'
rights generally or otherwise (including, without limitation, the reasonable
fees and expenses of counsel for the Administrative Agent and each Lender with
respect thereto).

     (b) The Borrower agrees to indemnify and hold harmless the Administrative
Agent and each Lender and each of their Affiliates and their officers,
directors, employees, agents and advisors (each, an "Indemnified Party") from
and against any and all claims, damages, losses, liabilities and expenses
(including, without limitation, reasonable and documented fees and expenses of
counsel and settlement costs) (excluding, however, consequential damages) that
are actually incurred by or asserted or awarded against any Indemnified Party,
in each case arising out of or in connection with or by reason of, or in
connection with the preparation for a defense of, any investigation, litigation
or proceeding arising out of, related to or in connection with (i) the
Borrower's use of the proceeds of any Advance, (ii) the actual or alleged
presence of Hazardous Materials on any property of the Borrower or any of its
Subsidiaries or any Environmental Action relating in any way to the Borrower or
any of its Subsidiaries or (iii) the Facility or Loan Documents or any
Indemnified Party's role in connection therewith, in each case whether or not
such investigation, litigation or proceeding is brought by the Borrower or any
of its Subsidiaries, directors, shareholders or creditors or an Indemnified
Party, whether or not any Indemnified Party is otherwise a party thereto and
whether or not the transactions contemplated hereby are consummated, except to
the extent such claim, damage, loss, liability or expense is found by a court of
competent jurisdiction to have resulted from such Indemnified Party's gross
negligence or willful misconduct.

     (c) If the Borrower fails to pay when due any costs, expenses or other
amounts payable by it under any Loan Document, including, without limitation,
fees and expenses of counsel and indemnities, such amount may be paid on behalf
of the Borrower by the Administrative Agent or any Lender, in its sole
discretion, and such amount shall be reimbursed by the Borrower.

                                       50
<PAGE>

     SECTION 9.05 Right of Set-off. Upon the occurrence and during the
continuance of an Event of Default arising under Section 6.01(a), each Lender is
hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and otherwise apply any and all deposits (general
or special, time or demand, provisional or final, matured or unmatured, in any
currency) at any time held and other indebtedness at any time owing by such
Lender to or for the credit or the account of any Credit Party against any and
all of the Obligations of the Credit Parties now or hereafter existing under
this Agreement and the Note held by such Lender. Each Lender agrees promptly to
notify the Borrower after any such set-off and application; provided, however,
that the failure to give such notice shall not affect the validity of such
set-off and application. The rights of each Lender under this Section 9.05 are
in addition to other rights and remedies (including, without limitation, other
rights of set-off) that such Lender may have.

     SECTION 9.06 Binding Effect. This Agreement shall become effective on the
date (the "Effective Date") on which the Agreement shall have been executed by
the Borrower, the Guarantors, the Lead Arranger, the Arrangers, the
Documentation Agent, the Syndication Agent and the Administrative Agent and when
the Administrative Agent shall have been notified by each Lender that such
Lender has executed it and thereafter shall be binding upon and inure to the
benefit of the Borrower, the Administrative Agent, the Lead Arranger, the
Arrangers, the Documentation Agent and the Syndication Agent and each Lender and
their respective successors and assigns, except that the Borrower shall not have
the right to assign its rights hereunder or any interest herein without the
prior written consent of all of the Lenders.

     SECTION 9.07 Assignments and Participations.

     (a) Each Lender may assign to one or more Eligible Assignees all or a
portion of its rights and obligations under this Agreement (including, without
limitation, all or a portion of the Advance owing to it and the Note held by
it); provided, however, that (i) each such assignment shall be of a uniform, and
not a varying, percentage of all rights and obligations under this Agreement,
(ii) except in the case of an assignment to a Person that, immediately prior to
such assignment, was a Lender or an assignment of all of a Lender's rights and
obligations under this Agreement, the aggregate amount of the Advance of the
assigning Lender being assigned pursuant to each such assignment (determined as
of the date of the Assignment and Acceptance with respect to such assignment)
shall in no event be less than U.S.$5,000,000 and increments of U.S.$2,000,000
in excess thereof, and (iii) the parties to each such assignment shall execute
and deliver to the Administrative Agent, for its acceptance (such acceptance not
to be withheld if the conditions set forth above in this Section 9.07 are
satisfied) and recording in the Register, an Assignment and Acceptance, together
with any Note subject to such assignment and a processing and recordation fee of
U.S.$3,000. Upon such execution, delivery, acceptance and recording, from and
after the effective date specified in such Assignment and Acceptance, (x) the
assignee thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such Assignment and
Acceptance, have the rights and obligations of a Lender hereunder and (y) the
Lender assignor thereunder shall, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment and Acceptance,
relinquish its rights and be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all or the remaining
portion of an assigning Lender's rights and obligations under this Agreement,
such Lender shall cease to be a party hereto).

                                       51
<PAGE>

     (b) By executing and delivering an Assignment and Acceptance, the Lender
assignor thereunder and the Eligible Assignee thereunder confirm to and agree
with each other and the other parties hereto as follows: (i) other than as
provided in such Assignment and Acceptance, such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement or any other Loan Document or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement, any other
Loan Document, or any other instrument or document furnished pursuant hereto or
thereto; (ii) such assigning Lender makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the
Borrower or any of its Subsidiaries or with respect to the performance or
observance by the Borrower or any of its Subsidiaries of any of its obligations
under this Agreement or any other Loan Document or any other instrument or
document furnished pursuant hereto or thereto; (iii) such Eligible Assignee
confirms that it has received a copy of this Agreement and each other Loan
Document, together with copies of the financial statements referred to in
Section 4.05 and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such
Assignment and Acceptance; (iv) such Eligible Assignee will, independently and
without reliance upon the Administrative Agent, such assigning Lender or any
other Lender 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 this Agreement; (v) such Eligible Assignee confirms that
it is an Eligible Assignee; (vi) such Eligible Assignee appoints and authorizes
the Administrative Agent to take such action as agent on its behalf and to
exercise such powers and discretion under this Agreement as are delegated to the
Administrative Agent by the terms hereof, together with such powers and
discretion as are reasonably incidental thereto; (vii) such Eligible Assignee
agrees to be bound by the terms of this Agreement; and (viii) such Eligible
Assignee represents and warrants that on and as of the date of the Assignment
and Acceptance it either (i) is a Registered Bank, and is a resident (or its
principal office is a resident, if such Assignee's applicable Lending Office is
a branch or agency of such Assignee) for tax purposes in a jurisdiction with
which Mexico has in effect a treaty for the avoidance of double taxation, or
(ii) is a Mexican Bank.

     (c) The Administrative Agent shall maintain at its address referred to in
Section 9.02 a copy of each Assignment and Acceptance delivered to and accepted
by it and a register for the recordation of the names and addresses of the
Lenders and the principal amount of the Advance owing to each Lender from time
to time (the "Register"). The entries in the Register shall be conclusive and
binding for all purposes, absent manifest error, and the Borrower, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register as a Lender hereunder for all purposes of this
Agreement. The Register shall be available for inspection by the Borrower or any
Lender at any reasonable time and from time to time upon reasonable prior
notice.

     (d) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an Eligible Assignee, together with any Note subject to
such assignment, the Administrative Agent shall, if such Assignment and
Acceptance has been completed and is in substantially the form of Exhibit F
hereto, (i) accept such Assignment and Acceptance, (ii) record the information
contained therein in the Register and (iii) give prompt notice thereof to the
Borrower. Within five Business Days after its receipt of such notice, the
Borrower shall execute and deliver to the Administrative Agent in exchange for
the surrendered Note a new Note payable to the order of such Eligible Assignee
in an amount equal to the Advance assumed by it pursuant to such Assignment and
Acceptance and, if the assigning Lender has retained an Advance hereunder, a new
Note payable to the order of the assigning Lender in an amount equal to the
Advance retained by it hereunder. Such new Note shall be in an aggregate
principal amount equal to the aggregate principal amount of such surrendered
Note, shall be dated the effective date of such Assignment and Acceptance and
shall otherwise be in substantially the form of Exhibit A hereto.

                                       52
<PAGE>

     (e) Each Lender may sell participations in or to all or a portion of its
rights and obligations under this Agreement (including, without limitation, all
or a portion of its Advance owing to it and the Note held by it); provided,
however that (i) such Lender's obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations, (iii) such Lender shall remain
the holder of any such Note for all purposes of this Agreement, (iv) the
Borrower, the Administrative Agent and the other Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement, and (v) no participant under any such
participation shall have any right to (x) be compensated for Taxes or increased
costs in excess of such Lender (or a Registered Lender in the case of EDC) and
(y) approve any amendment or waiver of any provision of any Loan Document, or
any consent to any departure by any Borrower therefrom, except to the extent
that such amendment, waiver or consent would reduce the principal of, or
interest on, the Notes or any fees or other amounts payable hereunder, in each
case to the extent subject to such participation, postpone the Maturity Date or
any date fixed for any payment of interest on the Notes or any fees or other
amounts payable hereunder, in each case to the extent subject to such
participation.

     (f) Upon notice to the Administrative Agent and the Borrower and
notwithstanding any other provision set forth in this Agreement, any Lender may
at any time create a security interest in all or any portion of its rights under
this Agreement (including, without limitation, the Advance owing to it and the
Note held by it) in favor of any Federal Reserve Bank in accordance with
Regulation A of the Board of Governors of the U.S. Federal Reserve System.

     (g) No transferee of any Lender's rights under this Agreement or any other
Loan Document through assignment, participation or otherwise shall be entitled
to receive any greater payment under Sections 2.08, 2.10, 2.12 or 9.04 than such
Lender would have been entitled to receive with respect to the rights
transferred.

     SECTION 9.08 Governing Law. This Agreement shall be governed by, and
construed in accordance with, the internal laws of the State of New York.

     SECTION 9.09 Execution in Counterparts; Integration. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Agreement by facsimile transmission shall be effective as delivery of a manually
executed counterpart of this Agreement. This Agreement, together with the Notes,
the other Loan Documents and the Fee Letter, constitute the entire agreement and
understanding among the parties hereto and supersedes any and all prior
agreements and understanding, oral or written, relating to the subject matter
hereof. In the event of any conflict between the provisions of this Agreement
and the provisions of any of the Notes, the provisions of this Agreement shall
prevail.

                                       53
<PAGE>

     SECTION 9.10 Confidentiality. Neither the Administrative Agent nor any
Lender shall disclose any Confidential Information to any Person without the
consent of the Borrower, other than (a) to the Administrative Agent's or such
Lender's officers, directors, employees, agents and advisors to the extent
necessary and to actual or prospective Eligible Assignees and participants, and
then only so long as such Person agrees to keep confidential such information,
(b) as required by any, law, rule or regulation or judicial process and (c) as
requested or required by any state, federal or foreign authority or examiner
regulating banks or banking.

     SECTION 9.11 Judgment Currency.

     (a) If, for the purposes of obtaining judgment in any court, it is
necessary to convert a sum due hereunder or under the Notes or any other Loan
Document in Dollars into another currency (the "Other Currency"), the parties
hereto agree, to the fullest extent that they may effectively do so, that the
rate of exchange used shall be that at which in accordance with normal banking
procedures the Administrative Agent could purchase Dollars in New York City on
the Business Day preceding that on which final judgment is given.

     (b) The obligation of the Credit Parties in respect of any sum due in
Dollars from any of them to any Lender or the Administrative Agent hereunder or
under the Note held by such Lender shall, notwithstanding any judgment in any
Other Currency, be discharged only to the extent that, on the Business Day
following receipt by such Lender or the Administrative Agent (as the case may
be) of any sum adjudged to be so due in such Other Currency such Lender or the
Administrative Agent (as the case may be) may, in accordance with normal banking
procedures, purchase Dollars with such Other Currency; if the amount of the
Dollars so purchased is less than the sum originally due to such Lender or the
Administrative Agent (as the case may be) in Dollars, each of the Credit Parties
agrees, as a separate obligation and notwithstanding such judgment, to indemnify
such Lender or the Administrative Agent (as the case may be) against such loss,
and if the amount of the Dollars so purchased exceeds the sum originally due to
any Lender or the Administrative Agent (as the case may be) in Dollars, such
Lender or the Administrative Agent (as the case may be) agrees to remit to the
Borrower such excess.

     SECTION 9.12 Consent to Jurisdiction.

     (a) Each of the Persons parties hereto hereby irrevocably submits to the
jurisdiction of any New York State or Federal court sitting in the borough of
Manhattan in New York City and any appellate court from any thereof and to the
courts of its own corporate domicile with respect to actions brought against it
as a defendant in any action or proceeding arising out of or relating to this
Agreement or any other Loan Document to which such Person is or is to become a
party, and such Person hereby irrevocably agrees that all claims in respect of
any such action or proceeding may be heard and determined in such New York State
court or in such Federal court. Each of the Persons parties hereto hereby
irrevocably waives, to the fullest extent it may effectively do so, any
objection it may now or hereafter have as to the venue of any such action or
proceeding brought in any such court or that such court is an inconvenient
forum. Each of the Credit Parties hereby irrevocably appoints CT Corporation
System, Inc. (the "Process Agent"), with an office on the date hereof at 111
Eighth Avenue, 13th Floor, New York, NY 10011, United States, as its agent to
receive on its behalf and in respect of its property, service of copies of the
summons and complaint and any other process which may be served in any such
action or proceeding. Such service may be made by delivering a copy of such
process to such Credit Party in care of the Process Agent at the Process Agent's
above address, and each of the Credit Parties hereby irrevocably authorizes and
directs the Process Agent to accept such service on its behalf. Each of the
Credit Parties agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law.

                                       54
<PAGE>

     (b) Nothing in this Section shall affect the right of any Lender or the
Administrative Agent to serve legal process in any other manner permitted by law
or affect the right of any Lender or the Administrative Agent to bring any
action or proceeding against the Borrower, the Guarantors or their respective
property in the courts of other jurisdictions.

     (c) To the extent that any Credit Party has or hereafter may acquire any
immunity from jurisdiction of any court or from any legal process (whether
through service or notice, attachment prior to judgment, attachment in aid of
execution, execution or otherwise) with respect to itself or its property, such
Credit Party hereby irrevocably waives such immunity in respect of its
obligations under this Agreement and the other Loan Documents to which it is or
becomes a party.

     SECTION 9.13 Survival. All indemnities set forth in this Agreement,
including, without limitation, Sections 2.10, 8.05, 9.04(b) and 9.11(b), shall
survive the execution and delivery of this Agreement and the other Loan
Documents (notwithstanding any failure of the Facility to close) and the making
and the repayment of the Advances until such time as all Obligations shall have
been paid in full.

     SECTION 9.14 WAIVER OF JURY TRIAL. EACH OF THE CREDIT PARTIES, THE
ADMINISTRATIVE AGENT AND EACH LENDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
RELATING TO ANY OF THE LOAN DOCUMENTS, THE ADVANCES OR THE ACTIONS OF THE
ADMINISTRATIVE AGENT OR ANY LENDER IN THE NEGOTIATION, ADMINISTRATION,
PERFORMANCE OR ENFORCEMENT THEREOF.

     SECTION 9.15 Limitation on Liability. Each of the Credit Parties hereby
waives, releases and agrees not to sue the Administrative Agent or any Lender
upon any claim for any special, indirect, consequential or punitive damages
suffered by any Credit Party in connection with, arising out of, or in any way
related to the Loan Documents or the relationship established by the Loan
Documents, or any act, omission or event occurring in connection therewith,
unless it is determined by a judgment of a court of competent jurisdiction that
such damages were the result of acts or omissions on the part of the
Administrative Agent or such Lender constituting gross negligence or willful
misconduct.

                                       55
<PAGE>

                            [SIGNATURES ON NEXT PAGE]


                                       56
<PAGE>




     IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Agreement as of the date first above
written.

Address:
-------
General Anaya 601 Poniente, Colonia Bella          FEMSA EMPAQUES, S.A. DE C.V.,
Vista 1er Piso                                      as Borrower
Monterrey, N.L. Mexico, C.P. 64410
Attention: Arturo Guerrero/Elvia Villarreal
Telephone: 011-52-818-328-6606 / 011-52-           By:__________________________
818-328-6635                                          Name:_____________________
Facsimile:  011-52-818-328-6893                       Title:____________________


                                                   By:__________________________
                                                      Name:_____________________
                                                      Title:____________________


                                       57
<PAGE>

Address:
-------
General Anaya 601 Poniente, Colonia Bella      FABRICAS MONTERREY, S.A. DE C.V.,
Vista 1er Piso                                  as Guarantor
Monterrey, N.L. Mexico, C.P. 64410
Attention: Arturo Guerrero/Elvia Villarreal
Telephone: 011-52-818-328-6606 / 011-52-
818-328-6635                                   By:______________________________
Facsimile:  011-52-818-328-6893                   Name:_________________________
                                                  Title:________________________


                                               By:______________________________
                                                  Name:_________________________
                                                  Title:________________________

                                       58
<PAGE>


Address:
-------
General Anaya 601 Poniente, Colonia Bella     SILICES DE VERACRUZ, S.A. DE C.V.,
Vista 1er Piso                                 as Guarantor
Monterrey, N.L. Mexico, C.P. 64410
Attention: Arturo Guerrero/Elvia Villarreal
Telephone: 011-52-818-328-6606 / 011-52-
818-328-6635                                  By:_______________________________
Facsimile:  011-52-818-328-6893                  Name:__________________________
                                                 Title: ________________________


                                              By:_______________________________
                                                 Name:__________________________
                                                 Title:_________________________

                                       59
<PAGE>

Address:
--------
1345 Avenue of the Americas                                BBVA SECURITIES INC.,
45th Floor                                                  as Lead Arranger
New York, NY 10105
Attention: Felipe Macia
Telephone: +1 (212) 728 2392
Facsimile: +1 (212) 258 2216                               By:__________________
                                                              Name:_____________
                                                              Title:____________


                                                           By:__________________
                                                              Name:_____________
                                                              Title:____________


                                       60
<PAGE>



Address:
-------
100 Rustcraft Road                        BANKBOSTON N.A.,
Dedham, Massachusetts, USA                 as Arranger (BankBoston is the name
Attention: Pamela Carpenter/Jorge Garcia   by which Fleet National Bank operates
Telephone:  781-467-2271                   in Latin America)


                                          By:___________________________________
                                             Name:______________________________
                                             Title:_____________________________


                                          By:___________________________________
                                             Name:______________________________
                                             Title:_____________________________


                                       61
<PAGE>

Address:
-------
151 O'Connor Street                                   EXPORT DEVELOPMENT CANADA,
Ottawa, Ontario, Canada                                as Arranger
Attention: Denis L'Heureux/Diana MacGibbon
Telephone: +1 (613) 597 8809
Facsimile: +1 (613) 597 8503                          By:_______________________
                                                         Name:__________________
                                                         Title:_________________


                                                      By:_______________________
                                                         Name:__________________
                                                         Title:_________________

                                       62
<PAGE>



Address:
-------
Montes Urales #620, 3er Piso                    BBVA BANCOMER, S.A., INSTITUCION
Colonia Lomas de Chapultepec                    DE BANCA MULTIPLE, GRUPO
Mexico D.F. 11000                               FINANCIERO BBVA BANCOMER,
Attention: Concepcion Zuniga                     as Administrative Agent
Telephone:  011-52-555-201-2063
Facsimile:  011-52-555-201-2054
                                                By:_____________________________
                                                   Name:________________________
                                                   Title:_______________________


                                                By:_____________________________
                                                   Name:________________________
                                                   Title:_______________________

                                       63
<PAGE>


Address:
-------
151 O'Connor Street                                   EXPORT DEVELOPMENT CANADA,
Ottawa, Ontario, Canada                                as Syndication Agent
Attention: Denis L'Heureux/Diana MacGibbon
Telephone: +1 (613) 597 8809
Facsimile: +1 (613) 597 8503                          By:_______________________
                                                         Name:__________________
                                                         Title:_________________


                                                      By:_______________________
                                                         Name:__________________
                                                         Title:_________________


                                       64
<PAGE>

Address:
-------
100 Rustcraft Road                         BANKBOSTON N.A.,
Dedham, Massachusetts, USA                  as Documentation Agent (BankBoston
Attention: Pamela Carpenter/Jorge Garcia    is the name by which Fleet National
Telephone:  781-467-2271                    Bank operates in Latin America)


                                           By:__________________________________
                                              Name:_____________________________
                                              Title:____________________________


                                           By:__________________________________
                                              Name:_____________________________
                                              Title:____________________________


                                       65
<PAGE>


Address:
-------
Montes Urales #620, 3er Piso                    BBVA BANCOMER, S.A., INSTITUCION
Colonia Lomas de Chapultepec                    DE BANCA MULTIPLE, GRUPO
Mexico D.F. 11000                               FINANCIERO BBVA BANCOMER,
Attention: Concepcion Zuniga                     as Lender
Telephone:  011-52-555-201-2063
Facsimile:  011-52-555-201-2054
                                                By:_____________________________
                                                   Name:________________________
                                                   Title:_______________________


                                                By:_____________________________
                                                   Name:________________________
                                                   Title: ______________________

                                       66
<PAGE>


Address:
-------
100 Rustcraft Road                        BANKBOSTON N.A.,
Dedham, Massachusetts, USA                 as Lender (BankBoston is the name by
Attention: Pamela Carpenter/Jorge Garcia   which Fleet National Bank operates in
Telephone:  781-467-2271                   Latin America)


                                          By:___________________________________
                                             Name:______________________________
                                             Title:_____________________________


                                          By:___________________________________
                                             Name:______________________________
                                             Title:_____________________________

                                       67
<PAGE>



Address:
-------
151 O'Connor Street                                  EXPORT DEVELOPMENT CANADA,
Ottawa, Ontario, Canada                               as Lender
Attention: Denis L'Heureux/Diana MacGibbon
Telephone: +1 (613) 597 8809
Facsimile: +1 (613) 597 8503                         By:________________________
                                                        Name:___________________
                                                        Title:__________________


                                                     By:________________________
                                                     Name:______________________
                                                     Title:_____________________


                                       68
<PAGE>