**Exhibit 2(b)(5)**

 

**TRANSLATION FOR REFERENCEPURPOSES ONLY**

 

**PUBLIC DEED NUMBER**

** **

**SIXTY THOUSAND EIGHT HUNDREDAND SEVENTY FIVE**

** **

**VOLUME ONE THOUSAND FOURHUNDRED AND SEVENTY TWO**

 

México, DistritoFederal, September eighteen, two thousand nine.

 

I,ROBERTO NÚÑEZ Y BANDERA, Acting Notary Public, Holder of Notary Public Officenumber One of this District, hereby certify:

 

TheDEBT RECOGNITION AND REFINANCING AGREEMENT entered by and between BANCONACIONAL DE COMERCIO EXTERIOR, SOCIEDAD ANÓNIMA DE CAPITAL VARIABLE as the “LENDER”,represented herein by Messrs. Eduardo Muñiz Juárez and Horacio VaqueraGarcía and by GRUMA, SOCIEDAD ANÓNIMA BURSÁTIL DE CAPITAL VARIABLE, representedherein by Messrs. Raúl Alonso Peláez Cano and Guillermo Elizondo Ríos,hereinafter known as the “BORROWER”, and together hereinafter known as the “PARTIES”,within the following antecedents, recitals and clauses:

 

**ANTECEDENTS**

 

**FIRST.- **By public deed number eighty nine thousand nine hundred and thirty five,given in this City, on November twelve, two thousand eight, witnessed byNotary Public number one hundred twenty one of the Federal District, Mr. ArmandoMastachi Aguario, Esq., BORROWER and LENDER entered into a line of creditfor up to an amount of $3,367,000,000.00 (Three Billion Three Hundred And SixtySeven Million Pesos 00/100 Mexican Currency) hereinafter the “CREDIT FACILITY”destined to finance its general corporate purposes (to pay the obligations withtheir Foreign Exchange Derivative Instruments counterparties or any partthereof).

 

Inorder to guarantee prompt payment of the CREDIT FACILITY, with all itsaccessories, as well as compliance with the remaining obligations assumed byBORROWER by virtue of the CREDIT FACILITY, on November eleventh, twothousand eight, BORROWER entered into a Guaranty Service Agreement, with LENDERacting as Secured Lender and Banco de México as Trustee of the FederalGovernment in a Trust known as the Special Fund for Technical Assistance andSecurity for Farming Credits (FEGA). By said agreement, Trustee grantedBORROWER a guarantee service for a Partial CREDIT FACILITY recovery for up toUS$260’000,000.00 (Two Hundred and Sixty Million Dollars US Cy) correspondingto 99% (ninety nine percent) of the CREDIT FACILITY principal amount,hereinafter the FIRA/FEGA GUARANTEE; in that same manner, BORROWER constitutedin favor of LENDER a cash deposit equivalent to 1% (one percent) of theprincipal amount of the CREDIT FACILITY and a deposit equal to two periods ofthe CREDIT FACILITY interests.

 

**RECITALS:**

 

A.BORROWER Represents and Warrants that:

 

I.It is legally organized under the laws of Mexico and duly recorded before thePublic Registry of Commerce of Monterrey, Nuevo León, under mercantile filenumber nine thousand three hundred eighty five.

 

II.It has requested that LENDER enters into and delivers this debt recognition andrefinancing agreement in order to refinance debt and restructure the terms andconditions relevant to the CREDIT FACILITY.

 

III.-At the present, its business and assets only include the liens and encumbrancesmentioned in the certificate issued by the Public Registry of Commerce ofMonterrey, Nuevo León, dated September eight, two 

 

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thousand nine, whichcertificate, after being shown to me, I attach to the Appendix of this Instrumentmarked with the letter “A”  (hereinafterknown as “Exhibit A”); and that the entering into this Agreement and theratifying of its guarantees do not imply the breach of any obligationpreviously contracted by BORROWER or by any other company controlling theshares of or under the control of Borrower.

 

IV.-Due to the dispositions made under the CREDIT FACILITY, at this time, BORROWERowes certain amounts to LENDER, which amounts shall be the subject of this DebtRecognition and Refinancing Agreement.

 

V.-Since it is in the best interest of BORROWER, and because BORROWER is: (i) restructuringits financial obligations with other banks, deriving from financing receivedfrom BNP Paribas, Banco Bilvao Vizcaya Argentaria, S.A., Citibank, N.A.,Coöperative Centrale Raiffeisen-Boerenleenbanl, B.A (Rabobank International) ySociete Generale (hereinafter the SYNDICATED LOAN); (ii) negotiating theconversion of obligations originated by the transactions with foreign exchangederivative instruments into bank credits with JP Morgan Chase Bank, N.A.,Credit Suisse, Deutsche Bank, A.G., Standard Chartered Bank, BNP Paribas,Barclays Bank, ABN, AMRO N.V. and/or their parent companies, affiliates andsubsidiaries (hereinafter the DERIVATIVE LOANS) and; (iii) negotiatinggranting guarantees prorated among the lender banks mentioned in clauses (i) and(ii) hereof, as well as to the holders of Gruma’s 7.75% Perpetual Bonds(seven point seventy five percent) among which New York-Mellon Corporation isacting as common representative of all such title holders,  the Syndicated Loan and the Derivative Loansshall be hereinafter jointly known as the “BANK LOANS” therefore, BORROWER hasrequested from LENDER the entering into this debt recognition and refinancingagreement.

 

B.LENDER Represents and Warrants that:

 

1.-It is legally organized as a national credit institution under thecorresponding Mexican laws.

 

2.It has agreed to enter into this Debt Recognition and Refinancing Agreementrequested by BORROWER.

 

Now,therefore, pursuant to the foregoing, the parties herein agree to thefollowing:

 

CLAUSES:

 

DEBTRECOGNITION:

 

FIRST.-BORROWER herein without any reserve nor any limitation whatsoever expresslyacknowledges the debt owed to the date hereof in favor of LENDER the principalamount derived from the CREDIT FACILITY of $3,367,000,000.00 (THREE BILLIONTHREE HUNDRED SIXTY SEVEN MILLION PESOS 00/100 MEXICAN CURRENCY), hereinafterknown as the “BORROWED AMOUNT” in the understanding that said amount does notinclude any interests, expenses, fees and other accessories of any kind payableby BORROWER to LENDER.

 

REGARDINGTERM AND PAYMENT OF PRINCIPAL:

 

SECOND.-BORROWER binds to pay LENDER the BORROWED AMOUNT in 28 (twenty eight) quarterlyamortizations beginning as of the date of the thirteenth quarter after thefirst anniversary of the day of subscription of this Agreement according to thepayment schedule presented before me herein, which copy I attach to theappendix of this notarial record under the same number of this instrument andmark with the letter “B” (hereinafter Exhibit “B”).

 

BORROWERbinds to pay LENDER the principal plus any interests and accessories of the “BORROWEDAMOUNT” as follows:

 

BORROWERwithout the need of a previous or collection notice, shall make all payments inPESOS Mexican Currency, by deposit or wire transfer to account number08700006949 (cero, eight, seven, cero, cero, cero, cero, six, nine, four, nine)reference number 101302108523 (one, cero, one, three, cero, two, one, cero, 

 

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eight, five, two,three) held by LENDER at Banco Nacional de México, Sociedad Anónima,Institución de Banca Múltiple, CLABE (002 180087000069490 (cero, cero, two,one, eight, cero, cero, eight, seven, cero, cero, cero, cero, six, nine, four,nine, cero) depositing the said payment on the agreed date to the satisfactionof LENDER. In case the payment date is not a working day or a holiday accordingto the policies of the bank of the place or payment, payment date shall be thefollowing working day.

 

LENDERmay designate any other place for payment by written notice delivered toBORROWER five (5) days prior to the payment date.

 

INTERESTS,PREPAYMENTS AND LATE INTERESTS:

 

THIRD.-BORROWER binds to pay LENDER any ordinary interests on the BORROWED AMOUNT tothe annual rate, according to the following:

 

NINETYONE DAYS MexicanEquilibrium Interbank Interest Rate,(T.I.I.E.) PLUS TEN BASE POINTS.

 

Forthe effects hereof, T.I.I.E. shall be understood as the Ninety One Days Mexican Equilibrium Interbank InterestRate published by Banco de México in the Federal Official Gazette and the lastknown rate published the working day prior to the date hereof, and in casethere is any revision or adjustment to said rate, the applicable rate shall bethe last known rate published two working days prior to the date of revision oradjustment. Said amount shall be rounded to the ten-thousandth of the nearestpercentile point. For the effects hereof, five one hundred thousandths or moreof a percentile point shall be rounded up to next ten thousandth of apercentile point.

 

Interests shall be computed by the number of calendardays gone by on a basis of a three hundred and sixty days year.

 

T.I.I.E. rate shall be reviewable, and consequently,adjusted quarterly and interests shall be payable quarterly.

 

If by any circumstance T.I.I.E. rate should disappear,BORROWER agrees that the substantive rate shall be the rate of return of NinetyOne Days Federal Treasury Certificates (known as CETES) considering the lastknown rate prior to the commencement date of accrual of the correspondinginterests multiplied by one point two plus any agreed points thereof.

 

PREPAYMENT:

 

Relevant to the CREDIT FACILITY, BORROWER shall beable to make prepayments to cover part or all of the BORROWED AMOUNT to LENDERwithout penalty, in the dates established to pay the CREDIT FACILITY interest,by notice given at least (45) forty five calendar days prior to payment date.Prepaid amounts shall be applied to the last CREDIT FACILITY amortizationamounts until exhausted, firstly covering any interest thereof.

 

In case there would be a funding breakage cost, LENDERshall notify BORROWER two (2) working days prior to the date prepayment isto be made, computing the corresponding amounts, and in any case, BORROWERshall cover said funding breakage costs to LENDER relevant to any prepaymentthereof.

 

If BORROWER decides to make total or partialprepayments outside the dates provided to pay interests, and does not notifyLENDER forty five (45) calendar days prior to said prepayment, LENDER reservesthe right to accept said prepayments from BORROWER, and in case LENDER soaccepts them, LENDER also reserves the right to establish the terms andconditions under which said prepayments would be applied, including chargingany amounts for LENDER’S funding breakage with its money sources.

 

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LATE PAYMENTS:

 

FOURTH.- If any payment obligation is not paid on itsmaturity date, as of said date BORROWER shall pay to LENDER late interests to arate resulting from multiplying by two (2) the ordinary interest rateagreed within the terms of this Agreement, applicable to the obligation inrespect of which the late payment has been incurred. Said rate shall be revisedand therefore adjusted as often as the ordinary rate is revised.

 

FEES:

 

FIFTH.- BORROWER shall pay LENDER the following fees:

 

1. Refinancing fee for US$4’250,000.00 (Four MillionTwo Hundred and Fifty Thousand Dollars US Cy) payable once, to the date ofsubscription of this Agreement, plus the Value Added Tax.

 

2. A GUARANTEE FIRA/FEGA Service fee equal to 3.11%(Three point eleven percent) paid annually in advance according to thefollowing:

 

Computations to determine the GUARANTEE FIRA/FEGAService fee shall be made by periods with a maximum duration of 365 (threehundred and sixty five) calendar days. Payments for this cost shall be made byBORROWER on the commencement of each period. Periods shall be determined basedon the payment schedule attached to the Appendix of this instrument as Exhibit B.

 

To the effects of determining a period, it shall beconsidered the number of calendar days passed since the funds are withdrawn tothe date of the first amortization of the BORROWED AMOUNT the next period shallbe from the next disposal of funds to the next amortization (whether this is thefirst or subsequent amortization), no period shall exceed 365 (three hundredsixty five) calendar days. When the period so computed exceeds 365 (threehundred sixty five) calendar days, the charge closing date shall be for aperiod of 365 (three hundred sixty five) calendar days and following periodsshall commence on the next day of the amortization and up to the date of thenext amortization.

 

The GUARANTEE FIRA/FEGA Service cost shall bedetermined multiplying the Outstanding Balance of the BORROWED AMOUNT at thecommencement of each charge period by the factor corresponding thereto as ofthe money withdrawn, by the number of calendar days in the period (for amaximum of 365 three hundred sixty five calendar days), divided by 360 (threehundred and sixty) days.

 

OBLIGATIONS:

 

SIXTH.- Additionally to the obligations established inthe CREDIT FACILITY, BORROWER shall have to comply with the followingobligations with LENDER, for as long as any balance of the BORROWED AMOUNT isoutstanding:

 

a) BORROWER shall submit simultaneously to the filingbefore the Mexican Stock Exchange the quarterly report filed also before saidStock Exchange, and in case BORROWER shares are no longer listed in the MexicanStock Exchange, BORROWER shall have to file, on the last day of the months ofFebruary, May, August, and November of each year, internal financialstatements (balance sheet and income statement) attaching analytic reports ofits major collective accounts, with information to the closing of the months ofDecember, March, June and September respectively.  Said financial statements must be madeaccording to the Financial Reporting Standards issued by the Mexican Council for Research and Development of Financial Information Standards,and shallbe duly signed by both the Audit Director and Finance Director of BORROWER orany other relevant officer fully authorized to do so.

 

b) BORROWER shall deliver to LENDER simultaneously andimmediately, any notice of any relevant event, informative bulletin or otherrelevant information disclosure document that BORROWER is obligated to issueunder any legal jurisdiction applicable to it; in the same manner BORROWERshall simultaneously send to LENDER the annual report presented to the MexicanStock Exchange, and in case BORROWER stops being listed in the Mexican StockExchange, BORROWER shall submit audited financial statements issued while theCREDIT FACILITY is in effect, including audit text and notes to the same,commencing with the ones corresponding to the business year when BORROWERstopped being listed in the Mexican Stock Exchange. Said statements shall 

 

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be submitted within ONE HUNDRED AND EIGHTY (180)calendar days following the closing of the business year. The mentionedfinancial statements shall adhere to the Financial Reporting Standards issuedby the Mexican Council for Research andDevelopment of Financial Information Standards.

 

c)BORROWER authorizes LENDER, for the duration of the CREDIT FACILITY, throughthe credit institution deemed convenient by LENDER and at BORROWER’S expense,to obtain, analyze and use any credit information on BORROWER.

 

d)BORROWER binds to comply with any and all the requisites provided by thecontracts or agreements entered into by virtue of the BANK LOANS including,without limitation, the ones related to financial ratings and/or hedging whichshall be evidenced by furnishing LENDER with a signed copy of the compliancecertificates delivered by BORROWER to the lender institutions (and or itsagents or common representatives) of said BANK LOANS, within the term agreed inthe respective contracts or agreements, along with a certificate of accuracyaddressed to LENDER issued by BORROWER’S Director of Finance.

 

e)BORROWER binds to comply with each and every one of the obligations agreed withLENDER herein or in any other contract or agreement entered into with LENDER,as well as not to cause any event that may give rise to the early terminationof any contract that BORROWER would have entered into with any other lender inrespect to the BANK LOANS or with respect to the PERPETUAL BONDS, or to remedysaid causes of early termination within the grace period or remedial term, inits case, provided by the contracts or agreements entered into with saidlenders.

 

f)BORROWER binds to give LENDER, simultaneously on its delivery date, a signedcopy of any report, proposal for amendment, notice of default, waiver or anyother similar notice given by BORROWER to its BANK LOANS or PERPETUAL BONDSlenders, exception made for those documents over which, pursuant to the termsof this Agreement and the CREDIT FACILITY agreement, it already existed anobligation to deliver the same to LENDER, as well as any notice and writingsreceived by BORROWER with respect to any agreement or contract documenting theBANK LOANS or PERPETUAL BONDS.

 

g)BORROWER binds to increase, not later than the date hereof, the amount of thedeposit referred to in Clause Eighth paragraph (e) subparagraph (ii) ofthe CREDIT FACILITY agreement to an amount equivalent to one quarterly interestpayment on the balance disposed of the CREDIT FACILITY. Said deposit shall berevised quarterly at the beginning of each interest payment period; in casethere should be any variation larger than a 10% (ten percent) from thedeposited amount, the Parties, as it may correspond, shall deposit or releasethe corresponding amounts within a term not longer than three (3) workingdays in order to maintain the amount corresponding to one quarterly interestpayment.

 

GUARANTEES.

 

SEVENTH.-BORROWER, in this act, expressly agrees with LENDER that BORROWER knows theterms and conditions of the guarantee agreement entered into by LENDER withBanco de México referred to in the first paragraph of the antecedents herein,as well as the scope of the guarantees constituted in favor of LENDER by virtueof the CREDIT FACILITY mentioned in paragraph first of the antecedents hereof,within the terms provided and agreed by the contracts entered into for saidpurpose, deeming those reproduced as if literally inserted herein, in theunderstanding that said guarantees subsist and prevail in favor of LENDER as apreference guarantee for the compliance of the obligations contracted byBORROWER due to the CREDIT FACILITY and those arising from this DebtRecognition and Financing Agreement until the principal amount, interests andaccessories derived from the BORROWED AMOUNT is fully paid.

 

CAUSESFOR ACCELERATED MATURITY DATE:

 

EIGHTH.-Payment term for the BORROWED AMOUNT shall be deemed as due and payable in fullwithout the need of a notice given to BORROWER in the following events:

 

a)if BORROWER fails to pay on the maturity date one or more of the agreed payableamounts, whether for principal, interests or fees.

 

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b)if BORROWER sells or encumbrances a substantial part of its assets or changesits corporate address or merges, split-ups or is transformed without theprevious written consent from LENDER, save the provisions stated in CLAUSETENTH herein.

 

c)if BORROWER fails to pay in due time any tax or other fiscal liability correspondingto it, including, in its case, the fees corresponding to the Instituto Mexicanodel Seguro Social (Social Security) and Instituto del Fondo para la Vivienda delos Trabajadores (Worker’s Housing Fund) exception made for the ones beingchallenged before any competent court.

 

d)if BORROWER abandons the management of its business.

 

e)if BORROWER suspends, at any time and for any reason the work of the companyowned by it, notwithstanding said suspension is due to a strike, work stoppage orlack of raw materials.

 

f)if BORROWER fails to comply with:

 

(i) anyother obligations agreed herein or in any other contract entered into withLENDER.

 

(ii) anyother contract entered into by BORROWER with other lender of the FinancialSystem due to the subscription of this Agreement or the granting of the CREDITFACILITY;

 

(iii) thepayment of any amount arising from any contract or agreement documenting any ofthe BANK LOANS when said payment or payments, in the aggregate, are equal to orlarger than US$20,000,000.00 (Twenty Million Dollars US Cy) on their maturitydate (whether for scheduled payment, obligatory prepayment, acceleratedmaturity date, payment demand or otherwise), or its equivalent in Mexican Pesosat the fix exchange rate published by Banco de Mexico in its official web page two(2) working days prior to the date of determination if said default is notremedied within the grace or remedial period, in its case, establishing thecontracts or agreements relevant to said BANK LOANS.

 

g)if BORROWER or any one on its behalf incurs in any act of bribery to any publicofficer.

 

h)by the simple notice received by LENDER from the Trustee granting the FIRA/FEGAGUARANTEE, pursuant to the guarantee contract stated in Antecedent Firsthereof.

 

i)if maturity on any of the BANK LOANS or PERPETUAL BONDS is declared in writingaccelerated due to any event of default within the terms of any contract oragreement documenting any of the BANK LOANS or PERPETUAL BONDS and said causeor event of default is not remedied within the grace or remedial periodapplicable in its case, to the satisfaction of the BANK LOANS or PERPETUALBONDS lenders thereof.

 

j)if BORROWER: (i) refinances or substitutes any of the BANK LOANSsubsequent or other than the ones provided by Statement A section V or byClause Eleventh without the previous written consent from LENDER; or

 

k)in case any natural or corporate person related to LENDER grants any securedinterest over the shares of Grupo Financiero Banorte, Sociedad Anónima Bursátilde Capital Variable or any of its subsidiaries in favor of the BANK LOANS orPERPETUAL BONDS lenders.

 

Causesfor accelerated maturity provided herein are additional to the ones establishedby Law, and they shall not impair nor restrict the ones established therein.

 

Bythe mere fact of LENDER accelerating the maturity of the BORROWED AMOUNTpayment date, BORROWER shall lose the right to obtain any financial aid grantedby said LENDER.

 

EXPENSEPAYMENT:

 

NINTH.-BORROWER shall pay all expenses caused by this Agreement. To that effect, itshall be deemed as expenses caused by this Agreement: any disbursement causedby its subscription, formalization, public 

 

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registration, in itscase, or others demanded by law, for the enforcement or extinction of the obligationsoriginated by the same or the security interests that may be constituted toguarantee the same by common agreement and the cancelation of the respectivepublic registration such as: payment of duties, fees, taxes or other expensesderived from the Agreement.

 

IfBORROWER fails to pay any of the obligations provided by the previousparagraph, BORROWER hereby authorized LENDER to pay said expenses or Notarialfees to the Notary Public witnessing or ratifying this Agreement as well as theregistration fees in the corresponding Public Registry, in its case, and bindsto reimburse LENDER within a term of three (3) working days the fullamount of said expenses, and to pay ordinary interests at an annual rate of 50%(fifty percent) for the full amount disbursed by LENDER to pay said expenses.

 

LENDERshall deliver BORROWER the receipt of all disbursements referred to in theprevious paragraph.

 

AUTHORIZATIONFOR THE GRANTING OF GUARANTEES:

 

TENTH.-By this means LENDER authorizes BORROWER to pledge in guarantee all of theshares that BORROWER has in Molinera de México, Sociedad Anónima de CapitalVariable, Grupo Industrial Maseca, Sociedad Anónima Bursátil de CapitalVariable, and Gruma Corporation, in order to secure the BANK LOANS. Due to theforegoing, LENDER releases BORROWER to the fullest extent, from the complianceof the concepts included in section c) of Clause Eleventh of the CREDITFACILITY contract and from section b) of Clause Eighth of this Agreement, onlyin respect to the assets referred herein, being understood by both parties,that the granting of the mentioned guarantees shall not in any mannerwhatsoever accelerate the maturity of the BORROWED AMOUNT and/or the CREDITFACILITY.

 

REFINANCINGBANK LOANS

 

ELEVENTH.-BORROWER binds to deliver LENDER a certificate duly signed by BORROWER’S bothFinance Director and Chief Counsel indicating that: (i) the refinancing ofthe financial covenants of BORROWER with respect to the BANK LOANS have beenduly concluded; and (ii) the documents attached to said certificateconstitute all of the agreements and contracts documenting said refinancing andthat they are a true and correct copy of the ones signed by BORROWER.

 

Theprovisions of Clause Eleventh shall be fully complied not later than thethirtieth of October two thousand and nine.

 

GOVERNINGLAW AND COURTS:

 

TWELFTH.-For everything relevant to the interpretation, enforcement and compliance ofthe CREDIT FACILITY contract and arising from this Debt Recognition andRefinancing Agreement, the parties submit to the Laws in force in the FederalDistrict and to the jurisdiction of the Courts of Mexico City, FederalDistrict, expressly waving any other venue that might correspond to them due toany present or future domicile.

 

ADDRESSES:

 

THIRTEENTH.-The PARTIES designate as their domiciles for service of notices andnotifications related with the CREDIT FACILITY and with this Debt Recognitionand Refinancing Agreement, the following:

 

LENDER:Periférico Sur Four Thousand Three Hundred Thirty Three, Colonia Jardines en laMontaña, Delegación Tlalpan, México, Distrito Federal, Zip Code fourteenthousand two hundred and ten.

 

BORROWER:Río de la Plata Oriente Four Hundred and Seven, Colonia del Valle, San PedroGarza García, Nuevo León, Zip Code sixty six thousand two hundred and twenty.

 

IfBORROWER does not notify LENDER in writing a change of address, all summons andother judicial or extrajudicial proceedings shall be served in the addresseddesignated in this clause.

 

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INTEGRITYAND NON RENEWAL

 

FOURTEENTH.-Exception made for the amendments made to the CREDIT FACILITY contained in thisAgreement, the rest of its clauses remain in force and shall inure to thebenefit of the PARTIES. The PARTIES expressly agree that the entering into thisDebt Recognition and Refinancing Agreement shall serve as an amendingagreement, therefore, it does not imply any renewal with respect to theobligations contracted by BORROWER in the CREDIT FACILITY. All exhibitsattached hereto signed by the legal representatives of both PARTIES are anintegral part of this Agreement and thus shall be deemed as incorporated to theCREDIT FACILITY as of the date herein; amendments to this Agreement or of anyof its attachments shall need the written consent of the legal representativesof both PARTIES. If any inconsistency should occur between the CREDIT FACILITYand this Agreement, the provisions of this Agreement shall prevail.

 

Theforegoing in the understanding that the reports referred to in section f) ofClause Eighth of the CREDIT FACILITY shall stop being enforceable once BORROWERnotifies LENDER in writing the culmination of the refinancing of the BANK LOANSby delivery of the certificate mentioned therein in Clause Eleventh of thisAgreement.

 

CAPACITY

 

Theparties hereto certify their capacity with the following documents:

 

a) Mr. EduardoMuñiz Juárez, with public deed number forty one thousand nine hundred seventyseven, granted in Mexico City on August twenty three, two thousand andsix, witnessed by Notary Public number fourteen of the Federal District,Maximino García Cueto, Esq., by means of which BANCO NACIONAL DE COMERCIOEXTERIOR, SOCIEDAD NACIONAL DE CRÉDITO, INSTITUCIÓN DE BANCA DE DESARROLLO,granting him to exert it with another agent enjoying the same authorities, ageneral power to manage goods within the terms of the second paragraph ofarticle two thousand five hundred fifty four of the Civil Code for the FederalDistrict, and the authority to subscribe credit titles within the terms ofarticle ninth of the General Law of Titles and Credit Operations. Said deed wasrecorded at the Public Registry of Commerce of this Capital City underMercantile File number three thousand six hundred fifty nine.

 

b) Mr. HoracioVaquera García with public deed number forty three thousand six hundred seventyeight granted in Mexico City on September nine, two thousand and eight,witnessed by Notary Public number fourteen of the Federal District, MaximinoGarcía Cueto, Esq., by means of which BANCO NACIONAL DE COMERCIO EXTERIOR,SOCIEDAD NACIONAL DE CRÉDITO, INSTITUCIÓN DE BANCA DE DESARROLLO, granting himto exert it jointly with another agent enjoying the same authorities, a generalpower to manage goods within the terms of the second paragraph of article twothousand five hundred fifty four of the Civil Code for the Federal District,and the authority to subscribe credit titles within the terms of article ninthof the General Law of Titles and Credit Operations. Said deed was recorded atthe Public Registry of Commerce of this Capital City under the same MercantileFile mentioned above.

 

c) Messrs. RaúlAlonso Peláez Cano and Guillermo Elizondo Ríos, with public deed number eightthousand four hundred ninety seven, granted at the municipality of Escobedo, inthe State of Nuevo León, on August ten, two thousand nine, before theNotary Public number thirty two of said Registrar District, Mr. ArmandoHernández Berlanga, Esq., by which power of attorney, GRUMA, SOCIEDADANÓNIMA BURSÁTIL DE CAPITAL VARIABLE granted a special power of attorney to subscribethe Agreement being ratified herein.

 

Saidpublic deeds evidence the duly constitution and legal capacity of themercantile corporations issuing said powers of attorney.

 

Theappearing represent that their powers of attorney are in full force and effectand that their principals have the necessary legal capacity to engage in thisAgreement.

 

GENERAL DATA

 

Theappearing declared as their general data the following:

 

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MR.EDUARDO MUÑIZ JUÁREZ, a native of this City, born on May seventeen,nineteen seventy eight, Mexican by birth, married, bank officer addressed atFour Thousand Three Hundred Thirty Three Periférico Sur, Colonia Jardines de laMontaña in this City, and he identifies with his voting card which file numberis twenty eight million nine hundred thirty five thousand seven hundred eightyseven.

 

MR.HORACIO VAQUERA GARCÍA, a native of Monterrey, Nuevo León, born on September nineteen,nineteen seventy three, Mexican by birth, married, a bank officer, with thesame domicile as the person above, identifying himself with his voting cardwhich file number is cero eighty one million seven hundred three thousand onehundred and seventy eight.

 

MR.RAÚL ALONSO PELÁEZ CANO, a native of this City, born on February twentysix, nineteen seventy one, Mexican by birth, married, an employee, addressed atFour Hundred Seven Río de la Plata, Colonia del Valle at San Pedro GarzaGarcía, Nuevo León, and passing through this City and whom identifies withvoting card, which file number is cero eleven million five hundred two thousandeight hundred.

 

MR.GUILLERMO ELIZONDO RÍOS, born in Monterrey, Nuevo León on February 26,nineteen seventy two, Mexican by birth, married, a career person, with the sameaddress as the person above, and identifying himself with passport number cero twobillion one hundred ninety million one hundred ninety three thousand threehundred and fifty two.

 

I,THE NOTARY PUBLIC CERTIFY:

 

a)That the appearing indentified themselves with the documents previouslymentioned and that to my opinion they have the civil legal capacity to engagein this act since there is no evidence to the contrary.

 

b)That the appearing heard the full text of this public deed and they wereinformed about the right they had to read it for themselves.

 

c)That I informed the appearing about the value and legal scope of the contentsof this deed, letting them know that all representations are deemed to be doneunder affirmation and the legal consequences suffered by people who perjurethemselves before a Notary Public.

 

d)That every document presented before me and enumerated and inserted hereinagrees with its original, to which I remit.

 

e)That the appearing manifested to me, the Notary Public, their agreement withthis deed certifying their full understanding by affixing their signaturesherein on this eighteenth day of September two thousand nine, therefore Idefinitely proceed to authorize the same. I Attest.

 

Signatureof Mr. Eduardo Muñiz Juárez.

 

Signatureof Mr. Horacio Vaquera García.

 

Signatureof Mr. Raúl Alonso Peláez Cano.

 

Signature of Mr. GuillermoElizondo Ríos.

 

R.Núñez. Signed.

 

Aseal that reads: Lic. Roberto Núñez and Bandera, Notary Office No. 1,Federal District. México. United Mexican States.

 

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**NON-ENCUMBRANCE CERTIFICATE**

 

I, CARLOS REYNALDO AYALACALVO, Esq., Public Registrar of Property and Commerce in the FirstDistrict, with jurisdiction in Monterrey, Nuevo León, CERTIFY that in the Bookskept by this Office, it is recorded a company denominated: **GRUMA, SOCIEDAD ANÓNIMA BURSÁTIL DE CAPITAL VARIABLE**with its corresponding Chart of Incorporation evidenced by Public Deed andRegistry, recorded under number **180**,File **193**, volume **197**, Book number **3**, second Ancillary **1972**; Addressed at **Monterrey, N.L.**, with an initialCapital Stock of **$150,000,000.00 (ONEHUNDRED AND FIFTY MILLION PESOS 00/100 MEXICAN CURRENCY)**, andwith a duration of **50 (fifty years)**,in the same manner I CERTIFY that after having examined the Books kept by thisOffice, there is no evidence of any encumbrance or lien over this company.

 

The presentcertification is being issued after State duties were duly paid.

 

**Monterrey, Nuevo León, September 08,2009.**

 

**THE REGISTRAR OF COMMERCE**

 

An illegible signature

 

**CARLOS REYNALDO AYALA CALVO**

 

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**EXHIBIT “B”**

 

**REGARDING THE DEBT RECOGNITIONAND REFINANCING AGREEMENT**

**ENTERED INTO BY AND BETWEEN**

**BANCO NACIONAL DE COMERCIOEXTERIOR, S.N.C.**

**AND GRUMA, S.A.B. DE C.V.**

**ON SEPTEMBER 18, 2009**

** **

**PAYMENT SCHEDULE**

 
| 1/40   |       | 12/18/09   |       | 0.00                 |
|--------|------------|------------|------------|----------------------|
| 2/40   |       | 03/18/10   |       | 0.00                 |
| 3/40   |       | 06/18/10   |       | 0.00                 |
| 4/40   |       | 09/18/10   |       | 0.00                 |
| 5/40   |       | 12/18/10   |       | 0.00                 |
| 6/40   |       | 03/18/11   |       | 0.00                 |
| 7/40   |       | 06/18/11   |       | 0.00                 |
| 8/40   |       | 09/18/11   |       | 0.00                 |
| 9/40   |       | 12/18/11   |       | 0.00                 |
| 10/40  |       | 03/18/12   |       | 0.00                 |
| 11/40  |       | 06/18/12   |       | 0.00                 |
| 12/40  |       | 09/18/12   |       | 0.00                 |
| 13/40  |       | 12/18/12   |       | 84,175,000.00        |
| 14/40  |       | 03/18/13   |       | 84,175,000.00        |
| 15/40  |       | 06/18/13   |       | 84,175,000.00        |
| 16/40  |       | 09/18/13   |       | 84,175,000.00        |
| 17/40  |       | 12/18/13   |       | 168,350,000.00       |
| 18/40  |       | 03/18/14   |       | 168,350,000.00       |
| 19/40  |       | 06/18/14   |       | 168,350,000.00       |
| 20/40  |       | 09/18/14   |       | 168,350,000.00       |
| 21/40  |       | 12/18/14   |       | 84,175,000.00        |
| 22/40  |       | 03/18/15   |       | 84,175,000.00        |
| 23/40  |       | 06/18/15   |       | 84,175,000.00        |
| 24/40  |       | 09/18/15   |       | 84,175,000.00        |
| 25/40  |       | 12/18/15   |       | 84,175,000.00        |
| 26/40  |       | 03/18/16   |       | 84,175,000.00        |
| 27/40  |       | 06/18/16   |       | 84,175,000.00        |
| 28/40  |       | 09/18/16   |       | 84,175,000.00        |
| 29/40  |       | 12/18/16   |       | 84,175,000.00        |
| 30/40  |       | 03/18/17   |       | 84,175,000.00        |
| 31/40  |       | 06/18/17   |       | 84,175,000.00        |
| 32/40  |       | 09/18/17   |       | 84,175,000.00        |
| 33/40  |       | 12/18/17   |       | 168,350,000.00       |
| 34/40  |       | 03/18/18   |       | 168,350,000.00       |
| 35/40  |       | 06/18/18   |       | 168,350,000.00       |
| 36/40  |       | 09/18/18   |       | 168,350,000.00       |
| 37/40  |       | 12/18/18   |       | 168,350,000.00       |
| 38/40  |       | 03/18/19   |       | 168,350,000.00       |
| 39/40  |       | 06/18/19   |       | 168,350,000.00       |
| 40/40  |       | 09/18/19   |       | 168,350,000.00       |
|   | ** ** | ** ** | ** ** | **3,367,000,000.00** |

 

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THIS THE SECOND COPYIS ISSUED FOR GRUMA, SOCIEDAD ANÓNIMA BURSÁTIL DE CAPITAL VARIABLE TO BE USEDAS A CERTIFICATION.

 

IT IS GIVEN INSIXTEEN REVISED PAGES.

 

MEXICO, DISTRITOFEDERAL, SEPTEMBER EIGHTEEN, TWO THOUSAND NINE. I ATTEST.

 

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