**Exhibit 2.(b)(6)**

 

**NOTARIAL TESTIMONY OF THE PUBLIC DEED CONTAINING ALOAN AGREEMENT ENTERED INTO BY AND BETWEEN “BANCO NACIONAL DE COMERCIO EXTERIOR”,SOCIEDAD NACIONAL DE CREDITO, INSTITUCION DE BANCA DE DESARROLLO AND “GRUMA”,SOCIEDAD ANONIMA BUSRATIL DE CAPITAL VARIABLE.**

 
| NUMBER.      |   | 89,935. |   |
|--------------|--------|---------|--------|
|         |   |    |   |
| BOOK.        |   | 1,496.  |   |
|         |   |    |   |
| YEAR.        |   | 2,008.  |   |
| AMA/CHM/AMA. |

 

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BOOK ONE THOUSAND FOURHUNDRED AND NINETY SIX. AMA/CHM/AMA

 

**EIGHTY NINE THOUSAND NINE HUNDREDTHIRTY FIVE**.

 

MEXICO CITY, November twelve,two thousand eight.

 

**AMANDO MASTACHI AGUARIO**, notary public number one hundred twenty one for Mexico City and Notaryof the Federal Real Estate Property National Wealth, hereby formalizes: **THE LOAN AGREEMENT** entered into by and between “**BANCO NACIONAL DE COMERCIO EXTERIOR**”, **SOCIEDADNACIONAL DE CRÉDITO, INSTITUCIÓN DE BANCA DE DESARROLLO**, hereinafterthe “**LENDER**” represented herein by attorneysin fact Jorge Arturo Tovar Castro and Horacio Vaquera García, and “**GRUMA**”, **SOCIEDAD ANÓNIMA BURSÁTILDE CAPITAL VARIABLE**, hereinafter the “**BORROWER**”represented herein by attorney in fact Raúl Alonso Peláez Cano and SalvadorVargas Guajardo, pursuant to the following recitals and clauses:

 

**RECITALS:**

 

**A. ABOUT THE BENEFICIARY UNDEROATH:**

 

**I.**That it requested from the “LENDER” the entering into and execution ofthis Credit Agreement for an amount up to $3,367 ́000,000.00 (Three ThousandThree Hundred Sixty Seven Million Mexican Pesos, National Currency).

 

**II.** That its commercial negotiation is free from any liens.

 

**III.**That in order to request this credit it has stated that it has notcommitted any bribery act towards a government officer from the country whereit carries out its activity and that such statement prevails in force undersuch terms on the date of execution hereof.

 

**IV.** That it is aware that the “LENDER” entered into and executed on November eleven,two thousand eight a guaranty agreement with the Bank of Mexico (*Banco de*México) acting as Trustee of the Federal Governmentfor the trust named Special Fund for Technical Assistance And Guaranty forAgricultural credits (FEGA) and also states that it is aware of the terms andconditions that govern such agreement.

 

**B. ABOUT THE “LENDER”:**

 

That it is willing to grantthis line of credit requested by the “BORROWER”, pursuant to the following:

 

**CLAUSES:**

 

**AMOUNT:****FIRST.**The “LENDER” grants in favor ofthe “BORROWER”, and the “BORROWER” receives from the “LENDER”, a Line ofCredit, hereinafter the “LOAN”, for an amount up to $3,367 ́000,000.00 (ThreeThousand Three Hundred Sixty Seven Million Mexican Pesos, National Currency),amount that does not comprise any interests, expenses and commissionswhatsoever which the “BORROWER” must pay to the “LENDER”.

 

**USE:****SECOND.**The “BORROWER” shall investthe “LOAN” amount for its general corporate purposes (total or partialliquidation of obligations in favor of counterparties of any currency exchange derivativeFinancial Instruments).

 

**TERM AND FORM OFDISPOSAL:****THIRD.**The “BORROWER” may dispose of the “LOAN” during a term of six monthsbeginning on the date of execution hereof, by means of direct pay out,informing the “LENDER” prior notice of up to three days of its need to dispose,delivering for such purposes the following documentation:

 

**a)**Disposal request, specifying the delivered information and the form fordelivery of resources.

 

**b)**Original copy of the document named: Signature Card, only for the firstdisposal.

 

**c)**Document by which FEGA authorizes the LOAN disposal at hand.

 

**REQUISITESFOR LOAN EXERCISE****.**The “BORROWER” shall not exercise the “LOAN” 

 

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if the following have nothappened:

 

**I.**That it has delivered all documentation for the “LOAN” disposal as requestedherein by the “LENDER”.

 

**II.** That the BORROWER” has paid the corresponding commissions pursuant tothe terms provided herein. The “LENDER” may restrict the disposal term andamount for the “LOAN” and/or terminate this agreement, pursuant to the terms ofArticle two hundred ninety four of the General Law of NegotiableInstruments and Operations, prior written notice provided by the “LENDER”.

 

**PAYMENT TERMAND FORM:****FOURTH.**The“LOAN” shall be paid within a term that shall not exceed two years beginning onthe date of first disposal of the LOAN.

 

The “BORROWER” agrees to paythe “LENDER” the amount, interest and accessory concepts for the “LOAN” in thefollowing place and form:

 

The “BORROWER” shall makethe payments by deposit on account number “08700006949” (zero eight seven zerozero zero zero six nine four nine) under reference number “1013021085230” (onezero one three zero two one zero eight five two three zero) that the “LENDER”has with “Banco Nacional de México”, Sociedad Anónima, Institución de BancaMúltiple on banking work days and hours without the need of prior request orcharge thereof. The “LENDER” shall have the authority to designate anotherplace for payment, prior written notice provided to the “BORROWER” with atleast five days of anticipation. In the event that the date of payment is not awork day pursuant to the bank usages on the place of payment, the due dateshall be the next immediate work day.

 

**ANTICIPATEDPAYMENT:** The “BORROWER” may carryout anticipated payments for the “LOAN” without penalty, pursuant to thefollowing conditions:

 

**a)**That such anticipated payments are only made on the dates set for the paymentof interests for the “LOAN”.

 

**b)**That the amount of the anticipated payments made are applied to the last seriesdue payments, for as much as possible, covering the interests first.

 

**INTERESTS:****FIFTH.**The “BORROWER” agrees to pay the“LENDER” ordinary interests for the disposal referred to herein, at anapplicable annual rate pursuant to the following:

 

T.I.I.E. FOR TWENTY EIGHTDAYS PLUS TWO POINT ZERO PERCENTILE POINTS.

 

For purposes of thisagreement it shall be understood by T.I.I.E. the Interbank Interest EquilibriumRate (*Tasa de Interés Interbancaria de Equilibrio*)for twenty eight days published by the Bank of Mexico on the Federal Gazettebeing the last known published rate on the previous work day to the date ofdisposal, and in the event that the revision and adjustment of the same, thelast known published rate two previous work days to the date of revision andadjustment shall be applied. Such rate shall be rounded up to theten-thousandth of the closest percentile point. For such purposes fivehundred-thousandths ore more than a percentile point shall be consideredclosest to the ten-thousandth of the immediate upper percentile point.

 

The interests shall becalculated per the number of passed calendar days over a base of one year ofthree hundred and sixty days.

 

The T.I.I.E rate shall berevisable and, consequently, adjusted monthly and the interest payable monthly.

 

If for any circumstance theT.I.I.E. rate should disappear, the “BORROWER” agrees that the rate to replaceit shall be the return rate of the Federal Treasury Certificates (*Certificados de la Tesorería Federal*) (CETES) for twentyeight days, considering the last one known prior to the beginning of the periodin which the corresponding interests are accrued, multiplied times one pointtwo plus the agreed points.

 

**LATEPAYMENT:****SIXTH.**Ifany payment obligation hereunder is not duly paid on its due date, from suchdate the “BORROWER” shall pay in favor of the “LENDER” late payment 

 

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interests at a rate thatresults from multiplying times two the ordinary interest rate agreed under theterms of this agreement, applicable to the disposal that gave result to thereferred payment obligation in respect of which the late payment were incurred.Such rate shall be revised and, consequently, adjusted with the same regularrecurrence as for the ordinary rate.

 

**COMMISSIONS:****SEVENTH.**The “BORROWER” shall pay the “LENDER”the following commissions:

 

i). Granting Commission,equal to Zero point Five percent over the total amount of the “LOAN”, due onlyonce, on the date of execution of this agreement.

 

ii). For the cost of the “FEGA”Guaranty Service equal to an annual three percent, pursuant to the following:

 

The calculation to determinethe cost for the Guaranty Service shall be made by periods with a maximumduration of three hundred and sixty five calendar days. The payments for thiscost shall be made at the beginning of each period. The periods shall bedetermined pursuant to the amortization and proceeds calendar.

 

For the purposes ofdetermining a period, for the number of calendar days passed from the proceeddate to the first amortization date for the credit shall be considered, thefollowing period considers from the next proceed to the next amortization (maybe the first or subsequent amortization), without any period exceeding threehundred and sixty five calendar days. When the period so calculated exceedsthree hundred and sixty five calendar days, the charge shall be made with duedate at the three hundred and sixty five calendar days and the subsequentperiods shall begin on the next day after the amortization and until thefollowing amortization.

 

The cost for the GuarantyService shall be determined by multiplying the Unpaid Credit Balance, at thebeginning of each charge period for the corresponding factor according to theexercised coverage, times the number of calendar days for the period (maximumof three hundred and sixty five calendar days), divided by three hundred andsixty days.

 

**OBLIGATIONSOF THE BORROWER:****EIGHTH.**TheBORROWER shall comply with the following obligations in favor of the “LENDER”:

 

**a)**Deliver at most on the last day of the months February, May, August and November ofeach year, interim financial statements (balance sheet and balance statement *balance y estado de resultados*) attaching analyticalrelations of its main collective accounts, with information at the closing ofthe months December, March, June and September respectively. Suchfinancial statements shall be made in compliance with the Financial InformationNorms issued by the Mexican Council for the Investigation and DevelopmentFinancial Information Norms and be duly signed by the Accountant as well as bythe legal representative of the “BORROWER”.

 

**b)** Deliveraudited financial statements made during the term of the “LOAN”, including theauditing statement and explanatory notes, beginning with those corresponding tothe annual fiscal year in which the disposal of resources began. Such financialstatements shall be delivered one hundred days after to the closing of thefiscal year, and shall be made in compliance with the Financial InformationNorms issued by the Mexican Council for the Investigation and DevelopmentFinancial Information Norms.

 

**c)** Authorizethe “LENDER” during the term of the “LOAN” to obtain, analyze and use creditinformation regarding the “BORROWER” through the credit information entity asit may consider most convenient.

 

**d)**Deliver the information requested by the “LENDER” for the follow up andsupervision of the “LOAN”.

 

**e)** Enterinto and execute, and maintain in force, two deposit agreements with the “LENDER”,pursuant to the following:

 

i. For the amount equivalentto one percent of the credit exercised amount. ii. For the amount correspondingto two interest payments, over the “LOAN” exercised balance. This amount shallbe revised monthly at the beginning of each interest payment period; in theevent that there exists a variation that is superior to a ten percent of thedeposited amount, the parties as it may 

 

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correspond, shall contributeor liberate the corresponding amounts within a term that shall not exceed threework days, for the purpose of maintaining the amount corresponding to twointerest payments.

 

**f)**Deliver quarterly reports containing:

 

i). The operative andfinancial performance of the “BORROWER”;

 

ii). The progress of thenegotiations of the “BORROWER” with its financial counterparties of currencyexchange derivative financial instruments; and

 

iii). The negotiationscarried out regarding its bank credits in force at the date of executionhereof.

 

**EARLYTERMINATION:****ELEVENTH.**Theterm for payment of the “LOAN” shall be deemed early terminated, without theneed of prior notice thereof to the “BORROWER”, in the event that the latterincurs in any of the following:

 

**a)** Ifit does not pay on due date one or more of the agreed payments, whether forprincipal amounts, interests or commissions.

 

**b)** Ifit uses the “LOAN” amount or any part thereof, for different purposes thanthose agreed under this agreement, without prior written authorization from the“LENDER”.

 

**c)** Ifit transfers or encumbers more than fifty percent of the assets of the “BORROWER”,without prior written authorization from the “LENDER”.

 

**d)** Ifit fails to timely pay the taxes or any other fiscal debt on its charge,including the due amounts corresponding to the Social Security MexicanInstitute (*Instituto Mexicano del Seguro*Social)and to the National Fund for Workers Housing (*FondoNacional para la Vvivienda de los Trabajadores*), unless they arefound challenged before competent tribunals.

 

**e)** Ifit abandons the administration of its company.

 

**f)** Ifat any time, for any reason, the works of the company property of the “BORROWER”are suspended, even when such suspension is due to labor strike, stoppage orlack or raw materials.

 

**g)** Ifit fails to comply with any other obligation agreed under this or any otheragreement it may have entered into with the “LENDER”, if the execution of thisagreement or the granting of the “LOAN”, causes a default to any otheragreement that the “BORROWER” may have entered into with another creditor ofthe Financial System (*Sistema Financiero*),and if it is found in default of over eighty percent of its payment obligationswith its other creditors that belong to credit institutions.

 

**h)** Ifthe “BORROWER” or someone in its representation commits an act of briberytowards a government official of the country where it carries out its activityand for the event that it commits an act of bribery, it shall be deemedsufficient cause to deny the disposal of the “LOAN”, or cause for early terminationfor the event that it had disposed thereof.

 

**i)** Forthe simple communication that FEGA provides in writing to the “LENDER” pursuantto the provisions of the guaranty agreement referred to in recital A, fourthnumeral, of this agreement. The causes of early termination established hereinare independent from those derived from the applicable Law, reason for whichthey shall not be deemed as restrictive to those established in the applicableLaw.

 

For the simple fact that the“LENDER” early terminates the “LOAN”, the “BORROWER” shall lose its right toobtain any financial support that the “LENDER” provides.

 

**SUSPENSION:****TWELFTH.**The “LENDER” may suspend thegranting of the “LOAN” for any breach of the “BORROWER” to this agreement orany other contractual breach that the following may have with the “LENDER”:

 

i. The shareholders of the “BORROWER”.ii. Any company in which the “BORROWER” may hold stock for thirty percent ormore. iii. Any company in which the shareholders of the 

 

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“BORROWER” hold stock. Forthe purposes of the paragraphs above, shareholders shall mean only those thathold stock for forty nine percent or more.

 

**PAYMENTOF EXPENSES:****THIRTEENTH.**The“BORROWER” shall pay all of the expenses incurred due to this agreement. Forsuch purposes, it shall be understood that agreement expenses include anyexpenses derived from its execution, notarizing, recording before a publicregistry, as well as the expenses included in article three hundred twentyseven on the General Law of Negotiable Instruments and Operations, or of anyother nature as required by law, the performance or execution of theobligations provided thereof or the real estate rights granted as guarantythereto and the cancellation of the record before a public registry, such as:governmental fee payments, services fees, taxes or other expenses derived fromthe agreement. If the “BORROWER” fails to comply with the obligation containedin the preceding paragraph, it hereby authorizes the “LENDER” to pay theexpenses and fees of the notary public before whom this agreement is formalizedor ratified, as well as the governmental fees for recording in thecorresponding public registry, if required, and it agrees to reimburse themwithin a term of three work days, whereby the “BORROWER” shall pay over theamount expended for the payment of such expenses, ordinary interests at a rateof an annual fifty percent. The “LENDER” shall render the “BORROWER” all proofof payment of the expenses referred to in the preceding paragraph.

 

**ENFORCEMENT:****FOURTEENTH.**The “LENDER” reserves theauthority to collect the payment balances in charge of the “BORROWER”, whetherby an ordinary mercantile judicial process (*vía ordinaria mercantil*),an executive mercantile judicial process (*vía ejecutiva mercantil*)and/or a mortgage foreclosure (*hipotecaria*),in the understanding that the “LENDER” may designate enough assets (*señalar bienes*) for a foreclosure in disregard of thewarrant provided in Article one thousand three hundred ninety five of theCommerce Code in force, taking into account also that in no event may the “BORROWER”be designated as depository of the goods, and the depository named thereto bythe “LENDER” shall be able to take possession thereof without requiring anybail. The parties also expressly agree, that the exercise of any of the actionsabove does not imply the waiver of another and that all those that the “LENDER”may have, shall integrally subsist until the whole “LOAN” and any accessorypayments are liquidated by the “BORROWER”.

 

**APPLICABLELAWS AND COMPETENT TRIBUNALS:****FIFTEENTH.**In all regarding the interpretation, performanceand enforcement of this agreement, the parties agree to have the applicablelaws in force for Mexico City (*México Distrito Federal*)govern this agreement, and agree to be subject to the jurisdiction of the competenttribunals of Mexico City (*México Distrito Federal*),expressly waiving the competence of its present or future domicile.

 

**DOMICILES:****SIXTEENTH.**The parties hereby designateas their domiciles for the purposes of any notices and communications regardingthis agreement, the following: The “LENDER”: In Periférico Sur number fourthousand three hundred thirty three, colonia Jardínes de la Montaña, zip codefourteen thousand two hundred ten, Mexico City.

 

The “BORROWER”: InRío de la Plata Oriente Number four hundred seven, colonia Del Valle, zip codesixty six thousand two hundred twenty, San Pedro Garza García, Nuevo León. Ifthe “BORROWER” does not provide written notice to the “LENDER” of any change ofthe respective domiciles, any notice or communication derived from thisagreement shall be rendered at the domiciles provided in this clause.

 

**NEWCONDITIONS OF RESOURCES SOURCES:****SEVENTEENTH.**Before the exercise of the“LOAN”, the terms and conditions of this agreement shall be modified by theparties if such comes from a demand of the resources source pertaining theagreement or funding. Such demand shall be deemed an objective fact that shalloblige the parties to adjust to the new terms and conditions demanded by theresources source.

 

**TAXES:****EIGHTEENTH.**Allpayments that the “BORROWER” must make in favor of the “LENDER” shall be madewithout any withholding, or set off, except for those provided in theapplicable laws.

 

**AUTHORIZATIONFOR THE DISCLOSURE OF INFORMATION:****NINETEENTH.**The “BORROWER” herebyauthorizes the “LENDER” to disclose the information regarding the operationcontained in this agreement as it may be required to the “LENDER” by itsresources 

 

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sources for purposesof funding. The “BORROWER” agrees to, before the “LENDER” and “FEGA”, allowthat the latter may carry out inspections or audits, in any of its facilities,as well as to provide “FIRA” any documentation related to the “LOAN”, whichmight include but not be limited to, financial and accounting statements.

 

**I, THE NOTARY CERTIFY THAT:**

 

**I.**I have fully identified myself as a notary before theparties appearing hereto, who upon my judgement have the legal capacity toenter into and execute this agreement and of whom I have confirmed theiridentity pursuant to the attachment enclosed to the appendix under letter **“A”**.

 

**II.**The legal representatives of “BANCO NACIONAL DECOMERCIO EXTERIOR”, SOCIEDAD NACIONAL DE CRÉDITO, INSTITUCIÓN DE BANCA DEDESARROLLO and of “GRUMA”, SOCIEDAD ANÓNIMA BURSÁTIL DE CAPITAL VARIABLE, statethat the companies they represent have the legal capacity to enter into thisact and prove the authority in which they appear before me and state that theirauthorities have not been revoked nor modified in any way, with the followingdocuments:

 

a). Regarding the legal representatives of “BANCONACIONAL DE COMERCIO EXTERIOR”, SOCIEDAD NACIONAL DE CRÉDITO, INSTITUCIÓN DEBANCA DE DESARROLLO, with:

 

i). As aNational Credit Entity, Development Banking Institution (*SociedadNacional de Crédito, Institución de Banca de Desarrollo*), incorporatedand existing pursuant to the Mexican applicable laws, with legal authority andown assets, governed pursuant to the terms of its Organic Law, published on theFederal Gazette on January twenty, one thousand nine hundred eighty six.

 

ii). Mr. JorgeArturo Tovar Castro, accredits his legal authority with public deed numberforty three thousand and eleven, dated May six, two thousand and eight,granted before Mr. Maximino García Cueto, notary public number fourteenfor Mexico City.

 

iii). Mr. HoracioVaquera García, accredits his legal authority with public deed number fortythree thousand six hundred sixty eight, dated September nine, two thousandeight, before the same notary public as provided in the preceding paragraph.

 

iv) Regarding thelegal representatives of “GRUMA”, SOCIEDAD ANÓNIMA BURSÁTIL DE CAPITALVARIABLE, with: i). Public Deed number two thousand eight hundred fifty seven,dated December twenty four, one thousand nine hundred seventy one, before Mr. AlejandroMacías Barragán, notary public number eighteen for Monterrey, Nuevo León, whosefirst notarial testimony was recorded before the Public Registry of Propertyand Commerce of Monterrey, State of Nuevo León, under number one hundredeighty, folio one hundred ninety three, volume one hundred ninety seven, bookthree, second auxiliary, deeds of commercial companies, commerce section, on May nine,one thousand nine hundred seventy two, by means of which “GRUMA”, SOCIEDADANÓNIMA was incorporated, which currently exists as “GRUMA”, SOCIEDAD ANÓNIMABURSÁTIL DE CAPITAL VARIABLE. ii). Mr. Raúl Alonso Peláez Cano andSalvador Vargas Guajardo, accredit their legal authority with public deednumber five thousand five hundred sixty eight, dated April seventeen, twothousand seven, granted before Mr. Armando Hernández Berlanga, notarypublic number one hundred thirty two of Monterrey, Nuevo León, and with thecertifications enclosed to the appendix under letters **“B”**and **“C”**.

 

**III.**The individuals appearing before me state that theirgeneral information is:

 

**Jorge Arturo Tovar Castro**, Mexican, originally from Monterrey, State of NuevoLeón, where he was born on August twenty three, one thousand nine hundredfifty six, married, with domicile at Periférico Sur number four thousand threehundred thirty three, colonia Jardínes en la Montaña, zip code fourteenthousand two hundred ten, banking officer. **Horacio Vaquera García**,Mexican, originally from Monterrey, Nuevo León, where he was born on September 19,one thousand nine hundred sixty three, married, with domicile at Periférico Surnumber four thousand three hundred thirty three, colonia Jardínes en la Montaña,zip code fourteen thousand two hundred ten, banking officer.

 

**Raúl Alonso Peláez Cano**, Mexican, originally from México City, where he wasborn on 

 

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February twentysix, one thousand nine hundred sixty one, married, with domicile at Río de laPlata Oriente number four hundred seven, colonia Del Valle, zip code sixty sixthousand two hundred twenty, San Pedro Garza García, State of Nuevo León,employed. **Salvador Vargas Guajardo**, Mexican,originally from Monterrey, State of Nuevo León, where he was born on December twentyseven, one thousand nine hundred fifty two, married, with domicile at Río de laPlata Oriente number four hundred seven, colonia Del Valle, zip code sixty sixthousand two hundred twenty, San Pedro Garza García, State of Nuevo León,employed. —

 

**IV.**The parties appearing before me state that therecitals provided in this instrument, were made under oath and that I informedthem of the penalties corresponding to false statements.

 

**V.**I had before me the documents referred to in thisinstrument.

 

**VI. “D-3”.**Once having read and after explaining the value,consequences and legal content of this instrument to the parties appearingbefore me, being aware of their right to read it personally, they have manifestedtheir full understanding and conformity with it, executing it on November twelve,two thousand eight, moment in which I authorize it. I certify Signature by Jorge Arturo Tovar Castro, Horacio VaqueraGarcía, Raúl Alonso Peláez Cano and Salvador Vargas Guajardo.

 

Amando MastachiAguario. Signature

 

The seal forauthorization.

 

I HEREBY GRANT A **CERTIFIED COPY** IN ELEVEN PAGES.

 

MEXICO CITY, NOVEMBERTWELVE, TWO THOUSAND EIGHT.

 

I CERTIFY. chm/ JARC

 

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