<PAGE>
                                                                     Exhibit 2.9


                          FIRST SUPPLEMENTAL INDENTURE

          FIRST SUPPLEMENTAL INDENTURE, dated as of June 24, 2002 (the
"Supplemental Indenture"), among CORPORACION DURANGO, S.A. de C.V., a variable
capital company (sociedad anonima de capital variable) organized under the laws
of the United Mexican States (the "Company"), EMPAQUES DE CARTON TITAN, S.A. de
C.V., COMPANIA PAPELERA DE ATENQUIQUE, S.A. de C.V., PONDEROSA INDUSTRIAL DE
MEXICO, S.A. de C.V. and INDUSTRIAS CENTAURO, S.A. de C.V. (each, a "Subsidiary
Guarantor" and together, the "Subsidiary Guarantors") and JPMORGAN CHASE BANK, a
banking corporation duly organized and existing under the laws of New York (the
"Trustee"), as trustee under the Indenture, dated as of June 24, 2002 (the
"Indenture"), between the Company and the Trustee.

                                   WITNESSETH

          WHEREAS, the Company has issued its 13 3/4% Senior Notes due 2009 (the
"Securities") in the aggregate principal amount of US$175,000,000 under and
pursuant to the Indenture;

          WHEREAS, pursuant to Section 901(a) of the Indenture, the Company and
the Trustee may, without the consent of any Holder and notwithstanding Section
902 of the Indenture, enter into one of more indentures supplemental to the
Indenture, in form satisfactory to the Trustee, for the purpose of providing for
the issuance of guarantees for the Securities;

          WHEREAS, the Company, the Subsidiary Guarantors and the Trustee have
determined to enter into this Supplemental Indenture for the purpose of
unconditionally guaranteeing all of the Company's obligations under the
Securities and the Indenture on the terms and conditions set forth herein (the
"Guarantee"); and

          WHEREAS, all things necessary for the execution of this Supplemental
Indenture and to make this Supplemental Indenture a valid and binding agreement
of the Company, the Subsidiary Guarantors and the Trustee have been done;

          NOW, THEREFORE, for and in consideration of the foregoing and for
other good and valuable consideration, the receipt of which is hereby
acknowledged by the Company, the Subsidiary Guarantors and the Trustee hereby
agree for the benefit of each other and the equal and ratable benefit of the
Holders of the Securities as follows:

                                    ARTICLE I

                            RATIFICATION; DEFINITIONS

          Section 101. Supplemental Indenture. This Supplemental Indenture is
supplemental to, and is entered into in accordance with, Section 901 of the
Indenture and, except as modified, amended and supplemented by this Supplemental
Indenture, the provisions of the Indenture are in all respects ratified and
confirmed and shall remain in full force and effect.

<PAGE>


          Section 102. Definitions. Unless the context shall otherwise require,
all terms which are defined in Section 101 of the Indenture shall be given the
same meanings, respectively, in this Supplemental Indenture as such terms are
given in said Section 101 of the Indenture.

          Section 103. Effectiveness of Supplemental Indenture. This
Supplemental Indenture shall become effective on the date on which each of the
following conditions has been satisfied: (i) each of the Company, the Subsidiary
Guarantors and the Trustee shall have duly executed and delivered this
Supplemental Indenture; (ii) the Trustee shall have received from the Company an
officer's certificate, substantially in the form of Exhibit A; (iii) the Trustee
shall have received an opinion of New York counsel, substantially in the form of
Exhibit B; and (iv) the Trustee shall have received an opinion of Mexican
counsel, substantially in the form of Exhibit C. Following the effectiveness
hereof, the Indenture shall be deemed supplemented in accordance herewith, and
this Supplemental Indenture shall form a part of the Indenture for all purposes,
and every Holder of Securities heretofore or hereafter authenticated and
delivered under the Indenture shall be bound thereby.

                                   ARTICLE II

                             AGREEMENT TO GUARANTEE

          Section 201. Guarantee. Each of the Subsidiary Guarantors hereby
agrees as follows:

          (a) unconditionally to jointly and severally guarantee to each Holder
of a Security authenticated and delivered by the Trustee and to the Trustee and
its successors and assigns, irrespective of the validity and enforceability of
the Indenture, the Securities or the obligations of the Company hereunder or
thereunder, that:

          (i) the principal of, premium, if any, and interest (including any
     Additional Amounts payable thereon) on the Securities will be promptly paid
     in full when due, and interest on the overdue principal, premium, if any,
     and interest, if any, whether at maturity, by acceleration, redemption or
     otherwise, and interest on the overdue principal of and interest on the
     Securities, if any, if lawful, and all other obligations of the Company to
     the Holders or the Trustee hereunder or thereunder will be promptly paid in
     full or performed, all in accordance with the terms hereof and thereof; and

          (ii) in case of any extension of time of payment or renewal of any
     Securities or any of such other obligations, the same will be promptly paid
     in full when due or performed in accordance with the terms of the extension
     or renewal, whether at stated maturity, by acceleration or otherwise.
     Failing payment when due of any amount so guaranteed or any performance so
     guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly
     and severally obligated to pay the same immediately.

          (b) The obligations hereunder shall be unconditional, irrespective of
the validity, regularity or enforceability of the Securities or the Indenture,
the absence of any action to enforce the same, any waiver or consent by any
Holder of the Securities with respect to any

                                        2

<PAGE>

provisions hereof (other than, with respect to any Subsidiary Guarantor, any
waiver or consent given pursuant to the Indenture, which expressly releases,
terminates, limits or otherwise conditions such Subsidiary Guarantor's
obligations hereunder) or thereof, the recovery of any judgment against the
Company, any action to enforce the same or any other circumstance that might
otherwise constitute a legal or equitable discharge or defense of a guarantor
(other than as set forth in Section 303 hereof).

          (c) The following are hereby waived: diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Company, any right to require a proceeding first against the Company,
protest, notice and all demands whatsoever. Each Subsidiary Guarantor also
hereby waives and will not in any manner whatsoever claim or take the benefit or
advantage of, any rights of reimbursement, indemnity or subrogation or any other
rights against the Company or any other Subsidiary Guarantor as a result of any
payment by such Subsidiary Guarantor under its Guarantee until the Securities
have been paid in full, in U.S. Dollars.

          (d) If any Holder or the Trustee is required by any court or otherwise
to return to the Company, the Subsidiary Guarantors, or any custodian, trustee,
liquidator or other similar official acting in relation to either the Company or
the Subsidiary Guarantors, any amount paid by either to the Trustee or such
Holder, this Guarantee, to the extent theretofore discharged, shall be
reinstated in full force and effect.

          (e) As between the Company and the Subsidiary Guarantors, on the one
hand, and the Holders and the Trustee, on the other hand, (x) the maturity of
the obligations guaranteed hereby may be accelerated as provided in Article Five
of the Indenture for the purposes of this Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
obligations guaranteed hereby, and (y) in the event of any declaration of
acceleration of such obligations as provided in Article Five of the Indenture,
such obligations (whether or not due and payable) shall forthwith become due and
payable by the Company and the Subsidiary Guarantors for the purpose of this
Guarantee.

          (f) Each Subsidiary Guarantor, for the benefit of each Holder,
confirms that it is a solvent corporation and that the granting of each
Guarantee is not made with the purpose of defrauding any of its current
creditors and each Holder, by its acceptance hereof, confirms that it is taking
each such Guarantee in good faith based on such representation. Each Subsidiary
Guarantor and, by its acceptance hereof, each Holder confirms that it is the
intention of all such parties that the Guarantee by such Subsidiary Guarantor
pursuant to the Guarantee not constitute a fraudulent transfer or conveyance for
purposes of the United States Bankruptcy Code, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law.
These representations are also made for purposes of the Mexican Corporate
Reorganization Law (Ley de Concursos Mercantiles). To effectuate the foregoing,
the Holders and each such Subsidiary Guarantor hereby irrevocably agree that the
obligations of such Subsidiary Guarantor under the Guarantee shall be limited to
the maximum amount as will, after giving effect to all other contingent and
fixed liabilities of such Subsidiary Guarantor and after giving effect to any
collections from or payments made by or on behalf of any other Subsidiary
Guarantor in respect of the obligations of such other Subsidiary Guarantor under
its Guarantee,

                                        3

<PAGE>

result in the obligations of such Subsidiary Guarantor under its Guarantee not
constituting such fraudulent transfer or conveyance.

          (g) To evidence its Guarantee, each Subsidiary Guarantor agrees that a
notation of such Guarantee, substantially in the form of Exhibit D, shall be
endorsed by an executive officer of each Subsidiary Guarantor on each Security
authenticated and delivered by the Trustee.

                                   ARTICLE III

                                  MISCELLANEOUS


          Section 301. Execution and Delivery. Each Subsidiary Guarantor agrees
that the Guarantees shall remain in full force and effect notwithstanding any
failure to endorse on each Security a notation of such Guarantee.

          Section 302. Subsidiary Guarantor May Consolidate, Etc., on Certain
Terms. Except as otherwise provided in Section 303 hereof, a Subsidiary
Guarantor may not consolidate with or merge with or into any other Person or
convey, sell, assign, transfer, lease or otherwise dispose of its properties and
assets substantially as an entirety to any other Person (other than the Company
or another Subsidiary Guarantor) unless:

               (i) subject to the provisions of the following paragraph, the
          Person formed by or surviving such consolidation or merger (if other
          than such Subsidiary Guarantor) or to which such properties and assets
          are transferred assumes all of the obligations of such Subsidiary
          Guarantor under this Indenture and its Guarantee, pursuant to a
          supplemental indenture in form and substance satisfactory to the
          Trustee;

               (ii) immediately after giving effect to such transaction, no
          Default or Event of Default has occurred and is continuing; and

               (iii) the Subsidiary Guarantor delivers, or causes to be
          delivered, to the Trustee, in form and substance reasonably
          satisfactory to the Trustee, an Officers' Certificate and an Opinion
          of Counsel, each stating that such transaction complies with the
          requirements of the Indenture, as amended by this Supplemental
          Indenture.

          For purposes of the foregoing, the transfer (by lease, assignment,
sale or otherwise, in a single transaction or series of transactions) of all or
substantially all of the properties or assets of one or more Subsidiary
Guarantors, the Capital Stock of which constitutes all or substantially all of
the properties and assets of the Company, shall be deemed to be the transfer of
all or substantially all of the properties and assets of the Company.

          In case of any such consolidation, merger, sale or conveyance and upon
the assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and reasonably satisfactory in form to the Trustee, of
the Guarantee endorsed upon the Securities and the due and punctual performance
of all of the covenants and conditions of the

                                        4
<PAGE>

Indenture to be performed by a Guarantor, such successor Person shall succeed to
and be substituted for a Guarantor with the same effect as if it had been named
herein as a Guarantor. Such successor Person thereupon may cause to be signed
any or all of the Guarantees to be endorsed upon all of the Securities issuable
hereunder which theretofore shall not have been signed by the Company and
delivered to the Trustee. All the Guarantees so issued shall in all respects
have the same legal rank and benefit under the Indenture as the Guarantees
theretofore and thereafter issued in accordance with the terms of the Indenture
as though all of such Guarantees had been issued at the date of the execution
hereof.

          Section 303. Releases. A Subsidiary Guarantor will be deemed
automatically and unconditionally released and discharged from all of its
obligations under its Guarantee without any further action on the part of the
Trustee or any Holder of the Securities solely upon (i) a sale, transfer or
other disposition to a Person not an Affiliate of the Company of all of the
Capital Stock of such Subsidiary Guarantor which is owned by the Company or any
other Restricted Subsidiary, or all or substantially all of the assets of, such
Subsidiary Guarantor, by way of merger, consolidation or otherwise, which
transaction is not otherwise prohibited by the Indenture; provided that any such
termination shall occur (x) only to the extent that all obligations of such
Subsidiary Guarantor under all of its guarantees of, and under all of its
pledges of assets or other security interests which secure any Indebtedness of
the Company shall also terminate upon such sale, transfer or other disposition
or release and (y) only if the Trustee is furnished with written notice of such
release together with an Officers' Certificate from such Subsidiary Guarantor to
the effect that all of the conditions to release in this Section 303 have been
satisfied or (ii) the complete performance of the obligations contained in the
Securities and the Indenture. Any Subsidiary Guarantor not released from its
obligations under its Guarantee shall remain liable for the full amount of
principal of and interest on the Securities and for the other obligations of any
Guarantor under the Indenture.

          Section 304. No Recourse Against Others. No director, officer,
employee, incorporator or stockholder of the Company or any Subsidiary
Guarantor, as such, shall have any liability for any obligations of the Company
or the Subsidiary Guarantors under the Securities, the Indenture, as modified by
this Supplemental Indenture, the Guarantees or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder of
Securities by accepting a Security waives and releases all such liability. The
waiver and release are part of the consideration for issuance of the Securities.
The waiver may not be effective to waive liabilities under the federal
securities laws.

          Section 305. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE AND THE
GUARANTEES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

          Section 306. Counterparts. This Supplemental Indenture may be executed
in two or more counterparts (including facsimile copies), each of which shall be
deemed an original, but all of which, taken together, will constitute one and
the same instrument. Delivery of an executed counterpart of a signature page by
telecopier shall be as effective as delivery of a manually executed counterpart
thereof.

                                        5
<PAGE>

          Section 307. Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction hereof.

          Section 308. Trustee. The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by the Subsidiary Guarantors and the
Company.

          Section 309. Parties Bound. This Supplemental Indenture shall form
part of the Indenture for all purposes, and every Holder of the Securities
heretofore or hereafter authenticated and delivered shall be bound hereby. Upon
the execution of this Supplemental Indenture and the Securities theretofore
issued shall be deemed to be modified and amended in accordance with this
Supplemental Indenture and the respective rights, limitation of rights,
obligations, duties and immunities under the Indenture of the Company and the
Trustee and the Holders of the Securities shall thereafter be determined,
exercised and enforced thereunder subject in all respects to such modifications
and amendments, and all the terms and conditions of this Supplemental Indenture
shall be and be deemed to be a part of the terms and conditions of the Indenture
and the Securities theretofore issued for any and all purposes.

          Section 310. Separability. In case any provision in this Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality or
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

          Section 311. Consent to Service; Jurisdiction. Each party hereto
irrevocably agrees that any legal suit, action or proceeding arising out of or
relating to this Supplemental Indenture or the Guarantees may be instituted in
any federal or state court in the Borough of Manhattan, The City of New York,
waives any objection which it may now or hereafter have to the laying of the
venue of any such legal suit, action or proceeding, waives any immunity from
jurisdiction or to service of process in respect of any such suit, action or
proceeding, waives any right to which it may be entitled on account of place of
residence or domicile, and irrevocably submits to the jurisdiction of any such
court in any such suit, action or proceeding. The Company and each of the
Subsidiary Guarantors agree that a final judgment in any such suit, 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 in accordance with
applicable law. The Company and each of the Subsidiary Guarantors hereby
irrevocably waive any right to invoke jurisdiction it may have to any court by
virtue of Mexican law. The Company and each of the Subsidiary Guarantors hereby
appoint Durango Paper Company, 1000 Osborne Street, St. Marys, Georgia 31558,
Attention: Prudencio Calderon, as its authorized agent upon which process may be
served in any legal suit, action or proceeding arising out of or relating to
this Supplemental Indenture or the Guarantees which may be instituted in any
federal or state court in the Borough of Manhattan, The City of New York, and
agree that service of process upon such agent, and written notice of said
service to the Company or each of the Subsidiary Guarantors, as the case may be,
by the person serving the same, shall be deemed in every respect effective
service of process upon the Company and each of the Subsidiary Guarantors, as
applicable, in any such suit, action or proceeding and further designates its
domicile, the domicile of Durango Paper

                                        6
<PAGE>

Company specified above and any domicile Durango Paper Company may have in the
future as its domicile to receive any notice hereunder (including service of
process). If for any reason Durango Paper Company (or any successor agent for
this purpose) shall cease to act as agent for service of process as provided
above, the Company and each of the Subsidiary Guarantors will promptly appoint a
successor agent for this purpose reasonably acceptable to the Trustee. The
Company and each of the Subsidiary Guarantors agree to take any and all actions
as may be necessary to maintain such designation and appointment of such agent
in full force and effect.

          Section 312. Indemnification of Judgment Currency. Each of the
Subsidiary Guarantors agrees that U.S. dollars are the sole currency of account
and payment for all sums payable by the Company and each of the Subsidiary
Guarantors under or in connection with this Supplemental Indenture or the
Guarantees, including damages, which will be paid without set-off or
counterclaim. Any amount received or recovered in a currency (the "Judgment
Currency") other than dollars (whether as a result of, or of the enforcement of,
a judgment or order of a court of any jurisdiction, in the winding-up or
dissolution of the Company and each of the Subsidiary Guarantors or otherwise)
by any Holder in respect of any sum expressed to be due to it from the Company
and each of the Subsidiary Guarantors shall only constitute a discharge to the
Company and each of the Subsidiary Guarantors to the extent of the dollar amount
which the recipient is able to purchase with the amount so received or recovered
in that other currency on the date of that receipt or recovery (or, if it is not
practicable to make that purchase on that date, on the first date on which it is
practicable to do so). If that dollar amount is less than the dollar amount
expressed to be due to the recipient under any Guarantee, each of the Subsidiary
Guarantors shall indemnify the recipient against any loss sustained by it as a
result. In any event, each of the Subsidiary Guarantors shall indemnify the
recipient against the cost of making any such purchase. For the purposes of this
Section 312, it will be sufficient for the Holder to certify in a satisfactory
manner (indicating the sources of information used) that it would have suffered
a loss had an actual purchase of dollars been made with the amount so received
in that other currency on the date of receipt or recovery (or, if a purchase of
dollars on such date had not been practicable, on the first date on which it
would have been practicable, it being required that the need for a change of
date be certified in the manner mentioned above). These indemnities constitute a
separate and independent obligation from other obligations of each of the
Subsidiary Guarantors, shall give rise to a separate and independent cause of
action, shall apply irrespective of any indulgence granted by any Holder and
shall continue in full force and effect despite any other judgment, order, claim
or proof for a liquidated amount in respect of any sum due under any Guarantee.

                                        7
<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.


                                   CORPORACION DURANGO, S.A. de C.V.


                                   By: /s/ Mayela Rincon de Velasco
                                       ----------------------------
                                       Name:  Mayela Rincon de Velasco
                                       Title: Chief Financial Officer


                                   EMPAQUES DE CARTON TITAN, S.A. de C.V.


                                   By: /s/ Mayela Rincon de Velasco
                                       ----------------------------
                                       Name:  Mayela Rincon de Velasco
                                       Title: Chief Financial Officer

                                   COMPANIA PAPELERA DE ATENQUIQUE, S.A. de C.V.

                                   By: /s/ Mayela Rincon de Velasco
                                       ----------------------------
                                       Name:  Mayela Rincon de Velasco
                                       Title: Chief Financial Officer

                                   PONDEROSA INDUSTRIAL DE MEXICO, S.A. de C.V.

                                   By: /s/ Mayela Rincon de Velasco
                                       ----------------------------
                                       Name:  Mayela Rincon de Velasco
                                       Title: Chief Financial Officer

                                   INDUSTRIAS CENTAURO, S.A. de C.V.

                                   By: /s/ Mayela Rincon de Velasco
                                       -----------------------------
                                       Name:  Mayela Rincon de Velasco
                                       Title: Chief Financial Officer

                                   JPMORGAN CHASE BANK, AS TRUSTEE

                                   By: /s/ Catherine F. Donohue
                                       ------------------------
                                         Name: Catherine F. Donohue
                                         Title: Vice President


                                       8
<PAGE>

                                                                       EXHIBIT A
                          FORM OF OFFICER'S CERTIFICATE


                        CORPORACION DURANGO, S.A. DE C.V.

                              Officer's Certificate

          Reference is made to the Indenture, dated as of June 24, 2002, between
CORPORACION DURANGO,  S.A. DE C.V., a variable capital company (sociedad anonima
de capital variable)  organized under the laws of the United Mexican States (the
"Company")  and JPMORGAN  CHASE BANK, a banking  corporation  duly organized and
existing under the laws of New York, as Trustee (the "Trustee"),  as modified by
the First Supplemental Indenture,  dated as of June 24, 2002, among the Company,
EMPAQUES DE CARTON TITAN, S.A. de C.V., COMPANIA PAPELERA DE ATENQUIQUE, S.A. de
C.V., PONDEROSA INDUSTRIAL DE MEXICO, S.A. de C.V. and INDUSTRIAS CENTAURO, S.A.
de C.V. and the Trustee (collectively, the "Indenture").  Capitalized terms used
but not defined herein shall have the meaning ascribed thereto in the Indenture.

          I, Mayela R. de Velasco, certify that I am the duly qualified and
elected Vice President and Chief Financial Officer of the Company, and that, as
such, I am authorized to execute this certificate on behalf of the Company, and
DO HEREBY CERTIFY that:

          (a) Attached hereto as Schedule I is a true and correct copy of
resolutions duly adopted by the Board of Directors of the Company at a meeting
held on ______ __, 2002, authorizing the transactions contemplated by the First
Supplemental Indenture, which resolutions have not been revoked, modified,
amended or rescinded and are still in full force and effect; and

          (b) I am of the opinion that the execution and delivery of the First
Supplemental Indenture by the Company complies with the conditions and covenants
contained in Sections 901 and 1012 of the Indenture.

          In connection with the certifications rendered above, and in order to
express an informed opinion regarding the same, I have examined originals or
copies certified or otherwise identified to my satisfaction of the Indenture and
the First Supplemental Indenture and have examined the originals, or certified,
conformed or reproduction copies, of such records, agreements, instruments and
documents as I have deemed relevant or necessary as the basis for the
certifications rendered above. I have assumed the genuineness of all signatures
on original or certified copies, the authenticity of documents submitted to me
as originals and the conformity to original or certified copies of all copies
submitted to me as certified or reproduction copies.


<PAGE>


          IN WITNESS WHEREOF, I have executed this Certificate of the Company
this 24th day of June, 2002.

                            CORPORACION DURANGO, S.A. DE C.V.



                            By:
                               ----------------------------------
                               Name:  Mayela R. de Velasco
                               Title: Vice President and Chief Financial Officer


                                       2

<PAGE>

                                                                       EXHIBIT B


                     FORM OF NEW YORK COUNSEL LEGAL OPINION

June 24, 2002



JPMORGAN CHASE BANK
Institutional Trust Services
430 West 33rd Street, 15th Floor
New York, NY 10001-2697
Attention:  Catherine Donohue


Ladies and Gentlemen:

          We have acted as special U.S. counsel for CORPORACION DURANGO, S.A. de
C.V. (the "Company"), EMPAQUES DE CARTON TITAN, S.A. de C.V., COMPANIA PAPELERA
DE ATENQUIQUE, S.A. de C.V., PONDEROSA INDUSTRIAL DE MEXICO, S.A. de C.V. and
INDUSTRIAS CENTAURO, S.A. de C.V., (each, a "Subsidiary Guarantor" and together,
the "Subsidiary Guarantors") each a variable capital company (sociedad anonima
de capital variable) organized under the laws of the United Mexican States
("Mexico"), in connection with the execution and delivery of the First
Supplemental Indenture, dated as of June 24, 2002 (the "Supplemental
Indenture"), among the Company, the Subsidiary Guarantors and JPMORGAN CHASE
BANK, a banking corporation duly organized and existing under the laws of New
York, as Trustee (the "Trustee"), to the Indenture, dated as of June 24, 2002
(the "Indenture"), between the Company and the Trustee.

          In connection with our opinion expressed below, we have examined
originals or copies certified or otherwise identified to our satisfaction of the
Supplemental Indenture and have examined the originals, or certified, conformed
or reproduction copies, of such records, agreements, instruments and documents
as we have deemed relevant or necessary as the basis for the opinions
hereinafter expressed. In stating our opinion, we have assumed the genuineness
of all signatures on original or certified copies, the authenticity of documents
submitted to us as originals and the conformity to original or certified copies
of all copies submitted to us as certified or reproduction copies. As to
questions of fact material to this opinion, we have relied upon, and assumed
without any independent verification, the accuracy of all statements made in the
officer's certificate delivered by the Company pursuant to Section 103(ii) of
the Supplemental Indenture.

          This opinion is furnished pursuant to Section 103(iii) of the
Supplemental Indenture. Terms used herein which are defined in the Supplemental
Indenture shall have the respective meanings set forth in the Supplemental
Indenture, unless otherwise defined herein.

<PAGE>

          Based upon the foregoing and subject to the qualifications,
assumptions and limitations set forth below, it is our opinion that the
execution and delivery of the Supplemental Indenture is authorized and permitted
by the Indenture.

          In rendering the opinion set forth herein, we have assumed (i) that
the Supplemental Indenture has been validly authorized, executed and delivered
by each of the Company and the Subsidiary Guarantors under Mexican law, (ii) the
due authorization, execution and delivery of the Supplemental Indenture by the
Trustee and (iii) that the Trustee has the full power, authority and legal right
to enter into and perform its obligations thereunder.

          The opinion expressed above is limited to questions arising under the
law of the State of New York and does not cover any questions arising under or
relating to the law of any other jurisdiction. This opinion is furnished to you
as the Trustee and is solely for your benefit and may not be used or relied upon
by or published or communicated to any other person or entity other than the
addressee hereof for any purpose whatsoever without our prior written consent in
each instance.

                                                     Very truly yours,

                                        2

<PAGE>

                                                                       EXHIBIT C
                       FORM OF OPINION OF MEXICAN COUNSEL

June 24, 2002



JPMORGAN CHASE BANK
Institutional Trust Services
430 West 33rd Street, 15th Floor
New York, NY 10001-2697
Attention:  Catherine Donohue


Ladies and Gentlemen:

          I have acted as general counsel for CORPORACION DURANGO, S.A. de C.V.
(the "Company"), EMPAQUES DE CARTON TITAN, S.A. de C.V., COMPANIA PAPELERA DE
ATENQUIQUE, S.A. de C.V., PONDEROSA INDUSTRIAL DE MEXICO, S.A. de C.V. and
INDUSTRIAS CENTAURO, S.A. de C.V., (each, a "Subsidiary Guarantor" and together,
the "Subsidiary Guarantors") each a variable capital company (sociedad anonima
de capital variable) organized under the laws of the United Mexican States
("Mexico"), in connection with the execution and delivery of the First
Supplemental Indenture, dated as of June 24, 2002 (the "Supplemental
Indenture"), among the Company, the Subsidiary Guarantors and JPMORGAN CHASE
BANK, a banking corporation duly organized and existing under the laws of New
York, as Trustee (the "Trustee"), to the Indenture, dated as of June 24, 2002
(the "Indenture"), between the Company and the Trustee.

          In connection with my opinions expressed below, I have examined
originals or copies certified or otherwise identified to my satisfaction of the
Supplemental Indenture and have examined the originals, or certified, conformed
or reproduction copies, of such records, agreements, instruments and documents
as I have deemed relevant or necessary as the basis for the opinions hereinafter
expressed. In stating my opinion, I have assumed the genuineness of all
signatures on original or certified copies, the authenticity of documents
submitted to me as originals and the conformity to original or certified copies
of all copies submitted to me as certified or reproduction copies.

          This opinion is furnished pursuant to Section 103(iv) of the
Supplemental Indenture. Terms used herein which are defined in the Supplemental
Indenture shall have the respective meanings set forth in the Supplemental
Indenture, unless otherwise defined herein.

          Based upon the foregoing and subject to the qualifications,
assumptions and limitations set forth below, it is my opinion that:

          1. Each of the Company and the Subsidiary Guarantors (i) is duly
organized and validly existing under the laws of Mexico, (ii) has the corporate
power to execute, deliver and perform the Supplemental Indenture and (iii) has
taken all necessary corporate action to authorize the execution, delivery and
performance by it of the Supplemental Indenture.


<PAGE>

          2. The Supplemental Indenture constitutes a valid and binding
agreement of each of the Company and the Subsidiary Guarantors enforceable
against each of the Company and the Subsidiary Guarantors in accordance with its
terms, except as the enforceability thereof may be limited by bankruptcy,
concurso mercantil, insolvency, reorganization, or other similar laws affecting
the enforcement of creditors' rights generally and to general equitable
principles (regardless of whether the issue of enforceability is considered in a
proceeding in equity or at law).

          3. Neither the execution, delivery or performance by the Company or
the Subsidiary Guarantors of their obligations under the Supplemental Indenture
will contravene any applicable Mexican law, and no consent approval,
authorization or order of, or qualification with, any Mexican governmental
agency or body is required for the performance by the Company or the Subsidiary
Guarantors of their obligations under the Supplemental Indenture.

          In rendering the opinions set forth in paragraphs 2 and 3 above, I
have assumed (i) the due authorization, execution and delivery of the
Supplemental Indenture by the Trustee and (ii) that the Trustee has the full
power, authority and legal right to enter into and perform its obligations
thereunder.

          The opinions expressed above are limited to questions arising under
the laws of Mexico and do not cover any questions arising under or relating to
the law of any other jurisdiction. This opinion is furnished to you as the
Trustee and is solely for your benefit and may not be used or relied upon by or
published or communicated to any other person or entity other than the addressee
hereof for any purpose whatsoever without my prior written consent in each
instance.

                                           Very truly yours,




                                           Gabriel Villegas Salazar
                                           General Counsel

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<PAGE>


                                                                       EXHIBIT D

                                FORM OF GUARANTEE

          For value received, each of the undersigned hereby jointly, severally
and unconditionally guarantee, as principal obligor and not only as a surety, to
the Holder of this Note the cash payments in United States Dollars of principal
of, premium, if any, and interest on this Note (and including Additional Amounts
payable thereon) in the amounts and at the time when due and interest on the
overdue principal, premium, if any, and interest, if any, of this Note, if
lawful, and the payment or performance of all other obligations of the Company
under the Indenture or the Notes, to the Holder of this Note and the Trustee,
all in accordance with and subject to the terms and limitations of this Note,
Article Two of the Supplemental Indenture dated as of June 24, 2002 (the
"Supplemental Indenture"), among CORPORACION DURANGO, S.A. de C.V., a variable
capital company (sociedad anonima de capital variable) organized under the laws
of the United Mexican States (the "Company"), EMPAQUES DE CARTON TITAN, S.A. de
C.V., COMPANIA PAPELERA DE ATENQUIQUE, S.A. de C.V., PONDEROSA INDUSTRIAL DE
MEXICO, S.A. de C.V. and INDUSTRIAS CENTAURO, S.A. de C.V. (each, a "Subsidiary
Guarantor" and together, the "Subsidiary Guarantors") and JPMORGAN CHASE BANK, a
banking corporation duly organized and existing under the laws of New York (the
"Trustee"), and this Guarantee. This Guarantee will become effective in
accordance with Article Two of the Supplemental Indenture as its terms shall be
evidenced therein. The validity and enforceability of any Guarantee shall not be
affected by the fact that it is not affixed to any particular Note. Capitalized
terms used but not defined herein shall have the meanings ascribed to them in
the Indenture, dated as of June 24, 2002, between the Company, as issuer, and
the Trustee.

          The obligations of the undersigned to the Holders of Notes and to the
Trustee pursuant to the Guarantee and the Indenture are expressly set forth in
Article Two of the Supplemental Indenture and reference is hereby made to both
the Indenture and the Supplemental Indenture for the precise terms of the
Guarantee and all of the other provisions of the Indenture and the Supplemental
Indenture to which this Guarantee relates.

          THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAWS. EACH SUBSIDIARY GUARANTOR AGREES TO SUBMIT TO THE NON-EXCLUSIVE
JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH
OF MANHATTAN, THE CITY OF NEW YORK IN ANY LEGAL SUIT, ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THE INDENTURE, THE SUPPLEMENTAL INDENTURE, THE
SECURITIES OR THIS GUARANTEE.

          This Guarantee is subject to release upon the terms set forth in the
Indenture and the Supplemental Indenture.


<PAGE>

          IN WITNESS WHEREOF, each of the Guarantors has caused this Guarantee
to be duly executed.

Date:

                                   EMPAQUES DE CARTON TITAN, S.A. de C.V.


                                   By: ______________________________
                                       Name:  Mayela Rincon de Velasco
                                       Title: Chief Financial Officer

                                   COMPANIA PAPELERA DE ATENQUIQUE, S.A. de C.V.

                                   By: ______________________________
                                       Name:  Mayela Rincon de Velasco
                                       Title: Chief Financial Officer

                                   PONDEROSA INDUSTRIAL DE MEXICO, S.A. de C.V.

                                   By: ______________________________
                                       Name:  Mayela Rincon de Velasco
                                       Title: Chief Financial Officer

                                   INDUSTRIAS CENTAURO, S.A. de C.V.

                                   By: ______________________________
                                       Name:  Mayela Rincon de Velasco
                                       Title: Chief Financial Officer


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