**Exhibit 2(b)(3)**

 

EXECUTION VERSION

 

 

US$197,000,000

 

SENIOR SECURED LOANAGREEMENT

 

Dated as of October 16,2009

 

by and among

 

GRUMA, S.A.B. de C.V.,as the Borrower,

 

BBVA BANCOMER, S.A., INSTITUCIÓN de BANCA MÚLTIPLE, GRUPO FINANCIERO BBVA BANCOMER,

as Administrative Agent,

 

BBVA SECURITIES INC.,

as a Bookrunner and LeadArranger,

 

BNPPARIBAS,

asa Bookrunner,

 

BANCO NACIONAL DE MÉXICO, S.A. INTEGRANTE DELGRUPO FINANCIERO BANAMEX,

as a Bookrunner,

 

COÖPERATIEVECENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND” NEW YORKBRANCH,

as Arranger,

 

SOCIETEGENERALE,

as Arranger,

 

THE BANK OF NEW YORKMELLON,as Collateral Agent,

 

and

 

The Several Lenders PartyHereto,as Lenders

 

 

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**TABLE OF CONTENTS**

 
| ** ** | ** **                             | ** **                               | **Page** |
|------------|----------------------------------------|------------------------------------------|----------|
|       |                                   |                                     |     |
|       | ARTICLE I                              |                                     |
|       | DEFINITIONS                            |                                     |
|       |                                   |                                     |     |
| 1.01.      |                                   | Certain  Defined Terms                   | 1        |
| 1.02.      |                                   | Other  Interpretive Provisions           | 38       |
| 1.03.      |                                   | Accounting  Principles                   | 39       |
|       |                                   |                                     |     |
|       | ARTICLE II                             |                                     |
|       | THE LOANS                              |                                     |
|       |                                   |                                     |     |
| 2.01.      |                                   | The  Loans                               | 39       |
| 2.02.      |                                   | Evidence  of Indebtedness                | 40       |
| 2.03.      |                                   | Procedure  for Making of Loans           | 40       |
| 2.04.      |                                   | Voluntary  Prepayments                   | 41       |
| 2.05.      |                                   | Mandatory  Prepayments                   | 42       |
| 2.06.      |                                   | Repayment  of the Loans                  | 46       |
| 2.07.      |                                   | Interest                                 | 47       |
| 2.08.      |                                   | Fees                                     | 47       |
| 2.09.      |                                   | Computation  of Interest and Fees        | 47       |
| 2.10.      |                                   | Payments  by the Company                 | 48       |
| 2.11.      |                                   | Sharing  of Payments, Etc.               | 49       |
| 2.12.      |                                   | Promise  to Pay                          | 50       |
| 2.13.      |                                   | Currency  of Account                     | 50       |
|       |                                   |                                     |     |
|       | ARTICLE III                            |                                     |
|       | TAXES, YIELD PROTECTION AND ILLEGALITY |                                     |
|       |                                   |                                     |     |
| 3.01.      |                                   | Taxes                                    | 50       |
| 3.02.      |                                   | Illegality                               | 52       |
| 3.03.      |                                   | Inability  to Determine Rates            | 53       |
| 3.04.      |                                   | Increased  Costs and Reduction of Return | 55       |
| 3.05.      |                                   | Funding  Losses                          | 55       |
| 3.06.      |                                   | Reserves  on Loans                       | 56       |
| 3.07.      |                                   | Certificates  of Lenders                 | 56       |
| 3.08.      |                                   | Change  of Lending Office                | 57       |
| 3.09.      |                                   | Substitution  of Lender                  | 57       |
| 3.10.      |                                   | Survival                                 | 57       |
|       |                                   |                                     |     |
|       | ARTICLE IV                             |                                     |
|       | CONDITIONS PRECEDENT                   |                                     |
|       |                                   |                                     |     |
| 4.01.      |                                   | Conditions  to Closing Date              | 57       |

 

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**TABLE OFCONTENTS**

(continued)

 
| ** ** | ** **                     | ** **                                                                                 | **Page** |
|------------|--------------------------------|--------------------------------------------------------------------------------------------|----------|
|       |                           |                                                                                       |     |
|       | ARTICLE V                      |                                                                                       |
|       | REPRESENTATIONS AND WARRANTIES |                                                                                       |
|       |                           |                                                                                       |     |
| 5.01.      |                           | Corporate  Existence and Power                                                             | 63       |
| 5.02.      |                           | Corporate  Authorization; No Contravention                                                 | 63       |
| 5.03.      |                           | No  Additional Authorizations                                                              | 64       |
| 5.04.      |                           | Binding  Effect                                                                            | 64       |
| 5.05.      |                           | Litigation                                                                                 | 64       |
| 5.06.      |                           | Financial  Information; No Material Adverse Effect; No Default; No Contingent  Liabilities | 64       |
| 5.07.      |                           | Pari  Passu                                                                                | 65       |
| 5.08.      |                           | Taxes                                                                                      | 65       |
| 5.09.      |                           | Environmental  Matters                                                                     | 65       |
| 5.10.      |                           | Compliance  with Social Security Legislation, Etc.                                         | 66       |
| 5.11.      |                           | Assets; Patents; Licenses; Insurance; Etc.                                                 | 66       |
| 5.12.      |                           | Subsidiaries                                                                               | 67       |
| 5.13.      |                           | Commercial  Acts                                                                           | 68       |
| 5.14.      |                           | Proper  Legal Form                                                                         | 68       |
| 5.15.      |                           | Full  Disclosure                                                                           | 68       |
| 5.16.      |                           | Investment  Company Act                                                                    | 69       |
| 5.17.      |                           | Margin  Regulations                                                                        | 69       |
| 5.18.      |                           | ERISA  Compliance; Labor Matters                                                           | 69       |
| 5.19.      |                           | Security  Interests                                                                        | 71       |
| 5.20.      |                           | Anti-Terrorism  Laws                                                                       | 71       |
| 5.21.      |                           | Existing  Indebtedness and Reporto Contracts                                               | 72       |
| 5.22.      |                           | Hedging  Policy                                                                            | 73       |
| 5.23.      |                           | Collateral  and Guaranties Relating to Company Indebtedness                                | 73       |
|       |                           |                                                                                       |     |
|       | ARTICLE VI                     |                                                                                       |
|       | AFFIRMATIVE COVENANTS          |                                                                                       |
|       |                           |                                                                                       |     |
| 6.01.      |                           | Financial  Statements and Other Information                                                | 73       |
| 6.02.      |                           | Notice  of Other Events                                                                    | 76       |
| 6.03.      |                           | Maintenance  of Existence; Conduct of Business                                             | 77       |
| 6.04.      |                           | Insurance                                                                                  | 78       |
| 6.05.      |                           | Maintenance  of Governmental Approvals                                                     | 78       |
| 6.06.      |                           | Use of  Proceeds                                                                           | 78       |
| 6.07.      |                           | Payment  of Obligations                                                                    | 78       |
| 6.08.      |                           | Ranking;  Priority                                                                         | 79       |
| 6.09.      |                           | Compliance  with Laws                                                                      | 79       |
| 6.10.      |                           | Maintenance  of Books and Records                                                          | 79       |
| 6.11.      |                           | Security  Documents                                                                        | 80       |
| 6.12.      |                           | [Reserved]                                                                                 | 81       |
| 6.13.      |                           | Working  Capital Indebtedness Clean-Down                                                   | 81       |
| 6.14.      |                           | Intercompany  Indebtedness                                                                 | 81       |

 

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**TABLE OFCONTENTS**

(continued)

 
| ** ** | ** **               | ** **                                                                                     | **Page** |
|------------|--------------------------|------------------------------------------------------------------------------------------------|----------|
|       |                     |                                                                                           |     |
| 6.15.      |                     | Further  Assurances                                                                            | 82       |
|       |                     |                                                                                           |     |
|       | ARTICLE VII              |                                                                                           |
|       | NEGATIVE COVENANTS       |                                                                                           |
|       |                     |                                                                                           |     |
| 7.01.      |                     | Negative  Pledge                                                                               | 82       |
| 7.02.      |                     | Investments                                                                                    | 85       |
| 7.03.      |                     | Mergers,  Consolidations, Sales and Leases                                                     | 86       |
| 7.04.      |                     | Restricted  Payments                                                                           | 87       |
| 7.05.      |                     | Other  Agreements                                                                              | 88       |
| 7.06.      |                     | Burdensome  Agreements                                                                         | 88       |
| 7.07.      |                     | Transactions  with Affiliates; Arm’s Length Transactions                                  | 89       |
| 7.08.      |                     | No  Subsidiary Guarantees of Certain Indebtedness                                              | 89       |
| 7.09.      |                     | Interest  Coverage Ratio                                                                       | 89       |
| 7.10.      |                     | Leverage  Ratio                                                                                | 89       |
| 7.11.      |                     | Limitations  on Changes to Constituent Documents, Indebtedness, Corporate Existence,  Business | 90       |
| 7.12.      |                     | Fundamental  Changes, Limitations on Asset Sales, Asset Exchanges and Acquisitions             | 91       |
| 7.13.      |                     | Limitations  on Sale Lease-Back Transactions                                                   | 92       |
| 7.14.      |                     | Limitations  on Capital Expenditures                                                           | 93       |
| 7.15.      |                     | Limitations  on Voluntary Prepayments of Indebtedness                                          | 93       |
| 7.16.      |                     | Limitations  on Incurrence of Additional Indebtedness                                          | 93       |
| 7.17.      |                     | Limitations  on ERISA Deficiencies                                                             | 96       |
| 7.18.      |                     | Limitations  on Hedging                                                                        | 96       |
| 7.19.      |                     | Intercompany  Indebtedness                                                                     | 97       |
| 7.20.      |                     | Material  Subsidiaries                                                                         | 97       |
| 7.21.      |                     | Uncertificated  Shares                                                                         | 98       |
| 7.22.      |                     | Reporto  Contracts                                                                             | 98       |
| 7.23.      |                     | Equity  Issuances                                                                              | 98       |
| 7.24.      |                     | Dilution                                                                                       | 98       |
|       |                     |                                                                                           |     |
|       | ARTICLE VIII             |                                                                                           |
|       | EVENTS OF DEFAULT        |                                                                                           |
|       |                     |                                                                                           |     |
| 8.01.      |                     | Events  of Default                                                                             | 98       |
| 8.02.      |                     | Remedies                                                                                       | 102      |
| 8.03.      |                     | Rights  Not Exclusive                                                                          | 103      |
|       |                     |                                                                                           |     |
|       | ARTICLE IX               |                                                                                           |
|       | THE ADMINISTRATIVE AGENT |                                                                                           |
|       |                     |                                                                                           |     |
| 9.01.      |                     | Appointment  and Authorization                                                                 | 103      |
| 9.02.      |                     | Delegation  of Duties                                                                          | 104      |
| 9.03.      |                     | Liability  of Administrative Agent                                                             | 104      |
| 9.04.      |                     | Reliance  by Administrative Agent                                                              | 104      |

 

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**TABLE OFCONTENTS**

(continued)

 
| ** ** | ** **     | ** **                                            | **Page** |
|------------|----------------|-------------------------------------------------------|----------|
|       |           |                                                  |     |
| 9.05.      |           | Notice  of Default                                    | 105      |
| 9.06.      |           | Credit  Decision                                      | 105      |
| 9.07.      |           | Failure  to Act                                       | 106      |
| 9.08.      |           | Indemnification                                       | 106      |
| 9.09.      |           | Administrative  Agent in its Individual Capacity      | 107      |
| 9.10.      |           | Successor  Administrative Agent                       | 107      |
| 9.11.      |           | The  Bookrunner and Lead Arranger                     | 108      |
|       |           |                                                  |     |
|       | ARTICLE X      |                                                  |
|       | MISCELLANEOUS  |                                                  |
|       |           |                                                  |     |
| 10.01.     |           | Amendments  and Waivers                               | 108      |
| 10.02.     |           | Notices                                               | 109      |
| 10.03.     |           | No  Waiver; Cumulative Remedies                       | 110      |
| 10.04.     |           | Costs  and Expenses                                   | 110      |
| 10.05.     |           | Indemnification  by the Company                       | 111      |
| 10.06.     |           | Payments  Set Aside                                   | 112      |
| 10.07.     |           | Successors  and Assigns                               | 112      |
| 10.08.     |           | Assignments,  Participations, Etc.                    | 112      |
| 10.09.     |           | Confidentiality                                       | 114      |
| 10.10.     |           | Set-off                                               | 115      |
| 10.11.     |           | Notification  of Addresses, Lending Offices, Etc.     | 116      |
| 10.12.     |           | Counterparts                                          | 116      |
| 10.13.     |           | Severability                                          | 116      |
| 10.14.     |           | Governing  Law                                        | 116      |
| 10.15.     |           | Consent  to Jurisdiction; Waiver of Jury Trial        | 116      |
| 10.16.     |           | Waiver  of Immunity                                   | 117      |
| 10.17.     |           | Payment  in Specified Currency; Judgment Currency     | 117      |
| 10.18.     |           | Change  to IFRS                                       | 118      |
|       |           |                                                  |     |
|       | ARTICLE XI     |                                                  |
|       | THE BOOKRUNNER |                                                  |
|       |           |                                                  |     |
| 11.01.     |           | The  Bookrunner                                       | 118      |
| 11.02.     |           | Liability  of Bookrunner                              | 118      |
| 11.03.     |           | Bookrunner  in their respective Individual Capacities | 119      |
| 11.04.     |           | Credit  Decision                                      | 119      |

 

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**SCHEDULES AND EXHIBITS**

 
| Schedule 1.01(a) |   | – |   | Loans; Pro Rata Shares                                                                |
|------------------|--------|--------|--------|---------------------------------------------------------------------------------------|
| Schedule 1.01(b) |   | – |   | Existing Material  Subsidiaries                                                       |
| Schedule 1.01(c) |   | – |   | Intercompany Revolving  Facilities                                                    |
| Schedule 2.06    |   | – |   | Repayment of Peso Loans                                                               |
| Schedule 5.05    |   | – |   | Pending Litigation                                                                    |
| Schedule 5.06(c) |   | – |   | Existing Material  Adverse Effects                                                    |
| Schedule 5.06(e) |   | – |   | Material Contingent  Liabilities, Forward or Long Term Commitments, Unrealized Losses |
| Schedule 5.09    |   | – |   | Environmental Matters                                                                 |
| Schedule 5.11(d) |   | – |   | Existing Sale  Lease-Back Transactions                                                |
| Schedule 5.12(a) |   | – |   | Subsidiaries                                                                          |
| Schedule 5.12(b) |   | – |   | Restrictive Subsidiary  Agreements                                                    |
| Schedule 5.21(a) |   | – |   | Existing Indebtedness                                                                 |
| Schedule 5.21(b) |   | – |   | Existing Intercompany  Indebtedness                                                   |
| Schedule 5.21(c) |   | – |   | Existing Hedging  Agreements                                                          |
| Schedule 5.21(d) |   | – |   | Existing Reporto  Contracts                                                           |
| Schedule 7.01    |   | – |   | Existing Liens                                                                        |
| Schedule 7.02    |   | – |   | Existing Investments                                                                  |
| Schedule 10.02   |   | – |   | Notices                                                                               |
|             |   |   |   |                                                                                  |
| Exhibit A-1 |   | – |   | Form of Dollar  Loan Promissory Note                                             |
| Exhibit A-2 |   | – |   | Form of Peso Loan  Promissory Note                                               |
| Exhibit B-1 |   | – |   | Form of Quarterly  Compliance Certificate                                        |
| Exhibit B-2 |   | – |   | Form of Annual  Compliance Certificate                                           |
| Exhibit C   |   | – |   | Form of Assignment  and Acceptance                                               |
| Exhibit D   |   | – |   | Form of Opinion of  Special Mexican Counsel to the Company                       |
| Exhibit E-1 |   | – |   | Form of Opinion of  Special US Counsel to the Company                            |
| Exhibit E-2 |   | – |   | Form of Opinion of  General Counsel to the Company                               |
| Exhibit F-1 |   | – |   | Form of Collateral  Agency and Intercreditor Agreement                           |
| Exhibit F-2 |   | – |   | Form of Gimsa  Trust                                                             |
| Exhibit F-3 |   | – |   | Form of Gruma  Corp. Pledge                                                      |
| Exhibit F-4 |   | – |   | Form of Molinera  Trust                                                          |
| Exhibit F-5 |   | – |   | Form of  Intercompany Trust Agreement                                            |
| Exhibit G-1 |   | – |   | Form of Dollar  Notice of Borrowing                                              |
| Exhibit G-2 |   | – |   | Form of Peso  Notice of Borrowing                                                |
| Exhibit H   |   | – |   | Form of Hedging  Policy                                                          |
| Exhibit I   |   | – |   | Form of Intercompany Subordination Agreement                                     |

 

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SENIOR SECURED LOAN AGREEMENT

 

ThisSENIOR SECURED LOAN AGREEMENT is entered into as of October16, 2009, by andamong GRUMA, S.A.B. de C.V., a *sociedadanónima bursátil de**capital variable* organized underthe laws of Mexico (together with its successors, the “Company”), theseveral financial institutions from time to time party to this Agreement(collectively, the “Lenders” and individually, a “Lender”), BBVABancomer, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer,as Administrative Agent for the Lenders, BBVA Securities Inc., as a Bookrunnerand Lead Arranger (the “Lead Arranger”) and The Bank of New York Mellon,as Collateral Agent for the Lenders.  Allcapitalized terms used but not otherwise defined have the meaning given to themin Section 1.01(*Definitions*).

 

WHEREAS,the Company has requested that the Lenders make or extend credit to the Companyin the form of the Loans in an aggregate principal amount of US$197,000,000 torefinance the Existing Loan; and

 

WHEREAS,the Lenders are prepared, on the terms and subject to the conditionshereinafter set forth (including Article IV), to make orextend such credit in the form of the Loans to the Company;

 

NOW,THEREFORE, in consideration of the mutual agreements, provisions and covenantscontained herein, the parties hereto agree as follows:

 

# ARTICLE IDEFINITIONS

#  

1.01.                        Certain Defined Terms.  As used inthis Agreement and in any Schedules and Exhibits to this Agreement, thefollowing capitalized terms have the following meanings:

 

“AcquisitionPro Forma” has the meaning set forth in Section 7.12(c)(vii)(B) (*Fundamental Changes, Limitations on Asset Sales, Asset Exchanges andAcquisitions*.

 

“ActualAmount” has the meaning set forth in Section 2.05(d) (*Mandatory Prepayments*).

 

“AdditionalCollateral” has the meaning specified in Section 6.11(b) (*Security Documents*).

 

“AdministrativeAccount” has the meaning specified in Section 2.10(c) (*Payments by the Company*).

 

“AdministrativeAgent” means BBVA Bancomer, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer in its capacity as administrative agent for theLenders hereunder, and any successor administrative agent appointed pursuant toSection 9.10(*Successor Administrative Agent*).

 

“AdministrativeAgent’s Payment Office” means 1345 Avenue of the Americas, 45th Floor, NewYork, NY 10105, or such other address as the Administrative Agent may from timeto time specify to the other parties hereto.

 

----

 

“AdministrativeAgent Spot Rate” means, on any date and with respect to any amount ofMexican Pesos or US Dollars, the market rate for such date at which theAdministrative Agent is able to convert Mexican Pesos into US Dollars or USDollars into Mexican Pesos, as applicable.

 

“AdministrativeQuestionnaire” means an administrative details form supplied by theAdministrative Agent and completed by a Lender.

 

“AdvisorFee Letters” means the (a) FTI Fee Reimbursement Letter, dated January 26,2009, among FTI Consulting Canada ULC, the Company and Cleary Gottlieb Steenand Hamilton LLP, (b) the Fee Reimbursement Letter, dated January 26,2009, between the Company and the Company and Cleary Gottlieb Steen andHamilton LLP, and (c) the Fee Reimbursement Letter, dated January 26,2009, between the Company and White & Case S.C., in each case pursuantto which the Company agreed to pay each Advisor for professional services andto reimburse such Advisor’s expenses as provided in each such Advisor FeeLetter.

 

“Advisors”means each of Cleary Gottlieb Steen and Hamilton LLP, FTI Consulting Canada ULCand White & Case, S.C.

 

“AffectedLender” has the meaning specified in Section 3.02(a) (*Illegality*).

 

“Affiliate,”means, as to any Person, any other Person that, directly or indirectly, is incontrol of, is controlled by or is under common control with such Person or isa director or Officer of such Person.

 

“Agreement”means this Loan Agreement, as from time to time amended, supplemented, restatedor otherwise modified.

 

“AgreementValue” means, for each Hedging Agreement, on any date of determination, theamount, if any, that would be payable by the Company or any of its Subsidiariesto the counterparty in such Hedging Agreement in accordance with the terms ofsuch Hedging Agreement, after taking into account the effect of any legallyenforceable netting agreement relating to such Hedging Agreement (which, forthe avoidance of doubt, shall net any amounts owed to the counterparty againstany collateral consisting of cash or Cash Equivalent Investments that wasposted for the benefit of the counterparty in accordance with such HedgingAgreement), as if (i) such Hedging Agreement was being terminated early onsuch date of determination, (ii) both the Company or Subsidiary and thecounterparty were the “Affected Parties” and (iii) the hedge counterpartywas the sole party determining such payment amount.  Any Agreement Value with respect to a HedgingAgreement shall be determined by the counterparty in such Hedging Agreement andprovided by such counterparty to the Company, or, if such counterparty does notdetermine the Agreement Value, the Agreement Value shall be calculated by theCompany and certified to such counterparty and the Administrative Agent.

 

“AlternateBase Rate” means, for any day, a fluctuating rate of interest per annumequal to the higher of (a) the rate of interest most recently announced bythe Administrative Agent as its “prime rate” and (b) the Federal FundsRate most recently determined by the Administrative Agent plus one half of onepercent (0.50%).  The “prime rate” is arate set by the Administrative Agent based upon various factors, including theAdministrative Agent’s costs and desired return, general economic conditionsand other factors, and is used as a reference point for pricing some

 

2

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loans, which may be priced at, above, or below suchannounced rate.  Any change in such rateannounced by the Administrative Agent shall take effect at the opening ofbusiness on the day specified in the public announcement of such change.

 

“AlternateProcess Agent” has the meaning specified in Section 10.15(d) (*Consent to Jurisdiction; Waiver of Jury Trial*).

 

“AnnualCompliance Certificate” means a certificate substantially in the form of Exhibit B-2.

 

“Anti-TerrorismLaws” has the meaning specified in Section 5.20(a) (*Anti-Terrorism Laws*).

 

“ApplicableEquity Percentage” means, with respect to the issuance of common stock,50%, and with respect to the issuance of preferred stock, 85%.

 

“ApplicableMargin” means, during any period, the margin set forth opposite such periodbelow:

 
| **From**           | ** ** | **To**                              | ** ** | **Applicable Margin** | ** ** |
|--------------------|------------|-------------------------------------|------------|-----------------------|------------|
| Closing Date       |       | (but excluding)  Third anniversary  |       | 2.875                 | %          |
| Third anniversary  |       | (but excluding)  Fourth anniversary |       | 3.375                 | %          |
| Fourth anniversary |       | Maturity Date                       |       | 3.875                 | %          |

 

“Arranger”means each of the Lead Arranger, Coöperatieve CentraleRaiffeisen-Boerenleenbank B.A., “Rabobank Nederland” New York Branch andSociete Generale.

 

“AssetSale” means any direct or indirect Disposition of any Property of theCompany or any of its Subsidiaries to any Person other than the Company or itsSubsidiaries; provided that the following shall not be considered anAsset Sale: (a) the Disposition of goods or products in the OrdinaryCourse of Business, provided that any financing involving, or securedby, the future sale of accounts receivable (or any similar financingtransaction) will not be considered a Disposition in the Ordinary Course ofBusiness; (b) the Disposition of damaged, obsolete or worn-out equipment(other than the Collateral and the Banorte Shares) that are no longer used inor useful to the business; (c) the Disposition of any Property (other thanthe Collateral and the Banorte Shares) that has a fair market value of lessthan US$7,500,000 (or the US Dollar Equivalent thereof) (provided thatsuch Property does not, when taken together with any other such Properties witha fair market value of less than US$7,500,000 (or the US Dollar Equivalentthereof) Disposed within the preceding twelve (12) months in reliance on theexception described in this clause (c), cause the aggregate fair market valueof Property sold by the Company or any of its Subsidiaries during such twelve(12)-month period to exceed US$15,000,000 (or the US Dollar Equivalentthereof)); (d) Disposition of inventory pursuant to a Reporto Contract, providedthat such Reporto Contract is entered into in accordance with Section

 

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7.22 (*Reporto Contracts*);(e) Dispositions that consist of Permitted Company Equity Issuances thatare conducted in accordance with Section 7.23(a)(ii) (*Equity Issuances*); or (f) Dispositions that consist ofSale Lease-Back Transactions entered into pursuant to Section 7.16(g) (*Limitations on Incurrence of Additional Indebtedness*).

 

“Assignee”has the meaning specified in Section 10.08(a) (*Assignments, Participations, Etc.*).

 

“Assignmentand Acceptance” has the meaning specified in Section 10.08(a) (*Assignments, Participations, Etc.*).

 

“AttorneyCosts” means and includes all reasonable and documented fees and disbursementsof any law firm or other external counsel, and, without duplication, thereasonable allocated cost of internal legal services and all reasonable anddocumented disbursements of internal counsel.

 

“AttributableDebt” means, with respect to a Sale Lease-Back Transaction, as of the dateof determination, the greater of (a) the fair market value of the Propertybeing sold or transferred and (b) the present value (discounted at theinterest rate implicit in the terms of the lease, compounded annually) of thetotal obligations of the lessee for rental payments during the remaining termof the lease included in such transaction (including any period for which suchlease has been extended).

 

“AvailableExcess Cash Amount” means, with respect to any Excess Cash Year, the amountof Excess Cash (if any) from such Excess Cash Year that is not required to beapplied to the mandatory repayment of Mandatory Prepayment Indebtednesspursuant to Section 2.05(d) (*Mandatory Prepayments*).

 

“BancomextLoan” means the loan provided pursuant to the *Contrato deApertura de Crédito Simple*, dated on or prior to the date hereof, asamended from time to time in accordance with the provisions of this Agreement,between the Company and Banco Nacional de Comercio Exterior, S.N.C.

 

“Bancomext-GimsaLoan” means the US$30,000,000 loan provided pursuant to the *Contrato de Aperatura de Crédito Simple* dated as of April 3,2009, between Gimsa and Banco Nacional de Comercio Exterior, S.N.C.

 

“Bankof America Facility” means the Credit Agreement, dated as of October 30,2006, by and among Bank of America N.A., as Administrative Agent, theDocumentation Agent and L/C Issuer party thereto, the other lenders partythereto and Gruma Corp.

 

“BanorteShares” means the shares of capital stock of Grupo Financiero BanorteS.A.B. de C.V. owned by the Company and its Subsidiaries.

 

“Bookrunner” means each of Banco Nacional deMéxico, S.A. Integrante del Grupo Financiero Banamex, BBVA Securities Inc. andBNP Paribas.

 

“BreakageEvent” has the meaning specified in Section 3.05(a) (*Funding Losses*).

 

4

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“BusinessDay” means any day other than a Saturday, Sunday or day on which commercialbanks in New York City, New York or Mexico City, Mexico are authorized orrequired by law to close; provided, however, with respect only toany determination of LIBOR, the term “Business Day” shall also exclude any dayon which banks are not open for dealings in US Dollar deposits in the Londoninterbank market.

 

“CapExReport” has the meaning specified in Section 6.01(c)(iv) (*Financial Statements and Other Information*).

 

“CapitalAdequacy Regulation” means any general guideline, request or directive ofany central bank or other Governmental Authority, or any other law rule orregulation, whether or not having the force of law, in each case, regardingcapital adequacy of any bank or of any corporation controlling a bank.

 

“CapitalExpenditures” means, for any period, without duplication, any expendituresor written commitments of the Company and its Subsidiaries (other thanSubsidiaries that are part of the Venezuelan Division) (a) for fixed orcapital assets (including renewals, improvements, replacements, repairs andmaintenance) that, in accordance with Mexican GAAP, are (or should be)classified as capital expenditures and that are (or should be) set forth in aconsolidated statement of cash flows of the Company for such period prepared inaccordance with Mexican GAAP and (b) pursuant to Capital Lease Obligationsof the Company and its Consolidated Subsidiaries during such period; providedthat the term “Capital Expenditures” shall not include any expenditures madewith (i)the portion of Net Cash Proceeds of an Asset Sale that is invested inthe Company’s Core Business in accordance with and as permitted by Section 2.05(a) (*Mandatory Prepayments*) or (ii) thatportion of the Net Cash Proceeds of a Casualty Event that are used to Restorethe affected Properties during the Reinvestment Period in accordance with andas permitted by Section 2.05(c) (*Mandatory Prepayments*).

 

“Capital LeaseObligations” of any Person means the obligations of such Person topay rent or other amounts under any lease of (or other arrangement conveyingthe right to use) real or personal property, or a combination thereof, whichobligations are required to be classified and accounted for as capital leaseson a balance sheet of such Person under Mexican GAAP (or, in the case ofPersons organized under laws of any other jurisdiction, the applicable GAAPtherein), and the amount of such obligations shall be the capitalized amountthereof determined in accordance with Mexican GAAP (or, in the case of Personsorganized under laws of any other jurisdiction, the applicable GAAP therein).

 

“CashEquivalent Investment” means, at any time:

 

### (a)           anydirect obligation of (or unconditionally guaranteed by) the United States ofAmerica or a state thereof, any OECD country or other foreign government in ajurisdiction in which the Company or any of its Subsidiaries currently has orcould have operations (or any agency or political subdivision thereof, to theextent such obligations are supported by the full faith and credit of theUnited States of America or a state thereof, any OECD country or other foreigngovernment in a jurisdiction in which the Company or any of its Subsidiariescurrently has or could have operations) maturing not more than one year aftersuch time; and

 

5

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###  

### (b)           any insured certificate of deposit, time deposit or bankers acceptance,maturing not more than one year after its date of issuance, which is issued byany commercial bank that is a lender or a member of the US Federal RevenueSystem, is organized under the laws of the United States or any State (or theDistrict of Columbia) thereof and has (x) a credit rating of A2 or higherfrom Moody’s or A or higher from S&P and (y) a combined capital andsurplus greater than US$500,000,000.

###  

“CasualtyCertificate” means, with respect to a Casualty Event, a certificate signedby a Senior Officer of the Company stating that within the Reinvestment Period,all or a portion of any Net Cash Proceeds received as a result of such CasualtyEvent (but in no event more than (i) US$10,000,000 (or the US DollarEquivalent thereof) without the consent of the Majority Lenders and (ii) US$55,000,000(or the US Dollar Equivalent thereof)) shall be used to Restore any Propertiesin respect of which such Net Cash Proceeds were paid (which certificate shallset forth in reasonable detail an estimate of the Net Cash Proceeds to be soexpended).

 

“CasualtyEvent” means any casualty or other insured damage to any Property of theCompany or its Subsidiaries.

 

“CCPRate” has the meaning specified in Section 3.03(b)(i) (*Inability to Determine Rates*).

 

“CentralAmerica Division” means Gruma Centroamerica LLC and Gruma de Guatemala S.A.together with each of their respective direct and indirect Subsidiaries.

 

“CETERate” has the meaning specified in Section 3.03(b) (*Inability to Determine Rates*).

 

“Changein Control” means the occurrence of any of the following: (a) Mr. RobertoGonzalez Barrera, his family members (including his former spouse, his siblingsand other lineal descendants, estates and heirs, or any trust or otherinvestment vehicle for the primary benefit of any such Person or theirrespective family members or heirs) (collectively the “ControllingStockholder”) shall fail to own, directly or indirectly, beneficially andof record, shares (or American Depositary Receipts representing shares)representing at least 35% of the aggregate ordinary voting power and economicrights represented by the issued and outstanding capital stock of the Company; (b) theControlling Stockholder shall cease to have the unconditional right (includingthe right without the consent or approval of any other Person), or shall fail,to nominate a majority of the board of directors of the Company and thechairman of the board of directors of the Company; or (c) any change incontrol (or similar event, however denominated) with respect to the Companyshall occur under and as defined in any indenture or agreement in respect ofIndebtedness to which the Company or any of its Subsidiaries is a party.

 

“Clean-Down”has the meaning specified in Section 6.13 (*Working Capital Indebtedness Clean-Down*).

 

“Clean-DownPeriod” has the meaning specified in Section 6.13 (*Working Capital Indebtedness Clean-Down*).

 

6

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“ClosingDate” means the date on which all conditions precedent set forth in Article IV(*Conditions Precedent*) aresatisfied or waived in writing by all the Lenders.

 

“Code”means the Internal Revenue Code of 1986, as amended from time to time.

 

“Collateral”means the Gimsa Collateral, the Gruma Corp. Collateral and the MolineraCollateral, provided that if any Collateral is Expropriated (suchCollateral, the “Expropriated Collateral”) and the Company pledges anyReplacement Collateral in respect thereof in accordance with Section 8.01(k) (*Expropriation*), such ExpropriatedCollateral shall cease to be Collateral and such Replacement Collateral shallbecome Collateral.

 

“CollateralAgency and Intercreditor Agreement” means the Collateral Agency andIntercreditor Agreement, dated as of the Closing Date, by and among theCollateral Agent, the Administrative Agent in its capacity as administrativeagent for the Lenders, Deutsche Bank Trust Company Americas in its capacity asadministrative agent for the lenders under the Derivative Counterparties Loan,and solely with respect to certain sections thereof, the Company, substantiallyin the form of Exhibit F-1.

 

“CollateralAgent” has the meaning specified in the Collateral Agency and IntercreditorAgreement.

 

“Commitment”means, with respect to any Lender, the amount of such Lender’s Peso Commitmentand/or the amount of such Lender’s Dollar Commitment, as applicable.

 

“Company”has the meaning specified in the introductory clause hereto.

 

“CompanyRefinancing Indebtedness” means Indebtedness incurred to Refinance OtherPrepayment Indebtedness or the Bancomext Loan.

 

“Confirmation”means, with respect to each Derivative Counterparty, the terminationtransaction entered into on March 23, 2009 between the Company and suchDerivative Counterparty pursuant to which the Terminated Derivative Obligationbetween the Company and such Derivative Counterparty arose.

 

“ConsolidatedEBITDA” means, for any Measurement Period, for the Company and itsConsolidated Subsidiaries, an amount equal to (a) the sum, withoutduplication, of (i) consolidated operating income (determined inaccordance with Mexican GAAP) for such Measurement Period, (ii) the amountof depreciation and amortization expense deducted during such MeasurementPeriod in determining such consolidated operating income, (iii) any othernon-cash expenses deducted during such Measurement Period in determining suchconsolidated operating income of the Company and its Consolidated Subsidiariesfor such Measurement Period, (iv) any cash dividends or other cashdistributions or payments received from Grupo Financiero Banorte S.A.B. de C.V.during such Measurement Period and (v) any cash dividends or other cashdistributions or payments received (directly or indirectly) from the VenezuelanSubsidiaries during such Measurement Period  *minus* (b) thesum, without duplication, of (i) Venezuelan EBITDA for such MeasurementPeriod, (ii) any other non-cash income included in the calculation ofconsolidated operating income of the Company and its Consolidated Subsidiariesfor such Measurement Period, and (iii) any cash payments made to anySubsidiary 

 

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that is part of the Venezuelan Division during suchMeasurement Period; provided that in makingthe foregoing calculations (other than in respect of the calculation of ExcessCash), pro forma effect will be given to the acquisition or Disposition of Persons,divisions or lines of businesses by the Company or any Subsidiary (other than any Subsidiarythat is part of the Venezuelan Division) of the Company that have occurredsince the beginning of suchMeasurement Period as if such events had occurred, and, in the case ofany Disposition, the proceeds thereof applied, in each case including anyincurrence or assumption of Indebtedness in connection therewith, on the firstday of such Measurement Period.

 

“ConsolidatedInterest Charges” means, for any Measurement Period, the Interest Chargesof the Company and its Consolidated Subsidiaries determined on a consolidatedbasis; provided that Consolidated Interest Charges shall notinclude any Interest Charges incurred by the Venezuelan Division with respectto Venezuelan Non-Recourse Indebtedness.

 

“ConsolidatedSubsidiary” means (i) with respect to the Company, any Subsidiary orother entity the accounts of which would, under Mexican GAAP, be consolidatedwith those of the Company in the consolidated financial statements of theCompany, and (ii) at any date with respect to any other Person, anySubsidiary or other entity the accounts of which would be consolidated withthose of such Person in the consolidated financial statements of such Person asof such date.

 

“ContractualObligation” means, as to any Person, any provision of any security issuedby such Person or of any agreement, undertaking, contract, indenture, mortgage,deed of trust or other instrument, document or agreement to which such Personis a party or by which it or any of its Property is bound.

 

“Control”means the possession, directly or indirectly, of the power to direct or causethe direction of the management or policies of a Person, whether through theability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled”have meanings correlative thereto.

 

“ConversionRate” means, as of any date, the Peso/US Dollar exchange rate published byBanco de México in the Federal Official Gazette of Mexico (*DiarioOficial de la Federación*) as the rate “*parasolventar obligaciones denominadas en moneda extranjera pagaderas en laRepública Mexicana*” as of such date (which rate is available priorto 12:00 p.m. Mexico City time athttp://www.banxico.org.mx/indicadores/fix.html (or any successor websitethereto)); provided that, if Banco de México ceases to publish such exchangerate, the Conversion Rate shall equal the average of the Peso/ US Dollarexchange rates published by either Bloomberg or Reuters (or the main offices oftheir subsidiaries located in Mexico, if not published by those institutions)on the relevant calculation date.

 

“CoreBusiness” means, with respect to the Company and its Subsidiaries, (i) theproduction and distribution of corn flour, the production and distribution oftortillas and other related products, the production and distribution of wheatflour and any other food (including snacks) related business in which theCompany and its Subsidiaries are engaged in, or may engage in, from time totime (for the purposes of this definition, the “Food Business”) and (ii) businessesreasonably ancillary thereto, but only to the extent that such ancillarybusinesses are 

 

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of a nature, and of a size no greater than, reasonablynecessary to serve or supply the Food Business.

 

“Default”means any event or circumstance that, alone or with the giving of notice, thelapse of time, the making of a determination, or any combination thereof, would(if not cured, waived or otherwise remedied during such time) constitute anEvent of Default.

 

“DerivativeCounterparties” means each of Deutsche Bank AG, JP Morgan Chase Bank N.A.and Credit Suisse, and any successors and permitted assignees.

 

“DerivativeCounterparties Loan” means the loans provided pursuant to theUS$668,282,700 Loan Agreement, dated on or prior to the date hereof, as amendedfrom time to time in accordance with, and as permitted by, this Agreement, byand among the Company, the Derivative Counterparties, Deutsche Bank TrustCompany Americas, as administrative agent for the lenders, and The Bank of NewYork Mellon, as collateral agent for the lenders.

 

“Disposition”and correspondingly to “Dispose” means the sale, issuance, exchange,conveyance, assignment, license, other disposition (including any Sale Lease-BackTransaction) or other transfer(including by way of a merger or consolidation) of any Property by anyPerson, including (i) any sale, issuance, exchange, conveyance,assignment, other disposition or othertransfer of capital stock of any Person that was issued and outstandingon the date of such sale, issuance, exchange, conveyance, assignment, otherdisposition or other transferand (ii) any sale, issuance, exchange, conveyance, assignment, license,other disposition or other transfer(including by way of a merger or consolidation) with or withoutrecourse, of any notes or accounts receivable or any rights and claimsassociated therewith.

 

“DollarAmount” means, at any date, with respect to any Loan, Mandatory PrepaymentIndebtedness or Other Prepayment Indebtedness (i) denominated in USDollars, the outstanding principal amount of such Loan, Mandatory PrepaymentIndebtedness or Other Prepayment Indebtedness on such date, and (ii) denominatedin Pesos, the amount of US Dollars that would result from the conversion of thethen-outstanding principal amount of such Loan, Mandatory PrepaymentIndebtedness or Other Prepayment Indebtedness into US Dollars at the ConversionRate as of such date.

 

“DollarCommitment” means, with respect to any Lender, the obligation of suchLender to make Loans in US Dollars pursuant to the terms and conditions of thisAgreement on the Closing Date, the amount of which shall not exceed theprincipal amount set forth opposite such Lender’s name on Schedule 1.01(a) (*Loans; Pro Rata Shares*) under the heading “USD Commitment”or the signature page of the Assignment and Acceptance by which it became(or becomes) a Lender, as such may be modified from time to time pursuant tothe terms of this Agreement or to give effect to any applicable Assignment andAcceptance.

 

“DollarInterest Payment Date” means (i) the last day of each Dollar InterestPeriod and (ii) the date of any repayment or prepayment made in respect ofany Dollar Loan.

 

“DollarInterest Period” means, relative to any borrowing of a Dollar Loan, theperiod commencing on (and including) the last day of the preceding DollarInterest Period (or in the case of the first Dollar Interest Period, the dateon which the Loans are made) and ending on (but 

 

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excluding) the numerically corresponding date three (3) monthsthereafter; provided, however, that:

 

### (a)           ifany Dollar Interest Period would otherwise end on a day that is not a BusinessDay, that Dollar Interest Period shall be extended to the following BusinessDay unless the result of such extension would be to carry such Dollar InterestPeriod into another calendar month, in which event such Dollar Interest Periodshall end on the next preceding Business Day;

###  

### (b)           anyDollar Interest Period that begins on the last Business Day of a calendar month(or on a day for which there is no numerically corresponding day in thecalendar month in which such Dollar Interest Period is to end) shall end on thelast Business Day of the calendar month in which such Dollar Interest Period isto end; and

###  

### (c)           noDollar Interest Period shall extend beyond the Maturity Date.

###  

“DollarLender” means a Lender holding a Dollar Loan or a Dollar Commitment.

 

“DollarLoan” has the meaning specified in Section 2.01(a) (*Dollar Loans*).

 

“DollarNotice of Borrowing” means a notice containing the information specified inSection 2.03(a) (*Procedure for Making of Loans*)substantially in the form of Exhibit G-1.

 

“EBITDA”means for any period of four (4) consecutive fiscal quarters, with respectto any Person, an amount equal to (a) the sum, without duplication, of (i) operatingincome (determined in accordance with the applicable GAAP) for such period, (ii) theamount of depreciation and amortization expense deducted during such period indetermining such operating income, (iii) any other non-cash expensesdeducted in determining such operating income during such period minus (b) anyother non-cash income included in determining such operating income during suchperiod.

 

“EnvironmentalLaws” means all federal, national, state, provincial, departmental,municipal, local and foreign laws, including common law, statutes, rules,regulations, treaties, ordinances, *normastécnicas* (technical standards) and codes, together with all orders,decrees, judgments, directives, orders (including consent orders) orinjunctions issued, promulgated, approved or entered thereunder by anyGovernmental Authority having jurisdiction over the Company, any of itsSubsidiaries or their respective properties, in each case relating toenvironmental or health and safety matters.

 

“EquityIssuance” means any issuance of capital stock of the Company or anySubsidiary in a primary offering by the Company or such Subsidiary.

 

“ERISA”means the Employee Retirement Income Security Act of 1974 as amended, and anysuccessor statute thereto, as interpreted by the rules, and regulationsthereunder, all as the same may be in effect from time to time.  References to sections of ERISA shall beconstrued also to refer to any successor sections.

 

“ERISAAffiliate” means any trade or business (whether or not incorporated) undercommon control with the Company within the meaning of Section 4001(a)(14)of ERISA, or any 

 

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member of a group that includes the Company and thatis treated as a single employer under Section 414(b) or (c) ofthe Code (and Sections 414(m) and (o) of the Code for purposes ofprovisions relating to Section 412 of the Code).

 

“ERISAEvent” means any of the following: (a) a Reportable Event with respectto a Pension Plan; (b) a withdrawal by the Company or any ERISA Affiliatefrom a Pension Plan subject to Section 4063 of ERISA during a plan year inwhich it was a substantial employer (as defined in Section 4001(a)(2) ofERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) ofERISA; (c) a complete or partial withdrawal by the Company or any ERISAAffiliate from a Multiemployer Plan or notification that a Multiemployer Planis in reorganization; (d) the filing of a notice of intent to terminate aPlan under Section 4041 or 4041A of ERISA, or the commencement ofproceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) anevent or condition which might reasonably be expected to constitute groundsunder Section 4042 of ERISA for the termination of, or the appointment of,a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) theimposition of any liability under Title IV of ERISA (including as a result ofthe operation of Section 4069 or Section 4212 of ERISA), other thanPBGC premiums due but not delinquent under Section 4007 of ERISA, upon theCompany or any ERISA Affiliate.

 

“EurocurrencyLiabilities” has the meaning specified in Section 3.06 (*Reserves on Loans*).

 

“Eventof Default” has the meaning specified in Section 8.01 (*Events of Default*).

 

“ExcessCash” means, for each Fiscal Year, without duplication, the amount (no lessthan zero) equal to the sum of the following items for the Company and itsSubsidiaries as of the end of and for such Fiscal Year:

 

### (a)           thesum, without duplication, of (1) Consolidated EBITDA and (2) to theextent not otherwise included in Consolidated EBITDA, any cash dividends andother cash distributions or similar cash payments (in the nature of dividends,distributions, capital reductions, share redemptions, share buy-backs, orsimilar distributions) received by the Company and its Subsidiaries during suchFiscal Year;

###  

*minus*

 

### (b)           tothe extent not already subtracted from the calculation of Consolidated EBITDA,the sum, without duplication, of all of the following (except as made, paid,lost or accrued, as applicable, by the Venezuelan Division):  (1) all scheduled principal paymentsunder the Loans and all other Indebtedness (other than Working CapitalIndebtedness) of the Company and its Subsidiaries (provided that anysuch other Indebtedness was not incurred or maintained in violation of thisAgreement) paid in cash during such Fiscal Year; (2) all optionalprepayments made on Mandatory Prepayment Indebtedness and paid in cash duringsuch Fiscal Year (other than the use of the proceeds of Permitted RefinancingIndebtedness to prepay Mandatory Prepayment Indebtedness); (3) allscheduled interest payments on the Loans and all other Indebtedness of theCompany and its Subsidiaries (provided that any such other Indebtednesswas not incurred or maintained in violation of this Agreement) paid in cashduring such Fiscal 

 

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###  

### Year (including all discounts paid in cash and all commitment fees andother fees paid in cash in respect of any such Indebtedness during such FiscalYear), provided that for the Fiscal Year ending December 31, 2009,this amount shall include any interest accrued (but not paid in cash) betweenthe Closing Date and December 31, 2009 on the Derivative CounterpartiesLoan and the Minor Derivative Counterparty Loans that has not been paid priorto December 31, 2009; (4) losses in the value of Investments that arepaid in cash or Cash Equivalent Investments during such Fiscal Year, if any;****(5) all income taxes, social contribution and othersimilar taxes paid in cash during such Fiscal Year (other than payments in cashin respect of the mandatory employee statutory profit sharing regimeestablished by Chapter VIII of the Federal Labor Law of Mexico); (6) theamount of Capital Expenditures made during such Fiscal Year in accordance with Section 7.14(*Limitations on Capital Expenditures*)and paid in cash, provided that such amount shall not exceed thePermitted Capital Expenditures Amount for such Fiscal Year plus any PermittedCapital Expenditures Amounts carried over from the prior Fiscal Year inaccordance with Section 7.14(b)(*Limitations on CapitalExpenditures*), and shall not include any Capital Expenditures madepursuant to Section 7.14(c) (*Limitations on Capital Expenditures*); (7) anycash paid or cash collateral required to be posted, and actually posted, duringsuch Fiscal Year to the extent required by any Hedging Agreements entered intoin accordance with Section 7.18 (*Limitations on Hedging*);**and (8) any amounts accrued for such Fiscal Year inrespect of the mandatory employee statutory profit sharing regime establishedby Chapter VIII of the Federal Labor Law of Mexico;

###  

*plus*

 

### (c)           tothe extent not already added to the calculation of Consolidated EBITDA, thesum, without duplication, of all of the following (except as received, gainedor borrowed, as applicable, by any Subsidiary that is part of the VenezuelanDivision):  (1) gains in the valueof Investments that are paid in cash or Cash Equivalent Investments during suchFiscal Year, if any; (2) the aggregate amount of financial income receivedin cash during such Fiscal Year; (3) any cash or Cash EquivalentInvestments received by (including any cash collateral returned to) the Companyor any of its Subsidiaries during such Fiscal Year in connection with HedgingAgreements; and (4) any tax credits, refunds or reimbursements received incash during such Fiscal Year, provided that for the Fiscal Year ending December 31,2009, this amount shall not include any tax credits, refunds or reimbursementsreceived in cash during such Fiscal Year with respect to the Fiscal Year endingDecember 31, 2008;

###  

*plus*

 

### (d)           theWorking Capital Adjustment for such Fiscal Year (which may be a positive ornegative number).

###  

Allcalculations or determinations with respect to the amount of Excess Cash willbe made as of the last day of the relevant Fiscal Year, based on the auditedannual consolidated financial statements of the Company and will be certifiedby the chief financial officer and one additional Senior Officer of theCompany.

 

“ExcessCash Year” means any Fiscal Year during which there is an amount of ExcessCash greater than zero.

 

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“ExcludedTaxes” means income, real property, franchise or similar taxes imposed onthe Administrative Agent or any Lender by a jurisdiction as a result of theAdministrative Agent or such Lender being organized under the laws of suchjurisdiction or being a resident of such jurisdiction to which income underthis Agreement is attributable or having a permanent establishment in such jurisdictionor its Lending Office being located in such jurisdiction.

 

“ExecutiveOrder” has the meaning specified in Section 5.20(a) (*Anti-Terrorism Laws*).

 

“ExistingIndebtedness” means Indebtedness of the Company and its Subsidiaries thatwas outstanding on the date hereof and listed on Schedule 5.21(a) (*Existing Indebtedness*); provided that ExistingIndebtedness shall include the amount of any undrawn commitments under the Bankof America Facility.

 

“Existing Intercompany Indebtedness” means Intercompany Indebtedness thatwas outstanding as of September 30, 2009.

 

“ExistingLoan” means the US$250,000,000 loan pursuant to the Loan Agreement, datedas of July 22, 2005, as amended from time to time prior to the date hereofamong the Company, BBVA Securities Inc., as bookrunner and documentation agentand BBVA Bancomer, S.A., Institucion de Banca Múltiple, Grupo Financiero BBVABancomer, as administrative agent for the lenders, and the several lendersparty thereto.

 

“ExistingLoan Obligations” means the obligations of the Company arising out of theExisting Loan.

 

“ExistingOther Indebtedness” has the meaning specified in Section 5.21(a) (*Existing Indebtedness and Reporto Contracts*).

 

“ExistingVenezuelan Sale” means the sale of a 40% stake in Valores Mundiales, S.L.on the terms and subject to the conditions of the Purchase Agreement betweenRotch Energy Holdings N.V. and the Company, dated as of April 6, 2006,pursuant to which Rotch Energy Holdings N.V. agreed to pay the CompanyUS$39,600,000 through but excluding the Closing Date, and US$26,000,000thereafter.

 

“ExistingWorking Capital Indebtedness” has the meaning specified in Section 5.21(a) (*Existing Indebtedness and Reporto Contracts*).

 

“ExistingSale Lease-Back Transactions” has the meaning specified in Section 5.11(d) (*Assets; Patents; Licenses; Insurance; Etc.*).

 

“ExitingLender” means each of Banco Bilbao Vizcaya Argentaria, S.A. and CitibankN.A., Nassau, Bahamas Branch.

 

“Expropriate”means, with respect to any Property, to nationalize, seize or expropriate suchProperty, or, if such Property is a business, to assume control of the businessand operations of such Property by nationalization, seizure or expropriation.

 

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“FederalFunds Rate” means, for any day, the rate per annum equal to the weightedaverage of the rates on overnight Federal funds transactions with members ofthe Federal Reserve System arranged by Federal funds brokers on such day, aspublished by the Federal Reserve Bank on the Business Day next succeeding suchday; provided that (a) if such day is not a Business Day, theFederal Funds Rate for such day shall be such rate on such transactions on thenext preceding Business Day as so published on the next succeeding BusinessDay, and (b) if no such rate is so published on such next succeedingBusiness Day, the Federal Funds Rate for such day shall be the average rate(rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged tothe Administrative Agent on such day on such transactions as determined by theAdministrative Agent.

 

“FiscalQuarter” means a period of three (3) consecutive calendar monthsending on March 31, June 30, September 30 or December 31.

 

“FiscalYear” means any period of twelve (12) consecutive calendar months ending onDecember 31.

 

“Fitch”means Fitch Rating, Inc. and its successors.

 

“ForeignFinancial Institution” means a bank or financial institution (i) registeredin Book I (*Libro I*), Section 1 (*Sección 1*) of the Foreign Banks, Financial Entities, Pensionand Retirement Funds and Investment Funds Registry (*Registro deBancos, Entidades de Financiamiento, Fondos de Pensiones y Jubilaciones yFondos de Inversión del Extranjero*) maintained by Hacienda forpurposes of Rule II.3.13.1 of the *Resolución MisceláneaFiscal* for the year 2009 and Article 195-I of the *Ley del Impuesto Sobre la Renta* (or any successor provisionsthereof), (ii) which is a resident (or, if such entity is lending througha branch or agency, the principal office of which is a resident) for taxpurposes in a jurisdiction with which Mexico has entered into a treaty for theavoidance of double-taxation which is in effect, and (iii) which is theeffective beneficiary (*beneficiario efectivo*)of any interest paid hereunder or under the Notes.

 

“Foreign PensionPlan” means any benefit plan, other than a Pension Plan orMultiemployer Plan, that under any Requirement of Law is required to be fundedthrough a trust or other funding vehicle other than a trust or funding vehiclemaintained exclusively by a Governmental Authority.

 

“FundingLosses” has the meaning specified in Section 3.05(a) (*Funding Losses*).

 

“GAAP”means generally accepted accounting practices.

 

“Gimsa”means Grupo Industrial Maseca, S.A.B. de C.V., a *sociedad anónima bursátil de capital variable* organizedunder the laws of Mexico.

 

“GimsaCollateral” means all of Company’s right, title and interest in, to andunder the shares of capital stock of Gimsa, whether now owned or hereafteracquired by the Company  (including underany trade name or derivations thereof), whether now existing or subsequentlyissued, and regardless of where located.

 

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“GimsaDivision” means Gimsa together with its direct and indirect Subsidiaries.

 

“GimsaTrust” means the Irrevocable Guaranty and Administration Trust Agreement (*Contrato de Fideicomiso Irrevocable de Administración y Garantía conDerechos de Reversión*) substantially in the form of Exhibit F-2,pursuant to which the Gimsa Collateral is transferred to the Trustee, astrustee, with the Collateral Agent as beneficiary in the first place (*fideicomisario en primer lugar*) on behalf and for the equaland ratable benefit of the Secured Parties.

 

“GovernmentalAuthority” means, with respect to any Person, any nation or government, anystate, municipality, province or other political or administrative subdivisionthereof, any central bank (or similar monetary or regulatory authority)thereof, any entity or branch of power exercising executive, legislative,judicial, regulatory or administrative functions of or pertaining togovernment, and any corporation or other entity exercising such functions andowned or controlled, through stock or capital ownership or otherwise by any ofthe foregoing, any arbitral bodies, or any self-regulatory organization, assertingjurisdiction over such Person.

 

“GrumaCorp.” means Gruma Corporation, a corporation organized under the laws ofNevada.

 

“GrumaCorp. Collateral” means all of Company’s right, title and interest in, toand under the shares of capital stock of Gruma Corp., whether now owned orhereafter acquired by the Company (including under any trade name orderivations thereof), whether now existing or subsequently issued, andregardless of where located.

 

“GrumaCorp. Division” means Gruma Corp. together with its direct and indirectSubsidiaries.

 

“GrumaCorp. Pledge” means the pledge of the Gruma Corp. Collateral, substantiallyin the form of Exhibit F-3.

 

“GuarantyObligation” means, as to any Person: (a) any obligation, contingent orotherwise, of such Person guarantying or having the economic effect ofguarantying any Indebtedness or other obligation payable or performable byanother Person (the “primary obligor”) in any manner, whether directly orindirectly, and including an *aval*and any obligation of such Person, direct or indirect, (i) to purchase orpay (or advance or supply funds for the purchase or payment of) such Indebtednessor other obligation, (ii) to purchase or lease property, securities orservices for the purpose of assuring the obligee in respect of suchIndebtedness or other obligation of the payment or performance of suchIndebtedness or other obligation, (iii) to maintain working capital,equity capital or any other financial statement condition or liquidity of theprimary obligor so as to enable the primary obligor to pay such Indebtedness orother obligation, or (iv) entered into for the purpose of assuring in anyother manner the obligees in respect of such Indebtedness or other obligationof the payment or performance thereof or to protect such obligees against lossin respect thereof (in whole or in part); or (b) any Lien on any Propertyof such Person securing any Indebtedness or other obligation of any otherPerson, whether or not such Indebtedness or other obligation is assumed by suchPerson; provided that the term “Guaranty Obligation” shall not includeendorsements of instruments for deposit or 

 

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collection in the Ordinary Course of Business.  The amount of any Guaranty Obligation shallbe deemed to be an amount equal to the stated or determinable amount of therelated primary obligation, or portion thereof, in respect of which suchGuaranty Obligation is made or, if not stated or determinable, the maximumreasonably anticipated liability in respect thereof as determined by theguarantying Person in good faith.

 

“HedgingAgreements” means any agreements or instruments in respect of interest rateor currency swap, exchange or hedging transactions or other financialderivatives transactions.

 

“HedgingPolicy” means the policy of the Company and its Subsidiaries with respectto Hedging Agreements, a copy of which is attached as Exhibit H, asamended from time to time with the approval of the Board of Directors of theCompany (or of a committee duly delegated by such Board of Directors comprisedof two or more members thereof) in accordance with Section 7.18(b)(iii) (*Limitations on Hedging*).

 

“IFRS”means International Financial Reporting Standards as adopted by theInternational Accounting Standards Board.

 

“IFRSAmendments” has the meaning specified in Section 10.18 (*Change to IFRS*).

 

“IMSS” means the *InstitutoMexicano del Seguro Social* of Mexico.

 

“Indebtedness”of any Person means at any date, without duplication:

 

### (a)                                  any obligation of such Person in respectof borrowed money or with respect to deposits of any kind (if any) and anyobligation of such Person evidenced by bonds, notes, debentures or similarinstruments;

###  

### (b)                                 any obligation of such Person in respectof a lease, including Capital Lease Obligations, or hire purchase contract, ineach case that would, under Mexican GAAP (or, in the case of Persons organizedunder laws of any other jurisdiction, the applicable GAAP therein), be treatedas a financial or capital lease, including all Attributable Debt of such Personin respect of Sale Lease-Back Transactions of such Person;

###  

### (c)                                  any obligation of others secured by (orfor which the holder of such obligation has an existing right, contingent orotherwise to be secured by) a Lien on any Property of such Person, whether ornot such obligation is assumed by such Person;

###  

### (d)                                 any obligations of such Person to pay thedeferred purchase price of Property or services if such deferral extends for aperiod in excess of sixty (60) days;

###  

### (e)                                  any Guaranty Obligations of such Personwhich could require such Person to make a payment;

###  

### (f)                                    the Agreement Value of any HedgingAgreements;

###  

### (g)                                 any obligations of such Person upon whichinterest charges are paid or accrued or are customarily paid or accrued;

 

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###  

### (h)                                 any obligations of such Person underconditional sale or other title retention agreements relating to Propertypurchased by such Person;

###  

### (i)                                     any obligations of such Person topurchase, redeem, retire, defease or otherwise make any payment (other thandividend payments by Subsidiaries of the Company made pursuant to Section 7.04(a) (*Restricted Payments*)) in respect of anycapital stock of such Person or any other Person or any warrants, rights oroptions to acquire such equity interests, valued, in the case of redeemablepreferred interests, at the greater of its voluntary or involuntary liquidationpreference plus accrued and unpaid dividends;

###  

### (j)                                     any obligations of such Person as anaccount party in respect of letters of credit;

###  

### (k)                                  any obligations of such Person in respectof bankers’ acceptances, bank guaranties, surety bonds and similar instruments;and

###  

### (l)                                     any Probable Bonds for or in connectionwith liabilities arising from Proceedings in which such Person is involved;

###  

provided, however, that the followingliabilities shall be explicitly excluded from the definition of the term “Indebtedness”:

 

#### (i)                                     trade accounts payable that are (x) lessthan sixty (60) days overdue or (y) being contested in good faith byappropriate proceedings and for which adequate reserves have been provided inaccordance with Mexican GAAP (or, in the case of Persons organized under lawsof any other jurisdiction, the applicable GAAP therein), in each case includingany obligations in respect of letters of credit (and any other similar guarantyinstruments) that have been issued in support of such trade accounts payable;

####  

#### (ii)                                  operating expenses that accrue and becomepayable in the Ordinary Course of Business;

####  

#### (iii)                               customer advance payments and customer depositsreceived in the Ordinary Course of Business;

####  

#### (iv)                              obligations for ad valorem taxes, valueadded taxes, or any other taxes or governmental charges; and

####  

#### (v)                                 Reporto Contracts that are entered intoin accordance with Section 7.22 (*Reporto Contracts*) and any Guaranty Obligations in respectthereof.

####  

“IndemnifiedLiabilities” has the meaning specified in Section 10.05 (*Indemnification by the Company*).

 

“IndemnifiedTaxes” means Taxes imposed on or incurred by the Administrative Agent orany Lender with respect to any payment under any Loan Document other thanExcluded Taxes.

 

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“Indemnitees”has the meaning specified in Section 10.05 (*Indemnification by the Company*).

 

“INDEVAL” means S.D. Indeval, Institución para elDepósito de Valores, S.A. de C.V.

 

“INFONAVIT” means *InstitutoNacional del Fondo de la Vivienda para los Trabajadores* of Mexico.

 

“Information”has the meaning specified in Section 10.09(a) (*Confidentiality*).

 

“InitialDollar Lenders” means each of BNP Paribas, Coöperatieve CentraleRaiffeisen-Boerenleenbank B.A., “Rabobank Nederland” New York Branch andSociete Generale.

 

“InitialLenders” means each of the Initial Dollar Lenders and the Initial PesoLenders.

 

“Initial Peso Lenders” means each of BancoNacional de México, S.A. Integrante del Grupo Financiero Banamex and BBVABancomer, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer.

 

“IntercompanyIndebtedness” means any present or future Indebtedness of the Company orany of its present or future Subsidiaries issued to the Company or any of itsother present or future Subsidiaries.

 

“IntercompanyIndebtedness Capitalization” means any amount owed to any IntercompanyLender pursuant to an Intercompany Revolving Facility being satisfied in anymanner other than by payment of such amount to such Intercompany Lender inimmediately available funds pursuant to the terms of such IntercompanyRevolving Facility.

 

“IntercompanyLenders” means the Company and any of its Subsidiaries that are lendersunder the Intercompany Revolving Facilities.

 

“IntercompanyRevolving Facilities” means, as amended from time to time in accordancewith this Agreement, the intercompany revolving facilities listed on Schedule1.01(c) (*Intercompany Revolving Facilities*).

 

“IntercompanySubordination Agreement” means the Subordination Agreement, dated on orabout the date hereof, by and among the Company and the Intercompany Lendersattached hereto as Exhibit I.

 

“IntercompanyTrust Agreement” means the Irrevocable Administration Trust Agreement (*Contrato de Fideicomiso Irrevocable de Administración con Derechos deReversión*) substantially in the form of Exhibit F-5,pursuant to which all Intercompany Lenders’ (other than Subsidiaries in theGimsa Division) rights, title and interest in, to and under the IntercompanyRevolving Facilities (as amended), dated on or about the date hereof, aretransferred to the Trustee, as trustee, with the Collateral Agent, asbeneficiary in the first place (*fideicomisario en primerlugar)*.

 

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“InterestCharges” means, with respect to any Person or Persons, and during anyMeasurement Period, the sum of (a) all interest, premium payments, debtdiscount, fees, charges and related expenses of such Person or Persons duringsuch Measurement Period, in each case to the extent treated as interest inaccordance with Mexican GAAP, (b) any interest, premium payments, debtdiscount, fees, charges and related expenses in respect of Indebtedness of suchPerson or Persons accrued or capitalized (whether or not actually paid duringsuch Measurement Period) plus the net amount payable (or minus the net amountreceivable) under Hedging Agreements relating to such interest during suchMeasurement Period (whether or not actually paid or received during suchMeasurement Period), (c) the portion of rent expense of such Person orPersons with respect to such Measurement Period under capital or financialleases that is treated as interest in accordance with Mexican GAAP and (d) alldirect or indirect dividends or other distributions paid during suchMeasurement Period on account of any shares of any preferred stock of suchPerson, now or hereinafter outstanding.

 

“InterestCoverage Ratio” means, as of the last day of any Fiscal Quarter, the ratioof (a) Consolidated EBITDA to (b) Consolidated Interest Charges, ineach case determined for the relevant Measurement Period; provided thatfor the purposes of calculating the Interest Coverage Ratio, ConsolidatedEBITDA shall not include any payments received by the Company from Subsidiariesin the Venezuelan Division in respect of the sale of shares of capital stock ofSubsidiaries in the Venezuelan Division, Dispositions of Property bySubsidiaries in the Venezuelan Division and other nonrecurring extraordinarypayments by Subsidiaries in the Venezuelan Division.

 

“InterestPayment Date” means the Dollar Interest Payment Date or the Peso InterestPayment Date, as applicable.

 

“InterestPeriod” means the Dollar Interest Period or the Peso Interest Period, asapplicable.

 

“Investment”means, as to any Person, any acquisition or investment (whether for cashProperty, services, securities or otherwise) by such Person, whether by meansof (a) the purchase or other acquisition of capital stock, bonds,debentures or other securities of another Person, including the receipt of anyof the foregoing as consideration for the Disposition of Property or renderingservices, (b) the making of a deposit with, or any direct or indirectloan, advance, extension of credit or capital contribution to, guaranty of orother contingent obligation with respect to debt or any other liability orobligations of, or purchase or other acquisition of any other debt or equityparticipation or ownership or other interest in, another Person, including anypartnership or joint venture interest in such other Person, and the purchase ofProperty from another Person subject to an understanding or agreement,contingent or otherwise, to resell such Property to such Person, (c) thepurchase or other acquisition (in one transaction or a series of transactions)of all or a substantial portion of the business or Property or other beneficialownership of any other Person or (d) entering into a HedgingAgreement.  For purposes of covenantcompliance, the amount of any Investment shall be the amount actually invested,without adjustment for subsequent increases or decreases in the value of suchInvestment.

 

“InvestmentGrade” means, with respect to Fitch, BBB- or higher, and with respect toS&P, BBB- or higher (or in either case, the equivalent rating in thefuture).

 

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“IRS”means the United States Internal Revenue Service.

 

“ITOperating Lease” means an operating lease for information technologyequipment.

 

“JointVenture Partner” means each of (i) Archer-Daniels-Midland, Inc.and its Affiliates, (ii) RFB Holdings de México, S.A. de C.V. and itsAffiliates and (iii) Rotch Energy Holdings, N.V. and its Affiliates.

 

“LatinAmerican Divisions” means each of the Molinera Division, the Gimsa Divisionand the Central America Division.  Forthe avoidance of doubt, the Latin American Divisions shall not include anyVenezuelan Subsidiary.

 

“LeadArranger” has the meaning specified in the introductory clause hereto.

 

“Lender”has the meaning specified in the introductory clause hereto, and includes eachSubstitute Lender and each Assignee that becomes a Lender pursuant to Section 10.08(*Assignments, Participations, Etc**.*).

 

“LendingOffice” means, as to any Lender, the office or offices of such Lenderspecified as its “Lending Office” in the Administrative Questionnaire, as fromtime to time amended, or such other office or offices as such Lender may fromtime to time notify the Company and the Administrative Agent.

 

“LeverageRatio” means, on any date, the ratio of (a) Total Indebtedness of theCompany and its Consolidated Subsidiaries on such date to (b) ConsolidatedEBITDA of the Company and its Consolidated Subsidiaries determined for theMeasurement Period ended on such date (or, if such date is not the last day ofa Fiscal Quarter, the last day of the most recent Fiscal Quarter ended prior tosuch date); provided that for the purposes of calculating the LeverageRatio, Consolidated EBITDA shall not include any payments received by theCompany from Subsidiaries in the Venezuelan Division in respect of the sale ofshares of capital stock of Subsidiaries in the Venezuelan Division,Dispositions of Property by Subsidiaries in the Venezuelan Division and othernonrecurring extraordinary payments by Subsidiaries in the Venezuelan Division.

 

“LIBOR”means for any Interest Period with respect to any LIBOR Loan:

 

### (a)                                  the rate per annum (rounded to thenearest 1/100th of1%) equal to the rate determined by the Administrative Agent as the Londoninterbank offered rate on any page or other service that displays anaverage British Bankers Association bbalibor for deposits in US Dollars with aterm of or comparable to three months, determined as of approximately 11:00 a.m.,London time, two (2) Business Days prior to the first day of such InterestPeriod (with respect to any Interest Period, the “Determination Date”);or

###  

### (b)                                 if the rate referenced in the precedingclause (a) is not available, the rate per annum (rounded to the nearest1/100th of1%) determined by the Administrative Agent as the rate per annum that depositsin US Dollars for delivery on the first day of such Interest Period quoted bythe Administrative Agent to prime banks in the London interbank market fordeposits in US Dollars at approximately 11:00 a.m. (London time) on therelevant Determination Date in an 

 

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###  

### amount approximately equal to the principal amount of the Loans towhich such Interest Period is to apply and for a term of or comparable to three(3) months.

###  

“Lien”means with respect to any Property, (a) any security interest, mortgage,deed of trust, *fideicomiso*, pledge, usufruct,fiduciary transfer, charge or deposit arrangement, encumbrance, lien (statutoryor other) or preferential arrangement (including a securitization) of any kindor nature whatsoever in respect of any Property that has the practical effectof creating a security interest, (b) the interest of a vendor or a lessorunder any conditional sale agreement, capital lease or title retentionagreement (or any financing lease having substantially the same economic effectas any of the foregoing) relating to such Property and (c) in addition, inthe case of securities, any purchase option, call or similar right of a thirdparty with respect to such securities.

 

“Loan”means any Dollar Loan or Peso Loan.

 

“LoanDocuments” means this Agreement, the Notes, the Security Documents, theIntercompany Subordination Agreement and all other related agreements anddocuments issued or delivered hereunder or thereunder or pursuant hereto orthereto or in connection herewith or therewith, in each case as such LoanDocument may be amended, supplemented or otherwise modified from time to time.

 

“MajorityDollar Lenders” means at any time Dollar Lenders then holding more than 50%of the then aggregate outstanding principal amount of the Dollar Loans.

 

“MajorityLenders” means at any time Lenders then holding more than 50% of the DollarAmount of the then aggregate outstanding principal amount of the Loans.

 

“MandatoryPrepayment Indebtedness” means the Loans and the Derivative CounterpartiesLoan.

 

“MaterialAdverse Effect” means any event, change, circumstance, condition,occurrence, effect, development or state of fact that, individually or togetherwith any other event, change, circumstance, condition, occurrence, effect,development or state of fact, has had: (a) a material adverse change in,or a material adverse effect upon the operations, business, assets, liabilities(actual or contingent), obligations, rights, Property, condition (financial orotherwise) or operating results of either the Company and its Subsidiariestaken as a whole, or any of the Pledged Entities taken individually; (b) amaterial impairment of the ability of the Company to perform its obligationsunder any Loan Document to which it is or will be a party; (c) a materialadverse effect upon the legality, validity, binding effect or enforceabilityagainst the Company of any Loan Document to which it is or will be a party; (d) amaterial impairment of the rights and remedies of or benefits available to anyLender under any Loan Document to which it is or will be a party; or (e) amaterial adverse effect on each of the Gimsa Collateral, the Gruma Corp.Collateral and the Molinera Collateral, taken individually.

 

“Material Subsidiary” means:

 

### (a)                                  the Pledged Entities;

 

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###  

### (b)                                 the Subsidiaries listed on Schedule 1.01(b) (*Existing Material Subsidiaries*);

###  

### (c)                                  at any time, any Subsidiary of theCompany that meets any of the following conditions:

###  

#### (i)                                     the Company’s and its Subsidiaries’investments in or advances to such Subsidiary exceed 5% of the totalassets of the Company and its Consolidated Subsidiaries as of the end of theCompany’s most recently completed Fiscal Year;

####  

#### (ii)                                  the Company’s and its Subsidiaries’proportionate share of the total assets (after intercompany eliminations) ofsuch Subsidiary exceeds 5% of the total assets of the Company and itsConsolidated Subsidiaries as of the end of the Company’s most recentlycompleted Fiscal Year; or

####  

#### (iii)                               the Company’s and its Subsidiaries’ proportionateshare of the earnings before income tax and employee statutory profit sharingof such Subsidiary exceeds 5% of such earnings of the Company and itsConsolidated Subsidiaries as of the end of the Company’s most recentlycompleted Fiscal Year;

####  

ineach case as calculated by reference to the last audited or unaudited balancesheet or income statement prepared for such Subsidiary and the then latestaudited or unaudited consolidated balance sheet or income statement of theCompany and its Subsidiaries;

 

### (d)                                 any Subsidiary that the Company adds toSchedule 1.01(b) (*Existing MaterialSubsidiaries*) for purposes of compliance with Section 7.20(*Material Subsidiaries*); and

###  

### (e)                                  in the case of clauses (a), (b) and (c) above,the direct and indirect Subsidiaries of such Subsidiaries.

###  

“MaturityDate” means October 21, 2014, or if such day is not a Business Day,the next succeeding Business Day.

 

“MeasurementPeriod” means any period of four (4) consecutive Fiscal Quarters ofthe Company, ending with the most recently completed Fiscal Quarter, taken asone accounting period.

 

“MexicanBusiness Day” means any day other than Saturday, Sunday or a day on whichcommercial banks in Mexico City, Mexico are authorized or required by law toclose.

 

“MexicanGAAP” means, as applicable, (i) Mexican Generally Accepted AccountingPrinciples (*Principios de Contabilidad Generalmente Aceptados*)issued by the Mexican Accounting Principles Commission of the Mexican Instituteof Public Accountants effective until December 31, 2005, (ii) theMexican Financial Information Standards (*Normas de InformaciónFinanciera*) issued by the Mexican Council for the Research and Developmentof Financial Information Standards, effective from January 1, 2006, asamended from time to time, or (iii) IFRS as in effect as of January 1, 2012 orearlier should the Company elect to apply them earlier than that date pursuantto Transitory Article Third of the January 27, 2009 amendments to 

 

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the *Disposicionesde Carácter General Aplicables a las Emisoras de Valores y a OtrosParticipantes del Mercado de Valores* in effect from time to time inMexico.

 

“MexicanPesos”, “Pesos” and “MXP$” means lawful currency of Mexico.

 

“Mexico”means the United Mexican States.

 

“Ministryof Finance” means the Ministry of Finance and Public Credit (*Secretaría de Hacienda y Crédito Público*)of Mexico.

 

“MinorDerivative Counterparties” means each of ABN AMRO Bank N.V., Barclays BankPLC, BNP Paribas and Standard Chartered Bank, and any successor or permittedassignee.

 

“MinorDerivative Counterparty Loans” means each of:

 

### (a)                                  the US$13,900,000 Loan Agreement, datedon or prior to the date hereof, as amended from time to time, by and among theCompany and ABN AMRO Bank

###  

### (b)                                 the US$21,500,000 Loan Agreement, datedon or prior to the date hereof, as amended from time to time, by and among theCompany and Barclays Bank PLC;

###  

### (c)                                  the US$11,756,872 Loan Agreement, datedon or prior to the date hereof, as amended from time to time, by and among theCompany and BNP Paribas; and

###  

### (d)                                 the US$22,896,000 Loan Agreement, datedon or prior to the date hereof, as amended from time to time, by and among theCompany and Standard Chartered Bank.

###  

“Molinera” means Molinera de Mexico, S.A. de C.V.,a *sociedad anónima de capital variable*organized under the laws of Mexico.

 

“MolineraCollateral” means all of Company’s right, title and interest in, to andunder the shares of capital stock of Molinera, whether now owned or hereafteracquired by the Company (including under any trade name or derivationsthereof), whether now existing or subsequently issued, and regardless of wherelocated.

 

“MolineraDivision” means Molinera together with its direct and indirectSubsidiaries.

 

“MolineraTrust” means the Irrevocable Guarantyand Administration Trust Agreement (*Contrato de FideicomisoIrrevocable de Administración y Garantía con Derechos de Reversión*)substantially in the form of Exhibit F-4, pursuant to which theMolinera Collateral is transferred to the Trustee, as trustee, with theCollateral Agent as beneficiary in the first place (*fideicomisarioen primer lugar*) on behalf and for the equal and ratable benefit ofthe Secured Parties.

 

“Moody’s”means Moody’s Investors Service, Inc. and its successors.

 

“MPPPro Rata Amount” means, as of any date, with respect to any MandatoryPrepayment Indebtedness, a fraction (expressed as a decimal, rounded to thesecond decimal 

 

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place), the numerator of which is the aggregate DollarAmount of such Mandatory Prepayment Indebtedness as of such date, and thedenominator of which is the sum of the aggregate Dollar Amount of all MandatoryPrepayment Indebtedness on such date.

 

“MultiemployerPlan” means any employee benefit plan of the type described in Section 4001(a)(3) ofERISA, to which the Company or any ERISA Affiliate makes or is obligated tomake contributions, or during the preceding three calendar years, has made orbeen obligated to make contributions.

 

“NetCash Proceeds” means, with respect to any event:

 

### (a)                                  the cash proceeds received in respect ofsuch event, including (i) any cash and cash equivalents received by way ofdeferred payment pursuant to, or by monetization of, a note receivable orotherwise, and (ii) in the case of a Casualty Event, insurance awards;

###  

*minus*

 

### (b)                                 the sum, as applicable and withoutduplication, of (i) all reasonable and customary fees, underwritingdiscounts, commissions, premiums and out-of-pocket expenses paid by the Companyand its Subsidiaries to third parties (other than Affiliates) in connectionwith such event, (ii) in the case of a Disposition of Property, the amountof all payments required to be made by the Company and its Subsidiaries as aresult of such event to repay Indebtedness (other than the Loans) secured bysuch Property or otherwise that is required by the terms of such Indebtednessto be repaid as a result of such Disposition, (iii) in the case of aCasualty Event, the aggregate amount of proceeds of business interruptioninsurance, and (iv) the amount of all taxes required to be paid andreasonably expected to be paid in accordance with past practice by the Companyand its Subsidiaries in connection with such event, including, for theavoidance of doubt, any taxes required to be paid and reasonably expected to bepaid in accordance with past practice by the Company and its Subsidiaries inconnection with the distribution of such cash proceeds from the Subsidiary thatreceived such cash proceeds to the Company.

###  

“Note”means a promissory note (*pagaré*) of theCompany payable to a Lender, substantially in the form of Exhibit A-1in the case of Dollar Loans and Exhibit A-2 in the case of PesoLoans (in each case, as such promissory note may be replaced from time totime), evidencing the Indebtedness of the Company to such Lender resulting fromsuch Lender’s Loan, and also means all other promissory notes accepted fromtime to time in substitution therefor.

 

“Obligations”means all advances, debts, liabilities, obligations, covenants and dutiesarising under any Loan Document owing by the Company to any Lender, theAdministrative Agent, the Collateral Agent or any indemnified person, whetherdirect or indirect (including those acquired by assignment), absolute orcontingent, due or to become due, now existing or hereafter arising.

 

“OECD”means the Organization for Economic Cooperation and Development.

 

“OFAC”has the meaning specified in Section 5.20(b)(v) (*Anti-Terrorism Laws*).

 

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“Officer”means, with respect to the Company, a president, senior vice president,managing director, chief marketing officer, chief administrative officer, chieftechnology officer, chief corporate officer, director of corporatecommunications, chief procurement officer, secretary of the board, treasurer orprincipal financial officer, comptroller or principal accounting officer ofsuch Person, and any officer having substantially the same authority andresponsibility as any of the foregoing. For the avoidance of doubt, the term “Officer” shall include all personslisted as officers of the Company in the Company’s most recent annual reportfiled on Form 20-F with the US Securities and Exchange Commission.

 

“OptionalOther Prepayment” with respect to any Reporting Indebtedness means (a) anypartial or total voluntary or optional payment on or redemption or acquisitionfor value of such Reporting Indebtedness prior to the scheduled maturitythereof, including by way of depositing with the trustee or Person fulfilling asimilar function with respect to such Reporting Indebtedness, money orsecurities prior to the original scheduled maturity of such ReportingIndebtedness for the purpose of paying it when due, and (b) any partial ortotal payment of Reporting Indebtedness prior to the scheduled maturity thereofas a result of or in connection with the acceleration (in whole or in part) ofthe maturity of such Reporting Indebtedness.

 

“OrdinaryCourse of Business” means, with respect to a Person, the ordinary course ofbusiness consistent with past practice of such Person.

 

“OrganizationalDocuments” means, with respect to a Person, each of the organizationaland/or constituent documents of such Person, in each case including allamendments thereto, including the articles or certificate of incorporation or *acta constitutiva* and the by-laws or *estatutos sociales*, or equivalentdocuments, of such Person.

 

“OtherCurrency” has the meaning specified in Section 10.17(b) (*Payment in Specified Currency; Judgment Currency*).

 

“OtherIndebtedness” means Indebtedness of the Company and its Subsidiaries otherthan Working Capital Indebtedness and Intercompany Indebtedness.

 

“OtherPrepayment Indebtedness” means the Loans, the Derivative CounterpartiesLoan and the Minor Derivative Counterparty Loans.

 

“OtherPrepayment Pro Rata Amount” means, as of any date, with respect to anyOther Prepayment Indebtedness, a fraction (expressed as a decimal, rounded tothe second decimal place), the numerator of which is the aggregate Dollar Amountof such Other Prepayment Indebtedness as of such date, and the denominator ofwhich is the sum of the aggregate Dollar Amount of all Other PrepaymentIndebtedness on such date.

 

“OtherRestructured Indebtedness” means the Derivative Counterparties Loan, theBancomext Loan and the Minor Derivative Counterparty Loans.

 

“OtherTaxes” means, with respect to any Person, any present or future stamp,court or documentary taxes or any other excise or property taxes, or charges,imposts, duties, fees or similar levies which arise from any payment madehereunder or any other Loan Document or from the execution, delivery orregistration of, or otherwise with respect to, this Agreement or 

 

25

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any other Loan Document and which are actuallyimposed, levied, collected or withheld by any Governmental Authority.

 

“Participation”has the meaning specified in Section 10.08(e) (*Assignments, Participations, Etc**.*).

 

“Participant”has the meaning specified in Section 10.08(e) (*Assignments, Participations, Etc**.*).

 

“PatriotAct” has the meaning specified in Section 5.20(a) (*Anti-Terrorism Laws*).

 

“PBGC”means the Pension Benefit Guaranty Corporation referred to and defined in ERISAand any successor entity performing similar functions.

 

“PensionPlan” means any “employee pension benefit plan” (as such term is defined inSection 3(2) of ERISA), other than a Multiemployer Plan, that issubject to Title IV of ERISA and is sponsored or maintained by the Company orany ERISA Affiliate or to which the Company or any ERISA Affiliate contributesor has an obligation to contribute, or in the case of a multiple employer plan(as described in Section 4064(a) of ERISA) has made contributions atany time during the immediately preceding five plan years.

 

“PermittedAcquisition” has the meaning specified in Section 7.12(c) (*Fundamental Changes, Limitations on Asset Sales, Asset Exchanges andAcquisitions*).

 

“PermittedBancomext Guaranty” means the Guaranty Obligation of the Company in respectof the Bancomext-Gimsa Loan.

 

“PermittedCapital Expenditures Amount” means an amount of Capital Expenditures on aconsolidated basis that shall not exceed the following amounts for each FiscalYear specified:

 
| **Fiscal Year ending December 31,**                      | ** ** | **Permitted Capital Expenditures   Amount** | ** **  |
|---------------------------------------------------------------|------------|---------------------------------------------|-------------|
| 2009                                                          |       | US$                                         | 80,000,000  |   |
| 2010                                                          |       | US$                                         | 80,000,000  |   |
| 2011                                                          |       | US$                                         | 120,000,000 |   |
| 2012                                                          |       | US$                                         | 140,000,000 |   |
| 2013 and each Fiscal Year thereafter until the  Maturity Date |       | US$                                         | 150,000,000 |   |

 

“PermittedCompany Equity Issuance” has the meaning specified in Section 7.23(a)(ii) (*Equity Issuances*).

 

“PermittedLien” has the meaning specified in Section 7.01(b) (*Negative Pledge*).

 

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“PermittedNew Capital Obligations” has the meaning specified in Section 7.16(g)(ii) (*Limitations on Incurrence of Additional Indebtedness*).

 

“PermittedNew Indebtedness” has the meaning specified in Section 7.16(g) (*Limitations on Incurrence of Additional Indebtedness*).

 

“PermittedNew Investment Amount” means, with respect to any Fiscal Year following anExcess Cash Year, the lesser of (i) the Available Excess Cash Amount forsuch Excess Cash Year and (ii) US$50,000,000 (or the US Dollar Equivalentthereof) in each of 2009, 2010 and 2011, and US$100,000,000 (or the US DollarEquivalent thereof) in each year thereafter.

 

“PermittedNew Working Capital Indebtedness” has the meaning specified in Section 7.16(g)(ii) (*Limitations on Incurrence of Additional Indebtedness*).

 

“PermittedPrepayment Asset Sale” means any Asset Sale other than (a) theExisting Venezuelan Sale, (b) Asset Sales by any Subsidiary that is partof the Venezuelan Division, to the extent such Subsidiary is prohibited byVenezuelan laws or regulations from transferring or paying such Net CashProceeds out of Venezuela,  and (c) ProhibitedCollateral Sales.

 

“PermittedRefinancing Indebtedness” means Indebtedness incurred by the Company or itsSubsidiaries to Refinance (i) Other Prepayment Indebtedness, (ii) theBancomext Loan or (iii) Indebtedness of Subsidiaries of the Company; providedthat:

 

### (a)           in the case of Company Refinancing Indebtedness:

###  

#### (i)            the aggregate principal amountof such Company Refinancing Indebtednessas of the date that such Refinancing is consummated does not exceed theaggregate principal amount outstanding of the Indebtedness being Refinanced (plus the amountof any premium required to be paid under the terms of the instrument governingsuch Indebtedness being Refinanced);

####  

#### (ii)           such Company Refinancing Indebtednesshas:

####  

##### (A)          a weighted average maturity that is equal to orgreater than the weighted average maturity of (x) the Indebtedness beingRefinanced and (y) the Loans, and

#####  

##### (B)           a final maturity that is equal to or greater than thefinal maturity of (x) the Indebtedness being Refinanced and (y) theLoans;

#####  

#### (iii)          suchCompany Refinancing Indebtedness is Indebtedness of the Company;

####  

#### (iv)          if the Indebtedness being Refinanced isSubordinated Indebtedness, then such Company Refinancing Indebtedness shall besubordinate to the Loans and any other senior Indebtedness at least to the sameextent and in the same manner as the Indebtedness being Refinanced;

 

27

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####  

#### (v)           such Company Refinancing Indebtedness isincurred pursuant to (i) terms and pricing that reflect market terms andpricing for the Company and (ii) terms that are no less favorable to theCompany than the terms and conditions contained hereunder;

####  

#### (vi)          such Company Refinancing Indebtedness issecured, if at all, by the same collateral as, and to an extent no greaterthan, the Indebtedness being Refinanced, and if such Company RefinancingIndebtedness is incurred to Refinance Mandatory Prepayment Indebtedness, suchCompany Refinancing Indebtedness is secured, if at all, on a *pari passu* basis with such RefinancedMandatory Prepayment Indebtedness and pursuant to an amendment to theCollateral Agency and Intercreditor Agreement;

####  

#### (vii)         suchCompany Refinancing Indebtedness is not guaranteed by any of the Company’sSubsidiaries;

####  

#### (viii)        allof the Net Cash Proceeds of such Company Refinancing Indebtedness are used toprepay the Indebtedness being Refinanced (plus the amount of any premiumrequired to be paid under the terms of the instrument governing suchIndebtedness being Refinanced) and any other Indebtedness required to beprepaid pursuant to Section 2.05(h) (*Mandatory Prepayments*) (and any breakagecosts in connection therewith) within five (5) Business Days of theincurrence of such Company Refinancing Indebtedness;

####  

#### (ix)           in the case of Company RefinancingIndebtedness incurred to Refinance the Minor Derivative Counterparty Loans,such Company Refinancing Indebtedness consists only of unsecured Indebtednessraised in the debt capital markets;

####  

#### (x)            in the case of Company RefinancingIndebtedness incurred to Refinance the Bancomext Loan:

####  

##### (A)          the aggregate amount of scheduled amortizations undersuch Company Refinancing Indebtedness on any date cannot exceed the aggregateamount of scheduled amortizations under the Bancomext Loan on such date;

#####  

##### (B)           the interest rate for such Company RefinancingIndebtedness cannot be more than a rate equal to the sum of (i) the TIIERate plus (ii) 5.00% per annum ; and

#####  

##### (C)           the tenor of such Company Refinancing Indebtednesscannot be less than the tenor of the Bancomext Loan; and

#####  

### (b)           in the case of Indebtedness incurred to RefinanceIndebtedness of a Subsidiary:

###  

#### (i)            the aggregate principal amount (or initialaccreted value, if applicable) of such new Indebtedness as of the date that suchRefinancing is consummated does not exceed the aggregate principal amountoutstanding (or initial accreted value, if applicable) of the Indebtedness being Refinanced (plus the amountof any premium required to be paid under the terms of the instrument governingsuch Indebtedness being Refinanced);

####  

#### (ii)           such new Indebtedness has:

 

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#####  

##### (A)          a weighted average maturity that is equal to orgreater than the weighted average maturity of the Indebtedness beingRefinanced, and

#####  

##### (B)           a final maturity that is equal to or greater than thefinal maturity of the Indebtedness being Refinanced;

#####  

#### (iii)          suchnew Indebtedness is Indebtedness of such Subsidiary;

####  

#### (iv)          if the Indebtedness being Refinanced isSubordinated Indebtedness, then such new Indebtedness shall be subordinate toany senior Indebtedness at least to the same extent and in the same manner asthe Indebtedness being Refinanced;

####  

#### (v)           such new Indebtedness is incurred pursuant to (i) termsand pricing that reflect market terms and pricing for such Subsidiary and (ii) termsthat are no less favorable to the Subsidiary than the terms and conditionshereunder;

####  

#### (vi)          such new Indebtedness is secured using the samecollateral as, and to an extent no greater than, the Indebtedness beingRefinanced;

####  

#### (vii)         suchnewIndebtedness, if guaranteed by the Company or any Subsidiary, is guaranteed bythe same Persons as, and to an extent no greater than, the Indebtedness beingRefinanced; provided that the Permitted Bancomext Guaranty may not beextended or renewed; and

####  

#### (viii)        allof the Net Cash Proceeds of such new Indebtedness are used to prepay theIndebtedness being Refinanced (plus the amount of any premium required to bepaid under the terms of the instrument governing such Indebtedness being Refinanced)within five (5) Business Days of the incurrence of such new Indebtedness.

####  

“PermittedVenezuelan Recourse Indebtedness” has the meaning specified in Section 7.16(e) (*Limitations on Incurrence of Additional Indebtedness*).

 

“PerpetualBonds” means the 7.75% Perpetual Bonds issued by the Company.

 

“Person”means any natural person, partnership, limited liability company, corporation,business trust, joint stock company, trust, unincorporated association, jointventure or Governmental Authority or other entity.

 

“PesoCommitment” means, with respect to any Lender, the obligation of suchLender to make Loans in Pesos pursuant to the terms and conditions of thisAgreement on the Closing Date, the amount of which shall not exceed the PesoEquivalent Amount that would result from the conversion of the principal amountset forth opposite such Lender’s name on Schedule 1.01(a) (*Loans; Pro Rata Shares*) under the heading “Peso Commitment”or the signature page of the Assignment and Acceptance by which it became(or becomes) a Lender, as such may be modified from time to time pursuant tothe terms of this Agreement or to give effect to any applicable Assignment andAcceptance.

 

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“PesoEquivalent Amount” means, with respect to an amount in US Dollars on anydate, the amount of Pesos that would result from the conversion of such amountof US Dollars into Pesos on such date using the Conversion Rate.

 

“PesoInterest Payment Date” means (i) the last day of each Peso InterestPeriod and (ii) the date of any repayment or prepayment made in respect ofany Peso Loan.

 

“PesoInterest Period” means, relative to any borrowing of a Peso Loan, theperiod commencing on (and including) the date on which the Peso Loan is madeand ending on (but excluding) the numerically corresponding day in the calendarmonth that is one month thereafter and each subsequent period commencing on thelast day of the immediately preceding Peso Interest Period and ending on thenumerically corresponding day in the calendar month that is one monththereafter, provided, however that:

 

### (a)           if any Peso Interest Period would otherwise end on aday that is not a Mexican Business Day, that Peso Interest Period shall beextended to the following Mexican Business Day unless the result of suchextension would be to carry such Peso Interest Period into another calendarmonth, in which event such Peso Interest Period shall end on the next precedingMexican Business Day;

###  

### (b)           any Peso Interest Period that begins on the lastMexican Business Day of a calendar month (or on a day for which there is nonumerically corresponding day in the calendar month in which such Peso InterestPeriod is to end) shall end on the last Mexican Business Day of the calendarmonth in which such Peso Interest Period is to end; and

###  

### (c)           no Peso Interest Period shall extend beyond theMaturity Date.

###  

“PesoLender” a Lender holding a Peso Loan or a Peso Commitment.

 

“PesoLoan” has the meaning specified in Section 2.01(b) (*Peso Loans*).

 

“PesoNotice of Borrowing” means a notice containing the information specified inSection 2.03(a) (*Procedure for Making of Loans*)substantially in the form of Exhibit G-2.

 

“Plan”means any “employee benefit plan” (as such term is defined in Section 3(3) ofERISA) established by the Company or any ERISA Affiliate.

 

“Platform”has the meaning specified in Section 10.09(b) (*Confidentiality*).

 

“PledgedEntities” means Gimsa, Gruma Corp. and Molinera.

 

“PledgedEntity Asset Sale” means any Asset Sale by any Subsidiary in the GimsaDivision, the Gruma Corp. Division or the Molinera Division.

 

“PledgedEntity Casualty Event” means any Casualty Event affecting any Subsidiary inthe Gimsa Division, the Gruma Corp. Division or the Molinera Division.

 

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“Post-DefaultRate” means, (a) in the case of Dollar Loans, a rate per annum equalto (x) the Alternate Base Rate plus the Applicable Margin or (y) LIBORplus the Applicable Margin, as notified to the Administrative Agent by the MajorityDollar Lenders, in each case plus two percent (2%) and (b) in the case ofPeso Loans, a rate per annum equal to the TIIE Rate multiplied by 1.5 plus theApplicable Margin.  Unless and until theMajority Dollar Lenders notify the Administrative Agent otherwise, thePost-Default Rate applicable to Dollar Loans shall be LIBOR plus the ApplicableMargin plus two percent (2%).

 

“PreliminaryAmount” has the meaning set forth in Section 2.05(d) (*Mandatory Prepayments*).

 

“ProRata Share” means, as of any date, with respect to each Lender, a fraction(expressed as a decimal, rounded to the second decimal place) the numerator ofwhich is the Dollar Amount of the Loan of such Lender and the denominator ofwhich is the aggregate Dollar Amount of all Loans.

 

“ProbableBond” means a bond for or in connection with a Proceeding for which theCompany’s or its Subsidiaries’ accountants have required reserves to beprovided in accordance with applicable GAAP.

 

“Proceeding”means a litigation, claim, action or other proceeding before any GovernmentalAuthority.

 

“ProcessAgent” has the meaning specified in Section 10.15(d) (*Consent to Jurisdiction; Waiver of Jury Trial*).

 

“ProhibitedCollateral Sale” means any Disposition of the Collateral.

 

“Property”means any asset, revenue or any other property, whether tangible or intangible,including any right to receive income.

 

“PublicLender” has the meaning specified in Section 10.09(b) (*Confidentiality*).

 

“PublicRegistry of Property and Commerce” means the *RegistroPúblico de la Propiedad y de Comercio* in Monterrey, Mexico.

 

“QualifiedAccountant” means any of PriceWaterhouseCoopers, KPMG, Deloitte ToucheTohmatsu or Ernst and Young; provided that, at any time, the auditor ofthe Company or any of its Subsidiaries shall not be a Qualified Accountant.

 

“Qualified Counterparty” means a financialinstitution (a) based in a country that is a member of the OECD and (b) thathas a credit ratingof A- or higher from S&P or A3 or higher from Moody’s, or, if suchfinancial institution is rated by both S&P and Moody’s, a credit rating ofA- or higher from S&P and A3 or higher from Moody’s.

 

“QuarterlyCompliance Certificate” means a certificate substantially in the form of Exhibit B-1.

 

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“Refinance”means, in respect of any Indebtedness, to issue any Indebtedness in exchangefor or to refinance, replace, defease or refund such Indebtedness in whole orin part.  “Refinanced” and “Refinancing”have the meanings correlative thereto.

 

“Register”has the meaning specified in Section 10.08(c) (*Assignments, Participations, Etc.*).

 

“ReinstatementEvent” means, with respect to the Company, the first to occur of (i) theLeverage Ratio on the last day of each of four (4) consecutive FiscalQuarters being equal to or greater than 2.50:1.00, (ii) the Company’s longterm unsecured credit rating from Fitch or S&P being less than InvestmentGrade or (iii) the Company or any of its Subsidiaries granting in favor ofthe Reporting Indebtedness a Lien on any of its assets or Property, includingthe Collateral, as security therefor and not otherwise granted equally andratably to the Secured Parties.

 

“ReinvestmentCertificate” means, with respect to an Asset Sale, a certificate signed bya Senior Officer of the Company stating that within the relevant ReinvestmentPeriod, up to 50% of the Net Cash Proceeds of such Asset Sale shall be used tomake Restricted Investments.

 

“ReinvestmentPeriod” means

 

### (a)           with respect to any Casualty Event, the period of onehundred eighty (180) days following the date on which the Net Cash Proceeds ofsuch Casualty Event are received by the Company; and

###  

### (b)           with respect to any Asset Sale, the period of twohundred and seventy (270) days following the date on which such Asset Sale wasconsummated.

###  

“ReplacementCollateral” has the meaning specified in Section 8.01(k) (*Expropriation*).

 

“ReportableEvent” means any of the events set forth in Section 4043(c) ofERISA, other than events for which the thirty (30)-day notice period has beenwaived.

 

“ReportingEntity” has meaning specified in Section 6.01(a)(i) (*Financial Statements and Other Information*).

 

“ReportingIndebtedness” means each of (a) the Secured Indebtedness (other thanthe Loans), (b) the Bancomext Loan, (c) the Minor DerivativeCounterparty Loans, and (d) any Indebtedness the proceeds of which areapplied to the Refinancing of the foregoing.

 

“ReportingIndebtedness Documentation” has the meaning specified in Section 4.01(l) (*Delivery of Reporting Indebtedness Documents*).

 

“ReportoContract” means any Contractual Obligation providing for (a) the saleto a third party counterparty by the Company or its Subsidiaries of anegotiable warehouse receipt (*certificado de depósito*)or any similar instrument representing corn or wheat stored in a warehouse and (b) thesubsequent repurchase of such negotiable warehouse receipt (*certificado de depósito*) or similar instrument by theCompany or such Subsidiary from such third party counterparty for the sameprice plus a premium previously agreed to by the parties.

 

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“RequiredAmount” has the meaning set forth in Section 2.05(i) (*Mandatory Prepayments*).

 

“RequiredPayment Period” means, with respect to an Asset Sale or a Casualty Event,the period of (i) five (5) Business Days following the receipt of theNet Cash Proceeds thereof (or, if applicable, following the last day of therelevant Reinvestment Period) if such Net Cash Proceeds are received by theCompany, or (ii) ten (10) Business Days following the receipt of theNet Cash Proceeds thereof (or, if applicable, following the last day of therelevant Reinvestment Period) if such Net Cash Proceeds are received by aSubsidiary of the Company.

 

“RequiredRepayment Date” means, with respect to an Asset Sale or Casualty Event, thelast day of the relevant Required Payment Period.

 

“Requirementof Law” means, as to any Person, any law (statutory or common), treaty, rule orregulation or order, injunction, writ, decree or other determination of anarbitrator or a court or other Governmental Authority, including anyEnvironmental Law, in each case applicable to or binding upon such Person orany of its property or to which the Person or any of its property is subject.

 

“Restore”means, with respect to any Property affected by a Casualty Event, to rebuild,repair, restore or replace such affected Property.

 

“RestrictedInvestments” means:

 

### (a)           Investments consisting of the purchase of the capitalstock of Gimsa; provided that any capital stock of Gimsa purchasedpursuant to this clause (a) shall be considered Collateral and shall bepledged to, and covered by the first priority security interest in favor of,the Collateral Agent, in each case as created pursuant to the SecurityDocuments;

###  

### (b)           subject to and in accordance with Section 7.12(c) (*Fundamental Changes, Limitations on Asset Sales, Asset Exchanges andAcquisitions*), Investments relating to the Company’s Core Business(other than Investments in the Venezuelan Division);

###  

### (c)           Investments by the Company in any Material Subsidiary(other than any Subsidiary that is part of the Venezuelan Division) or by anyMaterial Subsidiary in the Company or in any Material Subsidiary (other thanany Subsidiary that is part of the Venezuelan Division); and

###  

### (d)           Investments consisting of Capital Expenditures inexcess of the Capital Expenditures permitted by Sections 7.14(a) and 7.14(b) (*Limitations on Capital Expenditures*) for such Fiscal Year;provided that the Company complies with Section 7.14(c) (*Limitations on Capital Expenditures*) with respect to suchCapital Expenditures;

###  

provided, however, that notwithstandingany of the foregoing, the Company and its Subsidiaries (other than anySubsidiary that is part of the Venezuelan Division) shall not make any Investmentsin the Venezuelan Division.

 

“RestrictedPayment” means with respect to any Person:

 

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###  

### (a)           any direct or indirect dividend or other distribution(whether in cash, securities or other Property) on account of any shares of anyclass of capital stock of, partnership interest of or other ownership interestof, such Person, now or hereinafter outstanding;

###  

### (b)           any payment, sinking fund or similar deposit,purchase, redemption, retirement, acquisition, cancellation or termination ofany such shares of capital stock, partnership interest or other ownershipinterest in, or of any option, warrant or other right to acquire any suchshares of capital stock, partnership interest or other interest in, of suchPerson; and

###  

### (c)           any payment or prepayment of principal of, premium, ifany, or fees or other charges on or with respect to, and any redemption,purchase, retirement, defeasance, sinking fund or similar payment and any claimfor rescission with respect to, any Indebtedness which is subordinated to theObligations (other than Intercompany Indebtedness), including SubordinatedIndebtedness.

###  

“S&P”means Standard & Poor’s Ratings Service, presently a division of TheMcGraw-Hill Companies, Inc. and its successors.

 

“SaleLease-Back Transaction” means any arrangement pursuant to which a Personsells or transfers, directly or indirectly, any Property used or useful in itsbusiness, and thereafter such Person or an Affiliate of such Person rents orleases such Property or other Property from the purchaser or transferee (ortheir Affiliate) for the same or similar use in its business, or any similartransaction or arrangement.

 

“SAR” means the *Sistema deAhorro para el Retiro* of Mexico.

 

“SecuredIndebtedness” means the Loans, the Derivative Counterparties Loan, and thePerpetual Bonds.

 

“SecuredParties” has the meaning ascribed to such term in the Collateral Agency andIntercreditor Agreement.

 

“SecurityDocuments” means each of the Collateral Agency and Intercreditor Agreement,the Gimsa Trust, the Gruma Corp. Pledge, the Molinera Trust and theIntercompany Trust Agreement.

 

“SeniorOfficer” means, with respect to any Person, the chief executive officer,the president, the general manager or the chief financial officer of suchPerson, or, in each case, any other officer of such Person having substantiallythe same authority and responsibility.

 

“SharedCasualty Events Proceeds” means Net Cash Proceeds of Casualty Events (otherthan Net Cash Proceeds from a Casualty Event received by any Subsidiary that ispart of the Venezuelan Division, to the extent such Subsidiary is prohibited byVenezuelan laws or regulations from transferring or paying such Net CashProceeds out of Venezuela).

 

“SharedPermitted Prepayment Asset Sale Proceeds” means the Net Cash Proceeds ofany Permitted Prepayment Asset Sale.

 

34

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“SharedProceeds” means the (a) the Shared Permitted Prepayment Asset SaleProceeds and (b) Shared Casualty Events Proceeds.

 

“SharedProceeds Trigger” has the meaning specified in Section 2.05(a)(ii) (*Mandatory Prepayments*).

 

“Solvent”means, with respect to any Person on a particular date, that on such date, (a) thepresent fair value of the property of such Person is greater than the totalamount of debts and liabilities, subordinated, contingent or otherwise, of suchPerson, (b) such Person will be able to pay its debts and liabilities,subordinated, contingent or otherwise, as such debts and liabilities becomeabsolute and matured, (c) such Person will not have unreasonably smallcapital with which to conduct the business in which it is engaged as suchbusiness is now conducted and proposed to be conducted after such date, (d) suchPerson is not in a generalized default of its payment obligations (*incumplimiento generalizado en el pago de sus obligaciones*)within the meaning of Section I or II of Article 10 of the Mexican *Ley de Concursos Mercantiles*, and (e) none of theevents enumerated in Sections I through VII of Article 11 of the Mexican *Ley de Concursos Mercantiles* shall be in effect with respectto such Person.  The amount of contingent liabilities at anytime shall be computed as the amount that, in the light of all the facts andcircumstances existing at such time, represents the amount that couldreasonably be expected to become an actual or matured liability.

 

“SpecifiedCourt” has the meaning specified in Section 10.15(a) (*Consent to Jurisdiction; Waiver of Jury Trial*).

 

“SpecifiedCurrency” has the meaning specified in Section 10.17(a) (*Payment in Specified Currency; Judgment Currency*).

 

“SubordinatedIndebtedness” means, with respect to the Company or any of itsSubsidiaries, any Indebtedness of the Company or such Subsidiary, as the casemay be, which is pursuant to its terms expressly subordinated in right ofpayment to any senior Indebtedness.

 

“Subsidiary”of a Person means any corporation, partnership, joint venture, limitedliability company, trust, estate or other entity (a) of which more than50% of the voting stock or other equity interests (in the case of Persons otherthan corporations), is owned or Controlled directly or indirectly by suchPerson, or one or more of the Subsidiaries of such Person, or a combinationthereof, or (b) that is, at the time any determination is made, otherwiseControlled, by such Person or one or more Subsidiaries of such Person.  Unless the context otherwise clearlyrequires, references herein to a “Subsidiary” refer to a direct or indirectSubsidiary of the Company.

 

“SubstituteLender” means (a) a Foreign Financial Institution (including a bankthat is already a Lender hereunder) or (b) a multiple banking institution(*institución de banca múltiple*)that is organized as a *sociedad anónima* under Mexican law and is authorizedto engage in the business of banking by the Ministry of Finance, in each casethat is acceptable to the Administrative Agent, whose consent will not beunreasonably withheld.

 

“SubstituteTIIE Rate” has the meaning specified in Section 3.03(b) (*Inability to Determine Rates*).

 

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“SuspensionDate” means a date occurring prior to the satisfaction in full of theObligations, on which the pledges made pursuant to or under the SecurityDocuments are suspended, and the security interests granted thereby arereleased, in each case pursuant to the Security Documents.

 

“Target”has the meaning specified in Section 7.12(c) (*FundamentalChanges, Limitations on Asset Sales, Asset Exchanges and Acquisitions*).

 

“Taxes”means any and all present or future taxes, duties, levies, assessments,imposts, deductions, withholdings or similar charges, and all liabilities withrespect thereto, including any related interest or penalties, imposed by Mexicoor any political subdivision or taxing authority thereof or therein or by anyjurisdiction from which the Company shall make any payment (or from which anypayment shall be made) hereunder or under any Loan Document.

 

“TemporaryLoan Account” has the meaning specified in Section 2.03(c) (*Procedure for Making of Loans*) with respect to the InitialLenders and the meaning specified in the Minor Derivative Counterparty Loanswith respect to the Minor Derivative Counterparties and the meaning specifiedin the Derivative Counterparties Loan with respect to the DerivativeCounterparties.

 

“TerminatedDerivative Obligations” means the obligations (other than in respect ofinterest) of the Company to the Derivative Counterparties arising out of theConfirmations, the amount of which for each Derivative Counterparty is setforth in the Derivative Counterparties Loan.

 

“TIIERate” means, for each Peso Interest Period, or as of the date ofdetermination, the Equilibrium Interbanking Interest Rate (*Tasa deInterés Interbancaria de Equilibrio*) for a term of 28 days, aspublished in the Official Daily Gazette (*Diario Oficial de laFederación*) by Banco de México on the first day of thecorresponding Peso Interest Period (which rate is available prior to 12:00 p.m.Mexico City time at http://www.banxico.org.mx/indicadores/tiie28.html (or anysuccessor website thereto)), in the understanding that in the event the firstday of such Peso Interest Period is not a Mexican Business Day, then theinterest rate shall be the interest rate published on the immediate precedingMexican Business Day to the date of the beginning of such Peso Interest Period.

 

“TotalIndebtedness” means, on any date, the outstanding principal balance of allIndebtedness of the Company and its Consolidated Subsidiaries (excludingVenezuelan Non-Recourse Indebtedness).

 

“TradeAssets” means (i) trade accounts receivable and inventories for theCompany and its Consolidated Subsidiaries and (ii) other accountsreceivable for Gimsa.

 

“TradeLiabilities” means trade accounts payable for the Company and itsConsolidated Subsidiaries.

 

“Trustee”means Banco Nacional de México S.A., Integrante del Grupo Financiero Banamex,División Fiduciaria as trustee (*fiduciario*)pursuant to the Gimsa Trust, the Molinera Trust and the Intercompany TrustAgreement, respectively.

 

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“UCC”means the Uniform Commercial Code as in effect from time to time in the Stateof New York.

 

“UnfundedPension Liability” means the excess of a Pension Plan’s benefit liabilitiesunder Section 4001(a)(16) of ERISA, over the current value of that PensionPlan’s assets, determined in accordance with the assumptions used for fundingthe Pension Plan pursuant to Section 412 of the Code for the applicableplan year.

 

“UnitedStates” and “US” each means the United States of America.

 

“UnusedCapEx” means, in respect of any Fiscal Year, the Permitted CapitalExpenditures Amount (without giving effect to any carry-over from any prioryear) for such Fiscal Year less all Capital Expenditures made during suchFiscal Year.

 

“USDollars”, “Dollars” and “US$” each means lawful currency ofthe United States.

 

“USDollar Equivalent” means, with respect to any non-US Dollar-denominatedamount on any date, the amount of US Dollars obtained by converting such non-USDollar-denominated amount into US Dollars using the Conversion Rate on suchdate.

 

“USGAAP” means (i) generally accepted accounting principles in the UnitedStates or (ii) the international financial reporting standards set by theInternational Accounting Standards Board or any successor thereto, to theextent that a Person organized under the laws of a jurisdiction of the UnitedStates would be permitted under the applicable Requirements of Law to use suchstandards in financial statements filed in reports with the Securities andExchange Commission.

 

“VenezuelanDivision” means each of the Venezuelan Subsidiaries together with theirrespective direct and indirect Subsidiaries.

 

“VenezuelanEBITDA” means, with respect to the Venezuelan Division, for any period, (a) thesum of (i) consolidated operating income (determined in accordance withMexican GAAP) for such period, (ii) the amount of depreciation andamortization expense deducted during such period in determining suchconsolidated operating income for such period and (iii) any other non-cashexpenses deducted during such period in determining such consolidated operatingincome of the Venezuelan Division for such period *minus* (b) any other non-cash income included in thecalculation of consolidated operating income of the Subsidiaries that are partof the Venezuelan Division for such period.

 

“VenezuelanNon-Recourse Indebtedness” means any Indebtedness incurred by anySubsidiary that is part of the Venezuelan Division that is not directly orindirectly guaranteed or otherwise with recourse to the Company or anySubsidiary of the Company other than any Subsidiary that is part of theVenezuelan Division.

 

“VenezuelanRecourse Indebtedness” means any Indebtedness incurred by any Subsidiarythat is part of the Venezuelan Division that is not Venezuelan Non-RecourseIndebtedness.

 

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“VenezuelanSubsidiaries” means (i) each of Derivados de Maiz Seleccionado, S.A.and Molinos Nacionales, C.A. and (ii) any Subsidiary of the Company thatis organized under the laws of Venezuela after the date of this Agreement, providedthat (x) such new Subsidiary is duly organized under the laws of Venezuelaand (y) the Organizational Documents of such new Subsidiary do not violatethe terms of this Agreement.

 

“WithdrawalLiability” has the meaning given such term under Part I of Subtitle Eof Title IV of ERISA.

 

“WorkingCapital Adjustment” means, with respect to any Fiscal Year, the change inworking capital requirements (which may be positive or negative) of the Companyand its Consolidated Subsidiaries (excluding any Subsidiaries that are part ofthe Venezuelan Division) to be calculated as follows: the amount resulting fromdifference between (a) the amount of Working Capital Indebtednessoutstanding plus Trade Assets *minus* TradeLiabilities, in each case on the last day of such Fiscal Year and (b) theamount of Working Capital Indebtedness outstanding plus Trade Assets *minus* Trade Liabilities, in each case on the last day of theprior Fiscal Year.

 

“WorkingCapital Indebtedness” means (i) Indebtedness (other than VenezuelanNon-Recourse Indebtedness) incurred or held by the Company or any of itsSubsidiaries, that matures no later than three hundred sixty-five (365) daysafter the date of its incurrence and (ii) the Bank of America Facility.

 

1.02.        Other Interpretive Provisions.

 

### (a)           The meanings of defined terms are equally applicableto the singular and plural forms of the defined terms.

###  

### (b)           The words “hereof”, “herein”, “hereunder” and similarwords refer to this Agreement as a whole and not to any particular provision ofthis Agreement; and Section, clause, Schedule and Exhibit references areto this Agreement unless otherwise specified.

###  

### (c)           The terms “including” and “include” are not limitingand mean “including without limitation” and “include without limitation”.

###  

### (d)           In the computation of periods of time from a specifieddate to a later specified date, the word “from” means “from and including”; thewords “to” and “until” each means “to but excluding”, and the word “through”means “to and including”.

###  

### (e)           Any definition of or reference to any agreement,instrument or other document herein shall be construed as referring to suchagreement, instrument or other document as from time to time amended,supplemented or otherwise modified (subject to any restrictions on suchamendments, supplements or modifications set forth herein).

###  

### (f)            Any reference herein to any Person shall be construedto include such Person’s successors and assigns.

 

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###  

### (g)           Any reference herein to “year”, “month” or “day” shallmean a calendar year, month, or day unless otherwise specified.

###  

### (h)           Any obligation to deliver a document to theAdministrative Agent shall include the obligation to deliver a sufficientnumber of copies for each of the Administrative Agent and each Lender, unlessthe relevant document is permitted by this Agreement to be deliveredelectronically, in which case delivery of one electronic copy to theAdministrative Agent shall suffice.

###  

### (i)            The captions and headings of this Agreement are forconvenience of reference only and shall not affect the interpretation of thisAgreement.

###  

### (j)            The amounts of Consolidated EBITDA, ConsolidatedInterest Charges, Total Indebtedness and Excess Cash shall be expressed inMexican Pesos in accordance with Mexican GAAP, consistently applied.

###  

### (k)           The calculation of the US Dollar Equivalent of anyamount shall be the US Dollar Equivalent thereof:

###  

#### (i)            if such amount is being created, incurredor assumed by the Company, as of the date of such creation, incurrence orassumption; and

####  

#### (ii)           if such amount is being paid (includingany mandatory prepayment required by Section 2.05 (*Mandatory Prepayments*) or Disposed of bythe Company, as of the date of such payment or Disposition.

####  

1.03.        Accounting Principles.

 

### (a)           Unless the context otherwise clearly requires, allaccounting terms not expressly defined herein shall be construed, and allfinancial computations required under this Agreement shall be made, inaccordance with Mexican GAAP, consistently applied.

###  

### (b)           References herein to “Fiscal Year” and “Fiscal Quarter”refer to such fiscal periods of the Company.

###  

# ARTICLE II

# THE LOANS

#  

2.01.        The Loans.

 

### (a)           Dollar Loans.  Each InitialDollar Lender severally and not jointly with the other Initial Dollar Lendersagrees, on the terms and subject to the conditions set forth herein, andrelying on the representations and warranties set forth herein, to make asingle term loan in US Dollars (each, a “Dollar Loan”) in a singledisbursement to the Company on the Closing Date in a principal amount not toexceed the Dollar Commitment of such Initial Dollar Lender.

###  

### (b)           Peso Loans.  Each InitialPeso Lender severally and not jointly with the other Initial Peso Lendersagrees, on the terms and subject to the conditions set forth herein, and 

 

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###  

### relying on the representations and warranties set forth herein, to makea single term loan in Mexican Pesos (each, a “Peso Loan”) in a singledisbursement to the Company on the Closing Date in a principal amount not toexceed the Peso Commitment of such Initial Peso Lender.

###  

### (c)           The aggregate Dollar Amount of Loans for each InitialLender on the Closing Date shall not exceed such Initial Lender’s Existing LoanObligations.

###  

### (d)           No amounts prepaid or repaid with respect to any Loanmay be reborrowed.

###  

### (e)           In the event that either (x) the Closing Date or (y) thedisbursement of the Loans in accordance with clauses (a) and (b) abovedoes not occur on or before the date that is ten (10) calendar daysfollowing the date of this Agreement, then this Agreement and the commitmentshereunder shall automatically terminate, and the Existing Loan Obligationsshall continue to be governed by the Existing Loan; provided thatnotwithstanding the foregoing, the agreements contained in Sections 3.01 (*Taxes*), 3.05 (*Funding Losses*),9.08 (*Indemnification*), 10.04 (*Costs and Expenses*), 10.05 (*Indemnificationby the Company*), 10.13 (*Severability*),10.14 (*Governing Law*), 10.15 (*Consent to Jurisdiction; Waiver of Jury Trial*), 10.16 (*Waiver of Immunity*) and 10.17 (*Payment inSpecified Currency; Judgment Currency*) shall survive any terminationpursuant to this Section 2.01(e).

###  

2.02.        Evidence of Indebtedness.

 

### (a)           Each Lender’s Loan shall be evidenced by a Notepayable to the order of such Lender in a principal amount equal to such Lender’sLoan, maturing on the Maturity Date.

###  

### (b)           It is the intent of the Company and the Lenders thateach Note qualifies as a *pagaré* under Mexican law.

###  

### (c)           In the event that any conflict arises between the provisionsof this Agreement and the terms of any Note, the provisions of this Agreementshall prevail.  In addition, the Companyhereby agrees and covenants that it will execute and deliver any and allendorsements to the Notes, or replace (in exchange for) the Notes, and take allfurther action that the Administrative Agent or the Majority Lenders mayreasonably request from time to time in order to ensure that the Notes dulyreflect the terms of this Agreement.

###  

2.03.        Procedure for Making of Loans.

 

### (a)           Disbursement of the Loans shall be madeupon the Company’s irrevocable written notice delivered to the AdministrativeAgent and the Initial Lenders in the form of with respect to Dollar Loans, aDollar Notice of Borrowing (which notice must be received by the AdministrativeAgent and the Initial Lenders prior to 11:00 a.m. (New York City time)three (3) Business Days prior to the Closing Date) and with respect toPeso Loans, a Peso Notice of Borrowing (which notice must be received by theAdministrative Agent and the Initial Lenders prior to 11:00 a.m. (New YorkCity time) two (2) Business Days prior to the Closing Date) specifying (x) theproposed Closing Date, which shall be a Business Day, (y) with respect toa Dollar Notice of Borrowing, instructing each Initial Dollar Lender to applythe proceeds of the Dollar Loans to repay on behalf of the Company the ExistingLoan Obligations with respect to the Initial Dollar Lenders and (z) withrespect to a Peso Notice of Borrowing, instructing the 

 

40

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###  

### Administrative Agent to convert the Peso Loans into US Dollars by usingthe Administrative Agent’s Spot Rate and apply the proceeds of the Peso Loansconverted into US Dollars to repay, on behalf of the Company, the Existing LoanObligations with respect to the Exiting Lenders.

###  

### (b)           The Administrative Agent will promptly notify eachInitial Lender of its receipt of a Dollar Notice of Borrowing or a Peso Noticeof Borrowing and the proposed Closing Date.

###  

### (c)           Each Initial Dollar Lender shall disburse the fullamount of its Loan in accordance with its Commitment not later than 11:00 a.m.(New York City time) on the Closing Date by wire transfer of immediatelyavailable funds to an account established in the name of the Company at suchInitial Dollar Lender (each a “Temporary Loan Account”).

###  

### (d)           Each Initial Peso Lender shall disburse the fullamount of its Loan in accordance with its Commitment not later than 11:00 a.m.(New York City time) on the Closing Date by wire transfer of immediatelyavailable funds to an account established at the Administrative Agent.

###  

### (e)           Upon receipt of the proceeds of (i) each InitialDollar Lender’s Dollar Loan in the Temporary Loan Account at such InitialDollar Lender, and (ii) the receipt of the proceeds of the Peso Loans bythe Administrative Agent, and subject to the satisfaction of the conditionsprecedent set forth in Article IV (x) such Initial Dollar Lendershall, pursuant to the instructions contained herein and in the Dollar Noticeof Borrowing delivered by the Company to the Administrative Agent, apply suchproceeds to repay the Existing Loan Obligations of such Initial Dollar Lenderand (y) the Administrative Agent shall, pursuant to the instructionscontained herein and in the Peso Notice of Borrowing delivered by the Companyto the Administrative Agent, convert the proceeds of the Peso Loans receivedinto US Dollars by using the Administrative Agent’s Spot Rate and apply suchproceeds in US Dollars to repay the Existing Loan Obligations of the ExitingLenders.  The Company hereby irrevocablyinstructs (A) the Initial Dollar Lenders to apply the proceeds of theDollar Loans to the payment of the Existing Loan Obligations as specified aboveand (B) the Administrative Agent to convert the proceeds of the Peso Loansinto US Dollars by using the Administrative Agent’s Spot Rate and apply theproceeds of the Peso Loans converted into US Dollars to the payment of theExisting Loan Obligations as specified above.

###  

2.04.        Voluntary Prepayments.

 

### (a)           Subject to Section 3.05 (*Funding Losses*) and Section 2.10 (*Payments by the Company*), the Company may, at any time orfrom time to time, upon not less than three (3) Business Days’ irrevocablewritten notice to the Administrative Agent, voluntarily prepay the Loans on apro rata basis in accordance with clause (c) below, in whole or in part,in minimum amounts of US$5,000,000 or any multiple of US$1,000,000 in excessthereof in respect of Dollar Loans, and MXP$50,000,000 or any multiple ofMXP$10,000,000 in excess thereof in respect of Peso Loans.  The notice of prepayment shall specify thedate and amount of such prepayment (and, upon the date specified in any suchnotice, the amount to be prepaid shall become due and payable hereunder).  The Administrative Agent will promptly notifyeach Lender of its receipt of any such notice, and of such Lender’s Pro RataShare of such prepayment.

 

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###  

### (b)           Any optional prepayment of any Loans under this Section 2.04shall (i) be accompanied by any accrued and unpaid interest with respectto the principal amount of Loans being repaid through the date of repaymenttogether with additional amounts due, if any (ii) be paid in the currencyof the applicable Loan and (iii) if such prepayment shall be made on a dayother than the last day of the Interest Period applicable to the Loans to beprepaid, be accompanied by any and all amounts payable in connection therewithpursuant to Section 3.05 (*Funding Losses*).

###  

### (c)           The aggregate Dollar Amount of any such prepayment ofthe Loans shall be (i) allocated ratably among all Loans at such timeoutstanding; and (ii) applied to reduce prorata the amountof each of the last six (6) (or, if at the time of such repayment six (6) orless are remaining, all remaining) installments of principal, and thereafter tothe remaining installments of principal in the inverse order of maturity setforth in Section 2.06 (*Repayment of the Loans*).

###  

2.05.        Mandatory Prepayments.

 

### (a)           In each Fiscal Year:

###  

#### (i)            the Company shall, and shall cause eachof its Subsidiaries to prepay 100% of Shared Permitted Prepayment Asset SaleProceeds to Mandatory Prepayment Indebtedness within the applicable RequiredPayment Period until such time that the amount of Shared Proceeds paid toMandatory Prepayment Indebtedness pursuant to this Section 2.05 exceedsUS$50,000,000 (or the US Dollar equivalent thereof) in such Fiscal Year; and

####  

#### (ii)           if, at any time during such Fiscal Year,the amount of Shared Proceeds received in such Fiscal Year by the Company andits Subsidaries and paid to Mandatory Prepayment Indebtedness pursuant to this Section 2.05exceeds US$50,000,000 (or the US Dollar equivalent thereof) (the “SharedProceeds Trigger” for such Fiscal Year), then after the Shared ProceedsTrigger and until the last day of such Fiscal Year, the Company shall, andshall cause each of its Subsidiaries to prepay 100% of Shared PermittedPrepayment Asset Sale Proceeds of any Permitted Prepayment Asset Sales receivedby the Company after such Shared Proceeds Trigger to Other PrepaymentIndebtedness within the applicable Required Payment Period; providedthat, notwithstanding the foregoing, if and for so long as any Default or Eventof Default is continuing hereunder, the Company shall and shall cause each ofits Subsidiaries to prepay 100% of the Net Cash Proceeds of any Pledged EntityAsset Sales to Mandatory Prepayment Indebtedness within the applicable RequiredPayment Period;

####  

### provided that, in the case of clauses (i) and(ii) above, if and for so long as no Default or Event of Default iscontinuing hereunder and the Company has delivered a Reinvestment Certificatewithin the applicable Required Payment Period for such Permitted PrepaymentAsset Sale, up to 50% of the Shared Permitted Prepayment Asset Sale Proceeds(other than the Disposition of any of the Banorte Shares) may be used forInvestments in long-term productive assets used in the Company’s Core Businessduring the Reinvestment Period for such Permitted Prepayment Asset Sale; providedfurther, that any such amount of Shared Permitted Prepayment Asset SaleProceeds used for Investments in long-term productive assets used in theCompany’s Core Business shall not be counted against the thresholds in clauses (i) and(ii) above; providedfurther, that if all or any portion ofsuch Shared Permitted Prepayment Asset Sale Proceeds is not

 

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###  

### ultimately appliedto such Investments within the Reinvestment Period pursuant to the preceding proviso,any remaining portion of such Shared Permitted Prepayment Asset Sale Proceedsshall be applied to prepay Mandatory Prepayment Indebtedness or OtherPrepayment Indebtedness, as applicable pursuant to the thresholds in clauses (i) and(ii) above, on the Required Repayment Date.  Notwithstanding anything herein to thecontrary, 100% of the Net Cash Proceeds of any Disposition of any of theBanorte Shares shall be applied to the prepayment of Mandatory PrepaymentIndebtedness or Other Prepayment Indebtedness, as applicable pursuant to thethresholds in clauses (i) and (ii) above, within the applicableRequired Payment Period, and none of the Net Cash Proceeds thereof may be usedfor Investments in long-term productive assets in the Company’s Core Businessor any purpose other than prepayment of Mandatory Prepayment Indebtedness orOther Prepayment Indebtedness, as applicable.

###  

### (b)           The Company shall, and shall cause each of itsSubsidiaries to, apply 100% of the Net Cash Proceeds of any Prohibited CollateralSale to the prepayment of Mandatory Prepayment Indebtedness within theapplicable Required Payment Period; provided that, for the avoidance ofdoubt, nothing in this clause (b) shall be construed to permit the Companyto Dispose of any of the Collateral.

###  

### (c)           In each Fiscal Year:

###  

#### (i)            the Company shall, and shall cause eachof its Subsidiaries to prepay 100% of Shared Casualty Event Proceeds toMandatory Prepayment Indebtedness within the applicable Required Payment Perioduntil such time that the amount of Shared Proceeds received by the Company andits Subsidiaries exceeds US$50,000,000 (or the US Dollar equivalent thereof) insuch Fiscal Year; and

####  

#### (ii)           if, at any time during such Fiscal Year,a Shared Proceeds Trigger occurs, then after such Shared Proceeds Trigger anduntil the last day of such Fiscal Year, the Company shall, and shall cause eachof its Subsidiaries to, prepay 100% of such Shared Casualty Event Proceedsreceived by the Company after such Shared Proceeds Trigger to Other Prepayment Indebtednesswithin the applicable Required Payment Period; provided that,notwithstanding the foregoing, if and for so long as any Default or Event ofDefault is continuing hereunder, the Company shall and shall cause each of itsSubsidiaries to prepay 100% of the Net Cash Proceeds of any Pledged EntityCasualty Event to Mandatory Prepayment Indebtedness within the applicableRequired Payment Period;

####  

#### provided that, if and for so long as no Defaultor Event of Default is continuing hereunder, and (i) the Shared CasualtyEvents Proceeds of any Casualty Event do not exceed (A) US$10,000,000 (orthe US Dollar Equivalent thereof) without the written consent of the MajorityLenders (such consent not to be subject to a fee or to be unreasonablywithheld) or (B) US$55,000,000 (or the US Dollar Equivalent thereof) inany event and (ii) the Company has (A) filed a claim in respect ofsuch Casualty Event within five (5) Business Days thereof and (B) delivereda Casualty Certificate within ten (10) Business Days following the filingof such claim, all (but no more than US$10,000,000 (or the US Dollar Equivalentthereof) without the written consent of the Majority Lenders or US$55,000,000(or the US Dollar Equivalent thereof) in any event) of such Shared CasualtyEvents Proceeds from such Casualty Event may be used to

 

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####  

#### Restore any suchaffected Properties during the Reinvestment Period; providedfurther,that any such amount of Shared Casualty Events Proceeds from such CasualtyEvent used to Restore any such affected Properties shall not be counted againstthe thresholds in clauses (i) and (ii) above; providedfurther,that if all or any portion of such Shared Casualty Events Proceeds from suchCasualty Event is not ultimately applied to Restore any affected Propertieswithin the Reinvestment Period pursuant to the preceding proviso, any remainingportion of such Shared Casualty Events Proceeds from such Casualty Event shallbe applied to prepay Mandatory Prepayment Indebtedness or Other PrepaymentIndebtedness, as applicable pursuant to the thresholds in clauses (i) and (ii) above,on the Required Repayment Date.

####  

### (d)           Following an Excess Cash Year, depending on theLeverage Ratio determined as of the last day of such Excess Cash Year, theCompany shall apply the following percentage of Excess Cash for such ExcessCash Year to the prepayment of Mandatory Prepayment Indebtedness:

 
| **Leverage  Ratio**           | ** ** | **Percentage of Excess Cash** | ** ** |
|-------------------------------|------------|-------------------------------|------------|
| Equal  or Higher than 3.5:1.0 |       | 75                            | %          |
|                          |       |                          |       |
| Lower  than 3.5:1.0           |       | 0                             | %          |

 

Suchprepayment shall be made no later than one hundred and twenty (120) daysfollowing the end of each Fiscal Year; provided that if such prepaymentis made prior to the date on which the financial statements described in Section 6.01(a) (*Financial Statements and Other Information*)for such Excess Cash Year are required to be delivered, and the amount of suchprepayment (the “Preliminary Amount”) is less than the amount determinedto be due based upon the financial statements delivered by the Company pursuantto Section 6.01(a) (*Financial Statements and Other Information*)(the “Actual Amount”), the Company shall pay the difference between thePreliminary Amount and the Actual Amount within five (5) Business Daysfollowing the date on which the certificate delivered pursuant to Section 6.01(c)(ii)(*Financial Statements and Other Information*)is required to be delivered.

 

### (e)           The Company shall apply the Applicable EquityPercentage of the Net Cash Proceeds of any Equity Issuance to prepayment of MandatoryPrepayment Indebtedness within five (5) Business Days following thereceipt thereof.

###  

### (f)            If the Company declares a dividend in respect of itscommon stock pursuant to Section 7.04(e) (*Restricted Payments*), the Company shall,within two (2) Business Days prior to the first payment thereof to theholders of such common stock, prepay to Mandatory Prepayment Indebtedness anamount equal to 150% of the amount of the dividend declared.

###  

### (g)           The Company shall, and shall cause each of itsSubsidiaries to, apply 100% of the Net Cash Proceeds of the issuance of anyIndebtedness of the Company or any of its Subsidiaries (other than the issuanceof Indebtedness permitted by Section 7.16 (*Limitationson Incurrence of Additional Indebtedness*)) to prepayment of OtherPrepayment Indebtedness within five (5) Business Days following thereceipt thereof.

 

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###  

### (h)                                 If the Company incurs any PermittedRefinancing Indebtedness with respect to any Other Prepayment Indebtedness(including any partial Refinancings thereof), and such Permitted RefinancingIndebtedness consists of:

###  

#### (i)                                     Permitted Refinancing Indebtedness raisedin the debt capital markets, the Company shall apply 100% of the Net CashProceeds of such Permitted Refinancing Indebtedness to the prepayment of OtherPrepayment Indebtedness within five (5) Business Days following thereceipt thereof; or

####  

#### (ii)                                  any other Permitted RefinancingIndebtedness, the Company shall apply 100% of the Net Cash Proceeds of suchPermitted Refinancing Indebtedness to the prepayment of Mandatory PrepaymentIndebtedness within five (5) Business Days following the receipt thereof.

####  

### (i)                                     If the Company or any of its Subsidiariesdirectly or indirectly make any Optional Other Prepayment (other than the useof the proceeds of Permitted Refinancing Indebtedness to prepay the DerivativeCounterparties Loan (and in the circumstances described in clause (h)(i) above,the Minor Derivative Counterparty Loans) or the Bancomext Loan, providedthat, if applicable, any mandatory prepayment is made in respect of theincurrence of such Permitted Refinancing Indebtedness pursuant to clause (h) above),the Company shall prepay within five (5) Business Days following the datethereof, an amount equal to the Required Amount (as defined below) to MandatoryPrepayment Indebtedness (or, in the case of an Optional Other Prepayment to theDerivative Counterparties Loan, to the Loans). For purposes of this clause (i), the “Required Amount”shall be an amount equal to (i) the amount of Mandatory PrepaymentIndebtedness (or, in the case of an Optional Other Prepayment to the DerivativeCounterparties Loan, the Loans), multiplied by (ii) a fraction, thenumerator of which is equal to the amount of the Optional Other Prepayment, andthe denominator of which is equal to the aggregate principal amount of theReporting Indebtedness in respect of which the Optional Other Prepayment isbeing made, as determined immediately prior to the making of the Optional OtherPrepayment.

###  

### (j)                                     Any mandatory prepayment of MandatoryPrepayment Indebtedness shall be made on a pro rata basis according to the MPPPro Rata Amounts for such Mandatory Prepayment Indebtedness, asapplicable.  Any mandatory prepayment ofOther Prepayment Indebtedness shall be made on a pro rata basis according tothe Other Prepayment Pro Rata Amounts for such Other Prepayment Indebtedness.

###  

### (k)                                  Any mandatory prepayment of the Loansshall be paid in US Dollars and applied pursuant to Section 2.10(b) hereof(x) to all Loans on a prorata basis according to eachLender’s Pro Rata Share and (y) to reduce prorata theamount of each of the last six (6) (or, if at the time of such repaymentsix (6) or less are remaining, all remaining) installments of principalset forth in Section 2.06 (*Repayment of the Loans*)and thereafter to the remaining installments of principal on a pro rata basis.

 

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2.06.                        Repayment of the Loans.

 

TheCompany shall repay the principal amount of the Peso Loans in accordance withSchedule 2.06 (*Repayment of Peso Loans*), and theDollar Loans on the following dates in accordance with the followingamortization schedule:

 

| **Repayment Date**     | ** ** | **Dollar Amount** | ** ** |
|------------------------|------------|-------------------|------------|
| January 21,  2010 |       | US$               | 5,910,000  |   |
| April 21,  2010   |       | US$               | 5,910,000  |   |
| July 21,  2010    |       | US$               | 5,910,000  |   |
| October 21,  2010 |       | US$               | 5,910,000  |   |
| January 21,  2011 |       | US$               | 5,910,000  |   |
| April 21,  2011   |       | US$               | 5,910,000  |   |
| July 21,  2011    |       | US$               | 5,910,000  |   |
| October 21,  2011 |       | US$               | 5,910,000  |   |
| January 21,  2012 |       | US$               | 5,910,000  |   |
| April 21,  2012   |       | US$               | 5,910,000  |   |
| July 21,  2012    |       | US$               | 5,910,000  |   |
| October 21,  2012 |       | US$               | 5,910,000  |   |
| January 21, 2013  |       | US$               | 5,910,000  |   |
| April 21,  2013   |       | US$               | 5,910,000  |   |
| July 21,  2013    |       | US$               | 5,910,000  |   |
| October 21,  2013 |       | US$               | 5,910,000  |   |
| January 21, 2014  |       | US$               | 5,910,000  |   |
| April 21,  2014   |       | US$               | 5,910,000  |   |

 

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| **Repayment Date**     | ** ** | **Dollar Amount** | ** ** |
|------------------------|------------|-------------------|------------|
| July 21,  2014    |       | US$               | 5,910,000  |   |
| October 21,  2014 |       | US$               | 5,910,000  |   |

 

; provided that the final installmentpayable by the Company on the Maturity Date shall be in an amount, if suchamount is different from that specified above, sufficient to repay theaggregate principal amount of all Loans outstanding on the Maturity Date.

 

2.07.                        Interest.

 

### (a)                                  Subject to the provisions of clause (c) below,the Loans shallbear interest on the outstanding principal amount thereof for each InterestPeriod as follows:

###  

#### (i)                                     in the case of all Dollar Loans, at arate per annum equal to LIBOR plus the Applicable Margin; and

####  

#### (ii)                                  in the case of all Peso Loans, at a rateper annum equal to the TIIE Rate plus the Applicable Margin.

####  

### (b)                                 Interest on each Loan shall be paid inarrears on each Interest Payment Date. Interest shall also be paid on the date of any prepayment of Loans underSection 2.04(*Voluntary Prepayments*) and Section 2.05(*Mandatory Prepayments*) withrespect to the portion of the Loans so prepaid, and upon payment (includingprepayment) in full of the Loans.  Duringthe existence of any Event of Default, interest shall be payable on demand.

###  

### (c)                                  Upon the occurrence and during thecontinuation of an Event of Default, any amounts outstanding under the Loans(including any overdue principal and, to the extent permitted by applicablelaw, overdue interest or other amount payable hereunder) shall bear interestpayable on demand, for each day from the date payment thereof was due to thedate of actual payment, at a rate per annum equal to the Post-Default Rate.

###  

2.08.                        Fees.  On theClosing Date, the Company shall pay to the Administrative Agent for the accountof each Initial Lender an up-front fee, free and clear of any and allwithholding or equivalent taxes, of 1.75% of such Lender’s Commitment in the currencyof such Lender’s Commitment.

 

2.09.                        Computation of Interest and Fees.

 

### (a)                                  Computation of the Alternate Base Rate,when the Alternate Base Rate is determined based on the Administrative Agent’sprime rate, shall be calculated on the basis of a year of three hundredsixty-five (365) or three hundred sixty-six (366) days, as the case may be, andthe actual number of days elapsed (including the first day but excluding thelast day).  All other computations of interestand fees which are computed on a per annum basis shall be 

 

47

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###  

### calculated on the basis of a year of three hundred sixty (360) days andthe actual number of days elapsed (including the first day but excluding thelast day).

###  

### (b)                                 Each determination of LIBOR, the TIIERate and the Alternate Base Rate by the Administrative Agent shall beconclusive and binding on the Company and the Lenders in the absence ofmanifest error.

###  

2.10.                        Payments by the Company.

 

### (a)                                  Subject to Section 3.01(*Taxes*), all payments to be madeby the Company shall be made without condition or deduction for any set-off,counterclaim or other defense.  Except asotherwise expressly provided herein, all payments by the Company shall be madeto the Administrative Agent for the account of the Lenders to theAdministrative Accounts maintained at the Adminstrative Agent’s Payment Office,as applicable, and shall be made in the currency of the applicable Loan inimmediately available funds, no later than 11:00 A.M. (New York City time)on the date specified herein.  TheAdministrative Agent will promptly distribute to each Lender its Pro Rata Share(or other applicable share as expressly provided herein) of such payment inlike funds as received by wire from the Company to such Lender’s LendingOffice.  Any payment received by theAdministrative Agent later than 11:00 A.M. (New York City time) may bedeemed, at the election of the Administrative Agent to have been received onthe following Business Day or Mexican Business Day, as applicable, and anyapplicable interest or fee shall continue to accrue.

###  

### (b)                                 If the Administrative Agent receives anyprepayment from the Company in accordance with Section 2.04 (*Voluntary Prepayments*) or Section 2.05 (*Mandatory Prepayments*) on any date (subject to clause (a) above),the Administrative Agent shall (i) if such prepayment is in US Dollars,convert the Peso Lenders’ Pro Rata Share of such prepayment to Mexican Pesos atthe Administrative Agent’s Spot Rate for such date to make the Peso Loan prepayments,and (ii) if such prepayment is in Mexican Pesos, convert the DollarLenders’ Pro Rata Share of such prepayment to US Dollars at the AdministrativeAgent’s Spot Rate for such date to make the Dollar Loan prepayments.

###  

### (c)                                  The Company hereby directs theAdministrative Agent to establish and maintain for and on behalf of the Lendersthe following “Administrative Accounts” at the Administrative Agent’sPayment Office:

###  

#### (i)                                     the “Gruma — Dollar Loan Payment AC”; and

####  

#### (ii)                                  the “Gruma — Peso Loan Payment AC”.

####  

### TheAdministrative Accounts shall be maintained by the Administrative Agent for thebenefit of the Lenders.  None of theAdministrative Agent, the Company nor any other Person claiming on behalf of orthrough the Company or the Administrative Agent shall have any right orauthority, whether express or implied, to close or make use of, or, except asexpressly provided herein, withdraw any funds from the AdministrativeAccounts.  The Administrative Agent shalldisburse funds deposited in the Administrative Accounts in accordance with thisAgreement.  Funds retained in theAdministrative Accounts shall remain uninvested.  The Administrative Agent shall reconcile theAdministrative Accounts on a daily basis. Unless

 

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###  

### otherwise agreedto by the Lenders, no checks shall be written from the Administrative Accounts.

###  

### (d)                                 Subject to the provisions set forth inthe definitions of “Dollar Interest Period” and “Peso Interest Period” herein,whenever any payment is due on a day other than a Business Day, such paymentshall be made on the following Business Day, and such extension of time shallin such case be included in the computation of interest.

###  

### (e)                                  Unless the Administrative Agent receivesnotice from the Company prior to the date on which any payment is due to theLenders that the Company will not make such payment in full as and whenrequired, the Administrative Agent may assume that the Company has made suchpayment in full to the Administrative Agent on such date in immediatelyavailable funds and the Administrative Agent may (but shall not be sorequired), in reliance upon such assumption, distribute to each Lender on suchdue date an amount equal to the amount then due such Lender.  If and to the extent the Company has not madesuch payment in full to the Administrative Agent, each Lender shall forthwithon demand repay to the Administrative Agent the amount distributed to suchLender to the extent not paid by the Company, together with interest thereoncalculated on the Dollar Amount of such amount at the Federal Funds Rate foreach day from the date such amount is distributed to such Lender until the daterecovered by the Administrative Agent; provided that if any amountremains unpaid by any Lender for more than five (5) Business Days, suchLender shall pay interest on the Dollar Amount thereof to the AdministrativeAgent at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin then ineffect plus two percent (2%).

###  

2.11.                        Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shallobtain on account of the Loans made by it any payment (whether voluntary,involuntary, through the exercise of any right of set-off, or otherwise) inexcess of its Pro Rata Share of such payment (or other share contemplatedhereunder), such Lender shall immediately (a) notify the AdministrativeAgent of such fact, and (b) purchase (for cash at face value)Participations in the Loans of the other Lenders to the extent necessary tocause such purchasing Lender to share the benefit of all such excess paymentspro rata with each of them; provided, however, that (A) if any suchParticipations are purchased and all or any portion of such excess payment isthereafter recovered from the purchasing Lender, such Participations shall, tothat extent, be rescinded and each other Lender shall repay to the purchasingLender the purchase price paid therefor, together with an amount equal to suchpaying Lender’s ratable share (according to the proportion of (i) theamount of such paying Lender’s required repayment to (ii) the total amountso recovered from the purchasing Lender) of any interest or other amount paidor payable by the purchasing Lender in respect of the total amount so recovered,and (B) the provisions of this clause (b) shall not be construed toapply to any payment made by the Company pursuant to and in accordance with theexpress terms of this Agreement or any payment obtained by a Lender asconsideration for the assignment of or sale of a participation in any of itsLoans to any Assignee or Participant, other than to the Company or anySubsidiary thereof (as to which the provisions of this clause (b) shallapply).  The Company agrees that anyLender so purchasing an interest from another Lender may, to the fullest extentpermitted by law, exercise all its rights of payment (including the right ofset-off) with respect to such participation as fully as if such Lender were thedirect creditor of the Company in the amount of such participation.  The Administrative Agent will keep records(which shall be conclusive and 

 

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binding in the absence of manifest error) of interestspurchased under clause (b) above and will in each case notify the Lendersand the Company following any such purchases or repayments.  Each Lender that purchases an interest in theLoans pursuant to clause (b) above shall from and after such purchase havethe right to give all notices, requests, demands, directions and othercommunications under this Agreement with respect to the portion of theObligations purchased to the same extent as though the purchasing Lender werethe original owner of the Obligations purchased.

 

2.12.                        Promise to Pay. The Company agrees to pay the principal amount of the Loans ininstallments on the dates and in the amounts set forth in Section 2.06 (*Repayment of the Loans*) with a final installment on theMaturity Date, and further agrees to pay all unpaid interest accrued thereon,in accordance with the terms of this Agreement and the Notes.

 

2.13.                        Currency of Account.

 

### (a)                                  Subject to paragraphs (b) through (e) below,US Dollars are the currency of account and payment for any sum due from partiesunder any Loan Document.

###  

### (b)                                 A repayment of an Obligation or part ofan Obligation shall be made in the currency in which that Obligation isdenominated on its due date.

###  

### (c)                                  Each payment of interest shall be made inthe currency in which the sum in respect of which the interest is payable wasdenominated when that interest accrued.

###  

### (d)                                 Each payment in respect of costs,expenses, or Taxes shall be made in the currency in which the costs, expensesor Taxes are incurred.

###  

### (e)                                  Any amount expressed to be payable in acurrency other than US Dollars shall be paid in that other currency.

###  

# ARTICLE IIITAXES, YIELD PROTECTION AND ILLEGALITY

#  

3.01.                        Taxes.

 

### (a)                                  Any and all payments by the Company to orfor the account of any Lender or the Administrative Agent pursuant to thisAgreement and any other Loan Document shall be made free and clear of, andwithout deduction or withholding for, any Indemnified Taxes or Other Taxesexcept to the extent such deduction or withholding is required by applicablelaw.

###  

### (b)                                 In addition, the Company shall pay allOther Taxes to the relevant Governmental Authority in accordance withapplicable law.

###  

### (c)                                  If the Company shall be required by lawto deduct or withhold any Indemnified Taxes or Other Taxes from or in respectof any sum payable hereunder or under any other Loan Document to any Lender orthe Administrative Agent, then:

 

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#### (i)                                     the sum payable shall be increased asnecessary so that, after making all required deductions and withholdings(including deductions and withholdings applicable to additional sums payableunder this Section 3.01), such Lender or theAdministrative Agent, as the case may be, receives and retains an amount equalto the sum it would have received and retained had no such deductions orwithholdings been made;

####  

#### (ii)                                  the Company shall make such deductionsand withholdings;

####  

#### (iii)                               the Company shall pay the full amount deducted orwithheld to the relevant Governmental Authority in accordance with applicablelaw; and

####  

#### (iv)                              in the event of an increase, after thedate of this Agreement, in the Mexican withholding tax rate to a rate in excessof the rate applicable to each Lender party hereto on the date hereof, theCompany shall also pay to each Lender or the Administrative Agent for theaccount of such Lender, at the time interest is paid, all additional amountsthat such Lender specifies as necessary to preserve the after-tax yield suchLender would have received if such Indemnified Taxes or Other Taxes had notbeen imposed;

####  

provided, however, that the Company shallnot be required, except during an Event of Default (including with respect topayments used to cure an Event of Default), to increase any such amountspayable to any Lender or the Administrative Agent with respect to withholdingtax in excess of the rate applicable to a Lender that is a Foreign FinancialInstitution.

 

### (d)                                 Subject to the proviso contained in thelast paragraph of Section 3.01(c) above, the Company agrees toindemnify and hold harmless each Lender and the Administrative Agent for thefull amount of (i) Indemnified Taxes and (ii) Other Taxes (includingdeductions and withholdings applicable to additional sums payable under this Section 3.01)in the amount that such Lender or the Administrative Agent specifies asnecessary to preserve the after-tax yield such Lender or the AdministrativeAgent would have received if such Indemnified Taxes or Other Taxes had not beenimposed, and any liability (including penalties, interest, additions to tax andexpenses) arising therefrom or with respect thereto, whether or not suchIndemnified Taxes or Other Taxes were correctly or legally asserted.

###  

### (e)                                  Within thirty (30) days after the date ofany payment by the Company of Indemnified Taxes or Other Taxes, the Companyshall furnish to the Administrative Agent (which shall forward the same to eachLender) the original or a certified copy of a receipt evidencing paymentthereof or other evidence satisfactory to the applicable Lender in respect ofwhom such Indemnified Taxes or Other Taxes have been paid.

###  

### (f)                                    Each Lender shall, at or before the timeit becomes a Lender hereunder and otherwise, if reasonably requested by theCompany or the Administrative Agent (as the case may be), promptly furnish tothe Company or the Administrative Agent (as the case may be), such forms,documents or other information as may be required by the Mexican tax lawapplicable at such time and which such Lender is eligible to provide underapplicable law, in order to allow the Company to make the corresponding grossup payments to such Lender and to establish any available exemption from, orreduction in the amount of, applicable tax rates that the company may berequired to withhold in accordance with Mexican tax law; provided, however,that 

 

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###  

### compliance with requirements under this clause (f) shall notrequire registration of a Lender as a Foreign Financial Institution or requirea Lender to disclose information regarding the Lender’s tax affairs orcomputations or owners that such Lender in good faith considers to beconfidential or otherwise disadvantageous to disclose (including, in the caseof a Lender that is a tax transparent entity, any documentation from itsowners) or would expose such Lender to any unindemnified cost, risk or expense,or to provide any documents, forms, or other evidence that it is not legallyentitled to provide. The Lenders agree that, for the avoidance of doubt, theprovision of documents or other information relating solely to identity,nationality, residence or other similar information regarding a Lender (but notits owners) would not, absent extraordinary circumstances, be confidential orotherwise disadvantageous to the Lenders.

###  

### (g)                                 Should any Lender become subject to Taxesand not be entitled to indemnification under Section 3.01(c) orSection 3.01(d) withrespect to Taxes imposed by the relevant Governmental Authority, the Companyshall take such steps as the Lender shall reasonably request at the expense ofthe Lender to assist the Lender to recover such Taxes.

###  

3.02.                        Illegality.

 

### (a)                                  If any Lender determines that anyRequirement of Law has made it unlawful, or that any Governmental Authority hasasserted that it is unlawful, for any Lender or its applicable Lending Officeto make or maintain its Loan contemplated by this Agreement (and, in thereasonable opinion of such Lender, the designation of a different applicableLending Office would either not avoid such unlawfulness or would bedisadvantageous to such Lender), then, on notice thereof by such Lender to theCompany through the Administrative Agent, such Lender, together with all otherLenders giving notice, shall be an “Affected Lender” and by writtennotice to the Company and to the Administrative Agent:

###  

#### (i)                                     any obligation of such Affected Lender tomake or continue Loans of that type shall be suspended until the circumstancesgiving rise to such determination no longer exist; and

####  

#### (ii)                                  subject to Section 3.09(*Substitution of Lender*), suchLender’s Loan shall be prepaid by the Company, together with accrued and unpaidinterest thereon and all other amounts payable to such Lender by the Companyunder the Loan Documents, on or before such date as shall be mandated by suchRequirement of Law (such prepayment not being shared with any Lenders not soaffected).

####  

### (b)                                 If any Dollar Lender determines that anyRequirement of Law has made it unlawful, or that any Governmental Authority hasasserted that it is unlawful or restricts the authority of such Dollar Lenderto purchase or sell, or to take deposits of, US Dollars in the London interbankmarket, or to determine or charge interest rates based upon LIBOR (and, in thereasonable opinion of such Dollar Lender, the designation of a differentapplicable Lending Office would either not avoid such unlawfulness or would bedisadvantageous to such Dollar Lender), then, on notice thereof by such DollarLender to the Company through the Administrative Agent, such Dollar Lender,together with all other Dollar Lenders giving notice, shall also be an AffectedLender and by written notice to the Company and to the Administrative Agent:

 

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####  

#### (i)                                     the obligation of such Dollar Lender tomake or continue Loans bearing interest rates based on LIBOR shall be suspendeduntil the circumstances giving rise to such determination no longer exist; and

####  

#### (ii)                                  subject to Section 3.09(*Substitution of Lender*), theDollar Loan of such Affected Lender shall bear interest at the Alternate BaseRate plus theApplicable Margin then in effect until the circumstances giving rise to suchdetermination no longer exist.

####  

### (c)                                  If any Peso Lender determines that anyRequirement of Law has made it unlawful, or that any Governmental Authority hasasserted that it is unlawful or restricts the authority of such Peso Lender topurchase or sell, or to take deposits of, Mexican Pesos in the Mexicaninterbank market, or to determine or charge interest rates based upon the TIIERate (and, in the reasonable opinion of such Peso Lender, the designation of a differentapplicable Lending Office would either not avoid such unlawfulness or would bedisadvantageous to such Peso Lender), then, on notice thereof by such PesoLender to the Company through the Administrative Agent, such Peso Lender,together with all other Peso Lenders giving notice, shall also be an AffectedLender and by written notice to the Company and to the Administrative Agent:

###  

#### (i)                                     the obligation of such Peso Lender tomake or continue Loans bearing interest rates based on the TIIE Rate shall be suspendeduntil the circumstances giving rise to such determination no longer exist; and

####  

#### (ii)                                  subject to Section 3.09(*Substitution of Lender*), thePeso Loan of such Affected Lender shall bear interest at the ratedetermined in accordance with Section 3.03(b) (*Inability toDetermine Rates*) plus the Applicable Margin then in effect until the circumstancesgiving rise to such determination no longer exist.

####  

### (d)                                 For purposes of this Section 3.02,a notice to the Company by any Lender shall be effective as to each identifiedLoan, if lawful, on the last day of the Interest Period currently applicable tosuch Loan; in all other cases such notice shall be effective on the date ofreceipt by the Company.

###  

3.03.                        Inability to Determine Rates.

 

### (a)                                  If the Administrative Agent determines(which determination will be conclusive absent manifest error) that (a) USDollar deposits are not being offered to banks in the London interbank marketfor the applicable amount and Interest Period of the Dollar Loans, (b) adequateand reasonable means do not exist for determining LIBOR applicable to suchInterest Period, or (c) LIBOR for the Loans does not adequately and fairlyreflect the cost to the Majority Dollar Lenders of making or maintaining theDollar Loans, the Administrative Agent will promptly notify the Company andeach Dollar Lender.  Thereafter, untilthe Administrative Agent revokes such notice, the Dollar Loans shall bearinterest at the Alternate Base Rate plus the Applicable Margin then in effect.

###  

### (b)                                 If the Administrative Agent determines(which determination will be conclusive absent manifest error) that the TIIERate (x) is not published, (y) is not determinable for any reasonwhatsoever or (z) ceases to exist, the TIIE Rate shall be the ratepublished by *Banco de*

 

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###  

### *México*as a substitute rate for the TIIE Rate(the “Substitute TIIE Rate”); provided that when the inability todetermine the applicable TIIE Rate is temporary, the Substitute TIIE Rate shallonly apply to the period or periods in which such TIIE Rate may not bedetermined.  If no rate is published by *Banco de México* as a substitute rate forthe TIIE Rate, then the Substitute TIIE Rate shall be the rate equivalentto:  the sum of the rate of the *Certificados de la Tesorería de la Federación* fortwenty-eight (28) days, published the following day (or, if not published onsuch following day, most recently published) by *Banco deMéxico* in its official website athttp://www.banxico.org.mx/indicadores/cetes28.html (or any successor websitethereto) (the “CETE Rate”)plus one percent (1.0%) (such interest to be payable on the last day of eachsuch Interest Period and otherwise on the date(s) on which such interestwould have been payable had this Section 3.03(b) not been operative).

###  

#### (i)                                     If no rate is published by *Banco de México* as a substitute rate forthe CETE Rate, then the Substitute TIIE Rate shall be the rate equivalent to:the sum of the rate of the *Costo de Captación a Plazode Pasivos denominados en Moneda Nacional* for thirty (30) days,published the following day (or, if not published on such following day, mostrecently published) by *Banco de México*in its official website prior to 12:00 p.m. Mexico City time athttp://www.banxico.org.mx/sistemafinanciero/estadisticas/MercadoDineroValores/tasasInteres.html(or any successor website thereto)(the “CCP Rate”) plus two and three-quarters percent (2.75%) (suchinterest to be payable on the last day of each such Interest Period andotherwise on the date(s) on which such interest would have been payablehad this Section 3.03(b)(i) not been operative).

####  

#### (ii)                                  In the event that *Banco de México* does not publish asubstitute rate for the TIIE Rate, the CETE Rate or the CCP Rate, theAdministrative Agent shall negotiate in good faith with the Company to agree inwriting to the applicable Substitute TIIE Rate; provided that:  (A) from the date in which the TIIERate, the CETE Rate or the CCP Rate, as the case may be, ceases to be publisheduntil the date in which the relevant substitute rate is published, the TIIERate is re-published or the parties agree on the applicable substitute interestrate, the Substitute TIIE Rate shall be the interest rate applicable to thenext preceding Interest Period; (B) if the TIIE Rate ceases to bepublished for a period exceeding thirty (30) days, and in such period *Banco de México* does not publish asubstitute interest rate, the CETE Rate or the CCP Rate, and the Company andthe Administrative Agent have not reached an agreement as to the applicablesubstitute interest rate, then the applicable interest rate shall be the marketrate determined by the Administrative Agent that has a financial cost similarto the cost of the TIIE Rate and which shall be promptly notified by the AdministrativeAgent to the Company; and (C) any interest rate determined pursuant to (A) and(B) above, shall cease to apply when *Banco de México*publishes again the TIIE Rate, its substitute rate, the CETE Rate or the CCPRate.  Notwithstanding the foregoing, anyPeso Loan that was made prior to the date on which *Banco de México* ceased to publish the TIIE Rate, shallcontinue to bear interest until the last day of its then-current InterestPeriod at the rate of interest applicable to such Loan at the time when it wasmade, and after maturity shall bear interest as provided in Section 2.07(c) (*Interest*), as modified by this Section 3.03(b).

####  

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3.04.                        Increased Costs and Reduction of Return.

 

### (a)           Ifany Lender reasonably determines that, due to either (i) the introductionof, or any change in, or any change in the interpretation or application of,any Requirement of Law or (ii) the compliance by such Lender with anyguideline, directive or request from any central bank or other GovernmentalAuthority (whether or not having the force of law), there shall be any increasein the cost to such Lender of agreeing to make or making, funding or maintainingits Loan to the Company or to reduce any amount receivable hereunder (in eithercase other than payment on account of any Taxes referred to in Section 3.01(*Taxes*) or any Excluded Taxes),then the Company shall be liable for, and shall from time to time, upon demand(with a copy of such demand to be sent to the Administrative Agent), promptlypay to the Administrative Agent for the account of such Lender, additionalamounts as are sufficient to compensate such Lender for such increased costs orreduced amount receivable.

###  

### (b)           Ifany Lender reasonably determines that (i) the introduction of any CapitalAdequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) anychange in the interpretation or administration of any Capital Adequacy Regulationby any central bank or other Governmental Authority charged with theinterpretation or administration thereof, or (iv) compliance by the Lender(or its Lending Office) with any Capital Adequacy Regulation affects or wouldaffect the amount of capital required or expected to be maintained by suchLender or any corporation Controlling such Lender and determines that theamount of such capital is increased as a consequence of its Loans orobligations under this Agreement, then, upon demand of such Lender to theCompany through the Administrative Agent, the Company shall pay to theAdministrative Agent for the account of such Lender, from time to time asspecified by such Lender, additional amounts sufficient to compensate theLender for such increase.

 

3.05.        FundingLosses.

 

### (a)           TheCompany shall reimburse each Lender and hold each Lender harmless from (in eachcase by prompt payment of any relevant amounts to the Administrative Agent forthe account of such Lender) any loss, cost or expense that the Lender maysustain or incur, including any loss incurred in obtaining, liquidating orredeploying deposits bearing interest by reference to LIBOR or the TIIE Rate,as applicable, from third parties (“Funding Losses”) as a consequence ofany of the following events (each, a “Breakage Event”):

###  

#### (i)            the failure of the Company to makeon a timely basis any scheduled payment of principal of any Loan;

####  

#### (ii)           the failure of the Company to borrowthe Loans on the Closing Date proposed in the Dollar Notice of Borrowing or thePeso Notice of Borrowing;

####  

#### (iii)          the failure of the Company to make anyvoluntary prepayment in accordance with any notice delivered under Section 2.04(*Voluntary Prepayments*) ormandatory prepayment in accordance with Section 2.05 (*Mandatory Prepayments*); or

####  

#### (iv)          the prepayment or repayment (includingpursuant to Section 2.04 (Voluntary *Prepayments*),Section 2.05(*Mandatory Prepayments*) or Section 2.06(*Repayment of the Loans*), but notincluding any mandatory prepayments pursuant to Section 2.05(c))or other payment (including after acceleration thereof) of any Loan on a daythat is not the last day of the 

 

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#### relevant Interest Period therefor (including as aresult of the replacement of a Lender with a Substitute Lender pursuant to Section 3.09(*Substitution of Lender*);

####  

including in each case (x) any such loss orexpense arising from the liquidation or reemployment of funds obtained by suchLender to maintain such Loan or from fees payable to terminate the depositsfrom which such funds were obtained and (y) any customary and reasonableadministrative fees charged by such Lender in connection therewith.

 

### (b)           TheFunding Losses to any Lender shall be deemed to include an amount determined bysuch Lender to be the excess, if any, of (i) the amount of interest thatwould have accrued on the principal amount of such Loan had such event notoccurred, at an amount equal to LIBOR or the TIIE Rate, asapplicable, for theInterest Period during which such Breakage Event occurs, for the period fromthe date of such Breakage Event to the end of the then current Interest Periodtherefor, over (ii) the amount of interest that would accrue on suchprincipal amount for such period at the interest rate which such Lenderdetermines in good faith would bid were it to bid, at the beginning of suchperiod, for US Dollar deposits or Mexican Peso deposits, as applicable, of acomparable amount and period from other banks in the Eurodollar market orMexican Peso lending market, as applicable.

###  

3.06.        Reserveson Loans.  The Company shall pay to each Lender, as longas such Lender shall be required to maintain reserves with respect toliabilities or assets consisting of or including Eurocurrency funds or deposits(currently known as “Eurocurrency Liabilities”), additional interest on theunpaid principal amount of the Loan of such Lender equal to the actual costs ofsuch reserves allocated to the Loan by such Lender (as determined by suchLender in good faith, which determination shall be conclusive, absent manifesterror), payable on each date on which interest is payable on the Loans,provided that the Company shall have received at least fifteen (15) days’ priorwritten notice (with a copy to the Administrative Agent) of such additionalinterest from such Lender.  If a Lenderfails to give notice fifteen (15) days prior to the relevant Interest PaymentDate, such additional interest shall be payable fifteen (15) days from receiptof such notice.

 

3.07.        Certificatesof Lenders.

##  

### (a)           Exceptas otherwise specified herein, any Lender claiming reimbursement orcompensation under this Article III shall deliver to the Company (with acopy to the Administrative Agent) a certificate setting forth in reasonabledetail the amount payable to such Lender hereunder and the reasons for suchclaim and such certificate shall be conclusive and binding on the Company inthe absence of manifest error.  TheCompany shall promptly pay the amount shown as due on any such certificate tothe Administrative Agent for the account of such Lender, but in no case laterthan fifteen (15) days after receipt thereof.

###  

### (b)           EachLender agrees to notify the Company of any claim for reimbursement pursuant to Section 3.04(*Increased Costs and Reduction of Return*)or 3.06(*Reserves on Loans*) not laterthan one hundred eighty (180) days after any officer of such Lender responsiblefor the administration of this Agreement receives actual knowledge of the eventgiving rise to such claim.  If any Lenderfails to give such notice, the Company shall only be required to reimburse orcompensate such Lender, retroactively, for claims pertaining to the period ofone hundred 

 

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### eighty (180) days immediately preceding the date theclaim was made.  However, if the changein a Requirement of Law (including any Capital Adequacy Regulation) giving riseto such increased cost or reduction is retroactive, then the one hundred eighty(180)-day period referred to above will be extended to include the period ofretroactive effect thereof.

###  

3.08.        Changeof Lending Office.  Each Lender agrees that, upon the occurrenceof any event giving rise to an obligation of the Company under Section 3.01(*Taxes*), Section 3.02(*Illegality*), Section 3.04(*Increased Costs and Reduction of Return*)or Section 3.06(*Reserves on Loans*) with respectto such Lender, it will, if requested by the Company, use reasonable efforts(subject to overall policy considerations of such Lender) to designate anotherLending Office for any Loans affected by such event or take other action;provided that such Lender and its Lending Office suffer no economic, legal orregulatory disadvantage, with the object of avoiding the consequence of theevent giving rise to the obligation under any such Section.  Nothing in this Section shall affect orpostpone any of the Obligations of the Company or the rights of any Lenderprovided in Section 3.01 (*Taxes*), Section 3.02 (Illegality), Section 3.04 (*Increased Costs and Reduction of Return*) or Section 3.06(*Reserves on Loans*).

 

3.09.        Substitutionof Lender.  Upon the receipt by the Company from anyLender of a claim for compensation under Section 3.04 (*Increased Costs and Reduction of Return*)or Section 3.06(*Reserves on Loans*), or givingrise to the operation of Section 3.02 (*Illegality*), the Company may, at its option, (i) requestsuch Lender to use its best efforts to seek a Substitute Lender willing toassume such Lender’s Loan or (ii) replace such Lender with a SubstituteLender or Substitute Lenders that shall succeed to the rights and obligationsof such Lender under this Agreement upon execution of an Assignment andAcceptance; provided, however, that such Lender shall not bereplaced or removed hereunder until such Lender has been repaid in full allamounts owed to it pursuant to this Agreement and the other Loan Documents(including Section 2.09 (*Computation of Interest and Fees*), Section 3.01(*Taxes*), Section 3.04(*Increased Costs and Reduction of Return*),Section 3.05(*Funding Losses*) and Section 3.06(*Reserves on Loans*)) unless anysuch amount is being contested by the Company in good faith.

 

3.10.        Survival. The agreements and obligations of the Company in this Article IIIshall survive the payment of all the Obligations.

 

# ARTICLE IVCONDITIONS PRECEDENT

#  

4.01.        Conditionsto Closing Date.  The obligation of each InitialLender to make its Loan on the Closing Date is subject to the satisfaction (or waiverin writing by each Initial Lender in accordance with Section 10.01(*Amendments and Waivers*)) of eachof the following conditions precedent:

 

### (a)           LoanAgreement and Notes.  This Agreement, each other Loan Document andthe Intercompany Revolving Facilities shall have been duly executed by each ofthe parties hereto and thereto, the Notes dated on the Closing Date shall havebeen duly executed by the Company, and the Administrative Agent (or itscounsel) and each Initial Lender shall have received from the Company acounterpart of this Agreement and each other Loan Document and IntercompanyRevolving Facility, of such Initial Lender’s Note and all relateddocumentation, each in form and 

 

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### substance satisfactory to the Administrative Agent andthe Initial Lenders and signed by the Company.

###  

### (b)           OrganizationalDocuments; Resolutions; Incumbency. The Administrative Agent shall have received copies of:

###  

#### (i)            the Organizational Documents of theCompany and each of the Pledged Entities and Intercompany Lenders certified asof the Closing Date as true and correct and in full force and effect in theirdelivered form as of such date by (x) an appropriate Secretary oran Assistant Secretary ofthe Company, such Pledged Entity, or such Intercompany Lender, as the case maybe, as to effectiveness, and (y) in the case of the Company and anyPledged Entity or Intercompany Lender organized under the laws of Mexico, aMexican notary public as to authenticity;

####  

#### (ii)           all applicable powers-of-attorney (*poderes*), designating the Persons authorized to execute thisAgreement, the other Loan Documents and the Intercompany Revolving Facilitieson behalf of the Company, the Pledged Entities and the Intercompany Lenders, ineach case (x) certified by a Mexican notary public (or a notary public inthe jurisdiction under the laws of which such Person is organized), (y) certifiedas of the Closing Date by the Secretary or an Assistant Secretary of theCompany, such Pledged Entity or such Intercompany Lender, as the case may be,and (z) including authority for acts of administration and to subscribe,indorse and issue negotiable instruments (*títulos de crédito*);and

####  

#### (iii)          a certificate of the Secretary orAssistant Secretary of the Company (x) certifying the names and truesignatures of the Senior Officers of the Company authorized to execute anddeliver this Agreement, all other Loan Documents and the Intercompany RevolvingFacilities to be delivered by the Company, the Pledged Entities and theIntercompany Lenders hereunder and (y) attaching copies of all documentsevidencing all necessary corporate action (including any necessary resolutionsof the Board of Directors or of the shareholders of the Company, any PledgedEntity or Intercompany Lender) and governmental approvals, if any, with respect tothe authorization for the execution, delivery and performance of each such LoanDocument and the transactions contemplated hereby and thereby, whichcertificates shall state that the resolutions or other information referred toin such certificates have not been amended, modified, revoked or rescinded asof the date of such certificates.

####  

### (c)           Authorizations. The Administrative Agent shall have received evidence satisfactory to itthat all approvals, authorizations or consents of, or notices to, or filings orregistrations with, any Governmental Authority (including exchange controlapprovals) or third parties, if any, required in connection with the execution,delivery and performance by the Company of this Agreement or any other LoanDocument (including without limitation, with respect to the Security Documentsand the Intercompany Revolving Facilities) have been obtained and are in fullforce and effect.  If no such approvals,authorizations, consents, notices or registrations are necessary, theAdministrative Agent shall have received a certificate executed by a SeniorOfficer of the Company so stating.

###  

### (d)           ProcessAgent.  The Administrative Agent shall have received (i) copiesof irrevocable powers of attorney for lawsuits and collections (*poder irrevocable para pleitos y*

 

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### *cobranzas*)**granted by theCompany, certified by a Mexican notary public, in form reasonably satisfactoryto the Administrative Agent, irrevocably appointing each of the Process Agentand the Alternate Process Agent to act as such on behalf of the Company underthis Agreement and each of the other Loan Documents and (ii) an acceptanceletter duly executed and delivered by the Process Agent and the AlternateProcess Agent dated on or prior to the date hereof pursuant to which each agentirrevocably consents to and accepts its appointment as Process Agent orAlternate Process Agent for the Company under and for the term of thisAgreement and each of the other Loan Documents that requires such anappointment in connection with any Proceeding relating to this Agreement or theNotes or the transactions contemplated under any of the Loan Documents.

###  

### (e)           LegalOpinions.  The Administrative Agent shall have received (i) anopinion of Mijares, Angoita, Cortés y Fuentes, special Mexican counsel to theCompany, substantially in the form of Exhibit D; (ii) anopinion of Milbank, Tweed, Hadley & McCloy LLP, special New Yorkcounsel to the Company, substantially in the form of Exhibit E-1; (iii) anopinion of Salvador Vargas Guajardo, General Counsel to the Company,substantially in the form of Exhibit E-2; and (iv) a favorableopinion of Ritch Mueller, S.C.,special Mexican counsel to the Administrative Agent and the Initial Lenders.

###  

### (f)            Payment of Fees.  The Administrative Agent shallhave received evidence of the payment of all fees and expenses then due andpayable pursuant to the Existing Loan, under each of the Advisor Fee Lettersand under this Agreement or the other Loan Documents, including trustees’ andadvisors’ fees and Attorney Costs, plus such additional amounts of AttorneyCosts as shall constitute its reasonable estimate of Attorney Costs incurred orto be incurred through the closing proceedings, and any other fees required tobe paid on or prior to the Closing Date.

###  

### (g)           Changes in Condition.

###  

#### (i)            The representations and warrantiesof the Company contained in this Agreement or in any other Loan Document shallbe true and correct as of the Closing Date, except to the extent that suchrepresentations and warranties specifically refer to an earlier date, in whichcase they shall be true and correct as of such earlier date.

####  

#### (ii)           The Company shall be in compliancewith all of its covenants and agreements contained in the Loan Documents andthe Intercompany Revolving Facilities.

####  

#### (iii)          There shall not have occurred sincethe date of the audited financial statements of the Company and itsConsolidated Subsidiaries described in clause (n) below,a Material Adverse Effect, except as otherwise disclosed in the Company’s publicfilings with the US Securities and Exchange Commission or the *Comisión Nacional Bancaria y de Valores* prior to the datehereof and listed on Schedule 5.06(c) (*ExistingMaterial Adverse Effects*).

####  

#### (iv)          No Default or Event of Default shallhave occurred and be continuing either prior to or after giving effect to thetransactions (including any transactions with respect to the Other RestructuredIndebtedness) contemplated on the Closing Date.

####  

#### (v)           There shall have occurred nocircumstance and/or event of a financial, political or economic nature inMexico or in the international financial, banking or capital 

 

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#### markets that has a reasonable likelihood of having aMaterial Adverse Effect on the Company and its Subsidiaries.

####  

#### (vi)          No default shall have occurred and becontinuing on any material Indebtedness of the Company or any of itsSubsidiaries (including the Bank of America Facility and the Bancomext-GimsaLoan).

####  

#### (vii)         The Administrative Agent shall havereceived a certificate signed by the chief financial officer and one additionalSenior Officer of the Company, dated as of the Closing Date, to the effectthat, both before and after giving effect to the transactions contemplated bythe Loan Documents and the Intercompany Revolving Facilities, each of theconditions precedent in clauses (i) through (vi) above are true andcorrect.

####  

### (h)           Paymentof Interest and Fees under Confirmation.  All interestand fees payable in respect of each Terminated Derivative Obligation pursuantto the Confirmations shall have been paid in US Dollars and in immediatelyavailable funds no later than 11:00 a.m. (New York City time) on theClosing Date.  For the avoidance ofdoubt, (x) such interest shall have been payable at a rate equal to (i) thesum of LIBOR plus 2.875% per annum from and including the date of theConfirmation to but excluding September 21, 2009 and (ii) the sum ofLIBOR plus 4.875% per annum from and including September 21, 2009 to butexcluding the Closing Date and (y) the fee payable to each DerivativeCounterparty shall be equal to 1.25% of such Derivative Counterparty’sTerminated Derivative Obligation (1.00% of which fee has been paid prior to thedate hereof).

###  

### (i)            Security.

###  

#### (i)            Each of the Security Documentsshall have been duly executed by the parties thereto in form and substancesatisfactory to the Administrative Agent and the Initial Lenders, and shall each be in full force andeffect and, other than the Intercompany Trust Agreement and the CollateralAgency and Intercreditor Agreement, create a fully perfected, valid, legallybinding and enforceable first priority Lien and security interest in theCollateral and the proceeds thereof in favor of the Collateral Agent on behalfof the Secured Parties upon the completion of the steps listed in clauses (iv),(v) and (vii) below and the Collateral Agent (or its counsel) shall havereceived from the Company a counterpart of such Security Documents signed onbehalf of such party.

####  

#### (ii)           The Obligations shall be secured by aperfected first priority lien and security interest on the Collateral and thesignatures of each of the Intercompany Trust Agreement, the Molinera Trust andthe Gimsa Trust shall have been duly formalized before a Mexican notary public.

####  

#### (iii)          The Collateral Agent shall havereceived copies, duly notarized by a Mexican notary public, of (x) minutesof a meeting of the Shareholders or Board of Directors of the Company approving(x) the transfer of the Gimsa Collateral to the Gimsa Trust  and (y) the  transfer of the Molinera Collateral to theMolinera Trust as required under the Organizational Documents of Molinera, ineach case as required under the Organizational Documents of the Company.

 

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#### (iv)          The Trustee shall have received (x) allof the Molinera Collateral, endorsed in property to the Trustee and (y) acopy of the entry in the relevant corporate book of Molinera certifying theinscription of the Molinera Trust, duly notarized by a Mexican notary public.

####  

#### (v)           The Trustee shall have received allof the Gimsa Collateral deposited into its brokerage account.

####  

#### (vi)          The Collateral Agent shall havereceived (x) an original counterpart of the Molinera Trust and the GimsaTrust and (y) a certificate by the Trustee (A) stating that theconditions precedent outlined in clauses (iv) and (v) above have beensatisfied and (B) evidencing the Collateral Agent’s status as abeneficiary in first place (fideicomisario en primer lugar) under the MolineraTrust and the Gimsa Trust.

####  

#### (vii)         The Collateral Agent shall havereceived all of the Gruma Corp. Collateral, indorsed in blank or to theCollateral Agent in form and substance satisfactory to the Collateral Agent andshall have made all UCC filings with respect to the Gruma Corp. Collateral asthe Collateral Agent deems necessary or desirable to perfect the CollateralAgent’s first priority security interest in and Lien on the Gruma Corp.Collateral.

####  

#### (viii)        The Collateral Agent shall have receivedsatisfactory evidence of notice and acknowledgment being delivered to theborrowers under the Intercompany Revolving Facilities regarding the transfer ofthe rights of the Intercompany Lenders (other than Subsidiaries in the GimsaDivision) to the Intercompany Trust Agreement.

####  

#### (ix)           The Collateral Agent shall havereceived complete and accurate information from the Company with respect to thename and the location of the principal place of business and chief executiveoffice for the Company, Gimsa, Molinera and Gruma Corp.; all necessary UCCfinancings statements shall have been filed and all other filings andrecordings shall have been made; and all applicable filing and recording feesand taxes shall have been paid or duly provided for by the Company.  The Administrative Agent shall be reasonablysatisfied that all  Liens granted to theCollateral Agent with respect to all Collateral are valid and effective andwill be perfected and of first priority.

####  

### (j)            Legal Matters.  No Requirement of Law, shallin the reasonable judgment of the Administrative Agent or any Initial Lender,restrain, prevent, or impose materially adverse conditions upon the executionand delivery of, and performance under, the Loan Documents or the IntercompanyRevolving Facilities or the transactions contemplated hereby and under theother Loan Documents and the Intercompany Revolving Facilities and allcorporate and other proceedings and all documents and other legal matters inconnection with the transactions contemplated hereby and under the Loan Documentsand the Intercompany Revolving Facilities.

###  

### (k)           Restructuredor Refinanced Indebtedness.

###  

#### (i)            The Other Restructured Indebtednessshall have been executed and delivered by the Company, and shall have beenfunded or settled by the counterparties thereto; and

 

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#### (ii)           the Existing Loan Obligations shallhave been paid in full, or the Administrative Agent shall be reasonablysatisfied that arrangements are in place to repay the Existing Loan Obligationsin full on the Closing Date.

####  

### (l)            Delivery of Reporting Indebtedness Documents. The Company shall have provided the Administrative Agent with copies ofall Contractual Obligations for all of the Reporting Indebtedness (suchContractual Obligations, the “Reporting Indebtedness Documentation”).

###  

### (m)          NoLitigation.  There shall be no pending or, to the bestknowledge of the Company, threatened Proceeding (including a bankruptcy, *concurso* or other insolvency proceeding)with respect to this Agreement or the other Loan Documents and the IntercompanyRevolving Facilities or the transactions contemplated hereby or thereby, orthat could reasonably be expected to have a Material Adverse Effect.

###  

### (n)           Deliveryof Financial Statements.  The Administrative Agent shallhave received (i) the audited financial statements described in Section 6.01(a) (*Financial Statements and Other Information*)for the Fiscal Year ending on December 31, 2008; provided that suchaudited financial statements may contain the “going concern” qualificationdisclosed in the financial statements contained in Item 18 of the Company’sannual report on Form 20-F filed with the US Securities and ExchangeCommission on June 30, 2009 and (ii) the unaudited financialstatements described in Section 6.01(b) (*Financial Statements and Other Information*)for the Fiscal Quarters ending on March 31, 2009 and June 30, 2009(or, with respect to Gruma Corp., on June 27, 2009).

###  

### (o)           PatriotAct. TheAdministrative Agent shall have received (for itself and as requested by anyInitial Lender) any documents or information reasonably required to obtain,verify and record information that identifies the Company and its Subsidiaries,which information may include (but shall not be limited to) the name andaddress of the Company and its Subsidiaries and any other information that willallow such the Administrative Agent or such Initial Lender, as applicable, toidentify the Company and its Subsidiaries in accordance with the Patriot Act.

###  

### (p)           Deliveryof Notice of Borrowing.  The Administrative Agent shallhave received a Dollar Notice of Borrowing and a Peso Notice of Borrowing fromthe Company signed by a Senior Officer of the Company.

###  

### (q)           Solvency. The Company and each Pledged Entity, after giving effect to the transactionscontemplated hereby and by the other Loan Documents and the IntercompanyRevolving Facilities, shall be Solvent and each of the Administrative Agent andthe Collateral Agent shall have received a certificate from the chief financialofficer of the Company to such effect.

###  

### (r)            Intercompany Revolving Facilities.  TheIntercompany Revolving Facilities and the Intercompany Trust Agreement shall bein full force and effect and the Administrative Agent and the Collateral Agentshall have copies of all definitive documentation (and any amendments 

 

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### thereto) and Contractual Obligations with respect tothe Intercompany Revolving Facilities and the Intercompany Trust Agreement.

###  

### (s)           OtherDocuments.  The Administrative Agent shall have receivedsuch other certificates, powers of attorney, approvals, opinions, documents ormaterials as the Administrative Agent, the Collateral Agent or any InitialLender (through the Administrative Agent) may reasonably request.

###  

# ARTICLE VREPRESENTATIONS AND WARRANTIES

#  

The Company represents and warrants to theAdministrative Agent and each Lender that:

 

5.01.        CorporateExistence and Power.  The Company and each of its Subsidiaries:

 

### (a)           isa corporation duly organized and validly existing under the laws of thejurisdiction of its organization and, to the extent applicable under the lawsof its jurisdiction of organization, is in good standing;

###  

### (b)           isqualified to do business in every jurisdiction where such qualification isrequired, except where the failure to be qualified has not had and could notreasonably be expected to have a Material Adverse Effect;

###  

### (c)           hasall requisite corporate power and authority and all requisite governmentallicenses, authorizations, consents and approvals to (i) conduct itsbusiness as now conducted and as proposed to be conducted and to own itsProperties, except to the extent that the failure to obtain any suchgovernmental license, authorization, consent or approval has not had and couldnot reasonably be expected to have a Material Adverse Effect, and (ii) execute,deliver and perform all of its obligations under each of the Loan Documents andthe Intercompany Revolving Facilities and each other agreement or instrumentcontemplated thereby to which it is or will be a party and receive a Loanhereunder; and

###  

### (d)           isin compliance with all Requirements of Law, except to the extent that thefailure to comply therewith has not had and could not reasonably be expected tohave a Material Adverse Effect.

###  

5.02.        CorporateAuthorization; No Contravention.  The executionand delivery of, and performance by the Company under, this Agreement and eachother Loan Document to which it is a party have been duly authorized by allnecessary corporate and, if required, stockholder action and do not and will not:

 

### (a)           contravenethe terms of the Company’s or any of its Subsidiaries’ OrganizationalDocuments; or

###  

### (b)           conflictor be inconsistent with or result in any breach, violation or contravention of(alone or with notice or the lapse of time or both), or the creation of anyLien under, or give rise to any right to accelerate or torequire the prepayment, repurchase or redemption of any obligation under orconstitute a default in respect of (i) any document evidencing any 

 

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### Contractual Obligation to which the Company or any ofits Subsidiaries is a party or (ii) any Requirement of Law to which theCompany or any of its Subsidiaries or their respective Property is subject.

###  

5.03.        NoAdditional Authorizations.  No approval (includingexchange control approval), consent, exemption, authorization, registration orother action by, or notice to, or filing with, any Governmental Authority orother third party is necessary or required in connection with the execution,delivery or performance by, or enforcement against, the Company of thisAgreement or any other Loan Document other than as have been obtained pursuantto Section 4.01(c) (*Authorizations*) and Section 4.01(i)(iii) (*Security*).

 

5.04.        BindingEffect.  This Agreement has been, and each other LoanDocument, when delivered hereunder, will have been, duly executed and deliveredby the Company.  This Agreementconstitutes, and each other Loan Document when so delivered will constitute, alegal, valid and binding obligation of the Company, enforceable against theCompany in accordance with its terms, except as enforceability may be limitedby applicable bankruptcy, insolvency, *concursomercantil*, *quiebra*, orsimilar laws affecting the enforcement of creditors’ rights generally or byequitable principles relating to enforceability (regardless of whetherenforcement thereof is sought in a Proceeding at law or in equity).

 

5.05.        Litigation. Except as disclosed in Schedule 5.05 (*Pending Litigation*), there are no Proceedings pending, or tothe best knowledge of the Company, threatened or contemplated, at law, inequity, in arbitration or before any Governmental Authority, by or against theCompany or any of its Subsidiaries, which:

 

### (a)           couldreasonably be expected to affect the legality, validity or enforceability ofthis Agreement or any other Loan Document, or any of the transactionscontemplated hereby or thereby; or

###  

### (b)           couldreasonably be expected to have a material adverse effect on the ability of theCompany to perform its obligations under any Loan Document; or

###  

### (c)           that,in the aggregate, could reasonably be expected to have a Material AdverseEffect.

###  

5.06.        FinancialInformation; No Material Adverse Effect; No Default; No Contingent Liabilities.

##  

### (a)           TheCompany’s audited consolidated financial statements for the Fiscal Year ended December 31,2008 (copies of which have been furnished to the Administrative Agent) (i) arecomplete and correct in all material respects, (ii) have been prepared inaccordance with Mexican GAAP applied on a consistent basis and fairly presentin accordance with Mexican GAAP the financial condition of the Company and itsConsolidated Subsidiaries as of such date and the results of their operations forthe Fiscal Year ended December 31, 2008, and (iii) have been auditedand certified by independent certified public accountants of internationalstanding.

###  

### (b)           TheCompany’s unaudited financial statements for each of the Fiscal Quarters ended March 31,2009 and June 30, 2009 (copies of which have been furnished to the

 

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### Administrative Agent) (i) are complete andcorrect in all material respects and (ii) have been prepared in accordancewith Mexican GAAP applied on a consistent basis and fairly present inaccordance with Mexican GAAP the financial condition of the Company and itsConsolidated Subsidiaries as of such date and the results of their operationsfor the period covered thereby, subject to the absence of footnotes and tonormal year-end audit adjustments.

###  

### (c)           Sincethe date of the most recent audited financial statements, there has occurred nodevelopment, event or circumstance which has had or could reasonably beexpected to have a Material Adverse Effect, except as otherwise disclosed inthe Company’s public filings with the US Securities and Exchange Commission orthe *Comisión Nacional Bancaria y de Valores* and listed on Schedule 5.06(c) (*Existing Material Adverse Effects*).

###  

### (d)           Asof the Closing Date, neither the Company nor any of its Subsidiaries is indefault under or with respect to any Contractual Obligation in any respectwhich has had or could reasonably be expected to have a Material AdverseEffect, or that would, if such default had occurred after the Closing Date,create an Event of Default under Section 8.01(e) (*Cross-Default*).

###  

### (e)           Exceptas set forth on Schedule 5.06(e) (*Material Contingent Liabilities, Forward or Long TermCommitments, Unrealized Losses*), none of the Company or itsConsolidated Subsidiaries has any material contingent liabilities, materialforward or long-term commitments or unrealized losses except as disclosed inthe financial statements described in clauses (a) or (b) above.

###  

5.07.        PariPassu.  The Obligations constitute direct,unconditional and general obligations of the Company and rank at least *pari passu* in all respects with all otherunsecured and unsubordinated Indebtedness of the Company, except suchIndebtedness ranking senior by operation of law (and not by contract oragreement), which, in any event, is not material to the Company.  The Obligations rank at least *pari passu* in all respects with all Secured Indebtedness.

 

5.08.        Taxes. The Company and each of its Subsidiaries have timely filed all federal(Mexican), state, provincial, local and foreign (non-Mexican) tax returns andreports required to be filed, and have timely paid all taxes, assessments, feesand other governmental charges levied or imposed upon them or their Properties,including related interest and penalties, otherwise due and payable, except (a) thosewhich are being contested in good faith by appropriate proceedings and forwhich adequate reserves have been provided in accordance with Mexican GAAP (or,in the case of Persons organized under laws of any other jurisdiction, theapplicable GAAP therein) and (b) those tax returns or taxes for which suchfailure to timely file or timely pay (as the case may be) could not reasonablybe expected to have a material adverse effect on the business, financialcondition or operations of the Company or such Subsidiary.

 

5.09.        EnvironmentalMatters.

##  

### (a)           Theon-going operations of the Company and each of its Subsidiaries are, and duringthe past five (5) years have been, in compliance in all material respectswith all applicable Environmental Laws except as set forth on Schedule 5.09(*Environmental Matters*) or exceptto 

 

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### the extent that the failure to comply therewith hasnot had and could not reasonably be expected to have a Material Adverse Effect;

###  

### (b)           TheCompany and each of its Subsidiaries have obtained all material environmental,health and safety permits necessary or required for its operations, all suchpermits are in good standing, and the Company and each of its Subsidiaries isand has been in compliance in all material respects with all applicable termsand conditions of such permits, except as set forth on Schedule 5.09(*Environmental Matters*) or exceptto the extent that the failure to obtain, and maintain in full force andeffect, any such permit, or to the extent that failure to comply with the materialterms thereof, has not had and could not reasonably be expected to have aMaterial Adverse Effect;

###  

### (c)           Neitherthe Company nor any of its Subsidiaries is conducting, or to the best knowledgeof the Company after reasonable investigation, is required to conduct, anyinvestigations or remediation of hazardous substances under any applicableEnvironmental Law at any property currently or formerly owned or operated bythe Company or any Subsidiary (including soils, groundwater, surface water,buildings or other structures) except as set forth on Schedule 5.09(*Environmental Matters*) or exceptas has not had and could not reasonably be expected to have a Material AdverseEffect; and

###  

### (d)           Neitherthe Company nor any of its Subsidiaries has received any notice, demand,letter, claim or request for information indicating that it may be in violationof or subject to liability under any Environmental Law, including any liabilityfor any release of any hazardous substance on any third party property, or issubject to any order, decree, injunction or other arrangement with anyGovernmental Authority relating to any Environmental Law, except as set forthon Schedule 5.09(*Environmental Matters*) or exceptas has not had and could not reasonably be expected to have a Material AdverseEffect.

###  

5.10.        Compliancewith Social Security Legislation, Etc.  The Companyand each of its Subsidiaries is in compliance with all Requirements of Lawrelating to social security legislation, including all rules andregulations of INFONAVIT, IMSS and SAR except to the extent that non­compliancetherewith has not had during the preceding five (5) calendar years, andcould not be reasonably expected to have, a Material Adverse Effect.

 

5.11.        Assets;Patents; Licenses; Insurance; Etc.

 

### (a)           TheCompany and each of its Material Subsidiaries has good and marketable title to,or valid leasehold interests in, all Property that is reasonably necessary to,or used in the ordinary conduct of, or is otherwise material to its business,and has no knowledge of any pending or contemplated condemnation proceeding, orDisposition in lieu of such proceedings, with respect to such Property exceptas the foregoing may not reasonably be expected to have a Material AdverseEffect.

###  

### (b)           TheCompany and each of its Material Subsidiaries own or are licensed or otherwisehave the right to use all of the material trademarks, trade names, copyrights,patents, contractual franchises, licenses, authorizations, other intellectualproperty and other rights that are reasonably necessary for the operation oftheir respective business, without conflict with the 

 

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### rights of any other Person except as the foregoing maynot reasonably be expected to have a Material Adverse Effect.

###  

### (c)           Noneof the Property of the Company or any of its Subsidiaries is subject to anyLiens except as permitted by Section 7.01 (*Negative Pledge*).

###  

### (d)           Neitherthe Company nor any of its Subsidiaries are party to any Sale Lease-BackTransactions except as set forth in Schedule 5.11(d) (*Existing Sale Lease-Back Transactions*)(the “Existing Sale Lease-Back Transactions”).

###  

### (e)           TheCompany and each of its Material Subsidiaries have insurance with financiallysound, responsible and reputable insurance companies in such amounts andcovering such risks as are usually carried by companies of good repute engagedin similar businesses and owning and/or operating properties similar to thoseowned and/or operated by the Company or such Subsidiary, as the case may be, inthe same general areas in which the Company or such Subsidiary owns and/oroperates its properties, in accordance with normal industry practice.

###  

### (f)            TheCompany owns the following shares of capital stock, in each case free and clearof all Liens:

###  

#### (i)            763,974,230 shares of capital stockof Gimsa (comprised of 504,150,300 Series A shares and 259,823,930 Series Bshares), representing 83.18% of the issued and outstanding capital stock ofGimsa;

####  

#### (ii)           314,056.5 shares of capital stock ofGruma Corp., representing 100% of the issued and outstanding capital stock ofGruma Corp;

####  

#### (iii)          508,378,245 shares of capital stock ofMolinera, representing 60% of the issued and outstanding capital stock ofMolinera; and

####  

#### (iv)          177,546,496 shares of capital stock ofGrupo Financiero Banorte S.A.B. de C.V., representing 8.79% of the issued andoutstanding capital stock of Grupo Financiero Banorte S.A.B. de C.V.

####  

5.12.        Subsidiaries.

##  

### (a)           Acomplete and correct list of all Subsidiaries of the Company, showing thecorrect name thereof, the jurisdiction of its incorporation and the percentageof shares of each class of capital stock outstanding owned by the Company andeach Subsidiary of the Company is set forth in Schedule 5.12(a) (*Subsidiaries*).  All such shares of capital stock are fullypaid and non-assessable and are owned by the Company or one or more of itsSubsidiaries free and clear of all Liens (other than the Liens created under the Security Documents).  There are no outstanding options, warrants,rights of conversion or similar rights with respect to such capital stock.

###  

### (b)           Alist of all agreements, which by their terms, expressly prohibit or limit thepayment of dividends or other distributions to the Company by a Subsidiary orthe making of 

 

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### loans to the Company by a Subsidiary is set forth inSchedule 5.12(b) (*Restrictive Subsidiary Agreements*).

###  

5.13.        CommercialActs.  The Obligations of the Company under the LoanDocuments are commercial in nature and are subject to civil and commercial lawwith respect thereto.  The execution andperformance of the Loan Documents by the Company constitute private andcommercial acts and not governmental or public acts.  The Company and its Property is subject tolegal action in respect of its Obligations and is not entitled to immunity onthe grounds of sovereignty or otherwise from the jurisdiction of any court orfrom any legal process (whether through service or notice, attachment prior tojudgment, attachment in aid of execution, execution or otherwise) in connectiontherewith.  If the Company or any of itsProperty should become entitled to any such right of immunity, the Company haseffectively waived such right pursuant to Section 10.16 (*Waiver of Immunity*).

 

5.14.        ProperLegal Form.  Each of the Loan Documents is (or if not yetexecuted, when executed and delivered, will be) in proper legal form under anyRequirements of Law for the enforcement thereof against the Company inaccordance with their respective terms under such Requirements of Law.  To ensure the legality, validity,enforceability or admissibility into evidence of the Loan Documents, it is notnecessary that any of such Loan Documents or any other document be filed orrecorded with any applicable Governmental Authority or that any stamp orsimilar tax be paid on or in respect of any Loan Document.  Any judgment against the Company of a stateor United States federal court in the State of New York, United States arisingfrom, related to or in connection with any Loan Document is capable of beingenforced in the courts of Mexico; provided that in the event any legalProceedings are brought in the courts of Mexico, a Spanish translation of thedocuments, including this Agreement, prepared by a court-approved translatorwould be required in such Proceedings. It is not necessary in order for the Administrative Agent, theCollateral Agent or any Lender to enforce any rights or remedies under the LoanDocuments, or solely by reason of the execution, delivery and performance bythe Company of the Loan Documents, that the Administrative Agent, theCollateral Agent or any Lender be licensed or qualified with any MexicanGovernmental Authority or be entitled to carry on business in Mexico.

 

5.15.        FullDisclosure.  All written information other thanforward-looking information heretofore furnished by the Company or itsSubsidiaries, or their respective agents or representatives to theAdministrative Agent, the Collateral Agent, or any Lender for purposes of or inconnection with this Agreement or the other Loan Documentsor the Intercompany Revolving Facilities or thetransactions contemplated hereby or thereby, and all such information hereafter furnished by theCompany or its Subsidiaries, or their respective agents or representatives tothe Administrative Agent or any Lender, is or will be true and accurate in allmaterial respects on the date as of which such information is stated orcertified, and does not and will not contain any material misstatement of factor, taken as a whole, omit to state any material fact necessary to make thestatements therein, in light of the circumstances in which they were made, notmisleading on the date on which such information was furnished.  All written forward-looking informationheretofore furnished in writing to the Administrative Agent or the Lenders hasbeen prepared by the Company or its Subsidiaries in good faith based uponassumptions the Company believes to be reasonable.  The Company has disclosed to theAdministrative Agent 

 

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and the Lenders inwriting any and all facts known to it that have or have had or it believescould reasonably be expected to have had or have a Material Adverse Effect.

 

5.16.        InvestmentCompany Act.  Both immediately before and after givingeffect to this Agreement and the transactions contemplated herein, neither theCompany nor any of its Subsidiaries is, or will be required to register as, an “investmentcompany” or an “affiliated person” or “promoter” of, or “principal underwriter”of or for, an “investment company”, as such terms are defined in the InvestmentCompany Act of 1940, as amended.

 

5.17.        MarginRegulations.  Neither the Company nor any of itsSubsidiaries is generally engaged in the business of purchasing or selling “marginstock” (as such term is defined in Regulations T, U or X of the Board ofGovernors of the Federal Reserve System of the United States) or extendingcredit for the purpose of purchasing or carrying margin stock.  No part of the proceeds of the Loan will beused, whether directly or indirectly, and whether immediately, incidentally orultimately, for any purpose that entails a violation of, or that isinconsistent with, the provisions of Regulation T, U or X of the Board of Governors of theUS Federal Reserve System, or that entails a violation by the Company of any other regulationsof the Board of Governors of the US Federal Reserve System. The pledge of the Collateral pursuant to the Security Documents does notviolate such regulations.

 

5.18.        ERISACompliance; Labor Matters.

##  

### (a)           EachPlan is in compliance in all material respects with the applicable provisionsof ERISA, the Code and other federal or state laws and the regulations andpublished interpretations thereunder.  EachPlan that is intended to qualify under Section 401(a) of the Code hasreceived a favorable determination letter from the IRS or an application forsuch a letter is currently being processed by the IRS with respect thereto and,to the best knowledge of the Company, nothing has occurred which would prevent,or cause the loss of, such qualification. The Company and each ERISA Affiliate have made all requiredcontributions to each Plan subject to Section 412 of the Code, and noapplication for a funding waiver or an extension of any amortization periodpursuant to Section 412 of the Code has been made with respect to anyPlan.

###  

### (b)           Thereare no pending or, to the best knowledge of the Company, threatened claims,actions or lawsuits, or action by any Governmental Authority, with respect toany Plan that could be reasonably expected to have a Material AdverseEffect.  There has been no prohibitedtransaction or violation of the fiduciary responsibility rules withrespect to any Plan that has resulted or could be reasonably expected to resultin a Material Adverse Effect.

###  

### (c)           (i) NoERISA Event has occurred, or to the best knowledge of the Company, isreasonably expected to occur and no condition or event currently exists or isreasonably expected to occur that could result in an ERISA Event; (ii) noPension Plan has any Unfunded Pension Liability; (iii) neither the Companynor any ERISA Affiliate has incurred, or reasonably expects to incur, anyliability under Title IV of ERISA with respect to any Pension Plan (other thanpremiums due and not delinquent under Section 4007 of ERISA; (iv) noevent, condition or amendment has occurred, is planned or is reasonablyexpected to occur which could require the Company or any ERISA Affiliate topost security with respect to any Plan and no such event, 

 

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### condition or amendment is planned or is reasonablyexpected to occur; (v) no Pension Plan has failed to satisfy the minimumfunding standard, whether or not waived, under Section 302 of ERISA or Section 412of the Code; (vi) the Company and each ERISA Affiliate has made allcontributions required to be made by such person to each Plan as and when suchcontributions have become due; (vii) neither the Company nor any ERISA Affiliateis required to file with the PBGC the information required under Section 4010of ERISA with respect to any Pension Plan; (viii) neither the Company norany ERISA Affiliate has incurred, or reasonably expects to incur, any liability(and no event has occurred which, with the giving of notice, under Section 4219of ERISA, would result in such liability) under Section 4201 or 4243 ofERISA with respect to a Multiemployer Plan; (ix) no Multiemployer Plan isin “endangered” or “critical” status within the meaning of Section 305 ofERISA; (x) neither the Company nor any ERISA Affiliate has incurred anyunsatisfied, or is reasonably expect to incur any, Withdrawal Liability to anyMultiemployer Plan; (xi) neither the Company nor any ERISA Affiliate has receivedany notification that any Multiemployer Plan is in reorganization or willterminate or has been terminated, and, to the best knowledge of the Company, noMultiemployer Plan is reasonably expected to be in reorganization or to beterminated; (xii) if the Company and all ERISA Affiliates were to completelywithdraw from all Multiemployer Plans, neither the Company nor any ERISAAffiliate would incur, directly or indirectly, any Withdrawal Liability; and(xiii) neither the Company nor any ERISA Affiliate has engaged in a transactionthat could be subject to Sections 4069 or 4212(c) of ERISA, except, ineach case, as would not be expected to have a material adverse effect on thebusiness, financial condition or operations of the Company or such Subsidiary.

###  

### (d)           EachForeign Pension Plan is in compliance in all material respects with allrequirements of law applicable thereto and the respective requirements of thegoverning documents for such plan. With respect to each Foreign Pension Plan,none of the Company or its Subsidiaries or any of their respective directors,officers, employees or agents has engaged in a transaction which would subjectthe Company or any Subsidiary, directly or indirectly, to a tax or civilpenalty which could reasonably be expected to result in a Material AdverseEffect. With respect to each Foreign Pension Plan, reserves have beenestablished in the financial statements furnished to the Administrative Agentand the Lenders to the extent required by Section 6.01 (*Financial Statements and Other Information*)in respect of any unfunded liabilities in accordance with all Requirements ofLaw or, where required, in accordance with ordinary accounting practices in thejurisdiction in which such Foreign Pension Plan is maintained. The aggregateunfunded liabilities with respect to such Foreign Pension Plans could notreasonably be expected to result in a Material Adverse Effect; the presentvalue of the aggregate accumulated benefit liabilities of all such ForeignPension Plans (based on those assumptions used to fund each such ForeignPension Plan) did not, as of the last annual valuation date applicable thereto,exceed by more than US$20,000,000 the fair market value of the assets of allsuch Foreign Pension Plans.

###  

### (e)           Noneof the Company or any of its Subsidiaries are a party to any labor dispute thatcould reasonably be expected to have a Material Adverse Effect, and there areno strikes, walkouts, lockouts or slowdowns against the Company or itsSubsidiaries pending or, to the best knowledge of the Company or itsSubsidiaries, threatened, except as would not be expected to have a materialadverse effect on the business, financial condition or operations of theCompany or such Subsidiary.  There is nounfair labor practice complaint pending against any of the 

 

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### Company or its Subsidiaries or, to the best knowledgeof any of the Company or its Subsidiaries, threatened against any of them thatcould reasonably be expected to have a Material Adverse Effect.  There is no grievance or significantarbitration Proceeding arising out of or under any collective bargainingagreement pending against any of the Company or its Subsidiaries or, to thebest knowledge of any of the Company or its Subsidiaries, threatened againstany of them, in each case that could reasonably be expected to have a MaterialAdverse Effect.

###  

5.19.        SecurityInterests.  The Security Documents (other than theIntercompany Trust Agreement and the Collateral Agency and Intercreditor Agreement),upon execution and delivery thereof by the parties thereto, will create infavor of the Collateral Agent, for the ratable benefit of the Secured Parties,a valid, legally binding and enforceable first priority Lien and securityinterest in the Collateral and the proceeds thereof.  When the actions referred to in Section 4.01(i) (*Security*) are completed, the Lien created under the SecurityDocuments (other than the Intercompany Trust Agreement and the CollateralAgency and Intercreditor Agreement) shall constitute a fully perfected,effective, valid, legally binding and enforceable first priority Lien on, andsecurity interest in, all right, title and interest of the Company in suchCollateral, and the proceeds thereof under the Requirements of Law of theUnited States or Mexico, as applicable, and the Collateral Agent’s securityinterests described above will be, in each case and other than as provided inthe Security Documents (other than the Intercompany Trust Agreement and theCollateral Agency and Intercreditor Agreement), prior and superior in right toany other Person now existing or hereafter arising whether by way of Lien,assignment or otherwise.

 

5.20.        Anti-TerrorismLaws.

##  

### (a)           Neitherthe Company nor any of its Affiliates is in violation of any laws relating toterrorism or money laundering (“Anti-Terrorism Laws”), includingExecutive Order No.  13224 on Terrorist Financing, effective September 24,2001 (the “Executive Order”), and the Uniting and Strengthening Americaby Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Actof 2001, Public Law 107-56 (the “Patriot Act”).

###  

### (b)           Neitherthe Company nor any of its Affiliates acting or benefiting in any capacity inconnection with the Loan is any of the following:

###  

#### (i)            a Person or entity that is listed inthe annex to, or is otherwise subject to the provisions of, the ExecutiveOrder;

####  

#### (ii)           a Person or entity owned orControlled by, or acting for or on behalf of, any Person or entity that islisted in the annex to, or is otherwise subject to the provisions of, theExecutive Order;

####  

#### (iii)          a Person or entity with which anyLender is prohibited from dealing or otherwise engaging in any transaction byany Anti-Terrorism Law;

####  

#### (iv)          a Person or entity that commits,threatens or conspires to commit or supports “terrorism” as defined in theExecutive Order; or

####  

#### (v)           a Person or entity that is named as a“specially designated national and blocked person” on the most current listpublished by the US Treasury Department Office of 

 

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#### Foreign Assets Control (“OFAC”) at its officialwebsite or any replacement website or other replacement official publication ofsuch list.

####  

### (c)           Neitherthe Company nor any of the Company’s Affiliates acting in any capacity inconnection with the Loan (i) conducts any business or engages in making orreceiving any contribution of funds, goods or services to or for the benefit ofany Person described in clause (b)(ii) above, (ii) deals in, orotherwise engages in any transaction relating to, any property or interests inproperty blocked pursuant to the Executive Order or (iii) engages in orconspires to engage in any transaction that evades or avoids, or has thepurpose of evading or avoiding, or attempts to violate, any of the prohibitionsset forth in any Anti-Terrorism Law.

###  

5.21.        ExistingIndebtedness and Reporto Contracts.

##  

### (a)           Setforth on Schedule 5.21(a) (*ExistingIndebtedness*) is a complete and accurate list of all ExistingIndebtedness that is (i) Working Capital Indebtedness (the “ExistingWorking Capital Indebtedness”) and (ii) Other Indebtedness (includingall Guaranty Obligations) (the “Existing Other Indebtedness”), in eachcase specifying the parties thereto, the outstanding principal amounts thereof,any unborrowed amounts thereof and any guarantors thereof.

###  

### (b)           Setforth on Schedule 5.21(b) (*ExistingIntercompany Indebtedness*) is a complete and accurate list of allIntercompany Indebtedness as of September 30, 2009, specifying the partiesthereto and outstanding principal amounts thereof.  All Existing Intercompany Indebtedness (otherthan Intercompany Indebtedness owed to any Subsidiary in the Gimsa Division bythe Company and Guaranty Obligations by the Company that are permitted by Section 7.16(e) or7.16(h) (*Limitations on Incurrence of AdditionalIndebtedness*)) has been issued or made pursuant to the IntercompanyRevolving Facilities.

###  

### (c)           Setforth on Schedule 5.21(c) (*ExistingHedging Agreements*) is a complete and accurate list of the partiesto which the Company has any liability under Hedging Agreements and thenotional amounts and the Agreement Values thereof, as of the Business Day priorto the date hereof (or such earlier date as mutually agreed prior to theClosing Date between the Company and the Initial Lenders), and the Company hasprovided reasonable documentation supporting the Agreement Values set forth inrespect thereof.

###  

### (d)           Setforth on Schedule 5.21(d) (*ExistingReporto Contracts*) is a complete and accurate list of any outstandingReporto Contract entered into with the Company or any of its Subsidiaries, andthe aggregate principal amount thereof, as of the Business Day prior to thedate hereof.

###  

### (e)           Eachof the Reporting Indebtedness Documentation is a true and correct copy of suchContractual Obligation, and (i) the Company has not entered into anyContractual Obligations in respect of the Reporting Indebtedness other than theReporting Indebtedness Documentation and (ii) the Company has not paid anyfees or made any other payment (and no fee or other payment is payable) inrespect of the Reporting Indebtedness other than as expressly provided in theReporting Indebtedness Documentation.

###  

### (f)            Sincethe date of the audited financial statements of the Company and itsConsolidated Subsidiaries described in Section 4.01(n) (*Delivery of Financial Statements*), 

 

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### neither the Company nor its Subsidiaries haverestructured or Refinanced any Indebtedness, or unwound any other Hedging Agreementsto which they are a party, in each case other than the Indebtedness identifiedin Section 4.01(k) (*Restructured or Refinanced Indebtedness*)or the Existing Loan Obligations.

###  

5.22.        HedgingPolicy.  The Hedging Policy has been approved by theBoard of Directors of the Company (or by a committee duly delegated by suchBoard of Directors that is comprised of two or more members thereof) and iscurrently in effect.

 

5.23.        Collateraland Guaranties Relating to Company Indebtedness.

##  

### (a)           NoIndebtedness of the Company other than the Secured Indebtedness is secured by aLien on any Property of the Company or its Subsidiaries.

###  

### (b)           NoIndebtedness of the Company is guaranteed by the Company’s Subsidiaries.

###  

# ARTICLE VIAFFIRMATIVE COVENANTS

#  

The Company covenants and agrees that for so long asany Loan or other Obligation (other than unasserted contingent indemnificationobligations as to which no claim is known) remains unpaid:

 

6.01.        FinancialStatements and Other Information.

##  

### (a)           TheCompany will deliver to the Administrative Agent:

###  

#### (i)            as soon as available and in any casewithin one hundred twenty (120) days after the end of each Fiscal Year, (x) consolidatedfinancial statements of the Company and its Consolidated Subsidiaries for suchFiscal Year, (y) consolidated financial statements for each Pledged Entityfor such Fiscal Year and (z) unconsolidated financial statements for theCompany for such Fiscal Year (each such entity a “Reporting Entity”), ineach case audited by independent accountants of recognized internationalstanding (without a “going concern” or like qualification or exception andwithout any qualification or exception as to the scope of such audit, providedthat the financial statements of the Company and its Consolidated Subsidiariesmay contain an exception that the independent accountants did not audit thefinancial statements of Grupo Financiero Banorte S.A.B. de C.V.), including anannual audited consolidated balance sheet and the related consolidatedstatements of income, changes in equity and changes in financial positionprepared in accordance with Mexican GAAP (or US GAAP in the case of GrumaCorp.) consistently applied (except as otherwise discussed in the notes to suchfinancial statements), which financial statements shall present fairly, inaccordance with Mexican GAAP (or US GAAP in the case of Gruma Corp.), thefinancial condition of the relevant Reporting Entity as at the end of therelevant Fiscal Year and the results of the operations of such Reporting Entityfor such Fiscal Year; and

####  

#### (ii)           as soon as available and in any eventwithin one hundred twenty (120) days after the end of each Fiscal Year, anEnglish translation of the audited consolidated financial statements of theCompany and its Consolidated Subsidiaries for such Fiscal Year.

 

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### (b)           TheCompany will deliver to the Administrative Agent:

###  

#### (i)            as soon as available and in any casewithin forty-five (45) days after the end of each of the first three (3) FiscalQuarters, (x) consolidated financial statements of the Company and itsConsolidated Subsidiaries for such Fiscal Quarter, (y) consolidatedfinancial statements for each Pledged Entity for such Fiscal Quarter and (z) unconsolidatedfinancial statements for the Company for such Fiscal Quarter, in each caseincluding therein an unaudited consolidated balance sheet and the relatedconsolidated statements of income prepared in accordance with Mexican GAAP (orUS GAAP in the case of Gruma Corp.), consistently applied (except as otherwisediscussed in the notes to such statements), which financial statements shallpresent fairly, in accordance with Mexican GAAP (or US GAAP in the case ofGruma Corp.), the financial condition of the relevant Reporting Entity as atthe end of the relevant Fiscal Quarter and the results of the operations of theReporting Entity for such Fiscal Quarter and for the portion of the Fiscal Yearthen ended except for the absence of complete footnotes and except for normal,recurring year-end accruals and subject to normal year-end adjustments; and

####  

#### (ii)           as soon as available and in any eventwithin forty-five (45) days after the end of each of the first three (3) FiscalQuarters an English translation of the consolidated financial statements of theCompany and its Consolidated Subsidiaries for such Fiscal Quarter.

####  

### (c)           TheCompany will deliver to the Administrative Agent:

###  

#### (i)            concurrently with the delivery ofthe financial statements pursuant to clauses (a)(i) and (b)(i) above,a Quarterly Compliance Certificate, substantially in the form of Exhibit B-1,signed by the chief financial officer and one additional Senior Officer of theCompany, which shall set forth in reasonable detail and in form and substancesatisfactory to the Lenders, the calculations required to determine theLeverage Ratio and the Interest Coverage Ratio as of the date of the financialstatements delivered concurrently with such Quarterly Compliance Certificate;

####  

#### (ii)           concurrently with the delivery of thefinancial statements for a Fiscal Year pursuant to clause (a)(i) above, anAnnual Compliance Certificate, substantially in the form of Exhibit B-2,signed by the chief financial officer and one additional Senior Officer of theCompany:

####  

##### (A)          setting forth in reasonable detail andin a form reasonably satisfactory to the Lenders, the calculations required todetermine the amount of Excess Cash for such Fiscal Year;

#####  

##### (B)           setting forth in reasonable detailthe amount of Available Excess Cash Amount used to finance Capital Expenditurespursuant to Section 7.14(c) (*Limitations on CapitalExpenditures*) and other Restricted Investments pursuant to Section 7.02(b) (*Investments*);

#####  

##### (C)           containing the dates of theClean-Down Periods for such Fiscal Year for all Working Capital Indebtedness ofthe Gruma Corp. Division (other

 

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##### than the Bank ofAmerica Facility) and attaching thereto evidence, in a form reasonablysatisfactory to the Lenders, of such Clean-Downs;

#####  

##### (D)          listing all of the Asset Sales inwhich the Company or its Subsidiaries have engaged during the prior twenty-one(21)-month period ending on the last day of such Fiscal Year, including theamounts of Net Cash Proceeds thereof, any amount of Net Cash Proceeds thereofthat was prepaid to the Lenders and any amount of Net Cash Proceeds thereofthat was invested in long term productive assets used in the Company’s CoreBusiness as well as reasonable detail with respect to such Investment;

#####  

##### (E)           listing all of the Casualty Eventswith respect to the Company or its Subsidiaries during the prior eighteen(18)-month period ending on the last day of such Fiscal Year, including theamounts of Net Cash Proceeds thereof, any amount of Net Cash Proceeds thereofthat was prepaid to the Lenders and any amount of Net Cash Proceeds thereofthat was used to Restore such affected Properties; and

#####  

##### (F)           listing all of the Subsidiaries ofthe Company and the Company’s and each Subsidiaries’ respective ownershippercentages therein;

#####  

#### (iii)          concurrently with the delivery of thefinancial statements for a Fiscal Year pursuant to clause (a)(i) above, acertificate signed by the independent accountants that have audited thefinancial statements described in clause (a)(i) above, stating whetherduring the course of their examination of such financial statements theyobtained knowledge of any Default under Section 7.09 (*Interest Coverage Ratio*) or Section 7.10(*Leverage Ratio*) (whichcertificate may be limited to the extent required by accounting rules orguidelines); and

####  

#### (iv)          concurrently with the delivery of thefinancial statements for a Fiscal Year pursuant to clause (a)(i) above, awritten notice signed by the chief financial officer and one additional SeniorOfficer of the Company (a “CapEx Report”) indicating:

####  

##### (A)          the amount of Capital Expendituresmade during such Fiscal Year;

#####  

##### (B)           the portion of the Permitted CapitalExpenditures Amount to be carried forward from such Fiscal Year to the presentFiscal Year, if any; and

#####  

##### (C)           the amount of Available Excess CashAmount used to finance Capital Expenditures in such Fiscal Year pursuant to Section 7.14(c) (*Limitations on Capital Expenditures*).

#####  

### (d)           Tothe extent not otherwise provided under clause (a) or (b) above, theCompany will furnish to the Administrative Agent, promptly after they arepublicly available, copies of all financial statements and financial reportsfiled by the Company or any of its Subsidiaries with (i) any GovernmentalAuthority (if such statement or reports are required to be filed for thepurpose of being publicly available) or (ii) with any Mexican or othersecurities exchange (including the Bolsa Mexicana de Valores, S.A.B. de C.V.,the New York Stock Exchange and the Luxembourg Stock Exchange) and which arepublicly available.

 

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### (e)           TheCompany will furnish to the Administrative Agent, within twenty (20) BusinessDays after the end of each month (or otherwise promptly if requested in writingby the Administrative Agent), the Agreement Value of its Hedging Agreements asof the last day of such month, together with reasonable supportingdocumentation of the Agreement Value of its Hedging Agreements for the end ofsuch month and for each date during such period on which there was a materialchange in the Agreement Value in respect thereof, including such documentationprovided to the Company by the counterparties to such Hedging Agreements afterreasonable request.

###  

### (f)            TheCompany will deliver to the Administrative Agent, promptly after the furnishingthereof, copies of any statement, report, proposed amendment or request for waiver,or any other similar notice furnished to any holder of Reporting Indebtednessand not otherwise required to be furnished to the Administrative Agent pursuantto this Section 6.01 or Section 6.02(*Notice of Other Events*).

###  

### (g)           TheCompany will furnish to the Administrative Agent, promptly upon request of theAdministrative Agent or any Lender (through the Administrative Agent), suchadditional information regarding the business, financial or corporate affairsof the Company and its Subsidiaries as the Administrative Agent or any Lendermay reasonably request including for know-your-customer and anti-moneylaundering rules and regulations, including the Patriot Act.

###  

### (h)           TheCompany will furnish to the Administrative Agent upon request a complete copy ofthe annual report (Form 5500) of each Plan of the Company or any ERISAAffiliate required to be filed with the Internal Revenue Service.

###  

### (i)            TheCompany will furnish to the Administrative Agent the definitive documentationfor any Permitted Refinancing Indebtedness incurred to Refinance any ReportingIndebtedness within five (5) Business Days of the execution thereof.

###  

### (j)            TheCompany will furnish to the Administrative Agent as soon as available and inany case within five (5) Business Days after the end of the precedingmonth, a listing of the Intercompany Indebtedness, specifying the partiesthereto and outstanding principal amounts thereof, current as of the last dayof the immediately preceding month.

###  

### (k)           TheCompany will furnish to the Administrative Agent as soon as available and inany case within five (5) Business Days after the end of the precedingmonth, the listing of the Reporto Contracts, specifying the parties thereto andoutstanding principal amounts thereof, current as of the last day of theimmediately preceding month.

###  

### (l)            TheAdministrative Agent will promptly deliver to each of the Lenders copies of thedocuments provided to the Administrative Agent by the Company pursuant to this Section 6.01;provided that the failure to make such a delivery by the AdministrativeAgent shall not be deemed a failure by the Company.

###  

6.02.        Noticeof Other Events.  The Company will furnish to theAdministrative Agent, no later than three (3) Business Days after theCompany obtains knowledge thereof (and the Administrative Agent will notifyeach Lender thereof):

 

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### (a)           noticeof any Default or Event of Default, signed by a Senior Officer of the Company,describing such Default or Event of Default and the steps that the Companyproposes to take in connection therewith;

###  

### (b)           noticeof any litigation, claim, action or Proceeding pending or threatened in writingbefore any Governmental Authority (i) against the Company or any of itsSubsidiaries, in which there is a probability of success by the plaintiff onthe merits and which, if determined adversely to the Company or such Subsidiarycould be reasonably expected to have a Material Adverse Effect, (ii) whichcould reasonably be expected to result in liability of the Company and itsSubsidiaries in an aggregate amount exceeding US$20,000,000 (or the US Dollar Equivalentthereof) or (iii) relating to this Agreement or any of the other LoanDocuments or the Intercompany Revolving Facilities or the transactions contemplatedhereby or thereby;

###  

### (c)           noticeof the modification of any consent, license, approval or authorization referredto in Section 4.01(c) (*Authorizations*);

###  

### (d)           noticeof the occurrence of any ERISA Event that, alone or together with any otherERISA Events that have occurred, could reasonably be expected to result inliability of the Company and its Subsidiaries in an aggregate amount exceedingUS$5,000,000 (or the US Dollar Equivalent thereof);

###  

### (e)           noticethat an application has been made to the Secretary of the Treasury for a waiveror modification of the minimum funding standard (including any requiredinstallment payments) or an extension of any amortization period under Section 412of the Code with respect to a Pension Plan;

###  

### (f)            noticethat a material contribution required to be made to a Pension Plan by theCompany or any ERISA Affiliate has not been timely made;

###  

### (g)           noticethat a Pension Plan has failed to meet minimum funding standards to a levelsufficient to give rise to a lien under ERISA or the Code;

###  

### (h)           noticethat a proceeding has been instituted pursuant to Section 515 of ERISA tocollect a material delinquent contribution to a Multiemployer Plan;

###  

### (i)            noticethat the Company or any ERISA Affiliate is required to file with the PBGC the informationrequired under Section 4010 with respect to any Pension Plan; and

###  

### (j)            noticeof any other event or development of which the Company obtains knowledge thathas had or could reasonably be expected to have a Material Adverse Effect.

###  

6.03.        Maintenanceof Existence; Conduct of Business.

##  

### (a)           TheCompany will, and will cause each of its Subsidiaries to: (i) maintain ineffect its corporate existence and all registrations necessary therefor; (ii) takeall necessary actions to maintain all rights, privileges, titles to property,franchises and the like, necessary or desirable in the normal conduct of itsbusiness (as now conducted and as proposed to be conducted), activities oroperations; and (iii) maintain and preserve all of its Property and keep 

 

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### such Property in good working order or condition; provided,however, that this covenant shall not prohibit any transaction by theCompany or any of its Subsidiaries otherwise permitted under Section 7.03(*Mergers, Consolidations, Sales and Leases*),nor shall it require any Subsidiary (other than a Material Subsidiary) tomaintain any such right, privilege, title to property or franchise or theCompany to preserve the corporate existence of any Subsidiary (other than aMaterial Subsidiary) if the Company shall determine in good faith that themaintenance or preservation thereof is no longer desirable in the conduct ofthe business of the Company or its Subsidiaries and that the loss thereof couldnot reasonably be expected to have a Material Adverse Effect.

###  

### (b)           TheCompany will, and will cause each of its Material Subsidiaries to, continue toengage only in the Company’s Core Business.

###  

6.04.        Insurance. The Company will, and will cause each of its Subsidiaries to, maintain,and pay all premiums with respect to, insurance with financially sound,responsible and reputable insurance companies in such amounts and covering suchrisks as are usually carried by companies of good repute engaged in similarbusinesses and owning and/or operating properties similar to those owned and/oroperated by the Company or such Subsidiary, as the case may be, in the samegeneral areas in which the Company or such Subsidiary owns and/or operates itsproperties, in accordance with normal industry practice; provided thatthe Company and its Subsidiaries shall not be required to maintain suchinsurance for damaged, obsolete orworn-out equipment or other Property (in each case other than the Collateral)that is no longer used in or useful to the business or if the failure tomaintain such insurance could not reasonably be expected to have a MaterialAdverse Effect.

 

6.05.        Maintenanceof Governmental Approvals.  The Company will, and willcause each of its Material Subsidiaries to, maintain in full force and effectall governmental approvals (including any exchange control approvals),consents, licenses and authorizations which may be necessary or appropriateunder any Requirement of Law for the conduct of its business (except where thefailure to maintain any such approval, consent, license or authorization couldnot reasonably be expected to have a Material Adverse Effect) or for theperformance of any of the Loan Documents or the Intercompany RevolvingFacilities and for the validity or enforceability hereof.  The Company will, and, if applicable, willcause each of its Subsidiaries to, file all applications necessary for, andshall use its reasonable best efforts to obtain, any additional authorizationas soon as possible after determination that such authorization or approval isrequired for the Company or Subsidiary, as applicable, to perform itsobligations under this Agreement or any of the other Loan Documents or theIntercompany Revolving Facilities.

 

6.06.        Useof Proceeds.  The Company will use the proceeds of theLoans to repay the Existing Loan Obligations on the Closing Date.

 

6.07.        Paymentof Obligations.  The Company will, and will cause each of itsSubsidiaries to, pay all taxes, assessments and other governmental charges imposedupon it or any of its Property in respect of any of its franchises, businesses,income or profits before any penalty or interest accrues thereon, and paypromptly all Indebtedness and other obligations or claims (including claims forlabor, services, materials and supplies) for sums that have become due andpayable in accordance with their terms and that by law have or might become aLien 

 

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upon its Property, except(a) if the failure to make such payment has not had and would notreasonably be expected to have a Material Adverse Effect or (b) if suchcharge or claim is being contested in good faith by appropriate provisionpromptly initiated and diligently conducted and if such reserves or other appropriateprovision, if any, as shall be required by Mexican GAAP (or, in the case ofPersons organized under laws of any other jurisdiction, the applicable GAAPtherein) shall have been made therefor.

 

6.08.        Ranking;Priority.  The Company will, and will cause each of itsSubsidiaries to, promptly take all actions as may be necessary to ensure thatits obligations under the Loan Documents will at all times constitute direct,unconditional and general obligations thereof ranking at least *pari passu* in all respects with all otherfuture and present unsecured and unsubordinated Indebtedness of the Company,except such Indebtedness ranking senior by operation of law (and not bycontract or agreement).

 

6.09.        Compliancewith Laws.

 

### (a)           TheCompany will, and will cause each of its Subsidiaries to, comply in allrespects with all applicable Requirements of Law, including all applicableEnvironmental Laws and all Requirements of Law relating to social security andERISA, including INFONAVIT, IMSS and SAR, except (i) where the necessityof compliance therewith is contested in good faith by appropriate proceedingspromptly initiated and diligently conducted and if such reserves or otherappropriate provision, if any, as shall be required by Mexican GAAP (or, in thecase of Persons organized under laws of any other jurisdiction, the applicableGAAP therein) shall have been made therefor or (ii) where anynon-compliance could not reasonably be expected to have a Material AdverseEffect.

###  

### (b)           Notwithstandingthe foregoing, the Company will, and will cause each of its Subsidiaries to,comply in all respects with Requirements of Law relating to or arising frommaintaining the registration of securities with the Mexican Registro Nacionalde Valores (or any substitute registry) and listing of securities in the BolsaMexicana de Valores, S.A.B. de C.V. (or any substitute securities exchange),including filing all statements and reports (financial or otherwise) requiredfrom time to time under applicable laws and regulations in Mexico; provided,however, that if at any time securities issued by the Company cease to be soregistered or listed for any reason, then the Company shall furnish to eachLender (on a non-confidential basis) all such statements and reports (financialor otherwise) that the Company would have been required to file or disclosefrom time to time under applicable laws and regulations in Mexico, had suchsecurities continued to be so registered or listed.

###  

6.10.        Maintenanceof Books and Records.

##  

### (a)           TheCompany will, and will cause each of its Mexican Subsidiaries to, maintainbooks, accounts and other records in accordance with Mexican GAAP, and theCompany will cause its Subsidiaries organized under laws of any otherjurisdiction to maintain their books and records in accordance either with theGAAP of the applicable jurisdiction or Mexican GAAP.

###  

### (b)           TheCompany will, and will cause each of its Material Subsidiaries to, permitrepresentatives of the Administrative Agent or its designee to visit andinspect any of their 

 

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### respective properties and to examine their respectivecorporate, financial and operating books and records, all at such reasonabletimes during normal business hours and as often as may be reasonably desiredupon reasonable advance notice to the Company or such Subsidiary, and one (1) suchvisit per year shall be at the expense of the Company; provided, however,that when a Default or Event of Default exists the Administrative Agent or itsdesignee may do any of the foregoing at any time during normal business hoursand without advance notice; and provided further that when an Event ofDefault exists, all of the foregoing shall be at the expense of the Company.

###  

6.11.        SecurityDocuments.

##  

### (a)           TheCompany will furnish to the Administrative Agent prompt written notice of anychange in (i) the Company’s, any Pledged Entity’s or any IntercompanyLender’s corporate name, (ii) the jurisdiction of organization of theCompany, any Pledged Entity or Intercompany Lender or (iii) the Company’s,any Pledged Entity’s or any Intercompany Lender’s identity or corporatestructure.  The Company agrees not to,and to cause the Pledged Entities not to and not to permit any of the PledgedEntities to, effect or permit any change referred to in the preceding sentenceunless all filings have been made under the UCC or otherwise that are requiredfor the Collateral Agent to continue at all times following such change to havea valid, legal and perfected security interest in the Collateral.

###  

### (b)           Foras long as the Security Documents so provide, within five (5) BusinessDays of any direct or indirect acquisition of any shares of a Pledged Entity (“AdditionalCollateral”), the Company will duly execute and deliver to the CollateralAgent or Trustee, as applicable, such additional pledges, supplements oramendments to existing Security Documents, and other security agreements, andin form and substance satisfactory to the Administrative Agent as are necessaryor desirable to create in favor of the Collateral Agent, for the ratablebenefit of the Secured Parties, a fully perfected, effective, legal, valid andenforceable security interest in, and a fully perfected, effective, valid,legally binding and enforceable first priority Lien on, all right, title andinterest of the Company in such Additional Collateral and the proceeds thereof.

###  

### (c)           Subjectto the provisions of Article IX of the Collateral Agency and IntercreditorAgreement, within five (5) Business Days of a Reinstatement Event thatoccurs on or after a Suspension Date, the Company will create in favor of theCollateral Agent, for the ratable benefit of the Secured Parties, a legal,valid and enforceable first priority security interest in the Collateral andthe proceeds thereof and will (i) take any reasonable action necessary toperfect such Lien on the Collateral and (ii) duly execute and deliver tothe Collateral Agent or Trustee, as applicable, such pledges, securityagreements or other documents, in each case in form and substance satisfactoryto the Administrative Agent, but in any event substantially similar to theinitial Security Documents, as are reasonably necessary or desirable to createin favor of the Collateral Agent, for the ratable benefit of the Secured Parties,a fully perfected, effective, legal, valid and enforceable security interestin, and a fully perfected, effective, valid, legally binding and enforceablefirst priority Lien on, all right, title and interest of the Company in theCollateral and the proceeds thereof.

###  

### (d)           Aspromptly as possible after the Closing Date, but in any event within ten (10) BusinessDays thereof, the Company shall file the Gruma Corp. Pledge with the PublicRegistry 

 

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### of Property and Commerce of the corporate domicile ofthe Company, and, as promptly as possible thereafter but in any event withinninety (90) days of the Closing Date, shall deliver evidence thereof to theAdministrative Agent and the Collateral Agent.

###  

6.12.        [Reserved].

##  

6.13.        WorkingCapital Indebtedness Clean-Down.  The Companywill cause each of the Subsidiaries in the Gruma Corp. Division to repay orprepay in full such Subsidiary’s Working Capital Indebtedness (other than, inthe case of Gruma Corp., the Bank of America Facility) (each such repayment orprepayment, a “Clean-Down”) for a period of not less than fifteen (15)consecutive calendar days (the “Clean-Down Period”) during each FiscalYear ending on or after December 31, 2010; provided that (w) noone Clean-Down Period may begin in one Fiscal Year and end in the subsequentFiscal Year; (x) if any Subsidiary’s Clean-Down Period occurs during thelast fifteen (15) calendar days of any Fiscal Year, the Clean-Down Period forsuch Subsidiary for the following Fiscal Year may not occur during the firstfifteen (15) calendar days of such following Fiscal Year; (y) theClean-Down Period for any Subsidiary may not occur within a period of thirty(30) calendar days immediately following the prior Clean-Down Period for suchSubsidiary; and (z) the proceeds of Indebtedness may not be used toClean-Down any Working Capital Indebtedness.

 

6.14.        IntercompanyIndebtedness.

##  

### (a)           TheCompany will and will cause its Subsidiaries to cause all IntercompanyIndebtedness (other than Intercompany Indebtedness owed to any Subsidiary inthe Gimsa Division by the Company and Guaranty Obligations by the Company thatare permitted by Section 7.16(e) or 7.16(h) (*Limitations on Incurrence of Additional Indebtedness*)) to besubordinated to the Loans pursuant to the Intercompany Subordination Agreementand the Intercompany Trust Agreement and to be evidenced by and issued pursuantto the Intercompany Revolving Facilities. Prior to the issuance of any Intercompany Indebtedness by any Subsidiarythat is not an Intercompany Lender, such Subsidiary shall (i) provide tothe Administrative Agent certified copies of the Organizational Documents ofsuch Subsidiary as are in full force and effect, and such applicable corporatedocumentation evidencing the authority of such Subsidiary (and the signatoriesof such Subsidiary, as applicable) to enter into and perform (x) theIntercompany Revolving Facility and (y) in the case of any Subsidiaryother than Subsidiaries in the Gimsa Division, the Intercompany Trust Agreementand the Intercompany Subordination Agreement and (ii) become a party to (x) anIntercompany Revolving Facility and (y) in the case of any Subsidiaryother than Subsidiaries in the Gimsa Division, the Intercompany Trust Agreementand the Intercompany Subordination Agreement. The Company will treat the Obligations as senior in payment to anyobligations owed to any Subsidiary that is part of the Gimsa Division by theCompany in accordance with Section 7.19(c) (*IntercompanyIndebtedness*)**and will nottake any action that would result in the Obligations not being treated assenior in payment to any obligations owed to any Subsidiary that is part of theGimsa Division by the Company in accordance with Section 7.19(c) (*Intercompany Indebtedness*).

###  

### (b)           Duringthe pendency of any proceeding filed by or against the Company seeking reliefas debtor, or seeking to adjudicate the Company as bankrupt or insolvent, orseeking reorganization, arrangement, adjustment or composition of the Company orits debts under any 

 

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### law relating to bankruptcy, insolvency,reorganization, *concurso mercantil*,  *quiebra*,or relief of debtors, or seeking appointment of a receiver, trustee, assignee,custodian, liquidator or *visitador**, conciliador*or *sindico* or any other similarofficial for the Company or for any substantial part of its property, theCompany will cause each Subsidiary to vote any claims that such Subsidiarymight have based on Intercompany Indebtedness in the same manner as themajority of the third party creditors of the Company.

###  

6.15.        FurtherAssurances.  The Company will, and will cause each of itsSubsidiaries to, at the Company’s own cost and expense, execute and deliver tothe Administrative Agent or the Collateral Agent all such other documents,instruments and agreements and do all such other acts and things as may bereasonably required in the opinion of the Administrative Agent or theCollateral Agent or their respective counsel, to enable the AdministrativeAgent or the Collateral Agent or any Lender to exercise and enforce its rightsunder, and to enable the Administrative Agent, the Collateral Agent, theLenders, the Company or any of the Pledged Entities to carry out the intent ofthis Agreement or the other Loan Documents, and in order to grant, preserve,protect and perfect the validity and first priority of the security interestscreated or intended to be created by the Security Documents, including in eachcase (i) filing UCC and other financing statements, (ii) makingpayments of fees and other charges, (iii) issuing and, if necessary,filing or recording supplemental documentation, including continuationstatements, (iv) discharging all claims or other Liens affecting theCollateral, and (v) publishing or otherwise delivering notice to thirdparties.

 

# ARTICLE VIINEGATIVE COVENANTS

#  

The Company covenants and agrees that for so long asany Loan or other Obligation (other than unasserted contingent indemnificationobligations as to which no claim is known) remains unpaid:

 

7.01.        NegativePledge.  The Company:

 

### (a)           willnot, and will not cause or permit any of its Subsidiaries to, directly orindirectly, create, incur, assume or suffer to exist any Lien upon or withrespect to any of the Collateral (other than any Lien created by the SecurityDocuments); and

###  

### (b)           willnot, and will not cause or permit any of its Subsidiaries (other than any Subsidiarythat is part of the Venezuelan Division) to, directly or indirectly, create, incur, assume orsuffer to exist any Lien upon or with respect to any of its other present orfuture Property, except the following Liens (each a “Permitted Lien”):

###  

#### (i)            any Lien created by the SecurityDocuments (including any Lien created by an amendment thereto in connectionwith the incurrence of Permitted Refinancing Indebtedness in respect ofMandatory Prepayment Indebtedness);

####  

#### (ii)           the Liens in favor of each DerivativeCounterparty or Minor Derivative Counterparty on such Person’s Temporary LoanAccount; provided, however, that such Liens shall be terminatedwithin one (1) day of the Closing Date;

 

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#### (iii)          any Lien on any Property (or, in thecase of a line of credit secured by inventory or accounts receivable, class ofProperty) existing on the date hereof and set forth in Schedule 7.01(*Existing Liens*); providedthat such Liens shall secure only those obligations which they secure on thedate hereof;

####  

#### (iv)          any Lien on any asset securing all orany part of the purchase price of property or assets (excluding inventories)acquired or any portion of the cost of construction, development, alteration orimprovement of any property, facility or asset or Indebtedness incurred orassumed solely for the purpose of financing all or any part of the cost ofacquiring or constructing, developing, altering or improving such property,facility or asset; provided that (A) such Indebtedness is otherwisepermitted by Section 7.16 (*Limitations on Incurrence of Additional Indebtedness*), (B) suchIndebtedness does not exceed the lesser of the cost and the fair market valueof such property, facility or asset, and (C) such Lien attaches solely tosuch property, facility or asset during the period that such property, facilityor asset is being constructed, developed, altered or improved or concurrentlywith or within one hundred twenty (120) days after the acquisition,construction, development, alteration or improvement thereof;

####  

#### (v)           Liens of a Subsidiary existing priorto the time such Subsidiary became a Subsidiary of the Company which (A) donot secure Indebtedness exceeding the aggregate principal amount ofIndebtedness subject to such Lien prior to the time such Subsidiary became aSubsidiary of the Company, (B) do not attach to any Property other thanthe Property attached pursuant to such Lien prior to the time such Subsidiarybecame a Subsidiary of the Company, and (C) were not created incontemplation of such Subsidiary becoming a Subsidiary of the Company;

####  

#### (vi)          any Lien on any Property existingthereon at the time of the acquisition of such Property and not created inconnection with or in contemplation of such acquisition;

####  

#### (vii)         any Lien on any Property (or, in thecase of a line of credit secured by inventory or accounts receivable, class ofProperty) securing an extension, renewal, refunding or replacement ofIndebtedness or a line of credit secured by a Lien referred to in clauses (iii),(iv),(v) or(vi) above or this clause (vii); providedthat (A) the prior Lien was otherwise permitted pursuant to this Agreementat the time of such extension, renewal, refunding or replacement; (B) suchnew Lien is limited to the Property (or, in the case of a line of creditsecured by inventory or accounts receivable, class of Property) which wassubject to the prior Lien immediately before such extension, renewal, refundingor replacement; and (C) the principal amount of Indebtedness or the amountof the line of credit secured by the prior Lien is not increased immediatelybefore or in contemplation of or in connection with such extension, renewal,refunding or replacement;

####  

#### (viii)        any Lien securing taxes, assessments andother governmental charges, the payment of which is not yet due or the paymentof which is being contested in good faith by appropriate proceedings promptlyinitiated and diligently conducted and for which such reserves or otherappropriate provision, if any, as shall be required by Mexican GAAP or, in thecase of Subsidiaries organized under laws of any other jurisdiction, theapplicable GAAP therein, shall have been made;

 

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#### (ix)           Liens incurred or deposits made inthe Ordinary Course of Business in connection with workers’ compensation,unemployment insurance, other types of social security and any Liens imposed byERISA;

####  

#### (x)            statutory Liens of landlords andLiens of carriers, warehousemen, mechanics, materialmen, repairmen or the likearising in the Ordinary Course of Business for sums not yet due or the paymentof which is being contested in good faith by appropriate proceedings promptlyinitiated and diligently conducted and for which such reserves or otherappropriate provision, if any, as shall be required by Mexican GAAP or, in thecase of Subsidiaries organized under laws of any other jurisdiction, theapplicable GAAP therein, shall have been made;

####  

#### (xi)           any Lien created by attachment orjudgment (provided that such attachment or judgment does not constitute anEvent of Default), unless the judgment it secures shall not, within sixty (60)days after the entry thereof, have been discharged or execution thereof stayedpending appeal;

####  

#### (xii)          any Lien on cash, Cash EquivalentInvestments or in the form of a letter of credit, in each case created inconnection with, and posted or granted as required by, a Hedging Agreemententered into in accordance with Section 7.18 (Limitations on Hedging) inan amount not in excess of US$35,000,000 (or the US Dollar Equivalent thereof)in the aggregate at any one time; and

####  

#### (xiii)         Liens created to secure Permitted NewIndebtedness not in excess of US$250,000,000 (or the US Dollar Equivalentthereof) in the aggregate consisting of:

####  

##### (A)          Liens on real or personal property tosecure Permitted New Capital Obligations consisting of Capital Lease Obligationsnot in excess of US$50,000,000 (or the US Dollar Equivalent thereof); providedthat any Lien on real or personal property to secure a Permitted New CapitalObligation consisting of a Capital Lease Obligation shall be on the real orpersonal property leased pursuant to such Capital Lease Obligation; and

#####  

##### (B)           Liens on inventories or accountsreceivable created to secure Permitted New Working Capital Indebtedness, whentaken together with Liens pursuant to clause (b)(xiii)(A) of this Section 7.01,not in excess of US$250,000,000 (or the US Dollar Equivalent thereof), subjectto the restrictions on such Indebtedness in Section 7.16(g) (*Limitations on Incurrence of Additional Indebtedness*);

#####  

provided that, in addition to the foregoingrestrictions, the Company shall not cause, or permit any Pledged Entity to,directly or indirectly, create, incur, assume or suffer to exist any Lien otherthan Permitted Liens that (i) secure Working Capital Indebtedness orPermitted New Capital Obligations consisting of Capital Lease Obligations, orPermitted Refinancing Indebtedness in respect of the foregoing or (ii) arepermitted pursuant to clause (vii) above, in each case,which Permitted Liens shall not secure such Indebtedness of (x) the GimsaDivision in excess of US$250,000,000 , (y) the Gruma Corp. Division inexcess of US$150,000,000 or (z)

 

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the Molinera Division in excess of US$50,000,000, or,in each case, the US Dollar Equivalent thereof.

 

7.02.        Investments. The Company will not, and will not cause or permit any of itsSubsidiaries (other than Subsidiaries that are part of the VenezuelanDivision) to, make,maintain or suffer to exist any Investment, except the following:

 

### (a)           theCompany and its Subsidiaries may make (or, in the case of clause (i) below,maintain) at any time:

###  

#### (i)            AnyInvestment existing on the date hereof (A) as set forth inSchedule 7.02 (*Existing Investments*)if in excess of US$1,000,000 (or the US Dollar Equivalent thereof) and (B) ifless than such amount, included in the financial statements of the Companyand/or its Subsidiaries prior to the date hereof;

####  

#### (ii)           CashEquivalent Investments;

####  

#### (iii)          CapitalExpenditures not to exceed (A) the Permitted Capital Expenditures Amountand (B) any portion of the Permitted Capital Expenditures Amount carriedover in accordance with Section 7.14(b) (*Limitations on Capital Expenditures*);

####  

#### (iv)          Investmentsconsisting of extensions of credit of less than sixty (60) days in the natureof accounts receivable or notes receivable arising from the sale or lease ofgoods or services in the Ordinary Course of Business;

####  

#### (v)           Subjectto Section 7.12(c) (*Fundamental Changes,Limitations on Asset Sales, Asset Exchanges and Acquisitions*), andas long as no Default or Event of Default has occurred and is continuing, orwill occur as a result of such Investment, Investments in the Core Business (otherthan Investments in the Venezuelan Division) made from any Net Cash Proceeds ofa Permitted Company Equity Issuance that is consummated in accordance with Section 7.23(a)(ii) (*Equity Issuances*) that are not required tobe applied to the mandatory prepayment of Mandatory Prepayment Indebtednesspursuant to Section 2.05(e) (*Mandatory Prepayments*);

####  

#### (vi)          Subjectto Section 7.12(c) (*Fundamental Changes,Limitations on Asset Sales, Asset Exchanges and Acquisitions*),Investments in the long-term productive assets used in the Core Business (otherthan Investments in the Venezuelan Division) made from 50% of the Net CashProceeds of an Asset Sale during the relevant Reinvestment Period for suchAsset Sale; provided that (x) no Default or Event of Default has occurredand is continuing, or will occur as a result of such Investment,  (y) a Reinvestment Certificate has beendelivered within the applicable Required Payment Period for such Asset Sale and(z) the Company has made any mandatory prepayments required pursuant to Section 2.05(a) *(Mandatory Prepayments*);

####  

#### (vii)         Investmentsto Restore Property affected by a Casualty Event made from the Net CashProceeds of such Casualty Event and made during the relevant ReinvestmentPeriod for such Casualty Event; provided that (w) no Default orEvent of Default has occurred and is continuing, or will occur as a result ofsuch Investment,  (x) the Companyhas (i) filed an insurance claim in respect of such Casualty Event withinfive (5) Business Days thereof and (ii)

 

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#### delivered a Casualty Certificate within ten (10) Business Daysfollowing the filing of such claim, (y) the Company has made any mandatoryprepayments required pursuant to Section 2.05(c) (*Mandatory Prepayments*) and (z) the aggregate value ofInvestments in respect of any Casualty Event do not exceed (i) US$10,000,000(or the US Dollar Equivalent thereof) unless the written consent of theMajority Lenders has been obtained or (ii) US$55,000,000 (or the US DollarEquivalent thereof) in any event;

####  

#### (viii)        HedgingAgreements permitted by and entered into in accordance with Section 7.16(f) (*Limitations on Incurrence of Additional Indebtedness*) and**Section 7.18 (*Limitations on Hedging*);

####  

#### (ix)           Investmentsin Intercompany Indebtedness permitted by and made in accordance with Sections7.16(e), 7.16(h) or 7.16(j) (*Limitations on Incurrenceof Additional Indebtedness*); and

####  

#### (x)            Investmentsin Subsidiaries, other than Subsidiaries in the Venezuelan Division, consistingof (x) Intercompany Indebtedness Capitalization made prior to January 1,2010 in an aggregate amount not to exceed an amount equal to the sum of (A) theamount of Existing Intercompany Indebtedness set forth on Schedule 5.21(b) (*Existing Intercompany Indebtedness*) and (B) US$30,000,000(or the US Dollar Equivalent thereof) and (y) Intercompany IndebtednessCapitalization in an aggregate amount not to exceed US$30,000,000 (or the USDollar Equivalent thereof) per annum thereafter; and

####  

### (b)           aslong as no Default or Event of Default has occurred and is continuing, or willoccur as a result of such Investment, in any Fiscal Year, if such Fiscal Yearfollows an Excess Cash Year, the Company and its Subsidiaries may make, solelyfrom the Available Excess Cash Amount for such Fiscal Year, RestrictedInvestments (other than Investments in the Venezuelan Division, which shall bedeemed excluded from this Clause (b)) in an amount not to exceed in theaggregate for the Company and its Subsidiaries the Permitted New InvestmentAmount;

###  

provided, however, that notwithstandingany of the foregoing clauses (a) and (b), the Company and its Subsidiaries(other than Subsidiaries that are part of the Venezuelan Division) shall notmake any Investments in the Venezuelan Division.

 

7.03.        Mergers, Consolidations, Sales and Leases. The Company will not, and will not permit or cause any of its MaterialSubsidiaries (other than any Subsidiary that is part of the VenezuelanDivision) to (x) dissolveor liquidate, or (y) merge, amalgamate or consolidate with or into, or (z) convey,transfer or lease all or substantially all of its Property (other than Propertyof any Subsidiary that is part of the Venezuelan Division) (whether now owned or hereinafteracquired) to or in favor of any Person (in each case, whether in onetransaction or a series of transactions), unless (i) the Majority Lendersconsent to such dissolution, liquidation, merger, amalgamation, consolidation,conveyance, transfer or lease and (ii) immediately after giving effect toany dissolution, liquidation, merger, amalgamation, consolidation, conveyance,transfer or lease:

 

### (a)           noDefault or Event of Default has occurred and is continuing; and

 

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### (b)           inthe case of a merger, amalgamation, consolidation, or conveyance, transfer orlease of substantially all of the Company’s Property, any corporation formed byany such merger or consolidation with the Company or the Person which acquiresby conveyance or transfer, or which leases, all or substantially all of theCompany’s Property shall expressly assume in writing the due and punctualpayment of the principal of, and interest on all Obligations, according totheir terms, and the due and punctual performance of all of the covenants andobligations of the Company under this Agreement by an instrument in form andsubstance reasonably satisfactory to the Administrative Agent and shall providean opinion of counsel acceptable to the Administrative Agent, obtained at theCompany’s expense, on which the Administrative Agent and the Lenders mayconclusively rely;

###  

provided that the consent of the Majority Lenders shall not berequired for any merger, consolidation, conveyance, transfer or lease in whicha Material Subsidiary (other than a Pledged Entity or its Subsidiaries) mergeswith any other Subsidiary (other than a Pledged Entity or its Subsidiaries)where the Material Subsidiary is the surviving entity; and

 

providedfurther that, notwithstanding the foregoing,the Company will not, and will not permit or cause any of the Pledged Entitiesor their respective Subsidiaries to (x) dissolve or liquidate, or (y) merge,amalgamate or consolidate with or into, or (z) convey, transfer or leaseall or substantially all of its Property (whether now owned or hereinafteracquired) to or in favor of any Person (in each case, whether in onetransaction or a series of transactions).

 

7.04.        Restricted Payments. The Company will not, and will not cause or permit any of itsSubsidiaries to, declare or make, directly or indirectly, any RestrictedPayment, or incur any obligation (contingent or otherwise) to do so.Notwithstanding the foregoing limitation, and if and to the extent permitted bythis Agreement, the Company or any Subsidiary may declare or make the followingRestricted Payments:

 

### (a)           eachSubsidiary may make Restricted Payments:

###  

#### (i)            tothe Company (and, in the case of such Restricted Payment by a non-wholly-ownedSubsidiary, to eachother owner of capital stock of such Subsidiary on a prorata basisbased on their relative ownership interests);

####  

#### (ii)           consistingof dividend payments or other distributions in respect of such Subsidiary’scapital stock, partnership interest or ownership interest to any otherSubsidiary of the Company (and, in the case of such Restricted Payment by anon-wholly-owned Subsidiary, to each other owner of capital stock of suchSubsidiary on a prorata basis based on their relative ownershipinterests); and

####  

#### (iii)          otherthan as permitted by clauses (i) or (ii) above, as long as no Defaultor Event of Default has occurred and is continuing, to wholly-ownedSubsidiaries (other than any Subsidiary that is part of the VenezuelanDivision) (and, in the case of such Restricted Payment by a non-wholly-ownedSubsidiary, to the Company and any Subsidiary (other than any Subsidiary thatis part of the Venezuelan Division) and to each other owner of capital stock ofsuch Subsidiary on a pro rata basis based on their relative ownershipinterests); provided that such Restricted Payment would be otherwise permittedby 7.02(b) (*Investments*);

 

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### (b)           theCompany and each Subsidiary may declare and make dividend payments or otherdistributions payable solely in the common stock of such Person;

###  

### (c)           aslong as no Default or Event of Default has occurred and is continuing, or wouldoccur as a result of such Restricted Payment, Gimsa may purchase shares of thecapital stock of Gimsa to the extent permitted pursuant to Section 7.02 (*Investments*);

###  

### (d)           aslong as no Default or Event of Default has occurred and is continuing, or wouldoccur as a result of such Restricted Payment, the Company may declare and makedividend payments in respect of its preferred stock; provided that theCompany has made any required mandatory prepayment in connection with theissuance thereof pursuant to Section 2.05(e) (*Mandatory Prepayments*); and

###  

### (e)           aslong as no Default or Event of Default has occurred and is continuing, or wouldoccur as a result of such Restricted Payment, the Company may declare and makedividend payments in respect of its common stock; provided that:

###  

#### (i)            onthe date such dividend payment is declared (A) the Leverage Ratio has beenequal to or less than 3.0:1.0 for the twelve (12)-month period prior to suchdate, (B) at least 40% of the aggregate principal amount of the Loans hasbeen paid and (C) after the date of this Agreement, the Company has madePermitted Company Equity Issuances that have provided Net Cash Proceeds to theCompany of at least US$100,000,000 (or the US Dollar Equivalent thereof) ofcommon stock and has made all mandatory prepayments required by Section 2.05(e) (*Mandatory Prepayments*) in connectiontherewith; and

####  

#### (ii)           theCompany makes a mandatory prepayment in respect of such dividend paymentpursuant to Section 2.05(f) (*Mandatory Prepayments*).

####  

7.05.        Other Agreements. The Company will not, and will not cause or permit any of itsSubsidiaries to enter into, renew, suffer or permit to exist or becomeeffective, any agreement or arrangement with any other Person with respect tothe incurrence of any Indebtedness that contains any covenants (including butnot limited to, affirmative, financial or negative covenants) mandatoryprepayments or events of default that are more restrictive than those set forthherein.

 

7.06.        Burdensome Agreements. The Company will not, and will not cause or permit any of itsSubsidiaries to, create, cause, incur, assume, enter into, renew, extend,suffer or permit to exist on or become effective, any consensual encumbrance orrestriction of any kind or agreement that: (a) expressly prohibits or restricts thepayment of dividends or other distributions to the Company or the making ofloans to the Company or the ability to transfer any of its property or assetsto any of the foregoing, other than in connection with the maintenance, renewalor extension of any agreement listed in Schedule 5.12(b) (*Restrictive Subsidiary Agreements*),provided that (i) the restrictions or prohibitions under such agreementare not increased as a result of such renewal or extension, and (ii) inconnection with any such renewal or extension of an agreement that does notalready contain any such prohibition, the Company will not, and will not permitits Subsidiaries to, agree to or accept the inclusion of such prohibition; (b) subordinatesany Indebtedness (other than Intercompany Indebtedness) owed to 

 

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the Company or its Subsidiaries, or (c) in anyway restricts or otherwise prevents the Company from performing its obligationsunder any Loan Document, provided that any payment or Disposition of Propertyotherwise permitted by this Agreement shall not be deemed to restrict orotherwise prevent the Company from performing its obligations under any LoanDocument.

 

7.07.        Transactions with Affiliates; Arm’sLength Transactions.  The Company will not, and will not cause orpermit any of its Subsidiaries to, enter into, renew or extend or be a party toany transaction or series of related transactions with (a) any Affiliateof the Company, (b) any Joint Venture Partner, or (c) any director orofficer of the Company, except in each case if such transaction is entered intoupon fair and reasonable terms no less favorable to the Company or suchSubsidiary than are obtainable in a comparable arm’s-length transaction with anindependent unrelated third party that is not one of the persons listed in (a),(b) or (c) above.  The Companywill not, and will not cause or permit any of its Subsidiaries to, enter intoany transaction other than on an arm’s length basis.

 

7.08.        No Subsidiary Guarantees of CertainIndebtedness.  The Company will not cause or permit any ofits Subsidiaries, directly or indirectly, to guarantee or otherwise becomeliable or responsible for, in any manner, any Indebtedness of the Company.

 

7.09.        Interest Coverage Ratio. The Company will not permit its Interest Coverage Ratio as of the lastday of any Fiscal Quarter ending after the date of this Agreement to be lessthan the following ratios in the following years:

 
| **Fiscal Year ending   December 31,** | ** ** | **Interest Coverage Ratio** |
|--------------------------------------------|------------|-----------------------------|
| 2009                                       |       | 2.50 to 1.00                |
| 2010                                       |       | 2.50 to 1.00                |
| 2011                                       |       | 2.75 to 1.00                |
| 2012                                       |       | 2.75 to 1.00                |
| 2013                                       |       | 2.75 to 1.00                |
| 2014                                       |       | 2.75 to 1.00                |

 

7.10.        Leverage Ratio. The Company will not permit its Leverage Ratio on any date after thedate of this Agreement to be greater than the following ratios in thefollowing years:

 

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| **Fiscal Year ending   December 31,** | ** ** | **Leverage Ratio** |
|--------------------------------------------|------------|--------------------|
| 2009                                       |       | 5.95 to 1.00       |
| 2010                                       |       | 5.60 to 1.00       |
| 2011                                       |       | 5.00 to 1.00       |
| 2012                                       |       | 4.50 to 1.00       |
| 2013                                       |       | 4.00 to 1.00       |
| 2014                                       |       | 3.60 to 1.00       |

 

7.11.        Limitations on Changes to ConstituentDocuments, Indebtedness, Corporate Existence, Business. The Company will not, and will not cause or permit any of itsSubsidiaries to:

 

### (a)           amend,modify or otherwise change any of its Organizational Documents in any way thatwould adversely affect the Lenders; provided that any amendment,modification or change that would adversely affect the value of Collateral, theIntercompany Indebtedness or the ability of any Lender to enforce its rights inthe Collateral or exercise its rights under the Intercompany Trust Agreementshall be deemed to adversely affect the Lenders;

###  

### (b)           amend,modify or otherwise change the terms of any Reporting Indebtedness (includingthrough an amendment or modification to the Reporting IndebtednessDocumentation or the entry into any Contractual Obligation in respect of theReporting Indebtedness) in any way that would (i) require additionalmandatory prepayments of such Reporting Indebtedness, (ii) require theCompany or its Subsidiaries to incur any Liens, (iii) reduce the weightedaverage maturity of such Reporting Indebtedness, (iv) increase theinterest rate or any other amount payable in respect of such ReportingIndebtedness, (v) require the payment of any fees to the holders of suchReporting Indebtedness (other than nominal amendment and waiver fees in amountsconsistent with market practice at the time such fees are paid), or (vi) in any way that would otherwise adversely affect (x) the economic rightsof the Lenders or (y) the economic obligations of the Company in a moreonerous manner than the terms of such Reporting Indebtedness;

###  

### (c)           takeany action or conduct its affairs in a manner that could reasonably be expectedto result in its corporate existence being ignored by any court of competentjurisdiction or in its assets and/or liabilities being substantivelyconsolidated with those of any other Person in a bankruptcy, reorganization orother insolvency proceeding; or

###  

### (d)           withrespect to the Company, change its accounting policies or tax reportingpractices (other than as permitted by Mexican GAAP) or change the end of itsFiscal Year to a date other than December 31 (regardless of whether suchchange is permitted by Mexican GAAP).

 

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7.12.        FundamentalChanges, Limitations on Asset Sales, Asset Exchanges and Acquisitions.

 

### (a)           TheCompany will not, and will not cause or permit any of its Subsidiaries toconduct any Asset Sales (other than Asset Sales by any Subsidiarythat is part of the Venezuelan Division) except Asset Sales in respect of which (i) theconsideration for such Asset Sale is at least 80% cash and (ii) a mandatoryprepayment is made in accordance with Section 2.05(a) (*Mandatory Prepayments*).

###  

### (b)           Notwithstandingclause (a) above or any other provision of this Agreement, the Companywill not, and will not cause or permit any of its Subsidiaries to (i) Disposeof any of the Collateral at any time or (ii) conduct any Asset Sale (otherthan Asset Sales by any Subsidiary that is part of the Venezuelan Division) inany Fiscal Year if the fair market value of such Asset Sale as evidenced by therelevant sales documentation, when taken together with the aggregate fairmarket value of all other Asset Sales as evidenced by the relevant salesdocumentation (other than Asset Sales by any Subsidiary that is part of theVenezuelan Division) conducted in such Fiscal Year, would exceed US$50,000,000(or the US Dollar Equivalent thereof) in the aggregate for such Fiscal Year.

###  

### (c)           TheCompany and its Subsidiaries may acquire all or substantially all of the assetsor capital stock of any Person (the “Target”) (in each case, a “PermittedAcquisition”) subject to any other limitations under this Agreement and thesatisfaction of each of the following conditions:

###  

#### (i)            theAdministrative Agent shall receive at least fifteen (15) days’ prior writtennotice of such proposed Permitted Acquisition, which notice shall include areasonably detailed description of such proposed Permitted Acquisition;

####  

#### (ii)           suchPermitted Acquisition shall only involve assets comprising a business, or thoseassets of a business, engaged in the Core Business, and which would not subjectthe Administrative Agent or any Lender to regulatory or third party approvalsin connection with the exercise of its rights and remedies under this Agreementor any other Loan Documents other than approvals applicable to the exercise ofsuch rights and remedies with respect to Company prior to such PermittedAcquisition;

####  

#### (iii)          noadditional Indebtedness or other liabilities other than Indebtedness permittedpursuant to Section 7.16 (*Limitations on Incurrenceof Additional Indebtedness*) shall be incurred, assumed or otherwisebe reflected on a consolidated balance sheet of Company and Target after givingeffect to such Permitted Acquisition, except ordinary course trade payables andaccrued expenses;

####  

#### (iv)          thesum of all amounts payable in connection with all Permitted Acquisitions(including, without duplication, all transaction costs and all Indebtedness andliabilities (other than customary indemnities provided by purchasers) incurredor assumed in connection therewith or otherwise reflected on a consolidatedbalance sheet of Company and Target) shall be permitted pursuant to Section 7.02(*Investments*);

####  

#### (v)           atthe time of such Permitted Acquisition and after giving effect thereto, noDefault or Event of Default has occurred and is continuing.

 

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#### (vi)          thebusiness and assets acquired in such Permitted Acquisition shall be free andclear of all Liens (other than Liens permitted pursuant to Section 7.01 (*Negative Pledge*)); and

####  

#### (vii)         withrespect to any Permitted Acquisition where the aggregate consideration(including any assumption of Indebtedness) in connection therewith is equal toor greater than US$40,000,000 (or the US Dollar Equivalent thereof):

####  

##### (A)          Target shall have had a consolidatedEBITDA of greater than negative US$5,000,000 (or the US Dollar Equivalentthereof), pro forma for adjustments reasonably satisfactory to theAdministrative Agent for the trailing twelve-month period preceding the date ofthe Permitted Acquisition, as determined based upon the Target’s financialstatements for its most recently completed fiscal year and its most recentinterim financial period completed within sixty (60) days prior to the date ofconsummation of such Permitted Acquisition; and

#####  

##### (B)           Concurrently with delivery of thenotice referred to in clause (i) above, the Company shall have deliveredto the Administrative Agent:

#####  

a.             a pro forma consolidated balance sheet, income statementand cash flow statement of the Company and its Subsidiaries (the “AcquisitionPro Forma”), based on recent financial statements, which shall be completeand shall fairly present in all material respects the assets, liabilities,financial condition and results of operations of the Company and itsSubsidiaries in accordance with GAAP consistently applied, but taking intoaccount such Permitted Acquisition; and

 

b.             a certificate of the chief financial officer of theCompany to the effect that:  (i) theCompany will be Solvent upon the consummation of the Permitted Acquisition; (ii) theAcquisition Pro Forma fairly presents the financial condition of the Companyand its Subsidiaries (on a consolidated basis) as of the date thereof aftergiving effect to the Permitted Acquisition; and (iii) the Company and itsSubsidiaries have completed their due diligence investigation with respect tothe Target and such Permitted Acquisition, which investigation has producedresults satisfactory to the Company and its Subsidiaries.

 

7.13.        Limitations on Sale Lease-BackTransactions.  The Company will not, and will not cause orpermit any of its Subsidiaries (other than Subsidiaries that are partof the Venezuelan Division) to, directly or indirectly, enter into any Sale Lease-BackTransactions other than Permitted New Capital Obligations that are permitted bySection 7.16(g) (*Limitations on Incurrence of Additional Indebtedness*)consisting of Sale Lease-Back Transactions.

 

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7.14.        Limitationson Capital Expenditures.

 

### (a)           Subjectto clauses (b) and (c) below, the Company will not, and will notcause or permit any of its Subsidiaries to, directly or indirectly, make (or beor become legally or contractually obligated to make) any Capital Expenditures(other than Capital Expenditures in Venezuela by Subsidiaries that are partof the Venezuelan Division) during any Fiscal Year that would cause the aggregate CapitalExpenditures for such year to exceed the Permitted Capital Expenditures Amountfor such Fiscal Year (which amount shall include any Permitted New CapitalObligations consisting of Capital Lease Obligations incurred in such FiscalYear).

###  

### (b)           Tothe extent that the Company and its Subsidiaries do not expend the fullPermitted Capital Expenditures Amount in any given Fiscal Year, the Company andits Subsidiaries will be permitted to carry forward any Unused CapEx to theimmediately following Fiscal Year (but not to any subsequent Fiscal Year); providedthat (i) the Company has delivered the CapEx Report in the present FiscalYear and (ii) no Default or Event of Default has occurred and iscontinuing or would occur after giving effect to such transaction.

###  

### (c)           Inaddition to the foregoing, the Company may, in its discretion, make additionalCapital Expenditures to the extent permitted by Section 7.02(b) (*Investments*); provided that (i) theCompany has delivered the CapEx Report in the present Fiscal Year and (ii) noDefault or Event of Default has occurred and is continuing or would occur aftergiving effect to such Capital Expenditure.

###  

7.15.        Limitations on Voluntary Prepayments ofIndebtedness.  The Company will not, and will not cause orpermit any of its Subsidiaries to, directly or indirectly (a) make anyOptional Other Prepayment of Indebtedness other than Optional Other Prepaymentsfor which a mandatory prepayment is made pursuant to Section 2.05(i) (*Mandatory Prepayments*) if applicable, or (b) makeany payment in violation of any subordination terms of any Indebtedness, otherthan the payment of Venezuelan Non-Recourse Indebtedness by any Subsidiarythat is part of the Venezuelan Division.

 

7.16.        Limitations on Incurrence of AdditionalIndebtedness.  The Company will not, and will not cause orpermit any of its Subsidiaries to, directly or indirectly, create, incur,assume or suffer to exist any Indebtedness; provided that the Companyand its Subsidiaries shall be permitted to incur, assume, or suffer to exist,without duplication:

 

### (a)           Indebtednessunder the Loan Documents;

###  

### (b)           ExistingIndebtedness listed on Schedule 5.21(a) (*Existing Indebtedness*);

###  

### (c)           PermittedRefinancing Indebtedness (provided that, if applicable, the Companymakes any mandatory prepayment required by Section 2.05(h) (*Mandatory Prepayments*));

###  

### (d)           VenezuelanNon-Recourse Indebtedness;

###  

### (e)           VenezuelanRecourse Indebtedness in respect of Indebtedness owed to Persons other than theCompany or its Affiliates in an amount not to exceed US$40,000,000 (or the USDollar Equivalent thereof) outstanding at any one time to the extent suchVenezuelan Recourse 

 

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### Indebtedness is Working Capital Indebtedness, the proceeds of which areused solely for grain purchases (“Permitted Venezuelan Recourse Indebtedness”);

###  

### (f)            theAgreement Value of Hedging Agreements executed in accordance with Section 7.18(*Limitations on Hedging*);

###  

### (g)           Aslong as no Default or Event of Default has occurred and is continuing or wouldoccur after giving effect to such Indebtedness under this clause (g),additional Indebtedness not otherwise permitted by this Section 7.16in an aggregate amount for the Company and its Subsidiaries at any timeoutstanding not to exceed an amount equal to (x) US$250,000,000 (or the USDollar Equivalent thereof) less (y) the aggregate principal amount of allReporto Contracts outstanding at such time (such Indebtedness, “PermittedNew Indebtedness”), to the extent such Permitted New Indebtedness:

###  

#### (i)            iseither unsecured or secured in accordance with Section 7.01(Negative Pledge); and

####  

#### (ii)           consistsof either: (x) Working Capital Indebtedness (excluding Venezuelan RecourseIndebtedness); provided that the Company shall comply with Section 6.13(*Working Capital Indebtedness Clean-Down*)(such Working Capital Indebtedness, “Permitted New Working CapitalIndebtedness”), or (y) no more than US$50,000,000 (or the US DollarEquivalent thereof) of Capital Lease Obligations and/or Sale Lease-BackTransactions related to the Company’s Core Business (collectively, “PermittedNew Capital Obligations”);

####  

### (h)           anyof the following Guaranty Obligations in respect of Indebtedness owed toPersons other than the Company or its Affiliates (provided that solelyfor the purposes of this Section 7.16(h), Grupo Financiero Banorte S.A.B.de C.V. and its Subsidiaries shall not be considered Affiliates of theCompany):

###  

#### (i)            GuarantyObligations of a Subsidiary in respect of obligations of its direct or indirectSubsidiaries that are related to the Core Business; provided that,notwithstanding the foregoing, any Subsidiary that is not part of the VenezuelanDivision may not incur Guaranty Obligations in respect of obligations of anySubsidiary that is part of the Venezuelan Division;

####  

#### (ii)           thePermitted Bancomext Guaranty;

####  

#### (iii)          theGuaranty Obligation incurred by the Company in respect of operating leases ofSubsidiaries that are not part of the Gruma Corp. Division, the Latin AmericanDivisions or the Venezuelan Division; provided that such GuarantyObligation shall not exceed US$25,000,000 (or the US Dollar Equivalentthereof);

####  

#### (iv)          GuarantyObligations of the Company in respect of Indebtedness not to exceedUS$60,000,000 (or the US Dollar Equivalent thereof) outstanding principalamount in the aggregate at any time consisting of:

####  

##### (A)          Working Capital Indebtedness (otherthan Venezuelan Recourse Indebtedness, and including Guaranty Obligations inrespect of Existing Working Capital Indebtedness but excluding the PermittedBancomext Guaranty) or IT

 

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##### Operating Leases ofSubsidiaries that are part of the Gimsa Division, in each case, to the extentpermitted under this clause (iv), which Working Capital Indebtedness and ITOperating Leases shall not exceed US$60,000,000 (or the US Dollar Equivalentthereof) of outstanding principal amount in the aggregate at any time;

#####  

##### (B)                                Working Capital Indebtedness ofSubsidiaries that are part of the Central America Division (including GuarantyObligations in respect of Existing Working Capital Indebtedness but excludingthe Permitted Bancomext Guaranty) to the extent permitted pursuant to thisclause (iv), which Working Capital Indebtedness shall not exceed US$35,000,000(or the US Dollar Equivalent thereof) of outstanding principal amount in theaggregate at any time;

#####  

##### (C)                                Working Capital Indebtedness ofSubsidiaries that are part of the Molinera Division (including GuarantyObligations in respect of Existing Working Capital Indebtedness but excludingthe Permitted Bancomext Guaranty), to the extent permitted pursuant to thisclause (iv), which Working Capital Indebtedness shall not exceed US$20,000,000(or the US Dollar Equivalent thereof) of outstanding principal amount in theaggregate at any time;

#####  

### (i)                                     Other Restructured Indebtedness; and

###  

### (j)                                     Intercompany Indebtedness (i) evidencedby and issued pursuant to the Intercompany Revolving Facilities in accordancewith Section 6.14 (*Intercompany Indebtedness*),(ii) subordinated to the Loans pursuant to the Intercompany SubordinationAgreement and the Intercompany Trust Agreement (other than, in each case,Intercompany Indebtedness owed by the Company to a Subsidiary in the GimsaDivision), and (iii) where all rights of such Intercompany Lender of suchIntercompany Indebtedness (other than Intercompany Indebtedness owed by theCompany to a Subsidiary in the Gimsa Division) have been assigned to theTrustee pursuant to the Intercompany Trust Agreement;

###  

provided that, in addition to the foregoing restrictions, theCompany and its Subsidiaries will not, and will not cause, or permit any of itsSubsidiaries to,  directly or indirectly,create, incur, assume or suffer to exist any Indebtedness otherwise permittedby this Section 7.16 (except Permitted Refinancing Indebtedness that isactually applied within five (5) Business Days to prepay Indebtednessbeing Refinanced (plus the amount of any premium required to be paidunder the terms of the instrument governing such Indebtedness being Refinanced) and any other Indebtedness required tobe prepaid pursuant to Section 2.05 (*Mandatory Prepayments*) (and any breakage costs in connectiontherewith)) if the creation, incurrence, assumption or existence of suchIndebtedness would cause the Leverage Ratio to exceed the limits set in Section 7.10(*Leverage Ratio*) or the InterestCoverage Ratio to be less than the minimum set forth in Section 7.09 (*Interest Coverage Ratio*) on a pro forma basis; and

 

provided further that, in addition to the foregoingrestrictions, the Company shall not cause, or permit any of the Pledged Entities or their direct orindirect Subsidiaries to, directly or indirectly, (x) incur Indebtednessother than Indebtedness permitted under Section 7.16(b), (c), (f), (g), (h)(i) or (j) or (y) create, incur, assume or suffer to existoutstanding Indebtedness in excess of 

 

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US$250,000,000 (or the USDollar Equivalent thereof) at any time in the case of the Gimsa Division,US$200,000,000 (or the US Dollar Equivalent thereof) at any time in the case ofthe Gruma Corp. Division and US$50,000,000 (or the US Dollar Equivalentthereof) at any time in the case of the Molinera Division (including, in eachcase, Indebtedness permitted under Section 7.16(b)).

 

7.17.                        Limitations on ERISA Deficiencies. The Company shall not, and shall not cause or permit any of itsSubsidiaries or any ERISA Affiliate to (i) permit any Pension Plan toincur any “funding deficiency,” whether or not waived, within the meaning of Section 302of ERISA or Section 412 of the Code or (ii) permit or cause theUnfunded Pension Liability of all Pension Plans to exceed, in the aggregate,US$10,000,000 (or the US Dollar Equivalent thereof).

 

7.18.                        Limitations on Hedging.

##  

### (a)                                  The Company will not, and will not causeor permit any Subsidiary to, enter into (or become legally obligated to enterinto) any Hedging Agreement or transaction under any Hedging Agreement that:

###  

#### (i)                                     is for speculative purposes or is withthe aim of obtaining profits based on changing market values;

####  

#### (ii)                                  is based on or associated with the underlyingvalue of a product, interest rate or currency other than those products,interest rates or currencies that are used by the Company or such Subsidiary inthe Ordinary Course of Business;

####  

#### (iii)                               has a notional value that exceeds:

####  

##### (A)                              in the case of a commodity or product,150% of the volume of such commodity or product consumed by the Company or suchSubsidiary during the most recent Measurement Period; or

#####  

##### (B)                                in the case of an interest rate orcurrency, the Company’s or such Subsidiary’s requirements for such interestrate or currency (pursuant to the Company’s or such Subsidiary’s ContractualObligations) for the eighteen (18) months immediately following the date ofsuch Hedging Agreement;

#####  

#### (iv)                              has a tenor of more than eighteen (18)months;

####  

#### (v)                                 would cause the aggregate notional amountof all Hedging Agreements with any single counterparty to exceed US$100,000,000(or the US Dollar Equivalent thereof);

####  

#### (vi)                              is with a counterparty other than aQualified Counterparty; or

####  

#### (vii)                           is in violation of, or otherwise violates, the HedgingPolicy as in effect from time to time;

####  

provided that the Company will be permitted to enter intonon-speculative Hedging Agreements for the purpose of hedging the full amountof the interest rate risk associated with the Loans and 

 

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the Other Restructured Indebtedness if such HedgingAgreements otherwise are in compliance with clauses (i), (ii), (v), (vi) and(vii) above.

 

### (b)                                 The Company will not:

###  

#### (i)                                     permit or cause the effectiveness of theHedging Policy to lapse until all Loans have been repaid;

####  

#### (ii)                                  permit or cause the Hedging Policy topermit hedging for speculative purposes or with the aim of obtaining profitsbased on changing market values;

####  

#### (iii)                               amend or otherwise change the Hedging Policy unless (x) suchamendment or change has been approved by the Board of Directors of the Company(or of a committee duly delegated by such Board of Directors comprised of two (2) ormore members thereof) and (y) the Administrative Agent is provided withwritten notice and copies of such amendment or change to the Hedging Policy nolater than five (5) Business Days after any such amendment or change isapproved as contemplated above.

####  

7.19.                        Intercompany Indebtedness.

##  

### (a)                                  The Company will not, and will not causeor permit any Subsidiary to enter into or maintain any IntercompanyIndebtedness other than (i) Guaranty Obligations permitted by Sections7.16(e) or 7.16(h) (*Limitations on Incurrenceof Additional Indebtedness*) and (ii) Intercompany Indebtednessentered into pursuant to Section 6.14 (*Intercompany Indebtedness*)and that is either (x) owed to any Subsidiary in the Gimsa Division by theCompany or (y) subordinated to the Loans pursuant to the IntercompanySubordination Agreement and the Intercompany Trust Agreement, and where allrights of such Intercompany Lender of such Intercompany Indebtedness (otherthan Intercompany Indebtedness owed to any Subsidiary in the Gimsa Division bythe Company) have been assigned to the Trustee pursuant to the IntercompanyTrust Agreement.

###  

### (b)                                 The Company will not, and will not causeor permit any Subsidiary to, amend or waive any part of the IntercompanyRevolving Facilities in any way that would result in (i) a violation ofthis Agreement or (ii) a change of any kind in the provisions of theIntercompany Revolving Facilities relating to the subordination of theIntercompany Indebtedness.

###  

### (c)                                  Upon the occurrence and during thecontinuation of an Event of Default, the Company will not make any payment toany Subsidiary pursuant to the terms of any Intercompany Indebtedness and willnot take any action which could cause or result in such payment being made.

###  

7.20.                        Material Subsidiaries.  The Companywill not, at any time, permit or cause the Company and its MaterialSubsidiaries to:

 

### (a)                                  own less than 85% of the total assets ofthe Company and its Consolidated Subsidiaries as of the end of the Company’smost recently completed Fiscal Year; or

 

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###  

### (b)                                 generate less than 85% of earnings beforeincome tax and employee statutory profit sharing of the Company and itsConsolidated Subsidiaries as of the end of the Company’s most recentlycompleted Fiscal Year;

###  

provided that at any time, the Company may, by written noticeto the Administrative Agent, amend Schedule 1.01(b) (*Existing Material Subsidiaries*) so as to (x) makeany Subsidiary a Material Subsidiary or (y) remove any Subsidiary fromSchedule 1.01(b) (*Existing MaterialSubsidiaries*) ifsuch Subsidiary (i) does not qualify as a Material Subsidiary pursuant toclauses (a), (b) or (d) of the definition thereof and (ii) isnot required for the Company to meet the conditions specified in clauses (a) and(b) above.

 

7.21.                        Uncertificated Shares.  The Companywill not, at any time, permit or cause Gruma Corp. or Molinera to haveuncertificated shares of capital stock.

 

7.22.                        Reporto Contracts.  The aggregateprincipal amount of all of the Reporto Contracts at any time when takentogether with all Permitted New Indebtedness shall not exceed US$250,000,000(or the US Dollar Equivalent thereof).

 

7.23.                        Equity Issuances.

 

### (a)                                  The Company will not, and will not causeor permit any Subsidiary to, issue any capital stock of the Company or suchSubsidiary, except:

###  

#### (i)                                     the Company may pay dividends in capitalstock of the Company and a Subsidiary of the Company may pay dividends incapital stock of such Subsidiary, in each case in accordance with Section 7.04(b) (*Restricted Payments*); and

####  

#### (ii)                                  the Company may issue capital stock ofthe Company in a primary offering (such issuance a “Permitted Company EquityIssuance”); provided that the Company makes any required mandatoryprepayment pursuant to Section 2.05(e) (*Mandatory Prepayments*).

####  

### (b)                                 For the avoidance of doubt, the Companyshall not cause or permit any Subsidiary to issue any capital stock (other thanto the Company, but only to the extent reasonably necessary in connection withan Intercompany Indebtedness Capitalization permitted under Section 7.02(a)(x) (*Investments*)).

###  

7.24.                        Dilution.  The Companywill not, without the consent of the Lenders required by Section 10.01(b) (*Amendments and Waivers*), permit or cause adecrease in the Company’s ownership of any of the Pledged Entities, whetherthrough the issuance of additional shares of capital stock of a Pledged Entity,Disposition by the Company of any capital stock of a Pledged Entity orotherwise.

 

# ARTICLE VIII

# EVENTS OF DEFAULT

#  

8.01.                        Events of Default.  Any of thefollowing events shall constitute an “Event of Default”:

 

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###  

### (a)                                  Non-Payment. The Company fails to pay (i) when and as required to be paidherein, any amount of principal of any Loan, (ii) within three (3) days after the same becomes due, any interestpayable hereunder or under any other Loan Document or (iii) within five (5) daysafter the same becomes due, any other amount payable hereunder (including anyamount due under any other Loan Document), in each case whether atthe due date thereof or at a date fixed for mandatory prepayment thereof or byacceleration or otherwise; or

###  

### (b)                                 Representation or Warranty. Any representation or warranty by the Company made herein or in anyother Loan Document, or which is contained in any certificate, document orfinancial or other statement by the Company or any Senior Officer of theCompany, furnished at any time under this Agreement or any other Loan Document,is incorrect in any material respect on or as of the date made; or

###  

### (c)                                  Specific Defaults. The Company fails to perform or observe any term, covenant or agreementcontained in Sections 6.02(a) (*Notice of Other Events*), 6.03(a) (*Maintenance of Existence; Conduct of Business*)with respect to the corporate existence of the Company and the Material Subsidiaries,6.05(*Maintenance of Government Approvals*),6.08(*Ranking; Priority*) or 6.11(*Security Documents*) or fails toperform or observe any term, covenant or agreement contained in Article VII(*Negative Covenants*); or

###  

### (d)                                 Other Defaults. The Company fails to perform or observe any other term or covenantcontained in this Agreement or in any other Loan Document (other than asspecified in clauses (a) and (c) above), and such default continuesunremedied for a period of thirty (30) days after the earlier of (a) date upon which written notice thereof isgiven to the Company by the Administrative Agent or any Lender or (b) thedate on which the Company has knowledge thereof; or

###  

### (e)                                  Cross-Default. The Company or any of its Material Subsidiaries (i) fails to makeany payment in respect of any Indebtedness (other than Indebtedness hereunderand under the Notes) having an aggregate principal amount (or its US DollarEquivalent) equal to US$20,000,000 (or the US Dollar Equivalent thereof) ormore when due (whether by scheduled maturity, required prepayment,acceleration, demand, or otherwise) and such failure continues after theapplicable grace period, if any, specified in the agreement or instrumentrelating to such Indebtedness; or (ii) fails to perform or observe anyother condition or covenant, or any other event shall occur or condition exist,under any agreement or instrument relating to such Indebtedness, and suchfailure continues after the applicable grace or notice period, if any,specified in the relevant document on the date of such failure if the effect ofsuch failure, event or condition is to cause, or to permit the holder orholders of such Indebtedness to cause, such Indebtedness to be declared to bedue and payable prior to its stated maturity; or

###  

### (f)                                    Derivative Counterparties Loan Default. There shall have occurred and be continuing an “Event of Default” underthe Derivative Counterparties Loan (as defined therein); or

###  

### (g)                                 Involuntary Proceedings.  (i) Adecree or order by a court having jurisdiction has been entered adjudging theCompany or any Material Subsidiary as bankrupt or insolvent, or approving asproperly filed a petition seeking reorganization, *concurso mercantil*, *quiebra* or 

 

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###  

### bankruptcy of the Company or any Material Subsidiary and such decree ororder shall have continued undischarged and unstayed for a period of sixty (60) consecutive days; or (ii) adecree or order of a court having jurisdiction for the appointment of areceiver or liquidator or *visitador**, conciliador*or *síndico* or trustee or assigneein bankruptcy or insolvency or any other similar official of the Company or anyMaterial Subsidiary or of any substantial part of the Property of the Companyor any Material Subsidiary or for the winding up or liquidation of the affairsof the Company or any Material Subsidiary has been entered, and such decree ororder has continued undischarged and unstayed for a period of sixty (60) consecutive days; or (iii) anywrit or warrant of execution or similar process is issued or levied against anysubstantial part of the Property of the Company or any Material Subsidiary; or

###  

### (h)                                 Voluntary Proceedings. The Company or any Subsidiary institutes proceedings to be adjudicatedbankrupt or consents to the filing of a bankruptcy proceeding against it, orfiles a petition or answer or consent in any proceeding seeking reorganization,*concurso mercantil*, *quiebra* or bankruptcy or consents to the filing of any such petition,or consents to the appointment of a receiver or liquidator or trustee or *visitador*, *conciliador* or*síndico* or assignee in bankruptcy orinsolvency or any other similar official of it or any substantial part of itsProperty, or admits in writing that it is unable to pay its debts, or fails togenerally to pay its debts when they come due or makes a general assignment forthe benefit of creditors; or

###  

### (i)                                     Monetary Judgments. One or more judgments, orders, attachments or embargos, decrees or arbitration awards are entered against theCompany or any of its Subsidiaries involving in the aggregate a liability (tothe extent not covered by independent third-party insurance as to which theinsurer does not dispute coverage) as to any single or related series oftransactions, incidents or conditions, of an amount (or its US DollarEquivalent) equal to US$20,000,000 (or, if in another currency, the US DollarEquivalent thereof), and the same shall remain unsatisfied, unvacated orunstayed pending appeal for a period of sixty (60) consecutive days after the entrythereof; or

###  

### (j)                                     Unenforceability.  Any of theLoan Documents or theIntercompany Revolving Facilitiesat any time is suspended, revoked orterminated (by any Person other than a Lender) or for any reason ceases to bein full force and effect in accordance with its respective terms or the bindingeffect or enforceability thereof, or of the transactionscontemplated thereby,is contested by the Company or its Subsidiaries, or the Company denies that it has any further liabilityor obligation hereunder or thereunder or in respect hereof or thereof, orperformance by the Company under any of the Loan Documents or the IntercompanyRevolving Facilities shall become illegal, or the Company shall assert that anyobligation under a Loan Document or Intercompany Revolving Facility has becomeillegal; or

###  

### (k)                                  Expropriation. Any Governmental Authority Expropriates all or a substantial portion of (x) theProperty of the Company and its Subsidiaries taken as a whole, or of any PledgedEntity taken individually, (y) the common stock of the Company or (z) any of the GimsaCollateral, the Gruma Corp. Collateral or the Molinera Collateral, takenindividually; provided that, solely with respect to any Expropriation ofany Pledged Entity or of the Gimsa Collateral, the Gruma Corp. Collateral orthe Molinera Collateral, an Event of Default will not be deemed to have occurred if the Company(1) pays to the Collateral Agent on behalf of the Secured Parties theproceeds (if any) received as a result of such Expropriation within five (5) BusinessDays of 

 

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### the receipt thereof, (2) identifies in a written notice to theLenders, within five (5) Business Days of such Expropriation, replacementcollateral that will be pledged to the Collateral Agent on behalf of theSecured Parties and is of equal or greater value than an amount equal to thedifference between (x) the fair market value of the Collateral or PledgedEntity that was Expropriated and (y) the amount of proceeds paid to theCollateral Agent on behalf of the Secured Parties, which replacement collateralshall be reasonably acceptable to the Lenders (such replacement collateral, the“Replacement Collateral”) and (3) grants to the Collateral Agentfor the benefit of the Secured Parties a first priority security interest inand a Lien on such Replacement Collateral within thirty (30) days of suchExpropriation; or

###  

### (l)                                     Change of Control. Any Change in Control has occurred; or

###  

### (m)                               Security Documents. At any time a security interest in or Lien upon the Collateral isprovided for under the Security Documents from time to time, the SecurityDocuments cease to be effective or (other than in the case of the IntercompanyTrust Agreement and the Collateral Agency and Intercreditor Agreement) for anyreason fail to create or cease to maintain a duly perfected, effective, valid,legally binding and enforceable first priority Lien and security interest inany of the Collateral or the proceeds thereof, or the first priority securityinterest in or Lien upon the Collateral or the proceeds thereof ceases to beperfected for any reason and is not reperfected within five (5) BusinessDays (other than in accordance with the Security Documents); or any Collateralis subject to any Lien (other than the Lien provided for in the SecurityDocuments); or any beneficiary of any Lien on any Collateral takes any actionto foreclose on such Collateral or any other action inconsistent with thesecurity interest held by the Collateral Agent; or the enforceability of theCollateral Agent’s security interest in or Lien upon any Collateral iscontested or denied in writing by the Company or any of its Subsidiaries; or

###  

### (n)                                 Intercompany Trust Agreement. At any time the assignment of rights pursuant to the Intercompany TrustAgreement (i) shall be or become unenforceable, (ii) shall becontested or denied in writing by any Intercompany Lender or (iii) shallbe contested or denied in writing by any Governmental Authority and suchcontest or denial has not been stayed or rescinded for a period of sixty (60)consecutive days; or

###  

### (o)                                 Government Approval. Any approval, authorization, consent or registration of a GovernmentalAuthority that is at any time necessary to enable the Company to comply withany of its obligations under any of the Loan Documents is revoked, withdrawn,withheld or otherwise not in full force and effect and is not reinstated to thesatisfaction of the Majority Lenders within the earlier of (i) ten (10) daysafter such revocation, withdrawal, withholding or other loss of effectivenessor (ii) the third (3rd) BusinessDay before the day in which it shall be required to enable the Company tocomply with its obligations under the Loan Documents; or

###  

### (p)                                 ERISA.  (i) AnERISA Event has occurred; (ii) the Company, any Subsidiary or any ERISAAffiliate has been notified by the sponsor of a Multiemployer Plan that it hasincurred Withdrawal Liability to such Multiemployer Plan or that suchMultiemployer Plan is in reorganization or is being terminated, partitioned orreorganized; (iii) the Company or an ERISA Affiliate fails to pay, whendue, after the expiration of any applicable grace period, any installmentpayment with respect to its Withdrawal Liability under Section 4201 ofERISA or (iv) the Company, any Subsidiary or any ERISA Affiliate hasincurred any liability in connection 

 

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### with a withdrawal from a Pension Plan subject to Section 4063 ofERISA, such that, in the case of any event described in (i), (ii), (iii) or(iv), the Company, any Subsidiary or any ERISA Affiliate has incurred, in theaggregate and aggregating liabilities resulting from all such events that haveoccurred, liability equal to US$20,000,000 (or the US Dollar Equivalentthereof) or more; or

###  

### (q)                                 Lapse of Process Agent. The Company’s appointment of the Process Agent or the Alternate ProcessAgent shall have lapsed, whether because of nonpayment of fees or otherwise,and such lapse remains unremedied for a period of three (3) Business Daysafter the Company obtains knowledge or receives notice thereof.

###  

8.02.                        Remedies.

 

### (a)                                  If any Event of Default occurs, theAdministrative Agent shall, at the request of, or may with the consent of, theMajority Lenders, take any or all of the following actions:

###  

#### (i)                                     declare the unpaid principal amount of the Loans, all interest accrued and unpaidthereon, and all other Obligations owing or payable hereunder or under anyother Loan Document to be immediately due and payable, without presentment,demand, protest or other notice of any kind, all of which are hereby expresslywaived by the Company; and

####  

#### (ii)                                  exercise on behalf of itself and theLenders all rights and remedies available to it and the Lenders under the LoanDocuments or applicable law;

####  

### (b)                                 Notwithstanding the foregoing, upon theoccurrence of any event specified in Section 8.01(g) (*Involuntary Proceedings*) or 8.01(h) (*Voluntary Proceedings*), the unpaidprincipal amount of the Loans and all interest and other Obligations shallautomatically become due and payable without further act of the AdministrativeAgent or any Lender.

###  

### (c)                                  Notwithstanding the foregoing, if theadministrative agent under the Derivative Counterparties Loan has taken anyaction to accelerate the Derivative Counterparties Loan pursuant to Section 8.02(a)(i) thereof,then the unpaid principal amount of the Loans and all interest and otherObligations shall automatically become due and payable without further act ofthe Administrative Agent or any Lender; provided that the MajorityLenders, by written notice to the Administrative Agent, may rescind suchacceleration; and providedfurther that the rescission of suchacceleration by the Majority Lenders shall not affect the rights of the Lendersin connection with any Event of Default giving rise to such acceleration.

###  

### (d)                                 After the exercise of remedies providedfor in this Section 8.02 (or after the Loans haveautomatically become immediately due and payable), any amounts received onaccount of the Obligations shall be applied by the Administrative Agent in thefollowing order:

###  

#### (i)                                     first, to payment of that portion of theObligations constituting fees, indemnities, expenses and other amounts(including Attorney Costs and amounts payable under Article III (*Taxes, Yield Protection and Illegality*))payable to the Administrative Agent and the Collateral Agent in their respective capacities as such;

 

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#### (ii)                                  second, to payment of that portion of theObligations constituting fees, indemnities and other amounts (other thanprincipal and interest) payable to the Lenders (including Attorney Costs andamounts payable under Article III (*Taxes,Yield Protection and Illegality*)), ratably among them in proportionto the amounts described in this clause (ii) payable to them;

####  

#### (iii)                               third, to payment of that portion of the Obligationsconstituting accrued and unpaid interest on the Loans, ratably among theLenders in accordance with their Pro Rata Share and in proportion to the respectiveamounts described in this clause (iii) payable to them;

####  

#### (iv)                              fourth, to payment of that portion of theObligations constituting unpaid principal of the Loans, ratably among theLenders in accordance with their Pro Rata Share and in proportion to therespective amounts described in this clause (iv) held by them; and

####  

#### (v)                                 last, the balance, if any, after all ofthe Obligations have been indefeasibly paid in full, to the Company or asotherwise required by law.

####  

8.03.                        Rights Not Exclusive.  The rightsprovided for in this Agreement and the other Loan Documents are cumulative andare not exclusive of any other rights, powers, privileges or remedies providedby law or in equity, or under any other instrument, document or agreement nowexisting or hereafter arising.

 

# ARTICLE IX

# THE ADMINISTRATIVE AGENT

#  

9.01.                        Appointment and Authorization. Each Lender hereby irrevocably appoints, designates and authorizes BBVABancomer, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomeras the Administrative Agent under this Agreement, and each Lender herebyirrevocably authorizes the Administrative Agent to take such action on itsbehalf under the provisions of this Agreement and each other Loan Document(including to enter into the Collateral Agency and Intercreditor Agreement onbehalf of all of the Lenders) and to exercise such powers and perform suchduties as are expressly delegated to it by the terms of this Agreement or anyother Loan Document, together with such powers as are reasonably incidentalthereto.  Furthermore, each Lender herebyauthorizes and appoints the Administrative Agent as an agent (*comisionista*) under the terms of Articles 273 and 274 of theMexican Commerce Code (*Código de Comercio*)to execute, deliver and perform any Loan Document to which the AdministrativeAgent is a party, as well as any other document, agreement or instrumentnecessary or convenient for the delivery, perfection, execution and foreclosureof the Loan Documents and any other Collateral or Lien that may be granted inconnection with this Agreement. Notwithstanding any provision to the contrary contained elsewhere inthis Agreement or in any other Loan Document, the Administrative Agent (whichterm used in this sentence and Sections 9.03 (*Liability of Administrative Agent*) and 9.08 (*Indemnification*) shall include referenceto its Affiliates and to its own, and its Affiliates’ officers, directors,employees and agents) shall not have any duties or responsibilities, exceptthose expressly set forth in the Loan Documents, nor shall the AdministrativeAgent have or be deemed to have any fiduciary relationship with any Lender orany Participant, and no implied covenants, functions, responsibilities, duties,obligations or liabilities shall be read into this Agreement or any other 

 

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Loan Document or otherwise exist against theAdministrative Agent.  Without limitingthe generality of the foregoing sentence, the use of the term “agent” hereinand in the other Loan Documents with reference to the Administrative Agent isnot intended to connote any fiduciary or other implied (or express) obligationsarising under agency doctrine of any applicable law.  Instead, such term is used merely as a matterof market custom, and is intended to create or reflect only an administrativerelationship between independent contracting parties.

 

9.02.                        Delegation of Duties.  TheAdministrative Agent may execute any of its duties under this Agreement or anyother Loan Document by or through any one or more sub-agents appointed by it,employees or attorneys-in-fact and shall be entitled to advice of counselconcerning all matters pertaining to such duties.  The Administrative Agent shall not beresponsible for the negligence or misconduct of any agent or attorney-in-factthat it selects with reasonable care.

 

9.03.                        Liability of Administrative Agent. Neither the Administrative Agent nor any of its Affiliates, officers,directors, employees, agents or attorneys in fact shall (a) be liable forany action taken or omitted to be taken by it or any such Person under or inconnection with this Agreement or any other Loan Document or the transactionscontemplated hereby (except for its own gross negligence or willfulmisconduct), or (b) be responsible in any manner to any Lender or anyParticipant for any recital, statement, representation or warranty made by theCompany, or any officer thereof, contained in this Agreement or in any otherLoan Document, or in any certificate, report, statement or other documentreferred to or provided for in, or received by the Administrative Agent underor in connection with, this Agreement or any other Loan Document, or thevalidity, effectiveness, genuineness, enforceability or sufficiency of thisAgreement or any other Loan Document, or for any failure of the Company toperform its obligations hereunder or thereunder.  Except as otherwise expressly stated therein,the Administrative Agent shall not be under any obligation to any Lender or anyParticipant to ascertain or to inquire as to the observance or performance ofany of the agreements contained in, or conditions of, or facts stated in, thisAgreement or any other Loan Document, or to inspect the properties, books orrecords of the Company or any of its Subsidiaries.

 

9.04.                        Reliance by Administrative Agent.

##  

### (a)                                  The Administrative Agent shall beentitled to rely, and shall be fully protected in relying, upon any writing,communication, signature, resolution, representation, notice, consent,certificate, affidavit, letter, telegram, facsimile, telex, teletype ortelephone message, electronic mail message, statement or other document orconversation believed by it to be genuine and correct and to have been signed,sent or made by the proper Person or Persons, and upon advice and statements oflegal counsel (including counsel to the Company), independent accountants andother experts selected by the Administrative Agent.  The Administrative Agent shall be fullyjustified in failing or refusing to take any action under this Agreement or anyother Loan Document unless it shall first receive such advice or concurrence ofthe Majority Lenders as it deems appropriate and, if it so requests, it shallfirst be indemnified to its satisfaction by the Lenders against any and all liabilityand expense which may be incurred by it by reason of failing to take, taking orcontinuing to take any such action.  Asto any matters not expressly provided for in the Loan Documents, theAdministrative Agent shall in all cases be fully protected in acting, or inrefraining from acting, in accordance with a request or consent of the

 

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### Majority Lenders (or such greater number of Lenders as may be expresslyrequired hereby), and such request or consent of the Majority Lenders and anyaction taken or failure to act pursuant thereto shall be binding upon all ofthe Lenders.

###  

### (b)                                 For purposes of determining compliancewith the conditions specified in Section 4.01 (*Conditions to Closing Date*), each Lenderthat has executed this Agreement shall be deemed to have consented to,approved, accepted or to be satisfied with, each document or other mattereither provided by the Company to such Lender for consent, approval, acceptanceor satisfaction, or required thereunder to be consented to or approved by oracceptable or satisfactory to such Lender unless the Administrative Agent shallhave received notice from such Lender prior to the proposed Closing Datespecifying its objection thereto.

###  

9.05.                        Notice of Default.  TheAdministrative Agent shall not be deemed to have knowledge or notice of theoccurrence of any Default or Event of Default, except with respect to Defaultsin the payment of principal, interest and fees required to be paid to theAdministrative Agent for the account of the Lenders, unless an individual ofthe Administrative Agent responsible for the administration of this Agreement shallhave received written notice from a Lender or the Company referring to thisAgreement, describing such Default or Event of Default and stating that suchnotice is a “Notice of Default”.  TheAdministrative Agent will notify the Lenders of its receipt of any suchnotice.  The Administrative Agent shalltake such action with respect to such Default or Event of Default as may bedirected by the Majority Lenders in writing in accordance with Article VIII(*Events of Default*); provided,however, that unless and until the Administrative Agent has received any suchwritten direction, the Administrative Agent may (but shall not be obligated to)take such action, or refrain from taking such action, with respect to suchDefault or Event of Default as it shall deem advisable or in the best interestof the Lenders.

 

9.06.                        Credit Decision.  Each Lenderacknowledges that neither the Administrative Agent nor any of its Affiliates,officers, directors, employees, agents or attorneys-in-fact have made anyrepresentation or warranty to it, and that no act by the Administrative Agenthereinafter taken, including any consent to and acceptance of any assignment orany review of the affairs of the Company and its Subsidiaries, shall be deemedto constitute any representation or warranty by the Administrative Agent to anyLender as to any matter, including whether the Administrative Agent hasdisclosed material information in its possession.  Each Lender represents to the AdministrativeAgent that it has, independently and without reliance upon the AdministrativeAgent and based on such documents and information as it has deemed appropriate,made its own appraisal of and investigation into the business, prospects,operations, property, financial and other condition and creditworthiness of theCompany and its Subsidiaries and all applicable bank regulatory laws relatingto the transactions contemplated hereby, and made its own decision to enterinto this Agreement and to extend credit to the Company hereunder.  Each Lender also represents that it will,independently and without reliance upon the Administrative Agent and based onsuch documents and information as it shall deem appropriate at the time,continue to make its own credit analysis, appraisals and decisions in taking ornot taking action under this Agreement and the other Loan Documents, and tomake such investigations as it deems necessary to inform itself as to thebusiness, prospects, operations, property, financial and other condition andcreditworthiness of the Company and its Subsidiaries.  Except for notices, reports and otherdocuments expressly herein required to be furnished to the 

 

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Lenders by the Administrative Agent, theAdministrative Agent shall not have any duty or responsibility to provide anyLender with any credit or other information concerning the business, prospects,operations, property, financial and other condition or creditworthiness of theCompany which may come into the possession of any of the Administrative Agentor any of their Affiliates, officers, directors, employees, agents orattorneys-in-fact.

 

9.07.                        Failure to Act.  Except forany action expressly required of the Administrative Agent under a Loan Documentto which the Administrative Agent is a party, the Administrative Agent shall inall cases be fully justified in failing or refusing to act under the LoanDocuments unless it shall receive further assurances to its satisfaction fromthe Lenders of their indemnification obligations under Section 9.08(*Indemnification*) against any andall liability and expense that may be incurred by it by reason of taking orcontinuing to take any such action.  Noprovision of any Loan Document shall require the Administrative Agent to takeany action that it reasonably believes to be contrary to a Requirement of Lawor to expend or risk its own funds or otherwise incur financial liability inthe performance of any of its duties thereunder or in the exercise of any ofits rights or powers if it shall have reasonable grounds to believe thatrepayment of such funds or adequate indemnity against such risk or liability isnot reasonably assured to it.

 

9.08.                        Indemnification.

 

### (a)                                  Whether or not the transactionscontemplated hereby are consummated, the Lenders shall indemnify upon demandthe Administrative Agent and its Affiliates, directors, officers, agents andemployees (to the extent not reimbursed by or on behalf of the Company andwithout limiting the obligation of the Company to do so), prorata,and hold the Administrative Agent harmless from and against any and allIndemnified Liabilities; provided, however, that no Lender shallbe liable for the payment to the Administrative Agent of any portion of suchIndemnified Liabilities to the extent determined in a final, nonappealablejudgment by a court of competent jurisdiction to have resulted from theAdministrative Agent’s gross negligence or willful misconduct.  Without limitation of the foregoing, eachLender shall reimburse the Administrative Agent upon demand for its ratableshare of any costs or out-of-pocket expenses (including Attorney Costs)incurred by the Administrative Agent in connection with the preparation,execution, delivery, modification, amendment or enforcement (whether throughnegotiations, legal proceedings or otherwise) of, or legal advice in respect ofrights or responsibilities under, this Agreement, any other Loan Document, orany document contemplated by or referred to herein, to the extent that theAdministrative Agent is not reimbursed for such expenses by or on behalf of theCompany.  The undertaking in this Section 9.08shall survive the payment of all other Obligations and the resignation orremoval of the Administrative Agent.

###  

### (b)                                 In no event shall the AdministrativeAgent be liable under this Agreement or any other Loan Document for anyindirect, special, punitive or consequential loss or damage of any kindwhatsoever, including, but not limited to, lost profits, even if it has beenadvised of the likelihood of such loss or damage, and regardless of the form ofaction, except to the exent such damage is due to the Administrative Agent’sown gross negligence, willful misconduct or bad faith.

 

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### (c)                                  Notwithstanding any provision herein tothe contrary, in no event shall the Administrative Agent be liable for anyfailure or delay in the performance of its obligations under this Agreement orany other Loan Document because of circumstances beyond its control that arenot reasonably foreseeable, including acts of God, flood, war (whether declaredor undeclared), terrorism, fire, riot, strikes or work stoppages for anyreason, embargo, loss or malfunctions of utilities, communications or computer(software or hardware) services, government action, including any laws,ordinances, regulations or the like which restrict or prohibit the providing ofthe services contemplated by this Agreement, and any other causes beyond itscontrol and not reasonably foreseeable, whether or not of the same class orkind as specifically named above, except to the extent such failure or delay isdue to its own gross negligence, willful misconduct or bad faith.

###  

### (d)                                 The undertakings in this Section 9.08shall survive the payment of all other Obligations and the resignation orremoval of the Administrative Agent.

###  

9.09.                        Administrative Agent in its Individual Capacity. BBVA Bancomer, S.A., Institución de Banca Múltiple, Grupo FinancieroBBVA Bancomer and its Affiliates may make loans to, issue letters of credit forthe account of, accept deposits from, acquire equity interests in and generallyengage in any kind of banking, trust, financial advisory, underwriting or otherbusiness with the Company and any of the Company’s Affiliates as though BBVABancomer, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomerwas not the Administrative Agent hereunder and without notice to or consent ofthe Lenders.  The Lenders acknowledgethat, pursuant to such activities, BBVA Bancomer, S.A., Institución de Banca Múltiple,Grupo Financiero BBVA Bancomer or its Affiliates may receive informationregarding the Company or any of its Affiliates (including information that maybe subject to confidentiality obligations in favor of the Company or suchAffiliate) and acknowledge that the Administrative Agent shall be under noobligation to provide such information to them. With respect to its Loans, BBVA Bancomer, S.A., Institución de BancaMúltiple, Grupo Financiero BBVA Bancomer shall have the same rights and powersunder this Agreement as any other Lender and may exercise such rights andpowers as though it were not an Affiliate of the Administrative Agent, and theterms “Lender” and “Lenders” include BBVA Bancomer, S.A., Institución de BancaMúltiple, Grupo Financiero BBVA Bancomer in its individual capacity.

 

9.10.                        Successor Administrative Agent. The Administrative Agent may resign upon thirty (30) days’ writtennotice to the Lenders, and the Administrative Agent may be removed at any timewith or without cause by the Majority Lenders. If the Administrative Agent resigns or is removed under this Agreement,the Majority Lenders shall appoint from among the Lenders a successor agent forthe Lenders, which successor agent shall be subject to the prior approval ofthe Company at all times other than during the existence of an Event of Default(which consent of the Company shall not be unreasonably withheld ordelayed).  If no successor agent isappointed prior to the effective date of the resignation of the relevantexisting Administrative Agent or the Majority Lenders’ election to remove suchexisting Administrative Agent, then such existing Administrative Agent mayappoint, after consulting with the Lenders and the Company, a successor agentfrom among the Lenders.  Upon theacceptance of its appointment as the successor agent hereunder, such successoragent shall thereupon succeed to and become vested with all the rights, powersand duties of the retiring Administrative Agent, such retiring 

 

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Administrative Agent’s appointment, powers and dutiesas Administrative Agent shall be terminated, and the term “Administrative Agent”shall mean such successor agent.  Afterthe Administrative Agent’s resignation or removal hereunder as AdministrativeAgent, the provisions of this Article IX and Sections 10.04 (*Costs and Expenses*) and 10.05(*Indemnification by the Company*)shall inure to its benefit as to any actions taken or omitted to be taken by itwhile it was Administrative Agent under this Agreement.  If no successor agent has acceptedappointment as Administrative Agent by the date which is thirty (30) daysfollowing a retiring Administrative Agent’s notice of resignation or removal,the retiring Administrative Agent’s resignation or removal shall neverthelessthereupon become effective and the Lenders shall perform all of the duties ofthe Administrative Agent hereunder until such time, if any, as the MajorityLenders appoint a successor agent as provided for above.

 

9.11.                        The Bookrunners and Arrangers. The Bookrunners and the Arrangers shall have no right, power,obligation, liability, responsibility or duty under this Agreement other thanthe right to indemnity under Section 10.05 (*Indemnificationby the Company*). Each Lender acknowledges that it has not relied,and will not rely, on any Bookrunner or Arranger in deciding to enter into thisAgreement or in taking or not taking action hereunder.

 

# ARTICLE X

# MISCELLANEOUS

#  

10.01.                  Amendments and Waivers.

 

### (a)                                  No amendment or waiver of any provisionof this Agreement or any other Loan Document, and no consent to any departureby the Company therefrom, shall be effective unless the same shall be inwriting and signed by the Majority Lenders and the Company and acknowledged bythe Administrative Agent, and then any such waiver or consent shall beeffective only in the specific instance and for the specific purpose for whichgiven; provided, however, that no such waiver, amendment orconsent shall, unless signed by all of the Lenders and the Company andacknowledged by the Administrative Agent, do any of the following:

###  

#### (i)                                     postpone or delay any date fixed by thisAgreement or any Note for any payment of principal, interest, fees or otheramounts hereunder or under any other Loan Document;

####  

#### (ii)                                  reduce the principal of, or the rate ofinterest specified herein on, any Loan, or reduce the amount or change themethod of calculation of any fees or other amounts payable hereunder or underany other Loan Document;

####  

#### (iii)                               amend, modify or waive any condition set forth in Section 4.01(*Conditions to Closing Date*) or Section 10.08(*Assignments, Participations, Etc*.);

####  

#### (iv)                              amend or modify the definition of “MajorityLenders” or any other provision of this Agreement specifying the percentage ornumber of Lenders required to amend, waive or otherwise modify any rightshereunder or make any determination or take any action hereunder;

####  

#### (v)                                 amend, modify or waive any provision ofthis Section 10.01(a); and

 

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#### (vi)                              amend, modify or waive any provision ofthis Agreement relating to the prorata treatment of the Lendersrequired hereby;

####  

### (b)                                 No amendment, modification or waiver,shall, unless in writing and signed by the Administrative Agent and Lendersholding more than sixty-six and two-thirds percent (66 2/3%) of the thenaggregate unpaid Dollar Amount of the Loans, (i) amend, modify or waiveany covenant set forth in Section 7.09 (*Interest Coverage Ratio*), Section 7.10 (*Leverage Ratio*) or Section 7.24*(Dilution*),(ii) amend, modify or waive any obligation set forth in Section 2.05(*Mandatory Prepayments*) or (iii) amendor modify any of the definitions referred to in the provisions listed inclauses (i) or (ii) above.

###  

### (c)                                  No amendment, waiver or consent shall,unless in writing and signed by the Collateral Agent and all of the Lenders,operate to release the security interest in and Lien on the Collateral createdby the Security Documents (except as expressly provided in the SecurityDocuments) or the contractual rights under the Intercompany Trust Agreement.

###  

### (d)                                 No amendment, waiver or consent shall,unless in writing and signed by the Administrative Agent, the Bookrunner or theCollateral Agent, as applicable, in addition to the Majority Lenders or all theLenders, as applicable, affect the rights or duties of the AdministrativeAgent, the Bookrunner or the Collateral Agent, as applicable, under thisAgreement or any other Loan Document.

###  

10.02.      Notices.

##  

### (a)                                  Except as otherwise expressly providedherein, all notices, requests, demands or other communications to or upon anyparty hereunder shall be in English and in writing (including facsimiletransmission and, subject to clause (c) below, a PDF attachment to anelectronic mail message) and shall be mailed by an internationally recognizedovernight courier service, transmitted by facsimile or electronic mail ordelivered by hand to such party: (i) in the case of the Company, theAdministrative Agent, the Collateral Agent or the Initial Lenders, at itsaddress, facsimile number or electronic mail address set forth on Schedule10.02 (*Notices*) hereof or at suchother address, facsimile number or electronic mail address as such party maydesignate by notice to the other parties hereto, and (ii) in the case ofany Lender other than the Initial Lenders, at its address, facsimile number orelectronic mail address set forth in the Administrative Questionnaire or atsuch other address, facsimile number or electronic mail address as such Lendermay designate by notice to the Company and the Administrative Agent.

###  

### (b)                                 Unless otherwise expressly provided forherein, each such notice, request, demand or other communication shall beeffective upon the earlier to occur of (i) actual receipt and (ii) (A) ifsent by overnight courier service or delivered by hand, when signed for by oron behalf of the party to whom such notice is directed (or, in the case of theAdministrative Agent, when received by the individual responsible foradministration of the Loans), (B) if given by facsimile, when transmittedto the facsimile number specified pursuant to clause (a) above andconfirmation of receipt of a legible copy is received by telephone, returnfacsimile or electronic mail, or (C) if given by any other means, whendelivered at the address specified pursuant to clause (a) above; provided,however, that notices to the Administrative Agent or the CollateralAgent under Article II(*The Loans*), Article III(*Taxes, Yield Protection and Illegality*)and this 

 

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### Article X shall not be effective untilreceived.  Delivery by any Lender byfacsimile transmission or electronic mail of an executed counterpart of anyamendment or waiver or any provision of this Agreement or the Notes or anyother Loan Document to be executed and delivered hereunder shall be effectiveas delivery of a manually executed counterpart thereof.

###  

### (c)                                  Electronic mail and internet websites maybe used only to distribute routine communications, such as financialstatements, Casualty Certificates, Reinvestment Certificates, or anycertificate or document required by Article IV (*ConditionsPrecedent*) (except for each Initial Lender’s Note), Article VI(*Affirmative Covenants*) or Article VII(*Negative Covenants*) and other relatedinformation, and to distribute Loan Documents for execution by the partiesthereto, and may not be used for any other purpose.

###  

### (d)                                 Any agreement of the AdministrativeAgent, the Collateral Agent and the Lenders herein to receive certain noticesby telephone, facsimile transmission or electronic mail is solely for theconvenience and at the request of the Company. The Administrative Agent, the Collateral Agent and the Lenders shall beentitled to rely on the authority of any Person that according to the books andrecords of the Administrative Agent is a Person authorized by the Company togive such notice and the Administrative Agent, the Collateral Agent and theLenders shall not have any liability to the Company or any other Person onaccount of any action taken or not taken by the Administrative Agent, theCollateral Agent or the Lenders in reliance upon such telephonic, facsimile orelectronic mail notice.  The obligationof the Company to repay the Loans shall not be affected in any way or to anyextent by any failure by the Administrative Agent, the Collateral Agent and theLenders to receive written confirmation of any telephonic, facsimile orelectronic mail notice or the receipt by the Administrative Agent, theCollateral Agent and the Lenders of a confirmation which is at variance withthe terms understood by the Administrative Agent, the Collateral Agent and theLenders to be contained in the telephonic, facsimile or electronic mail notice.

###  

10.03.                  No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of theAdministrative Agent, the Collateral Agent or any Lender, any right, remedy,power or privilege hereunder or under any Loan Document, shall operate as awaiver thereof; nor shall any single or partial exercise of any right, remedy,power or privilege hereunder or thereunder preclude any other or furtherexercise thereof or the exercise of any other right, remedy, power orprivilege.  The rights and remediesherein provided are cumulative and not exclusive of any rights or remediesprovided by law.

 

10.04.                  Costs and Expenses.  The Companyagrees:

 

### (a)                                  to pay or reimburse the AdministrativeAgent, the Collateral Agent and the Initial Lenders (i) upon demand forall reasonable and documented costs and expenses (including Attorney Costs)incurred by the Administrative Agent, the Collateral Agent or the InitialLenders in connection with the Existing Loan Obligations and the preparation,negotiation, administration and execution of the Loan Documents (whether or notconsummated) and (ii) within five (5) Business Days after demand forall reasonable and documented costs and expenses incurred by the AdministrativeAgent, the Collateral Agent or the Lenders in connection with any amendment,supplement, waiver or modification requested by the Company (in each case,whether or not consummated) to this Agreement or any other Loan Document,including 

 

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### Attorney Costs incurred by the Administrative Agent, the CollateralAgent or the Lenders with respect thereto; provided that the obligationof the Company with respect to the reimbursement of Attorney Costs in the caseof each of clauses (i) and (ii) above shall in any event be limitedto one (1) US counsel and one (1) local Mexican counsel; and

###  

### (b)                                 to pay or reimburse the AdministrativeAgent, the Collateral Agent and each Lender within five (5) Business Daysafter demand for all reasonable costs and expenses (including Attorney Costs)incurred by them in connection with the enforcement, attempted enforcement, orpreservation of any rights or remedies under this Agreement or any other LoanDocument during the existence of an Event of Default or after acceleration ofthe Loans (including in connection with any “workout” or restructuringregarding the Loans, and including in any insolvency or bankruptcy proceedinginvolving the Company).

###  

10.05.                  Indemnification by the Company. Whether or not the transactions contemplated hereby are consummated, theCompany agrees to indemnify and hold harmless the Administrative Agent, theBookrunner, the Collateral Agent, each Lender and their respective Affiliates,directors, officers, employees, counsel, agents and attorneys-in-fact(collectively the “Indemnitees”) from and against: (a) any and alldirect, punitive and consequential damages, claims, demands, actions or causesof action that are asserted against any Indemnitee by any Person relating,directly or indirectly, to a claim, demand, action or cause of action that suchPerson asserts or may assert against the Company or any of its respectiveofficers or directors, (b) any and all claims, demands, expenses(including Attorney Costs), actions or causes of action that may at any time(including at any time following repayment of the Obligations and theresignation of the Administrative Agent or the Collateral Agent or the replacement of any Lender) beasserted or imposed against any Indemnitee, arising out of or relating to, theLoan Documents (including the preparation, negotiation, execution andadministration thereof), the use or contemplated use of the proceeds of anyLoan, or the relationship of the Administrative Agent, theCollateral Agent andthe Lenders under this Agreement or any other Loan Document, (c) anyadministrative or investigative proceeding by any Governmental Authorityarising out of or related to a claim, demand, action or cause of actiondescribed in (a) or (b) above, and (d) any and all liabilities(including liabilities under indemnities), losses, costs or expenses (includingAttorney Costs) that any Indemnitee suffers or incurs as a result of theassertion of any foregoing claim, demand, action, cause of action orproceeding, or as a result of the preparation of any defense in connection withany foregoing claim, demand, action, cause of action or proceeding, in allcases, whether or not an Indemnitee is a party to such claim, demand, action,cause of action or proceeding (all the foregoing, collectively, the “IndemnifiedLiabilities”), in all cases, whether or not caused by or arising, in wholeor in part, out of the negligence of the Indemnitee; provided that noIndemnitee shall be entitled to indemnification for any claim caused by its owngross negligence or willful misconduct or for any loss asserted against it byanother Indemnitee determined in a final, nonappealable judgment by a court ofcompetent jurisdiction.  No Indemniteesshall be liable for any damages arising from the use by others of anyinformation or other materials obtained through any information transmissionsystems in connection with this Agreement, nor shall any Indemnitee have anyliability for any indirect or consequential damages relating to this Agreementor any other Loan Document or arising out of its activities in connectionherewith or therewith (whether before or after the Closing Date).  All amounts due under this Section 10.05shall be payable within ten (10) Business Days after demand therefor.  

 

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The agreements in this Section 10.05shall survive the repayment of all Obligations and, in the case of theAdministrative Agent, the Administrative Agent’s removal or resignation.

 

10.06.                  Payments Set Aside.  To the extentthat the Company makes a payment to the Administrative Agent, the CollateralAgent or any Lender, or the Administrative Agent, the Collateral Agent or anyLender exercises its right of set-off, and such payment or the proceeds of suchset-off or any part thereof are subsequently invalidated, declared to befraudulent or preferential, set aside or required (including pursuant to anysettlement entered into by the Administrative Agent, the Collateral Agent orsuch Lender in its discretion) to be repaid to a trustee, receiver or any otherparty, in connection with any insolvency, “*concursomercantil*” or bankruptcy proceeding involving the Company orotherwise, then (a) to the extent of such recovery the obligation or partthereof originally intended to be satisfied shall be revived and continued infull force and effect as if such payment had not been made or such set-off hadnot occurred, and (b) each Lender severally agrees to pay to theAdministrative Agent and the Collateral Agent upon demand its Pro Rata Share ofany amount so recovered from or repaid by the Administrative Agent.

 

10.07.                  Successors and Assigns.  Theprovisions of this Agreement shall be binding upon and inure to the benefit ofthe parties hereto and their respective successors and assigns, except that theCompany may not assign or transfer any of its rights or obligations under thisAgreement without the prior written consent of the Administrative Agent andeach Lender (and any attempted assignment or transfer by the Company withoutsuch consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed toconfer upon any Person (other than the parties hereto, their respectivesuccessors and assigns permitted hereby and, to the extent expresslycontemplated hereby, the Indemnitees) any legal or equitable right, remedy or claimunder or by reason of this Agreement.

 

10.08.      Assignments, Participations, Etc.

##  

### (a)                                  Any Lender may, at any time, assign toone or more assignees, other than the Company or any of its Affiliates orSubsidiaries, (each an “Assignee”) all or any part of its Loan and theother rights and obligations of such Lender hereunder, in a minimum amount ofUS$5,000,000.  The Company and the Administrative Agentmay continue to deal solely and directly with such Lender in connection withthe interest so assigned to an Assignee and the assignment will not beeffective until:  (i) written noticeof such assignment, together with payment instructions, addresses and relatedinformation with respect to the Assignee, shall have been given to the Companyand the Administrative Agent by the assigning Lender and the Assignee; (ii) theassigning Lender and its Assignee shall have delivered to the Company and theAdministrative Agent an Assignment and Acceptance substantially in the form of Exhibit C(an “Assignment and Acceptance”), together with any Note subject to suchassignment; and (iii) the assigning Lender or the Assignee has paid to theAdministrative Agent a processing fee in the amount of US$3,500 (suchprocessing fee being payable for all assignments, including, but not limitedto, an assignment by a Lender to another Lender).

###  

### (b)                                 From and after the date that theAdministrative Agent notifies the assigning Lender that it has received (andprovided its consent with respect to) an executed Assignment and Acceptance andpayment of the processing fee, (i) the Assignee thereunder shall be aparty 

 

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###  

### hereto and, to the extent that rights and obligations hereunder havebeen assigned to it pursuant to such Assignment and Acceptance, shall have therights and obligations of a Lender under the Loan Documents, and (ii) theassigning Lender shall, to the extent that rights and obligations hereunder andunder the other Loan Documents have been assigned by it pursuant to such Assignmentand Acceptance, relinquish its rights and be released from its obligationsunder the Loan Documents.

###  

### (c)                                  The Administrative Agent, acting solelyfor this purpose as an agent of the Company, shall maintain at theAdministrative Agent’s Payment Office a copy of each Assignment and Acceptancedelivered to it and a register for the recordation of the names and addressesof the Lenders, and principal amount of the Loans owing to, each Lenderpursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall beconclusive, absent manifest error, and the Company, the Administrative Agentand the Lenders may treat each Person whose name is recorded in the Registerpursuant to the terms hereof as a Lender hereunder for all purposes of thisAgreement, notwithstanding notice to the contrary.  The Register shall be available forinspection by the Company and any Lender, at any reasonable time and from timeto time upon reasonable prior notice.

###  

### (d)                                 Within ten (10) Business Days afterits receipt of notice by the Administrative Agent that it has received anexecuted Assignment and Acceptance and payment of the processing fee, theCompany shall execute and deliver to the Administrative Agent a new Note orNotes in the amount of such Assignee’s assigned Loan and, if the assigningLender has retained a portion of its Loan, replacement Notes for the assignorLender (such Notes to be in exchange for, but not in payment of, the Notes heldby the assigning Lender).  Immediatelyupon each Assignee’s making its processing fee payment under the Assignment andAcceptance, this Agreement shall be deemed to be amended to the extent, butonly to the extent, necessary to reflect the addition of the Assignee and theresulting adjustment of the Loansarising therefrom.

###  

### (e)                                  Any Lender (the “originating Lender”) mayat any time sell to one or more commercial banks or other Persons, other thanthe Company or any of its Affiliates or Subsidiaries, (a “Participant”)participating interests in all or any part of its Loan (each a “Participation”);provided, however, that (i) the originating Lender’sobligations under this Agreement shall remain unchanged, (ii) theoriginating Lender shall remain solely responsible for the performance of suchobligations, (iii) the Company and the Administrative Agent shall continueto deal solely and directly with the originating Lender in connection with theoriginating Lender’s rights and obligations under this Agreement and the otherLoan Documents and (iv) no Lender shall transfer or grant anyparticipating interest under which the Participant has rights to approve anyamendment to, or any consent or waiver with respect to, this Agreement or anyother Loan Document, except to the extent such amendment, consent or waiver wouldrequire unanimous consent of the Lenders as described Section 10.01(a) (*Amendments and Waivers*).  In the case of any such participation, theLender selling such participation shall be entitled to agree to pay over to theParticipant any amounts paid to such Lender pursuant to Section 3.01(*Taxes*), Section 3.04(*Increased Costs and Reduction of Return*)and Section 3.05(*Funding Losses*) and if amountsoutstanding under this Agreement are due and unpaid, or shall have beendeclared or shall have become due and payable upon the occurrence of an Eventof Default, each Participant shall, to the fullest extent permitted by law, bedeemed to have the right of set-off in respect of its participating interest inamounts owing under this 

 

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### Agreement to the same extent as if the amount of its participatinginterest were owing directly to it as a Lender under this Agreement; providedthat such agreement or instrument may provide that such Lender will not,without the consent of the Participant, agree to any amendment, waiver or othermodification that would (x) postpone any date upon which any payment ofmoney is scheduled to be paid to such Participant or (y) reduce theprincipal, interest, fees or other amounts payable to such Participant.  Subject to clause (f) of this Section 10.08,the Company agrees that each Participant shall be entitled to the benefits of Section 3.01(*Taxes*), Section 3.04(*Increased Costs and Reduction of Return*)and Section 3.05(*Funding Losses*) to the sameextent as if it were a Lender and had acquired its interest by assignmentpursuant to clause (a) of this Section 10.08.  To the fullest extent permitted by law, eachParticipant also shall be entitled to the benefits of Section 10.10(*Set-off*) as though it were aLender; provided such Participant agrees to be subject to Section 2.11(*Sharing of Payments, Etc*.) as though it were a Lender.

###  

### (f)                                    Except if an Event of Default hasoccurred and is continuing, no Assignee or Participant shall be entitled toreceive any greater payment under Section 3.01 (*Taxes*), Section 3.04 (*Increased Costs and Reduction of Return*), Section 3.05(*Funding Losses*) or Section 3.06(*Reserves on Loans*) than theapplicable Lender would have been entitled to receive with respect to therights transferred or participated, unless such transfer or participation ismade with the Company’s prior written consent or at a time when thecircumstances giving rise to such greater payment did not exist.

###  

### (g)                                 Any Lender may at any time pledge orassign a security interest in all or any portion of its rights under thisAgreement to secure obligations of such Lender, including any pledge orassignment to secure obligations to a Federal Reserve Bank; providedthat no such pledge or assignment shall release a Lender from any of itsobligations hereunder or substitute any such pledgee or assignee for suchLender as a party hereto.

###  

10.09.      Confidentiality.

##  

### (a)                                  Each of the Administrative Agent, theCollateral Agent andthe Lenders agrees to maintain the confidentiality of the Information (asdefined below), except that Information may be disclosed (i) to its andits Affiliates’, directors, officers, employees and agents, includingaccountants, legal counsel and other advisors (it being understood that thePersons to whom such disclosure is made will be informed of the confidentialnature of such Information and instructed to keep such Informationconfidential); (ii) to the extent requested by any regulatory orself-regulatory authority including any securities exchange; (iii) to theextent required by applicable laws or regulations or by any subpoena or similarlegal process; (iv) to any direct or indirect credit insurance provider,insurer, insurance broker or rating agencies relating to the Company and theObligations;  (v) to any other partyto this Agreement; (vi) in connection with the exercise of any remedieshereunder or any suit, action or proceeding relating to this Agreement or theenforcement of rights hereunder; (vii) subject to an agreement containingprovisions substantially the same as those of this Section 10.09(a), to (1) anyAssignee of or Participant in, or any prospective Assignee of or Participantin, any of its rights or obligations under this Agreement or (2) anydirect or indirect contractual counterparty or prospective counterparty (orsuch contractual counterparty’s or prospective counterparty’s professionaladvisor) to any derivative or hedging transaction relating to obligations ofthe Company; (viii) with the consent of the Company; (ix) upon theoccurrence of any Event of Default; or (x) to the extent such

 

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### Information (1) becomes publicly available other than as a resultof a breach of this Section or (2) becomes available to theAdministrative Agent or any Lender on a nonconfidential basis from a sourceother than the Company.  In addition, theAdministrative Agent and the Lenders may disclose the existence of thisAgreement and information about this Agreement to market data collectors,similar service providers to the lending industry, and service providers to theAdministrative Agent and the Lenders in connection with the administration andmanagement of this Agreement, the other Loan Documents, the Participations, andthe Loans.  For purposes of this Section,“Information” means all information received from the Company relatingto the Company and/or its business, other than any such information that isavailable to the Administrative Agent or any Lender on a nonconfidential basisprior to disclosure by the Company; provided that, in the case ofinformation received from the Company after the date hereof, such informationshall be deemed not to be confidential unless it is clearly identified inwriting at the time of delivery as confidential or it is apparent on its facethat such information is confidential. Any Person required to maintain the confidentiality of Information asprovided in this Section shall be considered to have complied with itsobligation to do so if such Person has exercised the same degree of care tomaintain the confidentiality of such Information as such Person would accord toits own confidential information.  This Section 10.09(a) shallsupersede any prior confidentiality agreements entered into between the Companyand the Initial Lenders, and all Information provided prior to the date hereofshall be subject to this Section 10.09(a).

###  

### (b)                                 The Company and each Lender herebyacknowledge that (i) the Administrative Agent will make Informationavailable to the Lenders by posting the Information on Intralinks or anothersimilar electronic system (the “Platform”) and (ii) certain of the Lendersmay be “public-side” Lenders (i.e., Lenders that do not wish to receivematerial non-public information with respect to the Company or its securities)(each, a “Public Lender”).  TheCompany hereby agrees that (w) all Information that is not to be madeavailable to Public Lenders (which Information shall not include the LoanDocuments) shall be clearly and conspicuously marked “PRIVATE” which, at aminimum, shall mean that the word “PRIVATE” shall appear prominently on thefirst page thereof; (x) by not marking the Information as “PRIVATE”,the Company shall be deemed to have authorized the Administrative Agent and theLenders to treat such Information as not containing any material non-publicinformation with respect to the Company, its Subsidiaries or their respectivesecurities for purposes of United States federal and state securities laws; (y) allInformation marked “PRIVATE” is not permitted to be made available through aportion of the Platform designated as “Public Investor”.  The Administrative Agent shall be entitled totreat any Information that is not marked “PUBLIC” as being suitable only forposting on a portion of the Platform not marked as “Public Investor.”  Each Lender hereunder agrees that anydocument posted on the Platform by the Administrative Agent shall be deemed tohave been delivered to the Lenders.

###  

10.10.                  Set-off.  In additionto any rights and remedies of the Lenders provided by law, if an Event ofDefault exists or the Loans have been accelerated, each Lender is authorized atany time and from time to time, without prior notice to the Company, any suchnotice being waived by the Company to the fullest extent permitted by law, toset off and apply any and all deposits (general or special, time or demand,provisional or final in any currency, matured or unmatured) at any time heldby, and other Indebtedness at any time owing by, such Lender to or for thecredit or the account of the Company against any and all Obligations owing tosuch Lender, now or hereafter existing, irrespective of whether or not theAdministrative Agent or such Lender 

 

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shall have made demand under this Agreement or anyLoan Document and although such Obligations may be contingent orunmatured.  Each Lender agrees promptlyto notify the Company and the Administrative Agent after any such set-off andapplication made by such Lender; provided, however, that thefailure to give such notice shall not affect the validity of such set-off andapplication.

 

10.11.                  Notification of Addresses, Lending Offices, Etc. Each Lender and the Collateral Agent shall notify the AdministrativeAgent in writing of any changes in the address to which notices to such Personshould be directed, of addresses of its Lending Office in the case of a Lender,of payment instructions in respect of all payments to be made to it hereunderand of such other administrative information as the Administrative Agent shallreasonably request.

 

10.12.                  Counterparts.  ThisAgreement may be executed in any number of separate counterparts, each ofwhich, when so executed, shall be deemed an original, and all of saidcounterparts taken together shall be deemed to constitute but one and the sameinstrument.  Delivery of an executedcounterpart of a signature page to this Agreement by facsimile orelectronic mail shall be effective as delivery of a manually executedcounterpart of this Agreement.

 

10.13.                  Severability.  Theillegality or unenforceability of any provision of this Agreement or anyinstrument or agreement required hereunder shall not in any way affect orimpair the legality or enforceability of the remaining provisions of thisAgreement or any instrument or agreement required hereunder.

 

10.14.                  Governing Law.  THISAGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OFTHE STATE OF NEW YORK.

 

10.15.                  Consent to Jurisdiction; Waiver of Jury Trial.

##  

### (a)                                  Each of the parties hereto herebyirrevocably and unconditionally submits, in any action or proceeding arisingout of or relating to this Agreement or the transactions contemplated hereby,to the exclusive jurisdiction of any New York State or federal court sitting inNew York City and any appellate court thereof and to the courts of its owncorporate domicile in actions brought against it as defendant (a “SpecifiedCourt”).

###  

### (b)                                 Each of the parties hereto herebyirrevocably waives, to the fullest extent it may effectively do so, the defenseof an inconvenient forum to the maintenance of such action or proceeding, theright to object that any Specified Court does not have any jurisdiction oversuch party, and any right of jurisdiction in such action or proceeding to whichit may otherwise be entitled.

###  

### (c)                                  EACH OF THE PARTIES HERETO HEREBYIRREVOCABLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OFANY LITIGATION BASED UPON, OR ARISING OUT OF, THIS AGREEMENT OR ANY OTHER LOANDOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT OR ACTIONS OFTHE ADMINISTRATIVE AGENT, THE LENDERS OR THE COMPANY RELATING THERETO.

 

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### (d)                                 The Company hereby irrevocably appointsGruma Corporation (the “Process Agent”), with an office on the datehereof at 1159 Cottonwood Ln., Irving, TX 75038, Attention: Vice President ofLegal Services, or, if service cannot be effectuated on the Process Agent, CTCorporation (the “Alternate Process Agent”), with an office on the datehereof at 111 Eighth Avenue, 13th Floor, New York, New York 10011, as its agentto receive on behalf of the Company service of the summons and complaint andany other process which may be served in any action or proceeding brought inany New York state or federal court sitting in New York City.  Such service may be made by mailing ordelivering a copy of such process to the Company, in care of the Process Agentor the Alternate Process Agent, as applicable, at the address specified abovefor the Process Agent or the Alternate Process Agent, as applicable, and theCompany hereby irrevocably authorizes and directs the Process Agent and theAlternate Process Agent, as applicable, to accept such service on itsbehalf.  Such appointment shall becontained in a notarial instrument that complies with the 1940 Protocol onUniformity of Powers of Attorney to be utilized abroad as ratified by theUnited States and Mexico.

###  

### (e)                                  Final judgment in any such action orproceeding shall be conclusive and may be enforced in other jurisdictions bysuit on the judgment or in any other manner provided by law.

###  

10.16.                  Waiver of Immunity.  The Companyacknowledges that the execution and performance of this Agreement and eachother Loan Document is a commercial activity and to the extent that the Companyhas or hereafter may acquire any immunity from any legal action, suit orproceedings, from jurisdiction of any court or from set-off or any legalprocess (whether service or notice, attachment prior to judgment, attachment inaid of execution of judgment, execution of judgment or otherwise) with respectto itself or any of its Property, whether or not held for its own account, theCompany, to the fullest extent permitted by applicable law, hereby irrevocablyand unconditionally waives and agrees not to plead or claim such immunity inrespect of its obligations under this Agreement or any other Loan Document.

 

10.17.                  Payment in Specified Currency; Judgment Currency.

##  

### (a)                                  All payments by the Company to theAdministrative Agent or the Collateral Agent hereunder shall be made in thecurrency due (the “Specified Currency”) and in immediately availablefunds and in such funds as are customary at the time for the settlement ofinternational transactions.

###  

### (b)                                 If for purposes of obtaining judgmentagainst the Company with respect to its obligations under this Agreement or theNotes in any court it is necessary to convert a sum due under this Agreement inthe Specified Currency into another currency (the “Other Currency”), theCompany agrees, to the fullest extent permitted by applicable law, that therate of exchange used shall be that at which in accordance with normal bankingprocedures the Administrative Agent could purchase the Specified Currency withthe Other Currency on the Business Day preceding that on which final judgmentis given.

###  

### (c)                                  The obligation of the Company in respectof any sum due under this Agreement or any Note in the Specified Currencyshall, notwithstanding any judgment in any Other Currency, be discharged onlyto the extent that on the Business Day following receipt by the AdministrativeAgent or the Collateral Agent of any sum adjudged to be so due in the Other 

 

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### Currency the Administrative Agent or the Collateral Agent may inaccordance with normal banking procedures purchase the Specified Currency withthe Other Currency; if the amount of the Specified Currency so purchased isless than the sum originally due to the Administrative Agent or the CollateralAgent in the Specified Currency, the Company hereby agrees, as a separateobligation and notwithstanding any such judgment, to indemnify theAdministrative Agent, the Collateral Agent and the Lenders against such loss.

###  

10.18.                  Change to IFRS.  If theCompany intends or is required to adopt IFRS, the Company and the Lendersshall, at least one hundred and twenty (120) days prior to such adoption,commence to negotiate in good faith with a view to agreeing such writtenamendments to the financial covenants in Sections 7.09 (*Interest Coverage Ratio*) and 7.10(*Leverage Ratio*) and, in eachcase, the definitions used therein and the equivalent definitions in theSecurity Documents, as may be necessary to ensure that the criteria forevaluating the Company’s financial condition (i) not prejudice the Companyin terms of its compliance with the terms of this Agreement more than, and (ii) grantto the Lenders protection equivalent to that which would have been enjoyed, ineach case, had the Company not adopted IFRS (such amendments, the “IFRSAmendments”).  If no writtenagreement with respect to any of the IFRS Amendments is reached within sixty(60) days prior to the Company’s adoption of IFRS, then the Company and theLenders shall submit their differing positions with respect to the IFRSAmendments to a Qualified Accountant selected by the mutual agreement of theparties.  The Qualified Accountant shallconsider only the IFRS Amendments and shall only make a decision with respectthereto that is within the bounds set by the differing positions of the Lendersand the Company.  The Qualified Accountant’sdecision with respect thereto shall be final and binding on the parties heretoand shall be made in writing and notified to the parties hereto at least five (5) BusinessDays prior to the adoption of IFRS by the Company.  Any IFRS Amendments agreed between theCompany and the Lenders or determined by the Qualified Accountant shall takeeffect as of the date of the Company’s adoption of IFRS.  The parties agree that no amendment fee shallbe payable by the Company to the Lenders in respect of any IFRS Amendmentsother than (x) at the request of the Administrative Agent, customary feespayable to administrative agents and (y) payments or reimbursements inaccordance with Section 10.04(a) (*Costs and Expenses*) of reasonable anddocumented costs (including Attorney Costs and the fees of the QualifiedAccountant) incurred by the Administrative Agent, the Collateral Agent or theLenders in connection with such IFRS Amendments.

 

# ARTICLE XI

# THE BOOKRUNNERS

#  

11.01.                  The Bookrunners.  The Companyhereby confirms the designation of BBVA Securities Inc., as a Bookrunner andLead Arranger for this Agreement.  TheBookrunner assumes no responsibility or obligation hereunder for servicing,enforcement or collection of the Obligations, or any duties as agent for theLenders.  The title “Bookrunner” impliesno fiduciary responsibility on the part of the Bookrunner to the AdministrativeAgent, or the Lenders and the use of either such title does not impose on theBookrunner any duties or obligations under this Agreement except as may beexpressly set forth herein.

 

11.02.                  Liability of Bookrunner.  Neither theBookrunner nor any of their respective officers, directors, employees, agents,attorneys-in-fact or Affiliates shall be (a) liable for any 

 

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action lawfully taken or omitted to be taken by them orany such Person under or in connection with this Agreement or any other LoanDocument (except for such Bookrunner’s own gross negligence or willfulmisconduct), or (b) responsible in any manner to any Lender for any recital,statement, representation or warranty made by the Company or any officerthereof, contained in this Agreement or in any other Loan Document, or in anycertificate, report, statement or other document referred to or provided forin, or received by the Bookrunner under or in connection with, this Agreementor any other Loan Document or for the validity, effectiveness, genuineness,enforceability or sufficiency of this Agreement or any other Loan Document orfor any failure of the Company or any other party to any other Loan Document toperform its obligations hereunder or thereunder.  Except as otherwise expressly stated herein,the Bookrunner shall not be under any obligation to any Lender to ascertain orto inquire as to the observance or performance of any of the agreementscontained in, or conditions of, this Agreement or any other Loan Document, orto inspect the properties, books or records of the Company.

 

11.03.                  Bookrunner in their respective Individual Capacities.  Each of theBookrunner, and its Affiliates may make loans to, accept deposits from andgenerally engage in any kind of business with the Company or any of itsAffiliates as though they were not the Bookrunner hereunder.

 

11.04.                  Credit Decision.  Each Lenderexpressly acknowledges that neither the Bookrunner nor any of their respectiveAffiliates, officers, directors, employees, agents or attorneys-in-fact havemade any representation or warranty to it, and that no act by the Bookrunnerhereafter taken, including any review of the affairs of the Company, shall bedeemed to constitute any representation or warranty by the Bookrunner to anyLender.  Each Lender acknowledges to theBookrunner that it has, independently and without reliance upon the Bookrunner,and based on such documents and information as it has deemed appropriate, madeits own appraisal of and investigation into the business, prospects,operations, property, financial and other condition and creditworthiness of theCompany and their Affiliates and made its own decision to enter into thisAgreement.  Each Lender also acknowledgesthat it will, independently and without reliance upon the Bookrunner, and basedon such documents and information as it shall deem appropriate at the time, continueto make its own credit analysis, appraisals and decisions in taking or nottaking action under this Agreement and the other Loan Documents, and to makesuch investigations as it deems necessary to inform itself as to the business,prospects, operations, property, financial and other condition andcreditworthiness of the Company.  TheBookrunner shall not have any duty or responsibility to provide any Lender withany information concerning the business, prospects, operations, property,financial and other condition or creditworthiness of the Company which may comeinto the possession of the Bookrunner or any of their respective officers,directors, employees, agents, attorneys-in-fact or Affiliates.

 

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