EXHIBIT 2(b)(5)  EXECUTION COPY US $250,000,000  LOAN AGREEMENT  Dated as of July 22, 2005  among  GRUMA, S.A. de C.V., as Borrower,  and  BBVA SECURITIES INC., as Bookrunner and
Documentation Agent,  and  BBVA BANCOMER, S.A.,
INSTITUCIÓN DE BANCA MÚLTIPLE,
GRUPO FINANCIERO BBVA BANCOMER as Administrative Agent  and  The Several Banks Party
Hereto, as Banks


TABLE OF CONTENTS PageARTICLE I
  DEFINITIONS
  11.01
  Certain Defined Terms
  11.02
  Other Interpretive Provisions
  151.03
  Accounting Principles
  16ARTICLE II
  THE LOANS
  162.01
  Commitments to Make the Loans
  162.02
  Evidence of Indebtedness
  172.03
  Procedure for Borrowing
  172.04
  Continuation and Conversion
  Elections
  182.05
  Prepayments
  192.06
  Termination or Reduction of
  Commitments; Conversion to Term Loans
  192.07
  Repayment of the Loans
  202.08
  Interest
  202.09
  Fees
  212.10
  Computation of Interest and Fees
  212.11
  Payments by the Company
  212.12
  Payments by the Banks to the
  Administrative Agent
  222.13
  Sharing of Payments, Etc
  23ARTICLE III
  TAXES, YIELD PROTECTION AND ILLEGALITY
  243.01
  Taxes
  243.02
  Illegality
  253.03
  Inability to Determine Rates
  263.04
  Increased Costs and Reduction of
  Return
  263.05
  Funding Losses
  273.06
  Reserves on Loans
  283.07
  Certificates of Banks
  283.08
  Change of Lending Office
  283.09
  Substitution of Bank
  283.10
  Survival
  29ARTICLE IV
  CONDITIONS PRECEDENT
  294.01
  Conditions to Effectiveness
  29  ii


TABLE
OF CONTENTS (Continued) Page4.02
  Conditions to All Borrowings
  31ARTICLE V
  REPRESENTATIONS AND WARRANTIES
  315.01
  Corporate Existence and Power
  315.02
  Corporate Authorization; No
  Contravention
  325.03
  No Additional Governmental
  Authorization
  325.04
  Binding Effect
  325.05
  Litigation
  325.06
  Financial Information; No Material
  Adverse Effect; No Default.
  335.07
  Pari Passu
  335.08
  Taxes
  335.09
  Environmental Matters.
  345.10
  Compliance with Social Security
  Legislation, Etc
  345.11
  Assets; Patents; Licenses, Etc.
  355.12
  Subsidiaries.
  355.13
  Commercial Acts
  355.14
  Proper Legal Form
  355.15
  Full Disclosure
  355.16
  Investment Company Act
  365.17
  Margin Regulations
  365.18
  ERISA Compliance.
  36ARTICLE VI
  AFFIRMATIVE COVENANTS
  366.01
  Financial Statements and Other
  Information.
  366.02
  Notice of Default and Litigation
  386.03
  Maintenance of Existence; Conduct
  of Business.
  386.04
  Insurance
  396.05
  Maintenance of Governmental
  Approvals
  396.06
  Use of Proceeds
  396.07
  Application of Cash Proceeds from
  Sales and Other Dispositions
  396.08
  Payment of Obligations
  396.09
  Pari Passu
  40  iii


TABLE
OF CONTENTS (Continued) Page6.10
  Compliance with Laws
  406.11
  Maintenance of Books and Records.
  406.12
  Subordination of Indebtedness to
  Gruma Corp
  406.13
  Further Assurances
  40ARTICLE VII
  NEGATIVE COVENANTS
  417.01
  Negative Pledge
  427.02
  Investments
  427.03
  Mergers, Consolidations, Sales and
  Leases
  437.04
  Restricted Payments
  437.05
  Limitations on Ability to Prohibit
  Dividend Payments by Subsidiaries
  437.06
  Limitation on Incurrence of Indebtedness
  by Subsidiaries
  447.07
  Transactions with Affiliates
  447.08
  No Subsidiary Guarantees of Certain
  Indebtedness
  447.09
  Interest Coverage Ratio
  447.10
  Maximum Leverage Ratio
  44ARTICLE VIII
  EVENTS OF DEFAULT
  458.01
  Events of Default
  458.02
  Remedies
  468.03
  Rights Not Exclusive
  47ARTICLE IX
  THE ADMINISTRATIVE AGENT
  489.01
  Appointment and Authorization
  489.02
  Delegation of Duties
  489.03
  Liability of Administrative Agent
  489.04
  Reliance by Administrative Agent.
  599.05
  Notice of Default
  599.06
  Credit Decision
  599.07
  Indemnification
  509.08
  Administrative Agent in Individual
  Capacity
  509.09
  Successor Administrative Agent
  519.10
  The Bookrunner and Arrangers
  51  iv


ARTICLE X
  MISCELLANEOUS
  5110.01
  Amendments and Waivers
  5110.02
  Notices.
  5210.03
  No Waiver; Cumulative Remedies
  5310.04
  Costs and Expenses
  5410.05
  Indemnification by the Company
  5410.06
  Payments Set Aside
  5510.07
  Successors and Assigns
  5510.08
  Assignments, Participations, Etc.
  5510.09
  Confidentiality
  5810.10
  Set-off
  5910.11
  Notification of Addresses, Lending
  Offices, Etc
  5910.12
  Counterparts
  5910.13
  Severability
  6010.14
  Governing Law
  6010.15
  Consent to Jurisdiction; Waiver of
  Jury Trial.
  6010.16
  Waiver of Immunity
  6110.17
  Payment in Dollars; Judgment
  Currency.
  61ARTICLE XI
  THE BOOKRUNNER
  6111.01
  The Bookrunner
  6111.02
  Liability of Bookrunner
  6211.03
  Bookrunner in their respective
  Individual Capacities
  6211.04
  Credit Decision
  62Schedule 1.01
  
  S-1Schedule 5.05
  
  S-2Schedule 5.12(a)
  
  S-4Schedule 5.12(b)
  
  S-5Schedule 7.01
  
  S-6Schedule 10.02
  
  S-7EXHIBIT A
  
  A-1EXHIBIT B
  
  B-1EXHIBIT C-1
  
  C-1-1EXHIBIT C-2
  
  C-2-1EXHIBIT D
  
  D-1EXHIBIT E
  
  E-1EXHIBIT F
  
  F-1EXHIBIT G
  
  G-1  v


LOAN AGREEMENT This LOAN AGREEMENT is
entered into as of July 22, 2005, among GRUMA, S.A. de C.V., a sociedad anonima
de capital variable organized under the laws of Mexico (the Company), the
several financial institutions from time to time party to this Agreement
(collectively, the Banks and individually, a Bank), BBVA SECURITIES INC, as
Bookrunner and Documentation Agent (the Bookrunner) and BBVA BANCOMER, S.A.,
INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO BBVA BANCOMER, as
Administrative Agent for the Banks (the Administrative Agent). WHEREAS, the Company desires
to obtain Loans from the Banks in an aggregate principal amount of up to
US$250,000,000; and WHEREAS, the Banks are
willing, on the terms and subject to the conditions hereinafter set forth
(including Article IV), to make such Loans to the Company; NOW, THEREFORE, in
consideration of the mutual agreements, provisions and covenants contained
herein, the parties hereto agree as follows: ARTICLE
I
DEFINITIONS 1.01         Certain Defined Terms.  As used in this Agreement and in any
Schedules and Exhibits to this Agreement, the following terms have the
following meanings: Administrative Agent means
BBVA in its capacity as administrative agent for the Banks hereunder, and any
successor administrative agent appointed pursuant to Section 9.09. Administrative Agents
Payment Office means the address for payments set forth on the signature pages
hereto, or such other address as the Administrative Agent may from time to time
specify to the other parties hereto. Administrative
Questionnaire means an administrative details form supplied by the
Administrative Agent or the Bookrunner and completed by a Bank. Affiliate means, as to any
Person, any other Person which, directly or indirectly, is in control of, is
controlled by, or is under common control with, such Person. A Person shall be
deemed to control another Person if the controlling Person possesses, directly
or indirectly, the power to direct or cause the direction of the management and
policies of the other Person, whether through the ownership of voting
securities, by contract, or otherwise. Agreement means this Loan
Agreement, as from time to time amended, supplemented, restated or otherwise
modified. Alternate Base Rate means,
for any day, a fluctuating rate of interest per annum equal to the higher of
(a) the rate of interest most recently announced by BBVA as its


prime rate and (b) the
Federal Funds Rate most recently determined by the Administrative Agent plus
0.50%. The prime rate is a rate set by BBVA based upon various factors,
including BBVAs costs and desired return, general economic conditions and
other factors, and is used as a reference point for pricing some loans, which
may be priced at, above, or below such announced rate. Any change in such rate
announced by BBVA shall take effect at the opening of business on the day
specified in the public announcement of such change. Applicable Margin means
the margin, expressed as an interest rate per annum, to be added to the rate of
interest selected by the Company in respect of the Loans which shall be .40%
from the Closing Date to the first anniversary of the Closing Date, and
thereafter shall be as set forth below according to the latest quarter Maximum
Leverage Ratio performed by the Company: (i) Maximum Leverage Ratio
  Applicable Margin2.5x to 3.5x
  .45%2.0x to 2.5x
  .40%Less than 2.0x
  .375%  Assignee has the meaning
specified in Section 10.08(a). Assignment and Acceptance
has the meaning specified in Section 10.08(a). Attorney Costs means and
includes all reasonable and documented fees and disbursements of any law firm
or other external counsel, and, without duplication, the allocated cost of
internal legal services and all reasonable and documented disbursements of
internal counsel. BBVA means BBVA Bancomer,
S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer. BBVASI means BBVA
Securities Inc. Bank has the meaning
specified in the introductory clause hereto, and includes each Substitute Bank
and each Assignee which becomes a Bank pursuant to Section 10.08. Base Rate Loan means a
Loan bearing interest at a fluctuating rate of interest per annum determined by
reference to the Alternate Base Rate.   2


Borrowing means any
borrowing hereunder consisting of Loans to the Company of the same type made on
the same day by the Banks under Article II, and, in the case of LIBOR Loans,
having the same Interest Period. Borrowing Date means any
date of any Borrowing of Loans as specified in the relevant Notice of
Borrowing. Business Day means any day
other than a Saturday, Sunday or other day on which commercial banks in New
York City or Mexico City, Mexico are authorized or required by law or
administrative rule to close and, if such day relates to any LIBOR Loan, means
any such day on which dealings in Dollar deposits are conducted by and between
banks in the London interbank market. Capital Adequacy Regulation
means any general guideline, request or directive of any central bank or other
Governmental Authority, or any other law rule or regulation, whether or not
having the force of law, in each case, regarding capital adequacy of any bank
or of any corporation controlling a bank. Capital Expenditures means
the amount of all expenditures of the Company and its Subsidiaries for fixed or
capital assets related to the Companys Core Business which, in accordance with
Mexican GAAP, would be classified as capital expenditures. Cash Equivalent Investment
means, at any time: (a)           any direct obligation of (or
unconditionally guaranteed by) the United States of America or a state thereof,
any OECD country or other foreign government in a jurisdiction in which the
Company or any of its Subsidiaries currently has or could have operations (or
any agency or political subdivision thereof, to the extent such obligations are
supported by the full faith and credit of the United States of America or a
State thereof, any OECD country or other foreign government in a jurisdiction
in which the Company or any of its Subsidiaries currently has or could have
operations) maturing not more than one year after such time; (b)           commercial paper maturing not more
than 270 days from the date of issue, which is issued by either: (i)            any
corporation rated A-l or higher by S&P or P-l or higher by Moodys, or (ii)           any
Bank (or its holding company); or (c)           any certificate of deposit, time
deposit or bankers acceptance, maturing not more than one year after its date
of issuance, which is issued by any bank which has (x) a credit rating of A2 or
higher from Moodys or A or higher from S&P and (y) a combined capital and
surplus greater than US$500,000,000. Closing Date means the
date on which all conditions precedent set forth in Section 4.01 are satisfied
or waived by all the Banks.   3


Code means the Internal
Revenue Code of 1986, as amended from time to time. Commitment means, with
respect to each Bank, its Term Commitment and its Revolving Commitment. Company has the meaning
specified in the introductory clause hereto. Compliance Certificate
means a certificate substantially in the form of Exhibit D. Consolidated EBITDA means,
for any Measurement Period, for the Company and its Consolidated Subsidiaries,
an amount equal to the sum of (a) consolidated operating income (determined in
accordance with Mexican GAAP) and (b) the amount of depreciation and
amortization expense deducted in determining such consolidated operating
income. Consolidated Interest
Charges means, for any Measurement Period, for the Company and its Consolidated
Subsidiaries, the sum of (a) all interest, premium payments, fees, charges and
related expenses of the Company and its Consolidated Subsidiaries in connection
with borrowed money (including capitalized interest) or in connection with the
deferred purchase price of assets, in each case to the extent treated as
interest in accordance with Mexican GAAP, and (b) the portion of rent expense
of the Company and its Consolidated Subsidiaries with respect to such period
under capital or financial leases that is treated as interest in accordance
with Mexican GAAP. Consolidated Net Worth
means, at any time, all amounts which, in accordance with Mexican GAAP, would
be included under shareholders equity on a consolidated balance sheet of the
Company and its Subsidiaries. Consolidated Subsidiary
means, with respect to the Company, any Subsidiary or other entity the accounts
of which would, under Mexican GAAP, be consolidated with those of the Company
in the consolidated financial statements of the Company and, at any date with
respect to any Person, any Subsidiary or other entity the accounts of which
would be consolidated with those of such Person in the consolidated financial
statements of such Person as of such date. Contractual Obligation
means, as to any Person, any provision of any security issued by such Person or
of any agreement, undertaking, contract, indenture, mortgage, deed of trust or
other instrument, document or agreement to which such Person is a party or by
which it or any of its property is bound. Continuation/Conversion
Date means any date on which, under Section 2.04, the Company converts the
Loans from one type to the other, or continues the Loans as the same type. In
the case of a LIBOR Loan, the Continuation/Conversion Date must be the last day
of any Interest Period for such LIBOR Loan.   4


Control means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the
ability to exercise voting power, by contract or otherwise. Controlling and Controlled
have meanings correlative thereto. Core Business means, with
respect to the Company and its Subsidiaries, the production and distribution of
corn flour, the production and distribution of tortillas and other related
products, the production and distribution of wheat flour and any other food
related business in which the Company and its Subsidiaries are engaged in, or
may engage in, from time to time. Default means any event or
circumstance which, with the giving of notice, the lapse of time, the making of
a determination, or any combination thereof, would (if not cured, waived or
otherwise remedied during such time) constitute an Event of Default. Disposition means the
sale, transfer, license or other disposition (including any sale and leaseback
transaction) of any property by any Person, other than in the ordinary course
of business, including any sale, assignment, transfer or other disposition,
with or without recourse, of any notes or accounts receivable or any rights and
claims associated therewith; provided, however, that any
financing involving, or secured by, the future sale of accounts receivable (or
any similar financing transaction) will not be considered to be a sale or
disposition in the ordinary course of business. Dollars and US$ each
means lawful money of the United States. Environmental Laws means
all federal, national, state, provincial, departmental, municipal, local and
foreign laws, including common law, statutes, rules, regulations, ordinances,
normas técnicas (technical standards) and codes, together with all orders,
decrees, judgments or injunctions issued, promulgated, approved or entered
thereunder by any Governmental Authority having jurisdiction over the Company,
its Subsidiaries or their respective properties, in each case relating to
environmental, health and safety, natural resources or land use matters. ERISA means the Employee
Retirement Income Security Act of 1974 as amended, and any successor statute
thereto, as interpreted by the rules, and regulations thereunder, all as the
same may be in effect from time to time. 
References to sections of ERISA shall be construed also to refer to any
successor sections. ERISA Affiliate means any
trade or business (whether or not incorporated) under common control with the
Company within the meaning of Section 4001(a)(14) of ERISA, or is a member of a
group that includes the Company and that is treated as a single employer under
Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for
purposes of provisions relating to Section 412 of the Code). ERISA Event means (a) a
Reportable Event with respect to a Pension Plan; (b) a withdrawal by the
Company or any ERISA Affiliate from a Pension Plan subject to Section 4063 of
ERISA during a plan year in which it was a substantial employer (as   5


defined
in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as
such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial
withdrawal by the Company or any ERISA Affiliate from a Multiemployer Plan or
notification that a Multiemployer Plan is in reorganization; (d) the filing of
a notice of intent to terminate the treatment of a Plan amendment as a
termination under Sections 4041 or 4041A of ERISA, or the commencement of
proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e)
an event or condition which might reasonably be expected to constitute grounds
under Section 4042 of ERISA for the termination of, or the appointment of, a
trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the
imposition of any liability under Title IV of ERISA, other than PBGC premiums
due but not delinquent under Section 4007 of ERISA, upon the Company or any ERISA
Affiliate. Event of Default means any
of the events or circumstances specified in Section 8.01. Existing Facility means
the US$250,000,000 Loan Agreement, as amended, modified, supplemented or
restated, dated as of September 30, 2004, among the Company, the several banks
party thereto, Barclays Capital, as Administrative Agent and Joint Bookrunner
and Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., as Joint Bookrunner. Federal Funds Rate means,
for any day, the rate per annum equal to the weighted average of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers on such day, as published by the Federal
Reserve Bank on the Business Day next succeeding such day; provided that (a) if
such day is not a Business Day, the Federal Funds Rate for such day shall be
such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day, and (b) if no such rate is so
published on such next succeeding Business 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 to BBVA on such day on such transactions as
determined by the Administrative Agent. Fee Letter means the
letter, dated July 7, 2005, between the Company, BBVA and BBVASI. Fiscal Year means any
period of twelve consecutive calendar months ending on December 31. Gimsa means Grupo
Industrial Maseca, S.A. de C.V. Governmental Authority
means, with respect to any Person, any nation or government, any state,
province or other political or administrative subdivision thereof, 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 to government, and any corporation or
other entity exercising   6


such functions and owned or
controlled, through stock or capital ownership or otherwise, by any of the foregoing
having jurisdiction over such Person. Guaranty Obligation means,
as to any Person, (a) any obligation, contingent or otherwise, of such Person
guarantying or having the economic effect of guarantying any Indebtedness or
other obligation payable or performable by another Person (the primary obligor)
in any manner, whether directly or indirectly, and including an aval and any obligation of such Person, direct or indirect,
(i) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation, (ii) to purchase or lease property,
securities or services for the purpose of assuring the obligee in respect of
such Indebtedness or other obligation of the payment or performance of such
Indebtedness or other obligation, (iii) to maintain working capital, equity
capital or any other financial statement condition or liquidity of the primary
obligor so as to enable the primary obligor to pay such Indebtedness or other
obligation, or (iv) entered into for the purpose of assuring in any other
manner the obligees in respect of such Indebtedness or other obligation of the
payment or performance thereof or to protect such obligees against loss in
respect thereof (in whole or in part), or (b) any Lien on any assets of such
Person securing any Indebtedness or other obligation of any other Person,
whether or not such Indebtedness or other obligation is assumed by such Person
provided that the term Guaranty Obligation shall not include endorsements of
instruments for deposit or collection in the ordinary course of business.  The amount of any Guaranty Obligation shall
be deemed to be an amount equal to the stated or determinable amount of the
related primary obligation, or portion thereof, in respect of which such
Guaranty Obligation is made or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof as determined by the
guarantying Person in good faith. IMSS means the Instituto Mexicano del Seguro Socialof Mexico. Indebtedness of any Person
means at any date, without duplication: (a)any obligation of such Person in respect of borrowed
money, any obligation of such Person evidenced by bonds, notes, debentures or
similar instruments; (b)   any obligation of such Person in respect of a
lease or hire purchase contract which would, under Mexican GAAP (or, in the
case of Persons organized under the laws of any State of the United States, US
GAAP), be treated as a financial or capital lease; (c)   any indebtedness of others secured by a Lien
on any asset of such Person, whether or not such indebtedness is assumed by
such Person; (d)   any obligations of such Person to pay the
deferred purchase price of fixed assets or services if such deferral extends
for a period in excess of 60 days and with respect to the Company shall include
guarantees by the Company of obligations of third parties unrelated to the
Companys existing Core Business as of the date hereof; and (e)   all Guaranty Obligations of such Person in
respect of the foregoing;   7


provided, however, that the following liabilities shall
be explicitly excluded from the definition of the term Indebtedness: (i)    trade accounts payable, including any
obligations in respect of letters of credit that have been issued in support of
trade accounts payable; (ii)   expenses that accrue and become payable in
the ordinary course of business; (iii)  customer advance payments and customer
deposits received in the ordinary course of business; and (iv)  obligations for ad valorem taxes, value added
taxes, or any other taxes or governmental charges. Indemnified Liabilities
has the meaning set forth in Section 10.05. Indemnitees has the
meaning set forth in Section 10.05. INFONAVIT means Instituto Nacional del Fondo de la Vivienda para los Trabajadoresof
Mexico. Interest Coverage Ratio
means the ratio of Consolidated EBITDA to Consolidated Interest Charges. Interest Payment Date
means (a) as to any LIBOR Loan, the last day of each Interest Period
applicable to such Loan; provided that if any Interest Period for a LIBOR Loan
exceeds three months, the respective dates that fall every three months after
the beginning of such Interest Period shall also be Interest Payment Dates; and
(b) as to any Base Rate Loan, the last Business Day of each Fiscal Quarter,
the date of any repayment or prepayment of the principal of such Loan and the
Maturity Date. Interest Period means, as
to each LIBOR Loan, the period commencing on the date of such LIBOR Loan
(including conversions, extensions or renewals) and ending on the date one,
two, three or six months thereafter, as selected by the Company in its Notice
of Borrowing or Notice of Continuation/Conversion; provided, however,
that: (a)if any Interest Period would otherwise end on a day
that is not a Business Day, that Interest Period shall be extended to the
following Business Day unless the result of such extension would be to carry
such Interest Period into another calendar month, in which event such Interest
Period shall end on the next preceding Business Day; (b)   any 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 the calendar month in which such Interest Period is to
end) shall end on the last Business Day of the calendar month in which such
Interest Period is to end; and (c)   no Interest Period shall extend beyond the
Maturity Date.    8


Investment means, as to
any Person, any acquisition or investment by such Person, whether by means of
(a) the purchase or other acquisition of capital stock or other securities of
another Person, (b) a loan, advance or capital contribution to, guaranty of
debt of, or purchase or other acquisition of any other debt or equity
participation or interest in, another Person, including any partnership or
joint venture interest in such other Person, or (c) the purchase or other
acquisition (in one transaction or a series of transactions) of assets of
another Person that constitute a business unit. For purposes of covenant
compliance, the amount of any Investment shall be the amount actually invested,
without adjustment for subsequent increases or decreases in the value of such
Investment. IRS means the United
States Internal Revenue Service. Lending Office means, as
to any Bank, the office or offices of such Bank specified as its Lending
Office in the Administrative Questionnaire, as from time to time amended, or
such other office or offices as such Bank may from time to time notify the
Company and the Administrative Agent. LIBOR means for any
Interest Period with respect to any LIBOR Loan: (a)the rate per annum (rounded, if necessary, to the
nearest 1/100th of 1%) equal to the rate determined by the
Administrative Agent to be the offered rate that appears on the Telerate Page
3750 (or any successor or equivalent thereto) as the London interbank offered
rate for deposits in Dollars with a term comparable to such Interest Period,
determined as of approximately two Business Days prior to the first day of such
Interest Period with respect to any Interest Period (the Determination Date),
or (b)   if the rate referenced in the preceding
clause (a) does not appear on such page or service or such page or service
shall not be available, the rate per annum (rounded, if necessary, to the
nearest 1/100th of 1%) equal to the rate determined by the
Administrative Agent to be the London Interbank offered rate on such other page
or other service that displays an average British Bankers Association Interest
Settlement Rate for deposits in Dollars with a term comparable to such Interest
Period, determined as of approximately 11:00 a.m. (London time) on the
Determination Date, or (c)   if the rates referenced in the preceding
clauses (a) and (b) are not available, the rate per annum (rounded, if
necessary, to the nearest 1/100th of 1%) determined by the
Administrative Agent as the rate per annum that deposits in Dollars for
delivery on the first day of such Interest Period quoted by BBVA to prime banks
in the London interbank market for deposits in Dollars at approximately 11:00
a.m. (London time) on the relevant Determination Date in an amount
approximately equal to the principal amount of the Loans to which such Interest
Period is to apply and for a period of time comparable to such Interest Period.    9


LIBOR Loan means a Loan
bearing interest, at all times during an Interest Period applicable to such
Loan, at a fixed rate of interest determined by reference to LIBOR. Lien means any security
interest, mortgage, deed of trust, pledge, charge or deposit arrangement,
encumbrance, lien (statutory or other) or preferential arrangement of any kind
or nature whatsoever in respect of any Property. Loan means a Term Loan or
a Revolving Loan. Loan Documents means this
Agreement, the Notes, the Notice of Borrowing, and each Notice of
Continuation/Conversion, Assignment and Acceptance Agreement, the Fee Letter,
and all other related agreements and documents issued or delivered hereunder or
thereunder or pursuant hereto or thereto, in each case as such Loan Document
may be amended, supplemented or otherwise amended from time to time. Majority Banks means at
any time Banks then holding at least 51% of the then aggregate unpaid principal
amount of the Loans, or, if no such principal amount is then outstanding, Banks
then having at least 51% of the Commitments. Material Adverse Effect
means (a) a material adverse change in, or a material adverse effect upon, the
operations, business, assets, liabilities (actual or contingent), properties or
condition (financial or otherwise) or operating results of the Company and its
Subsidiaries taken as a whole; (b) a material impairment of the ability of the
Company to perform its obligations under any Loan Document; or (c) a material
adverse effect upon the legality, validity, binding effect or enforceability
against the Company of any Loan Document. Material Subsidiary means,
at any time, any Subsidiary of the Company that meets any of the following
conditions: (a)the Companys and its Subsidiaries investments in or
advances to such Subsidiary exceed 10% of the total assets of the Company and
its Consolidated Subsidiaries as of the end of the Companys most recently
completed Fiscal Year; or (b)theCompanys and its Subsidiaries
proportionate share of the total assets (after intercompany eliminations) of
such Subsidiary exceeds 10% of the total assets of the Company and its
Consolidated Subsidiaries as of the end of the Companys most recently
completed Fiscal Year; or (c)   the Companys and its Subsidiaries equity in
the earnings before income tax and employee statutory profit sharing of such
Subsidiary exceeds 10% of such earnings of the Company and its Consolidated
Subsidiaries as of the end of the Companys most recently completed Fiscal
Year, all as calculated by reference to the then latest audited financial
statements (or consolidated financial statements, as the case may be) of such
Subsidiary    10


and the
then latest audited consolidated financial statements of the Company and its
Subsidiaries. Maturity Date means the
fifth anniversary of the Closing Date, or if such day is not a Business Day,
the next succeeding Business Day. Maximum Leverage Ratio
means, as of the end of the most recently completed Fiscal Quarter, the ratio
of (a) Total Funded Debt of the Company and its Consolidated Subsidiaries on
such day to (b) Consolidated EBITDA of the Company and its Consolidated
Subsidiaries determined for the relevant Measurement Period. Measurement Period means
any period of four consecutive Fiscal Quarters of the Company, ending with the
most recently completed Fiscal Quarter, taken as one accounting period. Mexican GAAP means
accounting principles and practices generally accepted in Mexico. Mexico means the United
Mexican States. Ministry of Finance means
the Ministry of Finance and Public Credit (Secretaria de Hacienda y
Credito Publico) of Mexico. Moodys means Moodys
Investors Service, Inc. and its successors. Multiemployer Plan means
any employee benefit plan of the type described in Section 4001(a)(3) of ERISA,
to which the Company or any ERISA Affiliate makes or is obligated to make
contributions, or during the preceding three calendar years, has made or been
obligated to make contributions. Note means a Revolving
Note or a Term Note. Notice of Borrowing means
a notice in substantially the form of Exhibit A. Notice of
Continuation/Conversion means a notice in substantially the form of Exhibit B. Obligations means all
advances, debts, liabilities, obligations, covenants and duties arising under
any Loan Document owing by the Company to any Bank, the Administrative Agent,
or any indemnified person, whether direct or indirect (including those acquired
by assignment), absolute or contingent, due or to become due, now existing or
hereafter arising. OECD means the
Organization for Economic Cooperation and Development. Other Currency has the
meaning set forth in Section 10.17(b).   11


Other Taxes 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 made hereunder or any other Loan
Document or from the execution, delivery or registration of, or otherwise with
respect to, this Agreement or any other Loan Document and which are actually
imposed, levied, collected or withheld by any Governmental Authority. Participant has the
meaning specified in Section 10.08(e). PBGC means the Pension
Benefit Guaranty Corporation referred to and defined in ERISA and any successor
entity performing similar functions. Pension Plan means any employee
pension benefit plan (as such term is defined in Section 3(2) of ERISA), other
than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored
or maintained by the Company or any ERISA Affiliate or to which the Company or
any ERISA Affiliate contributes or 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 at any time during the immediately preceding five plan
years. Person means any natural
person, partnership, limited liability company, corporation, business trust,
joint stock company, trust, unincorporated association, joint venture or
Governmental Authority or other entity. Plan means any employee
benefit plan (as such term is defined in Section 3(3) of ERISA)
established by the Company or any ERISA Affiliate. Process Agent has the
meaning specified in Section 10.15(d). Property means any asset,
revenue or any other property, whether tangible or intangible, including any
right to receive income. Pro Rata Share means with
respect to each Bank its Term Pro Rata Share or its Revolving Pro Rata Share,
as applicable. Register has the meaning set
forth in Section 10.08(c). Reportable Event means any
of the events set forth in Section 4043(c) of ERISA, other than events for
which the 30 day notice period has been waived. Requirement of Law means,
as to any Person, any law (statutory or common), treaty, rule or regulation or
order, decree or other determination of an arbitrator or a court or other
Governmental Authority, including any Environmental Law, in each case
applicable to or binding upon such Person or any of its property or to which the
Person or any of its property is subject. Responsible Officer means
the chief executive officer or the president of the Company, or the general
manager or any other officer having substantially the same   12


authority and responsibility
or the chief financial officer or the treasurer of the Company, or any other
officer having substantially the same authority and responsibility. Restricted Payment means
any dividend or other distribution (whether in cash, securities or other
Property) with respect to any shares of capital stock of the Company or any
Subsidiary, or any payment (whether in cash, securities or other Property),
including any sinking fund or similar deposit on account of the purchase,
redemption, retirement, acquisition, cancellation or termination of any such
shares of capital stock or of any option, warrant or other right to acquire any
such shares of capital stock. Revolving Availability
Period means the period commencing on, and including, the Closing Date and
ending on, but excluding, the Maturity Date. Revolving Commitment
means, with respect to each Bank, the obligation of such Bank to make Revolving
Loans to the Company hereunder in a principal amount at any time outstanding
not to exceed the amount set forth opposite such Banks name on Schedule 1.01
under the heading Revolving Commitments, as the same may be adjusted pursuant
to Section 2.06 hereof.  Revolving
Commitments means the aggregate amount of the Revolving Commitment of all
Banks. Revolving Loan has the
meaning specified in Section 2.01(b). Revolving Loan Percentage
means, with respect to each Bank, a fraction (expressed as a decimal, rounded
to the fourth decimal place), the numerator of which is the aggregate principal
amount of the outstanding Revolving Loans of such Bank and the denominator of
which is the aggregate principal amount of all outstanding Revolving Loans. Revolving Note means a
promissory note of the Company payable to a Bank, in the form of Exhibit C-2
(as such promissory note may be replaced from time to time) evidencing the
Indebtedness of the Company to such Bank resulting from such Banks Revolving
Loans, and also means all other promissory notes evidencing Revolving Loans
accepted from time to time in substitution therefor. Revolving Pro Rata Share
means, with respect to each Bank, a fraction (expressed as a decimal, rounded
to the fourth decimal place) the numerator of which is the Revolving Commitment
of such Bank at the time and the denominator of which is the Revolving
Commitments of the Banks.  The initial
Revolving Pro Rata Share for each Bank is the Pro Rata Share set forth as such
opposite the name of such Bank on Schedule 1.01. S&P means Standard
& Poors Ratings Service, presently a division of The McGraw-Hill
Companies, Inc. and its successors. SAR means the Sistema de Ahorro para el Retiro of Mexico.   13


Subsidiary of a Person
means any corporation, partnership, joint venture, limited liability company,
trust, estate or other entity of which more than 50% of the voting stock or
other equity interests (in the case of Persons other than corporations), is
owned or controlled directly or indirectly by such Person, or one or more of
the Subsidiaries of such Person, or a combination thereof. Unless the context
otherwise clearly requires, references herein to a Subsidiary refer to a
Subsidiary of the Company. Substitute Bank means (A)
a commercial bank (i) registered with the Ministry of Finance for purposes of
Article 195 of the Mexican Income Tax Law and (ii) resident (or the principal
office of which is a resident, if lending through a branch or agency) for tax
purposes in a jurisdiction (or a branch or agency of a financial institution
that is a resident of a jurisdiction) that is party to an income tax treaty
with Mexico that is in effect on the date of substitution, acceptable to the
Company and the Administrative Agent, each of whose consent will not be
unreasonably withheld (including a bank that is already a Bank hereunder) that
assumes the Commitment of a Bank, or is an assignee of the Loan of a Bank,
pursuant to the terms of this Agreement or (B) a multiple banking institution (institución de banca múltiple) that is organized as a sociedad anónima under Mexican law and is authorized to
engage in the business of banking by the Ministry of Finance. Taxes means any and all
present or future taxes, duties, levies, assessments, imposts, deductions,
withholdings or similar charges, and all liabilities with respect thereto,
including any related interest or penalties, imposed by Mexico or any political
subdivision or taxing authority thereof or therein or by any jurisdiction from
which the Company shall make any payment hereunder or under the Notes,
excluding, however, income, real property, franchise or similar taxes imposed
on the Administrative Agent or any Bank by a jurisdiction as a result of the
Administrative Agent or such Bank being organized under the laws of such
jurisdiction or being a resident of such jurisdiction to which income under
this Agreement is attributable or having a permanent establishment in such
jurisdiction or its Lending Office being located in such jurisdiction. Term Availability
Termination Date means the date that is five Business Days after the Closing
Date. Term Commitment means with
respect to each Bank, the obligation of such Bank to make a Term Loan to the
Company hereunder in the principal amount set forth opposite such Banks name
on Schedule 1.01 under the heading Term Commitments. Term Commitments means
the aggregate amount of Term Commitments of all Banks. Term Loan has the meaning
specified in Section 2.01(a). Term Loan Percentage
means, with respect to each Bank, a fraction (expressed as a decimal, rounded
to the fourth decimal place), the numerator of which is the aggregate principal
amount of the outstanding Term Loan of such Bank and the denominator of which
is the aggregate principal amount of all outstanding Term Loans.   14


Term Note means a
promissory note of the Company payable to a Bank, in the form of Exhibit C-1
(as such promissory note may be replaced from time to time), evidencing the
Indebtedness of the Company to such Bank resulting from such Banks Term Loans,
and also means all other promissory notes accepted from time to time in
substitution therefore. Term Pro Rata Share means,
with respect to each Bank, a fraction (expressed as a decimal, rounded to the
fourth decimal place) set forth as such opposite the name of such Bank on
Schedule 1.01. Total Funded Debt means,
at any time, without duplication, the outstanding principal balance of all
Indebtedness for borrowed money of the Company and its Consolidated
Subsidiaries and guarantees by the Company of obligations of third parties
unrelated to the Companys Core Business. type means, with respect
to any Loan, its character as a Base Rate Loan or a LIBOR Loan. Unfunded Pension Liability
means the excess of a Pension Plans benefit liabilities under Section 4001(a)(16)
of ERISA, over the current value of that Pension Plans assets, determined in
accordance with the assumptions used for funding the Pension Plan pursuant to
Section 412 of the Code for the applicable plan year. United States and US
each means the United States of America. US GAAP means generally
accepted accounting principles in the United States. 1.02         Other Interpretive Provisions. (a)           The meanings of defined terms are
equally applicable to the singular and plural forms of the defined terms. (b)           The words hereof, herein, hereunder
and similar words refer to this Agreement as a whole and not to any particular
provision of this Agreement; and Section, paragraph, Schedule and Exhibit
references are to this Agreement unless otherwise specified. (c)           The terms including and include
are not limiting and mean including without limitation and include without
limitation. (d)           In the computation of periods of time
from a specified date to a later specified date, the word from means from and
including; the words to and until each means to but excluding, and the
word through means to and including. (e)           The captions and headings of this
Agreement are for convenience of reference only and shall not affect the
interpretation of this Agreement.  15


1.03         Accounting Principles. (a)           Unless the context otherwise clearly
requires, all accounting terms not expressly defined herein shall be construed,
and all financial computations required under this Agreement shall be made, in
accordance 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         Commitments to Make the Loans. (a)           (i)            Each Bank, severally and not jointly
with the other Banks, agrees, on the terms and subject to the conditions hereinafter
set forth, to make a term loan in Dollars (each such loan, a Term Loan) to
the Company in a single disbursement on any Business Day on or prior to the
Term Availability Termination Date, in a principal amount not to exceed such
Banks Term Commitment. (ii)           No amounts prepaid or repaid with
respect to any Term Loan may be reborrowed. (iii)          The Term Loans shall be made from the
Banks ratably in accordance with their Term Pro Rata Shares. (b)           (i)            Each Bank, severally and not jointly
with the other Banks, agrees, on the terms and subject to the conditions
hereinafter set forth, to make revolving loans in Dollars (each such loan, a Revolving
Loan) to the Company from time to time, on any Business Day during the
Revolving Availability Period, in an aggregate principal amount not to exceed
at any time outstanding such Banks Revolving Commitment for the purposes
hereinafter set forth; provided, however, that after giving
effect to any Borrowing of Revolving Loans, the aggregate principal amount of
all outstanding Revolving Loans shall not exceed the Revolving Commitments then
in effect. (ii)           Within the limits of each Banks Re  volving Commitment, and subject to the other
terms and conditions hereof, Revolving Loans may consist of Base Rate Loans or
LIBOR Loans, or a combination thereof, as the Company may request, and may be
repaid, prepaid and reborrowed in accordance with the provisions hereof. (iii)          The Revolving Loans shall be made from
the Banks ratably in accordance with their Revolving Pro Rata Shares. (c)           If any Loan shall be made on the
Closing Date or within three (3) Business Days thereafter such Loan may be a
LIBOR Loan only if the Company delivers to the Administrative Agent a funding
indemnity letter in form and substance satisfactory to the Administrative
Agent.  16


2.02         Evidence
of Indebtedness. (a)           Each Banks Term Loan shall be
evidenced by a Term Note payable to the order of such Bank in a principal
amount equal to such Banks Term Loan, maturing on the Maturity Date. (b)           Each Banks Revolving Loans shall be
evidenced by a Revolving Note payable to the order of such Bank in a principal
amount equal to such Banks Revolving Commitment, maturing on the Maturity
Date. (c)           It is the intent of the Company and
the Banks that the Term Notes and the Revolving Notes qualify as a pagaré under Mexican Law. 
To the extent of any inconsistencies between the terms of any Note and
this Agreement, this Agreement shall prevail. 2.03         Procedure for Borrowing. (a)           Each Borrowing shall be made upon the
Companys irrevocable written notice delivered to the Administrative Agent in
the form of a Notice of Borrowing (which notice must be received by the
Administrative Agent prior to 11:00 a.m. (New York City time) (i) three
Business Days prior to the date of a proposed Borrowing comprised of LIBOR
Loans, and (ii) on the requested date of a proposed Borrowing comprised of Base
Rate Loans), specifying: (i)            the requested Borrowing Date, which
shall be a Business Day; (ii)           the aggregate amount of the
Borrowing, which (A) in the case of the Borrowing of Term Loans shall not
exceed the aggregate Term Commitments and (B) in the case of any Borrowing of
Revolving Loans, (x) shall not exceed the unused portion of the aggregate
Revolving Commitments and (y) shall be in a minimum principal amount of
US$5,000,000 or an integral multiple of US$1,000,000 in excess thereof; and (iii)          in the case of any Borrowing comprised
of LIBOR Loans, the duration of the initial Interest Period applicable to such
Loans. If the Notice of Borrowing shall fail to specify the duration of the
Interest Period for any Borrowing, such Interest Period shall, subject to
clauses (c) and (d) of the definition of Interest Period, be three months. (b)           The Administrative Agent will
promptly notify each Bank of its receipt of any Notice of Borrowing and of the
amount of such Banks Pro Rata Share of such Borrowing. (c)           Each Bank will make each Loan to be
made by it hereunder on any Borrowing Date to the Administrative Agent for the
account of the Company by, with respect to LIBOR Loans, 11:00 a.m. (New York
City time) or, with respect to Base Rate Loans, 1:00 p.m. (New York City time)
by wire transfer of immediately available funds to the account held by the
Administrative Agent for such purposes most recently designated by it by notice
to the Banks. The proceeds of all such Loans will then be made available to the
Company by the Administrative Agent, pursuant to Section 6.06, in like funds as
received by the Administrative Agent, by wire transfer in accordance with the
Notice of Borrowing.  17


(d)           (i)            The
Company may request more than one Borrowing per day; provided, however,
all          Loans comprising one
Borrowing shall have the same Interest Period. (ii)           All Term Loans shall be of the same
type and have the same Interest Period. (e)           After giving effect to any Borrowing
of Revolving Loans, there may not be more than ten Interest Periods in effect
with respect to Revolving Loans that are LIBOR Loans. 2.04         Continuation and Conversion
Elections. (a)           (i)            The Company may, upon irrevocable
written notice to the Administrative Agent, elect, as of the last day of any Interest Period for any
Borrowing of LIBOR Loans, to continue such LIBOR Loans for a further Interest
Period or to convert such LIBOR Loans to Base Rate Loans. (ii)           The Company may, upon irrevocable
written notice to the Administrative Agent, elect as of any Business Day, to
convert Base Rate Loans to LIBOR Loans. (b)           The Company shall deliver a Notice of
Continuation/Conversion to be received by the Administrative Agent not later
than 11:00 a.m. (New York City time) three Business Days prior to the date of
any proposed conversion of Base Rate Loans to, or continuation of, LIBOR Loans
or of any conversion of LIBOR Loans to Base Rate Loans, specifying: (i)            the Continuation/Conversion Date,
which shall be a Business Day; (ii)           the principal amount of the Loans to
be continued or converted; (iii)          whether the Company is requesting a
conversion of LIBOR Loans to Base Rate Loan or of Base Rate Loans to LIBOR
Loans, or a continuation of LIBOR Loans as LIBOR Loans; and (iv)          if applicable, the duration of the
next Interest Period with respect thereto. (c)           If upon the expiration of any
Interest Period for a Borrowing of LIBOR Loans, the Company has failed to
select timely a new Interest Period, the Company shall, subject to clauses (c)
and (d) of the definition of Interest Period, be deemed to have elected to
continue such Borrowing as LIBOR Loans having an Interest Period of one month.
Any such automatic continuation shall be effective as of the last day of the
Interest Period then in effect with respect to the applicable LIBOR Loans. (d)           The Administrative Agent will
promptly notify each Bank of its receipt of a Notice of
Continuation/Conversion, or, if no timely notice is provided by the Company,
the Administrative Agent will promptly notify each Bank of the Companys deemed
election of continuation. (e)           During the existence of a Default or
an Event of Default, no Loans may be converted to or continued as LIBOR Loans
without the consent of the Majority Banks, and the  18


Majority Banks may demand that any or all of the then
outstanding LIBOR Loans be converted immediately to Base Rate Loans. (f)            After giving effect to the
continuation or conversion of any Borrowing (i) there may not be more than ten
Interest Periods in effect with respect to Revolving Loans and (ii) the
aggregate principal amount of Revolving Loans then outstanding shall not exceed
the aggregate Revolving Commitments then in effect.  All Term Loans, if LIBOR Loans, shall have
the same Interest Period. 2.05         Prepayments. (a)           Subject to Section 3.05, the Company
may, at any time or from time to time, upon not less than three Business Days
irrevocable notice to the Administrative Agent, voluntarily prepay the Term
Loans in whole or in part, in minimum amounts of US$10,000,000 or any multiple
of $1,000,000 in excess thereof. The notice of prepayment shall specify the
date and amount of such prepayment. The Administrative Agent will promptly
notify each Bank of its receipt of any such notice, and of such Banks Term
Loan Percentage of such prepayment.  Any
prepayment of the Term Loans shall be applied to all Term Loans on a pro rata
basis according to each Banks Term Loan Percentage. (b)           Subject to Section 3.05, the Company
may, at any time or from time to time, upon not less than three Business Days
irrevocable notice to the Administrative Agent, voluntarily prepay the
Revolving Loans in whole or in part, in minimum amounts of US$5,000,000 or any
multiple of $1,000,000 in excess thereof. The notice of prepayment shall
specify the date and amount of such prepayment. The Administrative Agent will
promptly notify each Bank of its receipt of any such notice, and of such Banks
Revolving Loan Percentage of such prepayment. 
Any prepayment of the Revolving Loans shall be applied to all Revolving
Loans on a pro rata basis according to each Banks Revolving Loan Percentage. 2.06         Termination
or Reduction of Commitments; Conversion to Term Loans. (a)           (i)            Prior to the Term Availability
Termination Date, the Company may, upon three Business Days irrevocable notice to the
Administrative Agent, terminate or reduce the Term Commitments; provided that
any partial reduction of the Term Commitments shall be in a minimum aggregate
amount of US$10,000,000 or an integral multiple of US$5,000,000 in excess
thereof. (ii)           The Term Commitments shall
automatically terminate at the close of business on the earlier to occur of (i) the
date of the Borrowing of Term Loans and (ii) the Term Availability
Termination Date. (b)           The Company may, upon three Business
Days irrevocable notice to the Administrative Agent, terminate the Revolving
Commitments or, from time to time permanently reduce the Revolving Commitments
then in effect; provided that any partial reduction of the Revolving
Commitments (i) shall be in a minimum aggregate amount of US$5,000,000 or an
integral multiple of US$1,000,000 in excess thereof and (ii) the Company shall
not  19


reduction, the aggregate principal amount of
Revolving Loans then outstanding would exceed the aggregate Revolving
Commitments. (c)           The Administrative Agent shall
promptly notify the Banks of its receipt of any notice of termination or
reduction of the Commitments. Any reduction of the Term Commitment or the
Revolving Commitments shall be applied to the Term Commitment or the Revolving
Commitment of each Bank, as applicable, according to its Pro Rata Share. 2.07         Repayment
of the Loans. (a)           The Company shall repay the principal
amount of the Term Loans on the Maturity Date. (b)           All Revolving Loans then outstanding
shall be repaid on the Maturity Date. 2.08         Interest. (a)           Subject to the provisions of
paragraph (c) below, (i) each LIBOR Loan shall bear interest on the outstanding
principal amount thereof for each Interest Period at a rate per annum equal to
LIBOR for such Interest Period plus the Applicable Margin, and (ii) each Base
Rate Loan shall bear interest on the outstanding principal amount hereof from
the applicable Borrowing Date or date of conversion at a rate per annum equal
to the Alternate Base Rate plus the Applicable Margin. (b)           Interest on each Loan shall be paid
in arrears on each Interest Payment Date. Interest shall also be paid on the
date of any prepayment of Loans under Section 2.05 with respect to the
portion of the Loans so prepaid, and upon payment (including prepayment) in
full of the Loans. During the existence of any Event of Default, interest shall
be payable on demand. (c)           Any overdue principal and, to the
extent permitted by applicable law, overdue interest or other amount payable
hereunder shall bear interest payable on demand, for each day from the date
payment thereof was due to the date of actual payment, at a rate per annum
equal to (i) in the case of the principal amount of any Loan, (A) the interest
rate then in effect, including the Applicable Margin then in effect plus
(B) 2% and (ii) in the case of interest or any other amount, (A) the
Alternate Base Rate plus (B) the Applicable Margin then in effect plus (C) 2%. (d)           Anything herein to the contrary
notwithstanding, the obligations of the Company to any Bank hereunder shall be
subject to the limitation that payments of interest shall not be required for
any period for which interest is computed hereunder, to the extent (but only to
the extent) that contracting for or receiving such payment by such Bank would
be contrary to the provisions of any law applicable to such Bank limiting the
highest rate of interest that may be lawfully contracted for, charged or
received by such Bank, and in such event the Company shall pay such Bank
interest at the highest rate permitted by applicable law.  20


2.09         Fees. (a)           On the Closing Date, the Company
shall pay to the Administrative Agent for the account of each Bank, an up-front
fee as agreed upon by the Company and the Bookrunner in accordance with the fee
letter, dated as of July 7, 2005, in all cases free and clear of any and all withholding
or equivalent taxes. (b)           The Company agrees to pay to the
Administrative Agent for the account of each Bank a commitment fee (the Commitment
Fee) on the average daily unused portion of such Banks Revolving Commitment
at a rate per annum equal to 0.20%. (c)           The Commitment Fee shall accrue from,
and including, the Closing Date to, but excluding, the date such Revolving
Commitment terminates and shall be payable quarterly in arrears on the last day
of each calendar quarter and on the effective date of any termination or
reduction of the Revolving Commitments, commencing on the first such date to
occur after the date hereof. 2.10         Computation of Interest and Fees. (a)           Computation of interest on Base Rate
Loans, when the Alternate Base Rate is determined based on BBVAs prime rate,
shall be calculated on the basis of a year of 365 or 366 days, as the case may
be, and the actual number of days elapsed (including the first day but
excluding the last day). All other computations of interest and fees which are
computed on a per annum basis shall be calculated on the basis of a year of 360
days and the actual number of days elapsed (including the first day but
excluding the last day). (b)           Each determination of LIBOR or the
applicable Alternate Base Rate by the Administrative Agent shall be conclusive
and binding on the Company and the Banks in the absence of manifest error. (c)           The Administrative Agent shall notify
the Company and the Banks of any change in BBVAs prime rate used in
determining the Alternate Base Rate promptly following the public announcement
of such change. 2.11         Payments
by the Company. (a)           Subject to 3.01, all payments to be
made by the Company shall be made without condition or deduction for any
set-off, counterclaim or other defense. Except as otherwise expressly provided
herein, all payments by the Company shall be made to the Administrative Agent
for the account of the Banks at the Administrative Agents Payment Office, and
shall be made in Dollars and in immediately available funds, no later than
12:00 noon (New York City time) on the date specified herein. The
Administrative Agent will promptly distribute to each Bank its pro rata share
(or other applicable share as expressly provided herein) of such payment in
like funds as received by wire to such Banks Lending Office. Any payment
received by the Administrative Agent later than 12:00 noon (New York City time)
may be deemed, at the election of the  21


Administrative Agent to have been received on the
following Business Day and any applicable interest or fee shall continue to
accrue. (b)           Subject to the provisions set forth
in the definition of Interest Period herein, whenever any payment is due on a
day other than a Business Day, such payment shall be made on the following
Business Day, and such extension of time shall in such case be included in the
computation of interest. (c)           Unless the Administrative Agent
receives notice from the Company prior to the date on which any payment is due to
the Banks that the Company will not make such payment in full as and when
required, the Administrative Agent may assume that the Company has made such
payment in full to the Administrative Agent on such date in immediately
available funds and the Administrative Agent may (but shall not be so
required), in reliance upon such assumption, distribute to each Bank on such
due date an amount equal to the amount then due such Bank. If and to the extent
the Company has not made such payment in full to the Administrative Agent, each
Bank shall forthwith on demand repay to the Administrative Agent amount
distributed to such Bank to the extent not paid by the Company, together with
interest thereon at the Federal Funds Rate for each day from the date such
amount is distributed to such Bank until the date recovered by the
Administrative Agent; provided that if any amount remains unpaid by any Bank
for more than five Business Days, such Bank shall pay interest thereon to the
Administrative Agent at a rate per annum equal to the Alternate Base Rate, plus
the Applicable Margin then in effect, plus 2%. 2.12         Payments by the Banks to the
Administrative Agent. (a)           Unless the Administrative Agent
receives notice from a Bank that such Bank will not make available, as and when
required hereunder to the Administrative Agent for the account of the Company
the amount of such Banks Pro Rata Share of any Borrowing, the Administrative
Agent may, but shall not be required to, assume that each Bank has made such
amount available to the Administrative Agent on such date in accordance with
this Agreement and the Administrative Agent may in its sole discretion (but
shall not be so required), in reliance upon such assumption, make available to
the Company on such date a corresponding amount.  If and to the extent any Bank shall not have
made its full amount available to the Administrative Agent in immediately
available funds and the Administrative Agent in such circumstances has made
available to the Company such amount, such Bank shall on the Business Day
following such Borrowing Date make such amount available to the Administrative
Agent, together with interest at the Federal Funds Rate for each day during
such period. If such amount is so made available, such payment to the
Administrative Agent shall constitute such Banks Loan on such Borrowing Date
for all purposes of this Agreement. If such amount is not made available to the
Administrative Agent on the Business Day following such Borrowing Date, the
Administrative Agent will notify the Company of such failure to fund and, upon
demand by the Administrative Agent, the Company shall pay such amount to the
Administrative Agent for the Administrative Agents account, together with
interest thereon for each day elapsed since such Borrowing Date, at a rate per
annum equal to the interest rate applicable at the time to the Loans comprised
in such Borrowing; provided that if the  22


Company fails to pay such amount to the
Administrative Agent within five Business Days after the date of notification
of such failure from the Administrative Agent, the Company shall pay interest
thereon to the Administrative Agent at a rate per annum equal to the Alternate
Base Rate, plus the Applicable Margin then in effect, plus 2%. (b)           If Bank makes available to the
Administrative Agent funds for any Loan to be made by such Bank as provided in
this Article II, and such funds are not made available to the Company by the
Administrative Agent because the conditions to the applicable Borrowing set
forth in Article IV are not satisfied or waived in accordance with the terms
hereof, the Administrative Agent shall return such funds (in like funds as
received from such Bank) to such Bank, without interest. (c)           The obligations of the Banks
hereunder to make Loans are several and not joint. The failure of any Bank to
make any Loan on any Borrowing Date shall not relieve any other Bank of any
obligation hereunder to make a Loan on such date, but no Bank shall be
responsible for the failure of any other Bank to make the Loan to be made by
such other Bank on such Borrowing Date. 2.13         Sharing of Payments, Etc.  If, other than as expressly provided
elsewhere herein, any Bank shall obtain on account of the Loans made by it any
payment (whether voluntary, involuntary, through the exercise of any right of
set-off, or otherwise) in excess of its pro rata share of such payment (or
other share contemplated hereunder), such Bank shall immediately (a) notify the
Administrative Agent of such fact, and (b) purchase (for cash at face value)
participations in the Loans of the other Banks to the extent necessary to cause
such purchasing Bank to share the benefit of all such excess payments pro rata
with each of them; provided, however, that (A) if any such
participations are purchased and all or any portion of such excess payment is
thereafter recovered from the purchasing Bank, such participations shall, to
that extent, be rescinded and each other Bank shall repay to the purchasing
Bank the purchase price paid therefor, together with an amount equal to such
paying Banks ratable share (according to the proportion of (i) the amount of
such paying Banks required repayment to (ii) the total amount so recovered
from the purchasing Bank) of any interest or other amount paid or payable by
the purchasing Bank in respect of the total amount so recovered, and
(B) the provisions of this paragraph shall not be construed to apply to
any payment made by the Company pursuant to and in accordance with the express
terms of this Agreement or any payment obtained by a Bank as consideration for
the assignment of or sale of a participation in any of its Loans to any
assignee or participant, other than to the Company or any Subsidiary thereof
(as to which the provisions of this paragraph shall apply). The Company agrees
that any Bank so purchasing an interest from another Bank may, to the fullest
extent permitted by law, exercise all its rights of payment (including the
right of set-off) with respect to such participation as fully as if such Bank
were the direct creditor of the Company in the amount of such
participation.  The Administrative Agent
will keep records (which shall be conclusive and binding in the absence of
manifest error) of interests purchased under paragraph (b) above and will in
each case notify the Banks and the Company following any such purchases or
repayments.  Each Bank that purchases an
interest in the Loans pursuant to paragraph (b) above shall from and after such
purchase have the right to give  23


all
notices, requests, demands, directions and other communications under this
Agreement with respect to the portion of the Obligations purchased to the same
extent as though the purchasing Bank were the original owner of the Obligations
purchased. ARTICLE III
TAXES, YIELD PROTECTION AND ILLEGALITY 3.01         Taxes. (a)           Any and all payments by the Company
to or for the account of any Bank or the Administrative Agent pursuant to this
Agreement and any other Loan Document shall be made free and clear of, and
without deduction or withholding for, any Taxes.  In addition, the Company shall pay all Other
Taxes. (b)           If the Company shall be required by
law to deduct or withhold any Taxes or Other Taxes from or in respect of any
sum payable hereunder or under any other Loan Document to any Bank or the
Administrative Agent, then: (i)            the sum payable shall be increased
as necessary so that, after making all required deductions and withholdings
(including deductions and withholdings applicable to additional sums payable
under this Section 3.01), such Bank or the Administrative Agent, as the case
may be, receives and retains an amount equal to the sum it would have received
and retained had no such deductions or withholdings been made; (ii)           the Company shall make such
deductions and withholdings; (iii)          the Company shall pay the full amount
deducted or withheld to the relevant taxing authority or other authority in
accordance with applicable law; and (iv)          in the event of an increase, after the
date of this Agreement, in the Mexican withholding tax rate to a rate in excess
of the rate applicable to each Bank party hereto on the date hereof, the
Company shall also pay to each Bank or the Administrative Agent for the account
of such Bank, at the time interest is paid, all additional amounts that such
Bank specifies as necessary to preserve the after-tax yield such Bank would
have received if such Taxes or Other Taxes had not been imposed. (c)           The Company agrees to indemnify and
hold harmless each Bank for the full amount of (i) Taxes and (ii) Other Taxes
in the amount that such Bank specifies as necessary to preserve the after-tax
yield such Bank would have received if such Taxes or Other Taxes had not been
imposed, and any liability (including penalties, interest, additions to tax and
expenses) arising therefrom or with respect thereto, whether or not such Taxes
or Other Taxes were correctly or legally asserted. Payment under this paragraph
(d) indemnification shall be made within 30 days after the date any Bank or the
Administrative Agent makes written demand therefor. (d)           Within 30 days after the date of any
payment by the Company of Taxes or Other Taxes, the Company shall furnish to
the Administrative Agent (which shall forward the same to  24


each
Bank) the original or a certified copy of a receipt, or other evidence
satisfactory to the Administrative Agent, evidencing payment thereof. (e)           Each Bank shall, from time to time at
the request of the Company or the Administrative Agent (as the case may be),
promptly furnish to the Company or the Administrative Agent (as the case may
be), such forms, documents or other information (which shall be accurate and
complete) as may be reasonably required to establish any available exemption
from, or reduction in the amount of, applicable Taxes; provided, however,
that none of any Bank or the Administrative Agent shall be obliged to disclose
information regarding its tax affairs or computations to the Company in
connection with this paragraph (e) or any other information that is protected
by bank secrecy provisions.  Each of the
Company and the Administrative Agent shall be entitled to rely on the accuracy
of any such forms, documents or other information furnished to it by any Person
and shall have no obligation to make any additional payment or indemnify any
Person for any Taxes, in excess of applicable Taxes under Article 195, Section
I, subsection (a) (or any successor provision) of Mexicos Income Tax Law,
interest or penalties that would not have became payable by such Person had
such documentation been accurate. 3.02         Illegality. (a)           If any Bank determines that any
Requirement of Law has made it unlawful, or that any Governmental Authority has
asserted that it is unlawful, for any Bank or its applicable Lending Office to
make, maintain or fund any Commitment or any Loan contemplated by this Loan
Agreement, or materially restricts the authority of such Bank to purchase or
sell, or to take deposits of, Dollars in the London interbank market, or to
determine or charge interest rates based upon LIBOR, then, on notice thereof by
such Bank to the Company through the Administrative Agent, such Bank, together
with Banks giving notice, shall be an Affected Bank and by written
notice to the Company and to the Administrative Agent: (i)            any obligation of such Bank to make
or continue Loans of that type or to convert Base Rate Loans to LIBOR Loans or
vice-versa, shall be suspended until the circumstances giving rise to such
determination no longer exist; (ii)           such Affected Bank may declare that
such Loans will not thereafter (for the duration of such unlawfulness or
impossibility) be made by such Affected Bank hereunder, whereupon, in the case
of any request for a LIBOR Loan, as to such Affected Bank, such request shall
only be deemed a request for a Base Rate Loan (unless it should also be illegal
for the Affected Bank to provide a Base Rate Loan, in which case such Loan
shall bear interest at a commensurate rate to be agreed upon by the
Administrative Agent and the Affected Bank, and so long as no Event of Default
shall have occurred and be continuing, the Company), unless such declaration
shall be subsequently withdrawn; (iii)          such Affected Bank may require, only
if such Requirement of Law prohibits the maintenance of LIBOR Loans, that all
outstanding LIBOR Loans, made by it be converted to Base Rate Loans, in which
event all such LIBOR Loans shall be  25


automatically converted to Base Rate Loans as of the
effective date of such notice as provided in paragraph (b) below; and (iv)          if it is also illegal for the Affected
Bank to make Base Rate Loans, such Loans shall bear interest until the end of
the next Interest Period at a commensurate rate to be agreed upon by the
Administrative Agent and the Affected Bank and, so long as no Event of Default
shall have occurred and be continuing, the Company, unless it is unlawful for
such Affected Bank to do so or it would materially restrict the authority of
such Affected Bank to purchase or sell, or to take deposits of Dollars in the
London Interbank Market; in such case or after the end of such Interest Period
such Affected Bank may continue such Loans at such rate or declare all amounts
owed to them by the Company to the extent of such illegality to be due and
payable; provided, however, the Company has the right, with the
consent of the Administrative Agent to find an additional Bank to purchase the
Affected Banks rights and obligations. In the event any Bank shall
exercise its rights under (i) or (ii) above with respect to any Loans, all
payments and prepayments of principal that would otherwise have been applied to
repay the Loans that would have been made by such Bank or the converted LIBOR
Loans of such Bank shall instead be applied to repay the Base Rate Loans made
by such Bank in lieu of, or resulting from the conversion, of such LIBOR
Loans.  Upon any such prepayment or
conversion, the Company shall also pay interest on the amount so prepaid or
converted. (b)           For purposes of this Section 3.02, a
notice to the Company by any Bank shall be effective as to each identified
Loan, if lawful, on the last day of the Interest Period currently applicable to
such Loan; in all other cases such notice shall be effective on the date of
receipt by the Company. 3.03         Inability to Determine Rates.  If the Administrative Agent determines, or in
the case of clause (c) below is informed by the Majority Banks, in connection
with any request for a LIBOR Loan or a conversion to or continuation thereof
that (a) Dollar deposits are not being offered to banks in the London interbank
market for the applicable amount and Interest Period of such LIBOR Loan, (b)
adequate and reasonable means do not exist for determining LIBOR applicable to
such Interest Period, or (c) LIBOR for such LIBOR Loan does not adequately and
fairly reflect the cost to the Majority Banks of making or maintaining such
LIBOR Loan, the Administrative Agent will promptly notify the Company and each
Bank.  Thereafter, the obligation of the
Banks to make or maintain LIBOR Loans shall be suspended until the
Administrative Agent revokes such notice. 
Upon receipt of such notice, the Company may revoke any pending request
for a Borrowing, conversion or continuation of LIBOR Loans or, failing that,
will be deemed to have converted such request into a request for a Borrowing
comprised of Base Rate Loans or a request for conversion to Base Rate Loans in
the amount specified therein. 3.04         Increased Costs and Reduction of
Return. (a)           If any Bank reasonably determines
that, due to either (i) the introduction of, or any change in, or any change in
the interpretation or application of, any Requirement of Law  26


or (ii) the compliance by such Bank with any
guideline, directive or request from any central bank or other Governmental
Authority (whether or not having the force of law), there shall be any increase
in the cost to such Bank of agreeing to make or making, funding or maintaining
its Loans to the Company or to reduce any amount receivable hereunder (in
either case other than payment on account of 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), promptly pay to the
Administrative Agent for the account of such Bank, additional amounts as are
sufficient to compensate such Bank for such increased costs or reduced amount
receivable. (b)           If any Bank reasonably determines
that (i) the introduction of any Capital Adequacy Regulation, (ii) any change
in any Capital Adequacy Regulation, (iii) any change in the interpretation or
administration of any Capital Adequacy Regulation by any central bank or other
Governmental Authority charged with the interpretation or administration
thereof, or (iv) compliance by the Bank (or its Lending Office) with any
Capital Adequacy Regulation affects or would affect the amount of capital
required or expected to be maintained by such Bank or any corporation
controlling such Bank and determines that the amount of such capital is
increased as a consequence of its Commitment, Loans or obligations under this
Agreement, then, upon demand of such Bank to the Company through the
Administrative Agent, the Company shall pay to the Administrative Agent for the
account of such Bank, from time to time as specified by such Bank, additional
amounts sufficient to compensate the Bank for such increase. 3.05         Funding Losses.  The Company shall reimburse each Bank and
hold each Bank harmless from (in each case by prompt payment of any relevant
amounts to the Administrative Agent for the account of such Bank) any loss or
expense that the Bank may sustain or incur, including but not limited to, any
loss incurred in obtaining, liquidating or redeploying deposits bearing
interest by reference to LIBOR from third parties (Funding Losses) as a
consequence of: (a)           the failure of the Company to make on
a timely basis any payment of principal of any Loan; (b)           the failure of the Company to borrow
or continue or convert a Loan after the Company has given (or is deemed to have
given) a Notice of Borrowing or a Notice of Continuation/Conversion; (c)           the failure of the Company to make
any prepayment in accordance with any notice delivered under Section 2.05; or (d)           the prepayment (including pursuant to
Section 2.05, Section 2.06 or Section 2.07) or other payment (including after
acceleration thereof) of any Loan on a day that is not the last day of the relevant
Interest Period therefor; including any such loss or expense arising from the
liquidation or reemployment of funds obtained by such Bank to maintain such
Loan or from fees payable to terminate the deposits from which such funds were
obtained. The Borrower shall also pay any customary and reasonable
administrative fees charged by such Bank in connection with the foregoing.  27


3.06         Reserves on Loans.  The Company shall pay to each Bank, as long
as such Bank shall be required to maintain reserves with respect to liabilities
or assets consisting of or including Eurocurrency funds or deposits (currently
known as Eurocurrency liabilities), additional interest on the unpaid
principal amount of such Banks LIBOR Loans equal to the actual costs of such
reserves allocated to such LIBOR Loans by such Bank (as determined by such Bank
in good faith, which determination shall be conclusive, absent manifest error),
payable on each date on which interest is payable on such Loans, provided the
Company shall have received at least 15 days prior written notice (with a copy
to the Administrative Agent) of such additional interest from such Bank. If a
Bank fails to give notice 15 days prior to the relevant Interest Payment Date,
such additional interest shall be payable 15 days from receipt of such notice. 3.07         Certificates of Banks. (a)           Any Bank claiming reimbursement or
compensation under this Article III shall deliver to the Company (with a copy
to the Administrative Agent) a certificate setting forth in reasonable detail
the amount payable to such Bank hereunder and the reasons for such claim and
such certificate shall be conclusive and binding on the Company in the absence
of manifest error. (b)           Each Bank agrees to notify the
Company of any claim for reimbursement pursuant to Section 3.04 or 3.06 not
later than 60 days after any officer of such Bank responsible for the
administration of this Agreement receives actual knowledge of the event giving
rise to such claim. If any Bank fails so to give notice, the Company shall only
be required to reimburse or compensate such Bank, retroactively, for claims
pertaining to the period of 60 days immediately preceding the date the claim
was made. 3.08         Change of Lending Office.  Each Bank agrees that, upon the occurrence of
any event giving rise to an obligation of the Company under Section 3.01,
Section 3.02, Section 3.04 or Section 3.06 with respect to such Bank, it will,
if requested by the Company, use reasonable efforts (subject to overall policy
considerations of such Bank) to designate another Lending Office for any Loans
affected by such event or take other action; provided that such Bank and its
Lending Office suffer no economic, legal or regulatory disadvantage, with the
object of avoiding the consequence of the event giving rise to the obligation
under any such Section.  Nothing in this
Section shall affect or postpone any of the Obligations of the Company or the
right of any Bank provided in Section 3.01, Section 3.02, Section 3.04 or
Section 3.06. 3.09         Substitution of Bank.  Upon the receipt by the Company from any Bank
of a claim for compensation under Section 3.01 (including, in particular,
Section 3.01(b)(iv)), 3.02, Section 3.04 or Section 3.06, or giving rise to the
operation of Section 3.02, the Company may, at its option, (i) request
such Bank to use its best efforts to seek a Substitute Bank willing to assume
such Banks Term Commitment (or, after the date of termination of the Term
Commitments, acquire such Banks Term Loan) and Revolving Commitment and
Revolving Loans or (ii) replace such Bank with a Substitute Bank or
Substitute Banks that shall succeed to the rights and obligations of such Bank
under this Agreement upon execution of an Assignment and Acceptance; or (iii) remove
such Bank, reduce the  28


Commitments
by the amount of the Commitments of such Bank, and adjust the Pro Rata Share of
each Bank such that the percentage of each other Bank shall be increased to equal
the percentage equivalent of a fraction, the numerator of which is the
Commitment of such other Bank and the denominator of which is the Commitments
of the Banks minus the Commitments of the Bank who demanded payment pursuant to
Sections 3.01, 3.02, 3.04, or 3.06 or giving rise to the operation of
Section 3.02; provided, however, that such Bank shall not be
replaced or removed hereunder until such Bank has been repaid in full all
amounts owed to it pursuant to this Agreement and the other Loan Documents
(including Sections 2.09, 3.01, 3.04, and 3.06) unless any such amount is
being contested by the Borrower in good faith. 3.10         Survival.  The agreements and obligations of the Company
in this Article III shall survive the payment of all other Obligations. ARTICLE
IV
CONDITIONS PRECEDENT 4.01         Conditions to Effectiveness.  The obligation of each Bank hereunder is
subject to the condition that the Administrative Agent shall have received on
or before the Closing Date all of the following, in form and substance
satisfactory to the Administrative Agent and each Bank, and, except for the
Notes, in sufficient copies for each Bank: (a)           Loan Agreement and Notes. This
Agreement duly executed by each of the parties hereto and the Term Notes and
Revolving Notes duly executed by the Company; (b)           Organizational Documents.  Copies, certified by a notary public as to
authenticity and by an officer of the Company as to effectiveness, of each of
the (i) acta constitutivaand (ii) the estatutos sociales of the Company as in effect on the
Closing Date; (c)           Resolutions; Incumbency. (i)            Copies of all applicable
powers-of-attorney (poderes)
designating the Persons authorized to execute this Agreement and the other Loan
Documents on behalf of the Company, certified by a notary public and by the
Secretary or an Assistant Secretary of the Company; and (ii)           A certificate of the Secretary or
Assistant Secretary of the Company (1) certifying the names and true
signatures of the officers of the Company authorized to execute, deliver and perform,
as applicable, this Agreement and all other Loan Documents to be delivered by
it hereunder; and (2) attaching copies of all documents evidencing all
necessary corporate action and governmental approvals, if any, with respect to
the authorization for the execution, delivery and performance of each such Loan
Document and the transactions contemplated hereby and thereby. (iii)          Such certificates shall state that the
resolutions or other information referred to in such certificates have not been
amended, modified, revoked or rescinded as of the date of such certificates.  29


(d)           Governmental Authorizations.
Evidence satisfactory to the Administrative Agent that all approvals,
authorizations or consents of, or notices to, or registrations with, any
Governmental Authority (including exchange control approvals) or third parties,
if any, required in connection with the execution and performance by the
Company of this Agreement have been obtained and are in full force and effect.
If no such approvals, authorizations, consents, notices or registrations are
necessary, a certificate executed by an authorized officer of the Company,
shall be delivered to the Administrative Agent so stating; (e)           Process Agent. The acceptance
by the Process Agent to act as agent for service of process for the Company in
connection with any proceeding relating to this Agreement or the Notes brought
in New York together with a copy certified by a Mexican public notary of the
power of attorney granted by the Company in favor of the Process Agent. (f)            Legal Opinions. (i) A
favorable opinion of Salvador Vargas, Esq., General Counsel of the Company;
substantially in the form of Exhibit F, (ii) a favorable opinion of Milbank,
Tweed, Hadley & McCoy LLP, special New York counsel to the Company,
substantially in the form of Exhibit G; (iii) a favorable opinion of Sullivan
& Cromwell LLP, special New York counsel to the Administrative Agent and
(iv) a favorable opinion of Ritch, Heather y Mueller, S.C., special Mexican
counsel to the Administrative Agent; (g)           Payment of Fees. Evidence of
payment by the Company (or irrevocable instructions of the Company to use the
proceeds of the Loans for the payment) of (i) all fees payable to the Banks,
the Administrative Agent and the Bookrunner on the Closing Date, and (ii) all
reasonable costs and expenses to the extent due and payable to the
Administrative Agent or the Bookrunner on the Closing Date, together with
Attorney Costs for the preparation and execution of this Agreement of the
Administrative Agent to the extent invoiced prior to or on the Closing Date,
plus such additional amounts of Attorney Costs as shall constitute its
reasonable estimate of Attorney Costs incurred or to be incurred by it through
the closing proceedings (provided that such estimate shall not thereafter
preclude a final settling of accounts between the Company and the
Administrative Agent), and (iii) any other amounts then due and payable under
the Term Loans and Revolving Loans; (h)           Certificate. A certificate
signed by a Responsible Officer of the Company, dated as of the Closing Date,
stating that: (i)            the representations and warranties
contained in Article V are true and correct on and as of such date, as though
made on and as of such date; (ii)           no Default or Event of Default has
occurred and is continuing; and (iii)          there has occurred since December 31,
2004, (A) no event or circumstance that has had or could reasonably be expected
to have a Material Adverse Effect and (B) no event or circumstance of a
financial, political or economic nature in Mexico which has had or could
reasonably be expected to have a material adverse effect on the ability of the
Company to perform its obligations under this Agreement or any other Loan
Document;  30


(i)            Repayment of Existing Facility.
Evidence that the Existing Facility has been or on or prior to the Closing Date
will be terminated in full in accordance with its respective terms, any
promissory notes issued thereunder shall have been cancelled or returned to the
Borrower, all outstanding loans issued under the Existing Facility, shall have
been, or will be with the proceeds of the first Borrowing hereunder, paid in
full and all commitments shall have been, or will on the same day be,
terminated, or cancelled.  The parties
hereto agree that the first Notice of Borrowing may be given under this
Agreement to repay or reimburse any outstanding obligations under the Existing
Facility; and (j)            Other Documents. Such other
certificates, powers of attorney, approvals, opinions, documents or materials
as the Administrative Agent or any Bank (through the Administrative Agent) may
reasonably request. 4.02         Conditions to All Borrowings.  The obligation of each Bank to make any Loan
to be made by it (including its initial Loan) is subject to the satisfaction of
the following conditions on each Borrowing Date: (a)           Notice of Borrowing. The
Administrative Agent shall have received a Notice of Borrowing from the
Company; (b)           Representations and Warranties.  The representations and warranties of the
Company contained in this Agreement or in any other Loan Document, or which are
contained in any document furnished at any time under or in connection herewith
or therewith, shall be true and correct in all material respects on and as of
the date of such Borrowing Date, except to the extent that such representations
and warranties specifically refer to an earlier date, in which case they shall
be true and correct in all material respects as of such earlier date, and
except that for purposes of this Section 4.02, the representations and
warranties contained in paragraphs (a) and (b) of Section 5.06 shall be deemed
to refer to the most recent statements furnished pursuant to clauses (a) and
(b) respectively, of Section 6.01; and (c)           No Existing Default.  No Default or Event of Default shall have
occurred and be continuing either prior to or after giving effect to the
transactions contemplated on the Closing Date. ARTICLE
V
REPRESENTATIONS AND WARRANTIES The Company represents and
warrants to the Administrative Agent and each Bank that: 5.01         Corporate
Existence and Power.  The Company and
each of its Subsidiaries: (a)           is a corporation duly organized and
validly existing under the laws of its corresponding jurisdiction;  31


(b)           has all requisite corporate power and
authority and all requisite governmental licenses, authorizations, consents and
approvals to (i) conduct its business and to own its Properties except to the
extent that the failure to obtain any such governmental license, authorization,
consent or approval could not reasonably be expected to have a Material Adverse
Effect and (ii) (with respect to the Company only) to execute, deliver and
perform all of its obligations under this Agreement and the Notes; and (c)           is in compliance with all
Requirements of Law, except to the extent that the failure to comply therewith
could not reasonably be expected to have a Material Adverse Effect. 5.02         Corporate Authorization; No
Contravention.  The execution and
delivery of, and performance by the Company under this Agreement and each other
Loan Document have been duly authorized by all necessary corporate action, and
do not and will not: (a)           contravene the terms of the Companys
estatutos socialesin effect, (b)           conflict with or result in any breach
or contravention of, or the creation of any Lien under, (i) any document
evidencing any Contractual Obligation to which the Company is a party or (ii)
any order, injunction, writ or decree of any Governmental Authority to which
the Company or its Property is subject; or (c)           violate or contravene any Requirement
of Law. 5.03         No Additional Governmental
Authorization.  No approval
(including exchange control approval), consent, exemption, authorization,
registration or other action by, or notice to, or filing with, any Governmental
Authority or other third party is necessary or required in connection with the
execution, delivery or performance by, or enforcement against, the Company of
this Agreement or any other Loan Document other than as have been obtained
pursuant to Section 4.01(d). 5.04         Binding Effect.  This Agreement has been and each other Loan
Document, when delivered hereunder, will have been, duly executed and delivered
by the Company. This Agreement constitutes, and each other Loan Document when
so delivered will constitute, a legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms, except
as enforceability may be limited by applicable bankruptcy, insolvency, concurso mercantil, quiebra, or
similar laws affecting the enforcement of creditors rights generally or by
equitable principles relating to enforceability (regardless of whether enforcement
thereof is sought in a proceeding at law or in equity). 5.05         Litigation.  Except as disclosed in Schedule 5.05 on the
date hereof and as otherwise disclosed by the Company in the Financial
Statements delivered pursuant to Section 6.01(a) or in the most recent annual
report of the Company either (i) on Form 20-F as filed with the
Securities and Exchange Commission or (ii) in an annual report filed with
the Mexican Stock Exchange, there are no actions, suits, proceedings, claims or
disputes pending, or to the best knowledge of the Company, threatened or
contemplated, at law, in  32


equity,
in arbitration or before any Governmental Authority, by or against the Company
or any of its Material Subsidiaries, which: (a)           purport to affect the legality,
validity or enforceability of this Agreement or any other Loan Document, or any
of the transactions contemplated hereby or thereby; or (b)           if determined adversely to the
Company or such Material Subsidiary, could reasonably be expected to have a
Material Adverse Effect. 5.06         Financial Information; No Material
Adverse Effect; No Default. (a)           The Companys audited consolidated
financial statements for the Fiscal Year ended December 31, 2004 (copies of
which have been furnished to the Administrative Agent and each Bank) are
complete and correct in all material respects, have been prepared in accordance
with Mexican GAAP and fairly present in accordance with Mexican GAAP the
financial condition of the Company and its Consolidated Subsidiaries as of such
date and the results of their operations for the Fiscal Year ended December 31,
2004. (b)           The Companys unaudited financial
statements for the Fiscal Quarter ended March 31, 2005 (copies of which have
been furnished to the Administrative Agent and each Bank) are complete and
correct in all material respects, have been prepared in accordance with Mexican
GAAP and fairly present in accordance with Mexican GAAP the financial condition
of the Company and its Consolidated Subsidiaries as of such date and the
results of their operations for the period covered thereby, subject to the
absence of footnotes and to normal year-end audit adjustments. (c)           Since the date of the most recent
audited financial statements, there has occurred no development, event or
circumstance, either individually or in the aggregate, which has had, or could
reasonably be expected to have, a Material Adverse Effect. (d)           As of the Closing Date and each
Borrowing Date, neither the Company nor any of its Material Subsidiaries is in
default under or with respect to any Contractual Obligation in any respect
which, individually or together with all such defaults, could reasonably be
expected to have a Material Adverse Effect, or that would, if such default had
occurred after the Closing Date or such Borrowing Date, create an Event of
Default under Section 8.01(e). 5.07         Pari
Passu.  The Obligations constitute
direct, unconditional and general obligations of the Company and rank pari
passu in all respects with all other unsecured and unsubordinated Indebtedness
of the Company, except those ranking senior by operation of law (and not by
contract or agreement). 5.08         Taxes.  The Company and its Material Subsidiaries
have timely filed all tax returns and reports required to be filed under the
laws of Mexico, and have timely paid all taxes, assessments, fees and other
governmental charges levied or imposed upon them or their Properties, including
related interest and penalties, otherwise due and payable, except (i) those which
are being contested in good faith by appropriate proceedings and for which  33


adequate
reserves have been provided in accordance with Mexican GAAP; and (ii) those to
the extent that non-compliance therewith could not be reasonably expected,
individually or in the aggregate, to have a Material Adverse Effect. 5.09         Environmental
Matters. (a)           The on-going operations of the
Company and each of its Material Subsidiaries are in compliance in all material
respects with all applicable Environmental Laws except as set forth on Schedule
5.05 and except to the extent that the failure to comply therewith could not
reasonably be expected, individually or in the aggregate, to have a Material
Adverse Effect; (b)           The Company and each of its Material
Subsidiaries have obtained all environmental, health and safety permits
necessary or required for its operations, all such permits are in good
standing, and the Company and each of its Material Subsidiaries is in
compliance with all material terms and conditions of such permits, except as
set forth on Schedule 5.05 and except to the extent that the failure to obtain,
and maintain in full force and effect, any such permit, or to the extent that
failure to comply with the material terms thereof, could not reasonably be
expected, individually or in the aggregate, to have a Material Adverse Effect; (c)           To the best of the knowledge of the
Company, after reasonable investigation, no property currently or formerly
owned or operated by the Company or any Material Subsidiary (including soils,
groundwater, surface water, buildings or other structures) has been
contaminated with any substance that could reasonably be expected to require
investigations or remediation under any Environmental Law or has incurred any
liability for any release of any substance on any third party property except
as could not reasonably be expected, individually or in the aggregate, to have
a Material Adverse Effect; and (d)           Neither the Company nor any Material
Subsidiary has received any notice, demand, letter, claim or request for
information indicating that it may be in violation of or subject to liability
under any Environmental Law or is subject to any order, decree, injunction or
other arrangement with any Governmental Authority relating to any Environmental
Law except as set forth on Schedule 5.05 and except as could not reasonably be
expected, individually or in the aggregate, to have a Material Adverse Effect. 5.10         Compliance
with Social Security Legislation, Etc. 
The Company, and each of its Material Subsidiaries, is in compliance
with all Requirements of Law relating to social security legislation, including
all rules and regulations of INFONAVIT, IMSS and SAR except to the extent that
non­compliance therewith could not be reasonably expected to have a Material
Adverse Effect.  34


5.11         Assets; Patents; Licenses, Etc. (a)The Company and each of its Material
Subsidiaries has good and marketable title to all real property that is
reasonably necessary or used in the ordinary conduct of their business. (b)The Company and each of its Material
Subsidiaries owns or are licensed or otherwise has the right to use all of the
patents, contractual franchises, licenses, authorizations and other rights that
are reasonably necessary for the operation of its business, without conflict
with the rights of any other Person. 5.12         Subsidiaries. (a)A complete and correct list of all
Material Subsidiaries of the Company as of the Closing Date, showing the
correct name thereof, the jurisdiction of its incorporation and the percentage
of shares of each class outstanding owned by the Company and each Subsidiary of
the Company is set forth in Schedule 5.12(a). (b)A list of all agreements, which by their
terms, expressly prohibit or limit the payment of dividends or other
distributions to the Company by a Material Subsidiary or the making of loans to
the Company by a Material Subsidiary is set forth in Schedule 5.12(b). 5.13Commercial Acts. 
The obligations of the Company under this Agreement and the Notes are
commercial in nature and are subject to civil and commercial law, and the
execution and performance of this Agreement constitute private and commercial
acts and not governmental or public acts and the Company is subject to legal
action in respect of its Obligations. 5.14Proper Legal Form. 
This Agreement is, and when executed and delivered, each Note will be,
in proper legal form under the laws of Mexico for the enforcement thereof
against the Company under the laws of Mexico; provided that in the event any
legal proceedings are brought in the courts of Mexico, a Spanish translation of
the documents prepared by a court-approved translator would be required in such
proceedings, including this Agreement, shall be required. 5.15Full Disclosure. 
All written information other than forward-looking information
heretofore furnished by the Company to the Administrative Agent or any Bank for
purposes of or in connection with this Agreement is, and all such information
hereafter furnished by the Company to the Administrative Agent on any Bank will
be, true and accurate in all material respects on the date as of which such
information is stated or certified. All written forward-looking information
heretofore furnished in writing to the Administrative Agent or the Banks has
been prepared in good faith based upon assumptions the Company believes to be
reasonable. The Company has disclosed to the Administrative Agent and the Banks
in writing any and all facts known to it that it believes are reasonably
expected to have a Material Adverse Effect.   35


5.16Investment Company Act. 
The Company is not, nor is it controlled by, an investment company
within the meaning of the Investment Company Act of 1940, as amended. 5.17Margin Regulations. 
Neither the Company nor any of its Subsidiaries is generally engaged in
the business of purchasing or selling margin stock (as such term is defined
in Regulations T, U or X of the Board of Governors of the Federal Reserve
System of the United States) or extending credit for the purpose of purchasing
or carrying margin stock. 5.18ERISA Compliance. (a)Each Plan is in compliance in all
material respects with the applicable provisions of ERISA, the Code and other
federal or state laws. Each Plan that is intended to qualify under Section
401(a) of the Code has received a favorable determination letter from the IRS
or an application for such 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 required contributions to each
Plan subject to Section 412 of the Code, and no application for a funding
waiver or an extension of any amortization period pursuant to Section 412 of
the Code has been made with respect to any Plan. (b)There are no pending or, to the best
knowledge of the Company, threatened claims, actions or lawsuits, or action by
any Governmental Authority, with respect to any Plan that could be reasonably
expected to have a Material Adverse Effect. There has been no prohibited
transaction or violation of the fiduciary responsibility rules with respect to
any Plan that has resulted or could be reasonably expected to result in a
Material Adverse Effect. (c)(i) No ERISA Event has occurred, or to
the best knowledge of the Company, is reasonably expected to occur; (ii) no
Pension Plan has any Unfunded Pension Liability; (iii) neither the Company nor
any ERISA Affiliate has incurred, or reasonably expects to incur, any liability
under Title IV of ERISA with respect to any Pension Plan (other than premiums
due and not delinquent under Section 4007 of ERISA; (iv) neither the Company
nor any ERISA Affiliate has incurred, or reasonably expects to incur, any
liability (and no event has occurred which, with the giving of notice, under
Section 4219 of ERISA, would result in such liability) under Section 4201 or
4243 of ERISA with respect to a Multiemployer Plan; and (v) neither the Company
nor any ERISA Affiliate has engaged in a transaction that could be subject to
Sections 4069 or 4212(c) of ERISA.  ARTICLE
VI
AFFIRMATIVE COVENANTS The Company covenants and
agrees that for so long as any Loan or other Obligation remains unpaid or any
Bank has any Commitment hereunder: 6.01         Financial
Statements and Other Information. (a)           The Company will deliver to the
Administrative Agent:  36


(i)as soon as available and in any case
within 120 days after the end of each Fiscal Year, consolidated financial
statements for such Fiscal Year audited by independent accountants of
recognized international standing, including an annual audited consolidated
balance sheet and the related consolidated statements of income, changes in equity
and changes in financial position, prepared in accordance with Mexican GAAP
consistently applied (except as otherwise discussed in the notes to such
financial statements), which financial statements shall present fairly in
accordance with Mexican GAAP the financial condition of the Company and its
Consolidated Subsidiaries as at the end of the relevant Fiscal Year and the
results of the operations of the Company and its Consolidated Subsidiaries for
such Fiscal Year, reported on by independent accountants of recognized
international standing; and (ii)as soon as available and in any event
within 120 days after the end of each Fiscal Year, an English translation of
the audited consolidated financial statements of the Company. (b)           The Company will deliver to the
Administrative Agent: (i)as soon as available and in any case
within 60 days after the end of each of the first three Fiscal Quarters,
unaudited consolidated financial statements for each such quarter period for
the Company and its Consolidated Subsidiaries, including therein an unaudited
consolidated balance sheet and the related consolidated statements of income
prepared in accordance with Mexican GAAP, consistently applied (except as
otherwise discussed in the notes to such statements), which financial
statements shall present fairly in accordance with Mexican GAAP the financial
condition of the Company and its Consolidated Subsidiaries as at the end of the
relevant quarter and the results of the operations of the Company and its
Consolidated Subsidiaries for such quarter and for the portion of the Fiscal
Year then 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 event
within 90 days after the end of each of the first three Fiscal Quarters, an
English translation of the unaudited quarterly consolidated financial
statements of the Company. (c)Concurrently with the delivery of the
financial statements pursuant to paragraphs (a)(i) and (b)(i) above, the
Company will deliver to the Administrative Agent a Compliance Certificate,
substantially in the form of Exhibit D, signed by a Responsible Officer of
the Company. (d)The Company will furnish to the
Administrative Agent, promptly after they are publicly available, copies of all
financial statements and financial reports filed by the Company with any
Governmental Authority (if such statement or reports are required to be filed
for the purpose of being publicly available) or filed with any Mexican or other
securities exchange (including the Luxembourg Stock Exchange) and which are
publicly available. (e)The Company will furnish to the
Administrative Agent, promptly upon request of the Administrative Agent or any
Bank (through the Administrative Agent), such additional  37


information regarding the business,
financial or corporate affairs of the Company and its Material Subsidiaries as
the Administrative Agent or any Bank may reasonably request. (f)The Administrative Agent will promptly
deliver to each of the Banks copies of the documents provided by the Company
pursuant to this Section 6.01. 6.02Notice of Default and Litigation. 
The Company will furnish to the Administrative Agent, not later than
five Business Days after the Company obtains knowledge thereof (and the
Administrative Agent will notify each Bank thereof): (a)notice of any Default or Event of
Default, signed by a Responsible Officer, describing such Default or Event of
Default and the steps that the Company proposes to take in connection
therewith; (b)notice of any litigation, action or
proceeding pending or threatened against the Company or any of its Material
Subsidiaries before any Governmental Authority, in which there is a probability
of success by the plaintiff on the merits and which, if determined adversely to
the Company or such Subsidiary, individually or in the aggregate, could be
reasonably expected to have a Material Adverse Effect; (c)notice of the modification of any
consent, license, approval or authorization referred to in Section 4.01(d); and (d)the occurrence of any ERISA Event that,
alone or together with any other ERISA Events that have occurred, could
reasonably be expected to result in liability of the Company and its
Subsidiaries in an aggregate amount exceeding US$5,000,000. 6.03Maintenance of Existence; Conduct of
Business. (a)The Company will, and will cause each of
its Material Subsidiaries to (i) maintain in effect its corporate existence and
all registrations necessary therefor; (ii) take all reasonable actions to
maintain all rights, privileges, titles to property, franchises and the like
necessary or desirable in the normal conduct of its business, activities or
operations; and (iii) keep all its Property in good working order or condition;
provided, however, that this covenant shall not prohibit any
transaction by the Company or any of its Material Subsidiaries otherwise
permitted under Section 7.03 nor require the Company to maintain any such
right, privilege, title to property or franchise or to preserve the corporate
existence of any Subsidiary, if the Company shall determine in good faith that
the maintenance or preservation thereof is no longer desirable in the conduct
of the business of the Company or its Material Subsidiaries and that the loss
thereof could not reasonably be expected to have a Material Adverse Effect. (b)The Company will, and will cause its
Material Subsidiaries to, continue to engage in business of the same general
type as now conducted by the Company and its Material Subsidiaries.  38


6.04Insurance.  The Company
will, and will cause each of its Subsidiaries to, maintain insurance with
financially sound, responsible and reputable insurance companies in such
amounts and covering such risks as are usually carried by companies of good
repute engaged in similar businesses and owning and/or operating properties
similar to those owned and/or operated by the Company or such Subsidiary, as
the case may be, in the same general areas in which the Company or such
Subsidiary owns and/or operates its properties; provided that the Company and
its Subsidiaries shall not be required to maintain such insurance if the failure
to maintain such insurance could not reasonably be expected to have a Material
Adverse Effect. 6.05Maintenance of Governmental Approvals. 
The Company will maintain in full force and effect all governmental
approvals (including any exchange control approvals), consents, licenses and
authorizations which may be necessary or appropriate under any applicable law
or regulation for the conduct of its business (except that the failure to
maintain any such approval, consent, license or authorization could not
reasonably be expected to have a Material Adverse Effect) or for the
performance of this Agreement and for the validity or enforceability hereof.
The Company will file all applications necessary for, and shall use its
reasonable best efforts to obtain, any additional authorization as soon as
possible after determination that such authorization or approval is required
for the Company to perform its obligations hereunder. 6.06Use of Proceeds.  (a)           The Company will instruct the
Administrative Agent to pay, on or immediately after the Closing Date, the
proceeds of the Term Loans and, to the extent necessary, a portion of the
Revolving Loans to Barclays to repay the Existing Facility. (b)The Company will use the proceeds of the
Revolving Loans for general working capital purposes and for general corporate
purposes, including the refinancing of existing Indebtedness. 6.07Application of Cash Proceeds from Sales
and Other Dispositions.  The Company will, and will
cause each of its Subsidiaries to, apply 100% of the net cash proceeds received
from any sale, conveyance, transfer or Disposition of assets (including from
any sale, conveyance, transfer or Disposition resulting from casualty or
condemnation, and including any amounts received under any insurance policy
representing any insurance payments that have not been and will not be applied
in payment for repairs or for the replacement of any Property which has been
damaged or destroyed) to (i) the repayment of any Indebtedness then
outstanding, (ii) investment in assets relating to the Companys Core Business,
or (iii) any combination thereof. 6.08Payment of Obligations. 
The Company will, and will cause each of its Material Subsidiaries to,
pay all taxes, assessments and other governmental charges imposed upon 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 pay all claims
(including claims for labor, services, materials and supplies) for sums which
have become due and payable and which by law have or might become a Lien upon
its Property, except if the failure to make such payment has no reasonable
likelihood of having a Material Adverse Effect or if such charge or claim is
being contested in good faith by appropriate provision promptly  39


initiated and diligently conducted and if
such reserves or other appropriate provision, if any, as shall be required by
Mexican GAAP shall have been made therefor. 6.09Pari Passu.  The Company
will cause the Loans to rank pari passu in all respects with all other
unsecured and unsubordinated Indebtedness of the Company, except those ranking
senior by operation of law (and not by contract or agreement). 6.10Compliance with Laws. 
The Company will, and will cause each of its Material Subsidiaries to,
comply in all respects with all applicable Requirements of Law, including all
applicable Environmental Laws and all Requirements of Law relating to social
security and ERISA, including INFONAVIT, IMSS and SAR, except where the
necessity of compliance therewith is contested in good faith by appropriate
proceedings promptly initiated and diligently conducted and if such reserves or
other appropriate provision, if any, as shall be required by Mexican GAAP shall
have been made therefor except where any non-compliance could not reasonably be
expected to have a Material Adverse Effect. 6.11Maintenance of Books and Records. (a)The Company will, and will cause each of
its Mexican Material Subsidiaries to, maintain books, accounts and other
records in accordance with Mexican GAAP, and the Company will cause its
Material Subsidiaries organized under laws of any other jurisdiction to
maintain their books and records in accordance either with the generally
accepted accounting principles of the applicable jurisdiction or Mexican GAAP. (b)The Company will, and will cause each
Material Subsidiary to, permit representatives of the Administrative Agent to
visit and inspect any of their respective properties and to examine their
respective corporate, financial and operating books and records, all at such
reasonable times during normal business hours and as often as may be reasonably
desired upon reasonable advance notice to the Company or such Subsidiary; provided,
however, that when an Event of Default exists the Administrative Agent
may do any of the foregoing at the expense of the Company at any time during
normal business hours and without advance notice. 6.12Subordination of Indebtedness to Gruma
Corp.  The Company will cause all Indebtedness of the
Company to Gruma Corp. to be at all times subordinated to the Obligations. 6.13Further Assurances. 
The Company will, at its own cost and expense, execute and deliver to
the Administrative Agent all such other documents, instruments and agreements
and do all such other acts and things as may be reasonably required in the
opinion of the Administrative Agent or its counsel, to enable the
Administrative Agent or any Bank to exercise and enforce its rights under this
Agreement and any Note and to carry out the intent of this Agreement.  40


ARTICLE
VIII
NEGATIVE COVENANTS The Company covenants and
agrees that for so long as any Loan or other Obligation remains unpaid or any
Bank has any Commitment hereunder: 7.01Negative Pledge. 
The Company will not, and will not permit any of its Material
Subsidiaries to, directly or indirectly, create, incur, assume or suffer to
exist any Lien upon or with respect to any of its present or future Property,
except: (a)any Lien on any Property (or, in the case
of a line of credit secured by inventory or accounts receivable, class of
Property) existing on the Closing Date and set forth in Schedule 7.01; (b)any Lien on any asset securing all or any
part of the purchase price of property or assets (including inventories)
acquired or any portion of the cost of construction, development, alteration or
improvement of any property, facility or asset or Indebtedness incurred or
assumed solely for the purpose of financing all or any part of the cost of
acquiring or constructing, developing, altering or improving such property,
facility or asset, which Lien attached solely to such property, facility or
asset during the period that such property, facility or asset was being
constructed, developed, altered or improved or concurrently with or within 120
days after the acquisition, construction, development, alteration or
improvement thereof; (c)Liens of a Subsidiary existing prior to
the time such Subsidiary became a Subsidiary of the Company which (i) do not
secure Indebtedness exceeding the aggregate principal amount of Indebtedness
subject to such Lien prior to the time such Subsidiary became a Subsidiary of
the Company, (ii) do not attach to any Property other than the Property
attached pursuant to such Lien prior to the time such Subsidiary became a
Subsidiary of the Company, and (iii) were not created in contemplation of such
Subsidiary becoming a Subsidiary of the Company; (d)any Lien on any Property existing thereon
at the time of the acquisition of such Property and not created in connection
with or in contemplation of such acquisition; (e)any Lien on any Property (or, in the case
of a line of credit secured by inventory or accounts receivable, class of
Property) securing an extension, renewal, refunding or replacement of
Indebtedness or a line of credit secured by a Lien referred to in clauses (a),
(b), (c) or (d) above; provided that such new Lien is limited to the Property
(or, in the case of a line of credit secured by inventory or accounts
receivable, class of Property) which was subject to the prior Lien immediately
before such extension, renewal, refunding or replacement, and provided that the
principal amount of Indebtedness or the amount of the line of credit secured by
the prior Lien is not increased immediately before or in contemplation of or in
connection with such extension, renewal, refunding or replacement;  41


(f)any Lien securing taxes, assessments and
other governmental charges, the payment of which is not yet due or the payment
of which is being contested in good faith by appropriate proceedings promptly
initiated and diligently conducted and for which such reserves or other
appropriate provision, if any, as shall be required by Mexican GAAP or, in the
case of Material Subsidiaries organized under laws of any other jurisdiction,
the applicable GAAP therein, shall have been made; (g)Liens incurred or deposits made in the
ordinary course of business in connection with workers compensation,
unemployment insurance and other types of social security; (h)statutory Liens of landlords and Liens of
carriers, warehousemen, mechanics, materialmen, repairmen or the like arising
in the ordinary course of business for sums not yet due or the payment of which
is being contested in good faith by appropriate proceedings promptly initiated
and diligently conducted and for which such reserves or other appropriate
provision, if any, as shall be required by Mexican GAAP or, in the case of
Material Subsidiaries organized under the laws of any other jurisdiction, the
applicable GAAP therein, shall have been made; (i)any Lien created by attachment or
judgment, unless the judgment it secures shall not, within 60 days after the
entry thereof, have been discharged or execution thereof stayed pending appeal,
or shall not have been discharged within 60 days after the expiration of any
such stay; (j)any Lien created in connection with
(i) interest rate swaps, (ii) currency swaps, (iii) commodities
contracts or (iv) any derivative transaction in each case entered into in
connection with hedging transactions entered into in the ordinary course of
business; and (k)           Liens on accounts receivable or
inventories created to secure working capital borrowings not exceeding in the
aggregate the greater of (i) US$100,000,000 (or the equivalent in other
currencies) or (ii) (A) 15% of the Consolidated Net Worth of the Company
less (B) the amount of any Guaranty Obligations incurred by the Company or
any of its Consolidated Subsidiaries for the account of parties other than the
Company and its Consolidated Subsidiaries. 7.02Investments. 
The Company will not, and will not permit any of its Material
Subsidiaries to, make any Investment, except: (a)           Investments existing on the date
hereof; (b)           Investments relating to the Companys
Core Business; (c)           Cash Equivalent Investments; (d)           Investments by the Company in any
Subsidiary or by any Material Subsidiary in the Company or in any Subsidiary;  42


(e)Investments consisting of extensions of
credit in the nature of accounts receivable or notes receivable arising from
the sale or lease of goods or services in the ordinary course of business; (f)Capital Expenditures; and (g)subject to the limitations set forth in
Section 7.06 and 7.08, Guaranty Obligations of its Material Subsidiaries. 7.03Mergers, Consolidations, Sales and Leases. 
The Company will not merge or consolidate with or into, or convey,
transfer or lease its properties and assets substantially as an entirety to any
Person, unless immediately after giving effect to any merger or consolidation: (a)no Default or Event of Default has
occurred and is continuing; and (b)any corporation formed by any such merger
or consolidation with the Company or the Person which acquires by conveyance or
transfer, or which leases, the properties and assets of the Company
substantially as an entirety shall expressly assume in writing the due and
punctual payment of the principal of, and interest on all Obligations,
according to their terms, and the due and punctual performance of all of the
covenants and obligations of the Company under this Agreement by an instrument
in form and substance reasonably satisfactory to the Administrative Agent and
shall provide an opinion of counsel acceptable to the Administrative Agent,
obtained at the Companys expense, on which the Administrative Agent and the
Banks may conclusively rely. 7.04Restricted Payments. 
The Company will not, and will not permit any Subsidiary to, declare or
make, directly or indirectly, any Restricted Payment, or incur any obligation
(contingent or otherwise) to do so, unless the Companys Maximum Leverage
Ratio, after giving effect to the making of such Restricted Payment and,
without duplication, any other Restricted Payment made since the end of the
most recent fiscal quarter, was less than 3.50 to 1.00. Notwithstanding the foregoing limitation, the Company
or any Subsidiary may declare or make the following Restricted Payments: (a)each Subsidiary may make Restricted
Payments to the Company and to wholly-owned Subsidiaries (and, in the case of a
Restricted Payment by a non-wholly-owned Subsidiary, to the Company and any
Subsidiary and to each other owner of capital stock of such Subsidiary on a pro
rata basis based on their relative ownership interests); (b)the Company and each Subsidiary may
declare and make dividend payments or other distributions payable solely in the
common stock of such Person; (c)each Subsidiary, may purchase, redeem or
otherwise acquire shares of its common stock or warrants or options to acquire
any such shares with the proceeds received from the substantially concurrent
issue of new shares of its common stock;  43


(d)the Company and each Subsidiary may
purchase any capital stock otherwise permitted as an Investment pursuant to
Section 7.02; (e)the Company may purchase the stock of
Gimsa; and (f)the Company and Gimsa may each purchase
any shares of its own capital stock. 7.05Limitations on Ability to Prohibit
Dividend Payments by Subsidiaries.  The Company
will not, and will not permit its Material Subsidiaries to, enter into any
agreement that, by its terms, expressly prohibits the payment of dividends or
other distributions to the Company or the making of loans to the Company, other
than in connection with the renewal or extension of any agreement listed in
Schedule 5.12(b); provided that (i) the restrictions or prohibitions under such
agreement are not increased as a result of such renewal or extension and (ii)
in connection with any such renewal or extension of an agreement that does not
already contain any such prohibition, the Company will not, and will not permit
its Material Subsidiaries to, agree to or accept the inclusion of such
prohibition. 7.06Limitation on Incurrence of Indebtedness
by Subsidiaries.  The Company will not permit any Consolidated
Subsidiary to create, incur, assume or suffer to exist any Indebtedness if, at
the time of such incurrence and after giving pro forma effect thereto, the
aggregate Indebtedness of all Consolidated Subsidiaries would exceed an amount
equal to 25% of the Indebtedness of the Company and its Consolidated Subsidiaries. 7.07Transactions with Affiliates. 
The Company will not, and will not cause or permit any Material
Subsidiary to, enter into any transaction with any Affiliate of the Company,
except upon fair and reasonable terms no less favorable to the Company or such
Subsidiary than are obtainable in a comparable arms-length transaction with a
Person not an Affiliate of the Company or such Subsidiary. 7.08No Subsidiary Guarantees of Certain
Indebtedness.  Other than in connection with its purchase of
corn for its corn flour production or wheat for its wheat flour production, the
Company will not permit any of its Material Subsidiaries, directly or
indirectly, to guarantee or otherwise become liable or responsible for, in any
manner, any Indebtedness of the Company. 7.09Interest Coverage Ratio. 
The Company shall not permit its Interest Coverage Ratio, as determined
for any Measurement Period, to be less than 2.50 to 1.00. 7.10Maximum Leverage Ratio. 
The Company shall not permit its Maximum Leverage Ratio for any
Measurement Period to be greater than 3.50 to 1.00.  44


ARTICLE
VIII
EVENTS OF DEFAULT 8.01Events of Default. 
Any of the following events shall constitute an Event of Default: (a)Non-Payment. The Company fails to pay (i) when and
as required to be paid herein, any amount of principal of any Loan, or (ii)
within five days after the same becomes due, any interest or any other amount
payable hereunder or under any other Loan Document; or (b)Representation or Warranty. Any representation or warranty by the
Company made herein or in any other Loan Document, or which is contained in any
certificate, document or financial or other statement by the Company or any
Responsible Officer of the Company, 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 agreement contained in Section 6.02(a), 6.03, 6.05, 6.06,
6.09 or 6.12, fails to perform or observe any term, covenant or agreement
contained in Article VII (other than Section 7.05, 7.07 or 7.08) or fails to
deliver new Notes in exchange for the existing Notes as provided in Section
2.02(c); or (d)Other Defaults. The Company fails to perform or observe
any other term or covenant contained in this Agreement or in any other Loan
Document, and such default continues unremedied for a period of 30 days after
the date upon which written notice thereof is given to the Company by the
Administrative Agent or any Bank; or (e)Cross-Default. The Company or any of its Material
Subsidiaries (i) fails to make any payment in respect of any Indebtedness
(other than Indebtedness hereunder and under the Notes) having an aggregate
principal amount of more than US$20,000,000 (or the equivalent in another
currency) when due (whether by scheduled maturity, required prepayment,
acceleration, demand, or otherwise) and such failure continues after the
applicable grace period, if any, specified in the agreement or instrument
relating to such Indebtedness; or (ii) fails to perform or observe any other
condition or covenant, or any other event shall occur or condition exist, under
any agreement or instrument relating to any such Indebtedness, and such failure
continues after the applicable grace or notice period, if any, specified in the
relevant document on the date of such failure if the effect of such failure,
event or condition is to cause, or to permit the holder or holders of such
Indebtedness to cause, such Indebtedness to be declared to be due and payable
prior to its stated maturity; or (f)Involuntary Proceedings. (i) A decree or order by a court having
jurisdiction has been entered adjudging the Company or any Material Subsidiary
as bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization, concurso mercantil, quiebra or
bankruptcy of the Company or any Material Subsidiary and such decree or order
shall have continued undischarged and unstayed for a period of 90 days; or (ii)
a decree or order of a court having jurisdiction for the appointment of a
receiver or liquidator or visitador, conciliador or sindico or trustee or
assignee in bankruptcy or  45


insolvency or any other similar official
of the Company or any Material Subsidiary or of any substantial part of the
Property of the Company or any Material Subsidiary or for the winding up or
liquidation of the affairs of the Company or any Material Subsidiary has been
entered, and such decree or order has continued undischarged and unstayed for a
period of 90 days; or (g)Voluntary Proceedings. The Company or any Material Subsidiary
institutes proceedings to be adjudicated a bankrupt or consents to the filing
of a bankruptcy proceeding against it, or files a petition or answer or consent
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, conciliadororsindico or assignee in bankruptcy or insolvency or any
other similar official of it or any substantial part of its Property; or (h)Monetary Judgments. One or more judgments, orders,
attachments or embargos, decrees or arbitration
awards are entered against the Company or any of its Material Subsidiaries
involving in the aggregate a liability (to the extent not covered by
independent third-party insurance as to which the insurer does not dispute coverage)
as to any single or related series of transactions, incidents or conditions, of
US$20,000,000 or more (or the equivalent thereof in another currency), and the
same shall remain unsatisfied, unvacated or unstayed pending appeal for a
period of 90 days after the entry thereof; or (i)Unenforceability. This Agreement or any of the Notes for
any reason ceases to be in full force and effect in accordance with its
respective terms or the binding effect or enforceability thereof is contested
by the Company, or the Company denies that it has any further liability or
obligation hereunder or thereunder or in respect hereof or thereof; or (j)Expropriation. The Mexican government, the Mexican
Congress or an agency or instrumentality thereof nationalizes, seizes or
expropriates all or a substantial portion of the assets of the Company and its
Subsidiaries, taken as a whole, or of the common stock of the Company, or the
Mexican government or an agency or instrumentality thereof assumes control of
the business and operations of the Company and its Subsidiaries, taken as a
whole; or (k)Change of Control. Mr. Roberto Gonzalez Barrera and his
family members (including his spouse, siblings and other lineal descendants,
estates and heirs, or any trust or other investment vehicle for the primary
benefit of any such Person or their respective family members or heirs) fail to
elect the majority of the Board of Directors of the Company. 8.02Remedies.  (a) If any
Event of Default occurs, the Administrative Agent shall, at the request of, or
may, with the consent of, the Majority Banks, take any or all of the following
actions: (i)            declare the Commitment of each Bank
to be terminated, whereupon such Commitments shall be terminated;  46


(ii)declare the unpaid principal amount of
all outstanding Loans, all interest accrued and unpaid thereon, and all other
Obligations owing or payable hereunder or under any other Loan Document to be
immediately due and payable, without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived by the Company;
and (iii)exercise on behalf of itself and the
Banks all rights and remedies available to it and the Banks under the Loan
Documents or applicable law; provided, however,
that upon the occurrence of any event specified in Section 8.01(f) or (g), the
Commitment of each Bank shall automatically terminate and the unpaid principal
amount of all outstanding Loans and all interest and other Obligations shall automatically
become due and payable without further act of the Administrative Agent or any
Bank. (b)After the exercise of remedies provided
for in this Section 8.02 (or after the Loans have automatically become
immediately due and payable), any amounts received on account of the
Obligations shall be applied by the Administrative Agent in the following
order: (i)First, to payment of that portion of the
Obligations constituting fees, indemnities, expenses and other amounts
(including Attorney Costs and amounts payable under Article III) payable to the
Administrative Agent in its capacity as such; (ii)Second, to payment of that portion of the
Obligations constituting fees, indemnities and other amounts (other than
principal and interest) payable to the Banks (including Attorney Costs and
amounts payable under Article III), ratably among them in proportion to the
amounts described in this clause Second payable to them; (iii)Third, to payment of that portion of the
Obligations constituting accrued and unpaid interest on the Loans, ratably
among the Banks in accordance with their pro rata share of such Loans and in
proportion to the respective amounts described in this clause Third payable to
them; (iv)Fourth, to payment of that portion of the
Obligations constituting unpaid principal of the Loans, ratably among the Banks
in accordance with their pro rata share of the total Loans outstanding and in
proportion to the respective amounts described in this clause Fourth held by
them; and (v)Last, the balance, if any, after all of
the Obligations have been indefeasibly paid in full, to the Borrower or as
otherwise required by law. 8.03Rights Not Exclusive. 
The rights provided for in this Agreement and the other Loan Documents
are cumulative and are not exclusive of any other rights, powers, privileges or
remedies provided by law or in equity, or under any other instrument, document
or agreement now existing or hereafter arising.  47


ARTICLE
IX
THE ADMINISTRATIVE AGENT 9.01Appointment and Authorization. 
Each Bank hereby irrevocably appoints, designates and authorizes BBVA,
as the Administrative Agent under this Agreement, and each Bank hereby
irrevocably authorizes the Administrative Agent to take such action on its behalf
under the provisions of this Agreement and each other Loan Document and to
exercise such powers and perform such duties as are expressly delegated to it
by the terms of this Agreement or any other Loan Document, together with such
powers as are reasonably incidental thereto. Notwithstanding any provision to
the contrary contained elsewhere in this Agreement or in any other Loan
Document, the Administrative Agent shall not have any duties or
responsibilities, except those expressly set forth herein, nor shall the
Administrative Agent have or be deemed to have any fiduciary relationship with
any Bank or any Participant, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the
Administrative Agent. Without limiting the generality of the foregoing
sentence, the use of the term agents herein and in the other Loan Documents
with reference to the Administrative Agent is not intended to connote any
fiduciary or other implied (or express) obligations arising under agency
doctrine of any applicable law. Instead, such term is used merely as a matter
of market custom, and is intended to create or reflect only an administrative
relationship between independent contracting parties. 9.02Delegation of Duties. 
The Administrative Agent may execute any of its duties under this
Agreement or any other Loan Document by or through agents, employees or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. The Administrative Agent shall not be
responsible for the negligence or misconduct of any agent or attorney-in-fact
that it selects with reasonable care. 9.03Liability of Administrative Agent. 
Neither the Administrative Agent nor any of its Affiliates, officers,
directors, employees, agents or attorneys-in-fact shall (a) be liable for any
action taken or omitted to be taken by it or any such Person under or in
connection with this Agreement or any other Loan Document or the transactions
contemplated hereby (except for its own gross negligence or willful
misconduct), or (b) be responsible in any manner to any Bank or any Participant
for any recital, statement, representation or warranty made by the Company, or
any officer thereof, contained in this Agreement or in any other Loan Document,
or in any certificate, report, statement or other document referred to or
provided for in, or received by the Administrative Agent under or in connection
with, this Agreement or any other Loan Document, or the validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Loan Document, or for any failure of the Company to perform its
obligations hereunder or thereunder. 
Except as otherwise expressly stated therein, the Administrative Agent
shall not be under any obligation to any Bank or any Participant to ascertain
or to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, this Agreement or any other Loan Document, or
to inspect the properties, books or records of the Company or any of its
Subsidiaries.  48


9.04Reliance by Administrative Agent. (a)The Administrative Agent shall be entitled
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 or
telephone message, electronic mail message, statement or other document or
conversation 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 of
legal counsel (including counsel to the Company), independent accountants and
other experts selected by the Administrative Agent. The Administrative Agent
shall be fully justified in failing or refusing to take any action under this
Agreement or any other Loan Document unless it shall first receive such advice
or concurrence of the Majority Banks as it deems appropriate and, if it so
requests, it shall first be indemnified to its satisfaction by the Banks
against any and all liability and expense which may be incurred by it by reason
of failing to take, taking or continuing to take any such action. The
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement or any other Loan Document in
accordance with a request or consent of the Majority Banks (or such greater
number of Banks as may be expressly required hereby) and such request and any
action taken or failure to act pursuant thereto shall be binding upon all of
the Banks. (a)For purposes of determining compliance
with the conditions specified in Section 4.01, each Bank that has executed this
Agreement shall be deemed to have consented to, approved or accepted or to be
satisfied with, each document or other matter either sent by the Administrative
Agent to such Bank for consent, approval, acceptance or satisfaction, or
required thereunder to be consented to or approved by or acceptable or
satisfactory to such Bank unless the Administrative Agent shall have received
notice from such Bank prior to the proposed Closing Date specifying its
objection thereto. 9.05Notice of Default. 
The Administrative Agent shall not be deemed to have knowledge or notice
of the occurrence of any Default or Event of Default, except with respect to
defaults in the payment of principal, interest and fees required to be paid to the
Administrative Agent for the account of the Banks, unless the Administrative
Agent shall have received written notice from a Bank or the Company referring
to this Agreement, describing such Default or Event of Default and stating that
such notice is a Notice of Default. The Administrative Agent will notify the
Banks of its receipt of any such notice. The Administrative Agent shall take
such action with respect to such Default or Event of Default as may be directed
by the Majority Banks in accordance with Article VIII; provided, however,
that unless and until the Administrative Agent has received any such direction,
the Administrative Agent may (but shall not be obligated to) take such action,
or refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable or in the best interest of the Banks. 9.06Credit Decision. 
Each Bank acknowledges that neither the Administrative Agent nor any of
its Affiliates, officers, directors, employees, agents or attorneys-in-fact
have made any representation or warranty to it, and that no act by the
Administrative Agent hereinafter taken, including any consent to and acceptance
of any assignment or any review of the affairs of the Company and its
Subsidiaries, shall be deemed to constitute any  49


representation or warranty by the
Administrative Agent to any Bank as to any matter, including whether the
Administrative Agent has disclosed material information in its possession. Each
Bank represents to the Administrative Agent that it has, independently and
without reliance upon the Administrative Agent 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 the Company and its Subsidiaries and
all applicable bank regulatory laws relating to the transactions contemplated
hereby, and made its own decision to enter into this Agreement and to extend
credit to the Company hereunder. Each Bank also represents that it will,
independently and without reliance upon the Administrative Agent and based on
such documents and information as it shall deem appropriate at the time, continue
to make its own credit analysis, appraisals and decisions in taking or not
taking action under this Agreement and the other Loan Documents, and to make
such investigations as it deems necessary to inform itself as to the business,
prospects, operations, property, financial and other condition and
creditworthiness of the Company and its Subsidiaries. Except for notices,
reports and other documents expressly herein required to be furnished to the
Banks by the Administrative Agent, the Administrative Agent shall not have any
duty or responsibility to provide any Bank with any credit or other information
concerning the business, prospects, operations, property, financial and other
condition or creditworthiness of the Company which may come into the possession
of any of the Administrative Agent or any of its Affiliates, officers,
directors, employees, agents or attorneys-in-fact. 9.07Indemnification. 
Whether or not the transactions contemplated hereby are consummated, the
Banks shall indemnify upon demand the Administrative Agent and its Affiliates,
directors, officers, agents and employees (to the extent not reimbursed by or
on behalf of the Company and without limiting the obligation of the Company to
do so), pro rata, and hold the Administrative Agent harmless from and against
any and all Indemnified Liabilities; provided, however, that no
Bank shall be liable for the payment to the Administrative Agent of any portion
of such Indemnified Liabilities to the extent determined in a final,
nonappealable judgment by a court of competent jurisdiction to have resulted
from the Administrative Agents gross negligence or willful misconduct. Without
limitation of the foregoing, each Bank shall reimburse the Administrative Agent
upon demand for its ratable share 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 through negotiations, legal proceedings or otherwise) of,
or legal advice in respect of rights or responsibilities under, this Agreement,
any other Loan Document, or any document contemplated by or referred to herein,
to the extent that the Administrative Agent is not reimbursed for such expenses
by or on behalf of the Company. The undertaking in this Section 9.07 shall
survive the payment of all other Obligations and the resignation of the
Administrative Agent. 9.08Administrative Agent in Individual
Capacity.  BBVA and its Affiliates may make loans to, issue
letters of credit for the account of, accept deposits from, acquire equity
interests in and generally engage in any kind of banking, trust, financial
advisory, underwriting or  50


other business with the Company and any
of the Companys Affiliates as though BBVA were not the Administrative Agent
hereunder and without notice to or consent of the Banks. The Banks acknowledge
that, pursuant to such activities, BBVA or its Affiliates may receive
information regarding the Company or any of its Affiliates (including
information that may be subject to confidentiality obligations in favor of the
Company or such Affiliate) and acknowledge that the Administrative Agent shall
be under no obligation to provide such information to them. With respect to its
Loans, BBVA shall have the same rights and powers under this Agreement as any
other Bank and may exercise such rights and powers as though it were not the
Administrative Agent, and the terms Bank and Banks include BBVA in its
individual capacity. 9.09Successor Administrative Agent. 
The Administrative Agent may resign as Administrative Agent upon 30 days
notice to the Banks. If the Administrative Agent resigns under this Agreement,
the Majority Banks shall appoint from among the Banks a successor agent for the
Banks which successor agent shall be subject to the prior approval of the
Company at all times other than during the existence of an Event of Default
(which consent of the Company shall not be unreasonably withheld or
delayed).  If no successor agent is
appointed prior to the effective date of the resignation of the Administrative
Agent, the Administrative Agent may appoint, after consulting with the Banks
and the Company, a successor agent from among the Banks. Upon the acceptance of
its appointment as successor agent hereunder, such successor agent shall
succeed to all the rights, powers and duties of the retiring Administrative
Agent and the term Administrative Agent shall mean such successor agent and the
retiring Administrative Agents appointment, powers and duties as
Administrative Agent shall be terminated. After any retiring Administrative
Agents resignation hereunder as Administrative Agent, the provisions of this
Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Administrative Agent
under this Agreement. If no successor agent has accepted appointment as
Administrative Agent by the date which is 30 days following a retiring
Administrative Agents notice of resignation, the retiring Administrative Agents
resignation shall nevertheless thereupon become effective and the Banks shall
perform all of the duties of the Administrative Agent hereunder until such
time, if any, as the Majority Banks appoint a successor agent as provided for
above. 9.10The Bookrunner and Arrangers. 
The Bookrunner and Arrangers shall have no right, power, obligation,
liability, responsibility or duty under this Agreement other than the right to
indemnity under Section 10.05 and the right to costs and expenses under Section
10.04. Each Bank acknowledges that it has not relied, and will not rely, on the
Bookrunner or any Arranger in deciding to enter into this Agreement or in
taking or not taking action hereunder. ARTICLE
X
MISCELLANEOUS 10.01Amendments and Waivers. 
No amendment or waiver of any provision of this Agreement or any other
Loan Document, and no consent to any departure by the Company therefrom, shall
be effective unless the same shall be in writing and signed by the  51


Majority Banks and the Company and
acknowledged by the Administrative Agent, and then any such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given; provided, however, that no such waiver,
amendment or consent shall, unless signed by all the Banks and the Company and
acknowledged by the Administrative Agent, do any of the following: (a)except as specifically provided herein,
increase or extend the Term Commitment or the Revolving Commitment of any Bank
(or reinstate any Term Commitment terminated or reduced pursuant to Section
2.06(a) or Section 8.02(a) or any Revolving Commitment terminated or reduced
pursuant to Section 2.06(b) or (c) or Section 8.02(a)); (b)postpone or delay any date fixed by this
Agreement or any Note for any payment of principal, interest, fees or other
amounts hereunder or under any other Loan Document or any scheduled reduction
of the Revolving Commitments; (c)reduce the principal of, or the rate of
interest specified herein on, any Loan, or reduce the amount or change the
method of calculation of any fees or other amounts payable hereunder or under
any other Loan Document; (d)amend, modify or waive any condition set
forth in Section 4.01; (e)amend or modify the definition of Majority
Banks or any other provision of this Agreement specifying the percentage of
Commitments or the percentage or number of Banks required to amend, waive or otherwise
modify any rights hereunder or make any determination or take any action
hereunder; (f)amend, modify or waive any provision of
this Section 10.01(a); and (g)amend, modify or waive any provision of
Section 2.13 in a manner that would alter the pro rata sharing of payments
required thereby; provided, further, that no
amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Majority Banks or all the Banks, as the
case may be, affect the rights or duties of the Administrative Agent under this
Agreement or any other Loan Document; and that no amendment, waiver or consent
shall, unless in writing and signed by the Bookrunner, affect the rights or
duties of the Bookrunner under this Agreement or any other Loan Document. 10.02       Notices. (a)Except as otherwise expressly provided
herein, all notices, requests, demands or other communications to or upon any
party hereunder shall be in English and in writing (including facsimile
transmission and, subject to paragraph (c) below, electronic mail) and shall be
mailed by an internationally recognized overnight courier service, transmitted
by facsimile or electronic mail or delivered by hand to such party: (i) in the
case of the Company or the Administrative Agent, at its address, facsimile
number or electronic mail address set forth on Schedule 10.02 hereof or at such
other address,  52


facsimile
number or electronic mail address as such party may designate by notice to the
other parties hereto and (ii) in the case of any Bank, at its address,
facsimile number or electronic mail address set forth in the Administrative
Questionnaire or at such other address, facsimile number or electronic mail
address as such Bank may designate by notice to the Company and the
Administrative Agent. (b)Unless otherwise expressly provided for
herein, each such notice, request, demand or other communication shall be
effective upon the earlier to occur of (i) actual receipt and (ii) (A) if sent
by overnight courier service or delivered by hand, when signed for by or on
behalf of the party to whom such notice is directed, (B) if given by facsimile,
when transmitted to the facsimile number specified pursuant to paragraph (a)
above and confirmation of receipt of a legible copy is received by telephone,
return facsimile or electronic mail, or (C) if given by any other means, when
delivered at the address specified pursuant to paragraph (a) above; provided,
however, that notices to the Administrative Agent under Article II, III
or X shall not be effective until received. Delivery by any Bank by facsimile
transmission of an executed counterpart of any amendment or waiver or any
provision of this Agreement or the Notes or any other Loan Document to be
executed and delivered hereunder shall be effective as delivery of a manually
executed counterpart thereof. (c)Electronic mail and internet websites may
be used only to distribute routine communications, such as financial statements
and other information, and to distribute Loan Documents for execution by the
parties thereto, and may not be used for any other purpose. (d)Any agreement of the Administrative Agent
and the Banks herein to receive certain notices by telephone, facsimile
transmission or electronic mail is solely for the convenience and at the
request of the Company. The Administrative Agent and the Banks shall be
entitled to rely on the authority of any Person that according to the books and
records of the Administrative Agent is a Person authorized by the Company to
give such notice and the Administrative Agent and the Banks shall not have any
liability to the Company or any other Person on account of any action taken or
not taken by the Administrative Agent or the Banks in reliance upon such
telephonic, facsimile or electronic mail notice. The obligation of the Company
to repay the Loans shall not be affected in any way or to any extent by any
failure by the Administrative Agent and the Banks to receive written
confirmation of any telephonic, facsimile or electronic mail notice or the
receipt by the Administrative Agent and the Banks of a confirmation which is at
variance with the terms understood by the Administrative Agent and the Banks 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 the
Administrative Agent or any Bank, any right, remedy, power or privilege
hereunder or under any Loan Document, shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder or thereunder preclude any other or further exercise
thereof or the exercise of any other right, remedy, power or privilege.  The rights and remedies herein provided are
cumulative and not exclusive of any rights or remedies provided by law.  53


10.04       Costs
and Expenses.  The Company agrees: (a)to pay or reimburse the Administrative
Agent (i) upon demand for all reasonable and documented costs and expenses
(including Attorney Costs) incurred by the Administrative Agent in connection
with the preparation, negotiation and execution of the Loan Documents (whether
or not consummated) and (ii) within five Business Days after demand for all
reasonable and documented costs and expenses incurred by the Administrative
Agent 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 reasonable Attorney Costs
incurred by the Administrative Agent with respect thereto; and (b)to pay or reimburse the Administrative
Agent and each Bank within five Business Days after demand for all reasonable
costs and expenses (including Attorney Costs) incurred by them in connection
with the enforcement, attempted enforcement, or preservation of any rights or
remedies under this Agreement or any other Loan Document during the existence
of an Event of Default or after acceleration of the Loans (including in
connection with any workout or restructuring regarding the Loans, and
including in any insolvency or bankruptcy proceeding involving the Company). 10.05       Indemnification
by the Company.  Whether or not the
transactions contemplated hereby are consummated, the Company agrees to
indemnify and hold harmless the Administrative Agent, the Bookrunner, each Bank
and their respective Affiliates, directors, officers, employees, counsel,
agents and attorneys-in-fact (collectively the Indemnitees) from and against
(a) any and all direct, punitive and consequential damages, claims, demands,
actions or causes of action that are asserted against any Indemnitee by any
Person (other than the Administrative Agent or any Bank) relating, directly or
indirectly, to a claim, demand, action or cause of action that such Person
asserts or may assert against the Company or any of its respective officers or
directors; (b) any and all claims, demands, actions or causes of action that
may at any time (including at any time following repayment of the Obligations
and the resignation of the Administrative Agent or the replacement of any Bank)
be asserted or imposed against any Indemnitee, arising out of or relating to,
the Loan Documents, the Commitments, the use or contemplated use of the
proceeds of any Loan, or the relationship of the Administrative Agent and the
Banks under this Agreement or any other Loan Document; (c) any administrative
or investigative proceeding by any Governmental Authority arising out of or
related to a claim, demand, action or cause of action described in clause (a)
or (b) above; and (d) any and all liabilities (including liabilities under
indemnities), losses, costs or expenses (including Attorney Costs) that any
Indemnitee suffers or incurs as a result of the assertion of any foregoing
claim, demand, action, cause of action or proceeding, or as a result of the
preparation of any defense in connection with any foregoing claim, demand,
action, cause of action or proceeding, in all cases, and whether or not an
Indemnitee is a party to such claim, demand, action, cause of action or
proceeding (all the foregoing, collectively, the Indemnified Liabilities), in
all cases, whether or not caused by or arising, in whole or in part, out of the
negligence of the Indemnitee; provided that no Indemnitee shall be entitled to
indemnification for any  54


claim
caused by its own gross negligence or willful misconduct or for any loss
asserted against it by another Indemnitee. No Indemnitee shall be liable for
any damages arising from the use by others of any information or other
materials obtained through IntraLinks or other similar information transmission
systems in connection with this Agreement, nor shall any Indemnitee have any
liability for any indirect or consequential damages relating to this Agreement
or any other Loan Document or arising out of its activities in connection
herewith or therewith (whether before or after the Closing Date). All amounts
due under this Section 10.05 shall be payable within ten Business Days after
demand therefor. The agreements in this Section 10.05 shall survive the termination
of the Commitments and repayment of all Obligations. 10.06       Payments Set Aside.  To the extent that the Company makes a
payment to the Administrative Agent or any Bank, or the Administrative Agent or
any Bank exercises its right of set-off, and such payment or the proceeds of
such set-off or any part thereof are subsequently invalidated, declared to be
fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by the Administrative Agent or such Bank in its discretion)
to be repaid to a trustee, receiver or any other party, in connection with any
insolvency, concurso mercantil or bankruptcy proceeding involving the Company
or otherwise, then (a) to the extent of such recovery the obligation or part
thereof originally intended to be satisfied shall be revived and continued in
full force and effect as if such payment had not been made or such set-off had
not occurred, and (b) each Bank severally agrees to pay to the Administrative
Agent upon demand its pro rata share of any amount so recovered from or repaid
by the Administrative Agent. 10.07       Successors and Assigns.  The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, except that the Company may not assign or
transfer any of its rights or obligations under this Agreement without the
prior written consent of the Administrative Agent and each Bank (and any
attempted assignment or transfer by the Company without such consent shall be
null and void). Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby and, to the extent expressly
contemplated hereby, the Indemnitees) any legal or equitable right, remedy or
claim under or by reason of this Agreement. 10.08       Assignments,
Participations, Etc. (a)Any Bank may, with the written consent of
the Company and the Administrative Agent, which consents shall not be
unreasonably withheld and which consent of the Company shall not be required if
a Default or Event of Default shall have occurred and be continuing (it being
understood (x) that any resulting obligation to pay increased costs or reserves
pursuant to Section 3.01, 3.04 or 3.06 as of the date of any assignment would
justify the Companys refusal to consent thereto and (y) that the consent of
the Company will be deemed given unless the Company replies in writing to any
request for consent within five Business Days after actual receipt of such
request), and, if demanded by the Company pursuant to Section 3.09 shall, at
any time assign to one or more banks or other financial institutions
(A)(i) registered with the Ministry of Finance for purposes of  55


Articles 179, 195, and 197 of the Mexican Income Tax
Law or any successor or replacement provisions thereto or thereof and (ii)
resident (or the principal office of which is a resident, if lending through a
branch or agency) for tax purposes in a jurisdiction (or a branch or agency of
a financial institution that is a resident of a jurisdiction) that is party to
an income tax treaty to avoid double taxation with Mexico on the date of such
assignment  or (B) a multiple banking
institution (institución de banca múltiple)
that is organized as a sociedad anónima
under Mexican law and is authorized to engage in the business of banking by the
Ministry of Finance (provided, however, that no written consent
of the Company or the Administrative Agent shall be required in connection with
any assignment by a Bank to an Affiliate of the assigning Bank so long as the
Company shall not be required to pay any further amounts pursuant to Section
3.01, 3.04 or 3.06 than would have been required to be paid but for such
assignment) (each an Assignee) all or any part of its Term Loan and its
Revolving Commitment and Revolving Loan and the other rights and obligations of
such Bank hereunder, in a minimum amount of US$5,000,000 (it being understood
that no Bank may assign all or any part of its Term Loan without concurrently
therewith assigning all or a proportionate part of its Revolving Commitment and
Revolving Loan and vice versa); provided, however, that (A) if a
Default or Event of Default shall have occurred and be continuing, any Bank may
assign each of its Loans to any third party, and (B) a Bank may assign a Loan
to any third party provided that, if the assignee shall not satisfy the
characteristics set forth above in this Section 10.08(a), the Company
shall only be obligated to pay additional amounts to the assignee under Section
3.04 hereof, to the extent it would have paid such additional amounts to the
assignor, the Company and the Administrative Agent may continue to deal solely
and directly with such Bank in connection with the interest so assigned to an
Assignee and the assignment will not be effective until (i) written notice of
such assignment, together with payment instructions, addresses and related
information with respect to the Assignee, shall have been given to the Company
and the Administrative Agent by the assigning Bank and the Assignee; (ii) the
assigning Bank and its Assignee shall have delivered to the Company and the
Administrative Agent an Assignment and Acceptance in the form of Exhibit E (Assignment
and Acceptance), together with any Note subject to such assignment; (iii) the
assigning Bank or the Assignee has paid to the Administrative Agent a
processing fee in the amount of US$3,500 (such processing fee being payable for
all assignments, including, but not limited to, an assignment by a Bank to
another Bank); and (iv) except if an Event of Default has occurred and is
continuing, the Assignee has delivered to the Company a copy of the tax
residence certificate evidencing residency as set forth above. (b)From and after the date that the
Administrative Agent notifies the assigning Bank that it has received (and
provided its consent with respect to) an executed Assignment and Acceptance and
payment of the processing fee, (i) the Assignee thereunder shall be a party
hereto and, to the extent that rights and obligations hereunder have been
assigned to it pursuant to such Assignment and Acceptance, shall have the
rights and obligations of a Bank under the Loan Documents, and (ii) the
assigning Bank shall, to the extent that rights and obligations hereunder and
under the other Loan Documents have been assigned by it pursuant to such
Assignment and Acceptance, relinquish its rights and be released from its obligations
under the Loan Documents.  56


(c)The Administrative Agent, acting solely
for this purpose as an agent of the Company, shall maintain at the
Administrative Agents Payment Office a copy of each Assignment and Acceptance
delivered to it and a register for the recordation of the names and addresses
of the Banks, and the Commitments of, and principal amount of the Loans owing
to, each Bank pursuant to the terms hereof from time to time (the Register).
The entries in the Register shall be conclusive, absent manifest error, and the
Company, the Administrative Agent and the Banks may treat each Person whose
name is recorded in the Register pursuant to the terms hereof as a Bank
hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary. The Register shall be available for inspection by the Company and any
Bank, at any reasonable time and from time to time upon reasonable prior
notice. (d)Within ten Business Days after its
receipt of notice by the Administrative Agent that it has received an executed
Assignment and Acceptance and payment of the processing fee (and provided that
it consents to such assignment in accordance with Section 10.08(a)), the
Company shall execute and deliver to the Administrative Agent a new Term Note
and a new Revolving Note in the amount of such Assignees assigned Term Loan
and Revolving Commitment, respectively and, if the assigning Bank has retained
a portion of its Term Loan and Revolving Commitment, replacement Notes for the
assignor Bank (such Notes to be in exchange for, but not in payment of, the
Notes held by the assigning Bank). Immediately upon each Assignees making its
processing fee payment under the Assignment and Acceptance, this Agreement shall
be deemed to be amended to the extent, but only to the extent, necessary to
reflect the addition of the Assignee and the resulting adjustment of the Loans
and Commitments arising therefrom. (e)Any Bank (the originating Bank) may at
any time sell to one or more commercial banks or other Persons (a Participant)
participating interests in all or any part of its Loans; provided, however,
that (i) the originating Banks obligations under this Agreement shall remain
unchanged, (ii) the originating Bank shall remain solely responsible for the
performance of such obligations, (iii) the Company and the Administrative Agent
shall continue to deal solely and directly with the originating Bank in
connection with the originating Banks rights and obligations under this
Agreement and the other Loan Documents and (iv) no Bank shall transfer or grant
any participating interest under which the Participant has rights to approve
any amendment to, or any consent or waiver with respect to, this Agreement or
any other Loan Document, except to the extent such amendment, consent or waiver
would require unanimous consent of the Banks as described in the first proviso
to Section 10.01; and provided, further, that the Participant
shall, at the time that it purchases the Participation  and from time to time thereafter as the
Borrower may reasonably request, as set forth under Section 3.01 (e)
hereof, provide to the Company documentation evidencing that it is registered
with the Ministry of Finance or that it is a multiple banking institution (institución de banca múltiple) that is organized as a sociedad anónima under Mexican law and is authorized to
engage in the business of banking by the Ministry of Finance. In the case of
any such participation, the Bank selling such participation shall be entitled
to agree to pay over to the Participant any amounts paid to such Bank pursuant
to Sections 3.01 and 3.04, and if amounts outstanding under this Agreement are
due and unpaid, or shall have been  57


declared or shall have
become due and payable upon the occurrence of an Event of Default, each
Participant shall be deemed to have the right of set-off in respect of its
participating interest in amounts owing under this Agreement to the same extent
as if the amount of its participating interest were owing directly to it as a
Bank under this Agreement; provided that such agreement or instrument may
provide that such Bank will not, without the consent of the Participant, agree
to any amendment, waiver or other modification that would (i) postpone any date
upon which any payment of money is scheduled to be paid to such Participant or
(ii) reduce the principal, interest, fees or other amounts payable to such
Participant. Subject to paragraph (f) of this Section 10.08, the Company agrees
that each Participant shall be entitled to the benefits of Sections 3.01, 3.04
and 3.05 to the same extent as if it were a Bank and had acquired its interest
by assignment pursuant to paragraph (a) of this Section 10.08. To the extent
permitted by law, each Participant also shall be entitled to the benefits of
Section 10.10 as though it were a Bank, provided such Participant agrees to be
subject to Section 2.13 as though it were a Bank. (f)A Participant shall not be entitled to
receive any greater payment under Section 3.01, 3.04, 3.05 or 3.06 than the
applicable Bank would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to
such Participant is made with the Companys prior written consent. (g)Any Bank may at any time pledge or assign
a security interest in all or any portion of its rights under this Agreement to
secure obligations of such Bank, including any pledge or assignment to secure obligations
to a Federal Reserve Bank; provided that no such pledge or assignment shall
release a Bank from any of its obligations hereunder or substitute any such
pledgee or assignee for such Bank as a party hereto. (h)If the consent of the Company to an
assignment or to an Assignee is required hereunder (including a consent to an
assignment which does not meet the minimum assignment threshold specified in
Section 10.08(a)), the Company shall be deemed to have given its consent five
Business Days after the date notice thereof has been actually received by the
Company unless such consent is expressly refused by the Company prior to such
fifth Business Day. 10.09       Confidentiality.  Each of the Administrative Agent and the
Banks agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its and its Affiliates,
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential); (b) to the
extent requested by any regulatory or self-regulatory authority including any
securities exchange; (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process; (d) to any other party
to this Agreement; (e) in connection with the exercise of any remedies
hereunder or any suit, action or proceeding relating to this Agreement or the
enforcement of rights hereunder; (f) subject to an agreement containing
provisions substantially the same as those of this Section, to (i) any Assignee
of or Participant in, or any prospective Assignee of or Participant in, any of
its rights or  58


obligations
under this Agreement or (ii) any direct or indirect contractual counterparty or
prospective counterparty (or such contractual counterpartys or prospective
counterpartys professional advisor) to any credit derivative transaction
relating to obligations of the Company; (g) with the consent of the Company; or
(h) to the extent such Information (i) becomes publicly available other than as
a result of a breach of this Section or (ii) becomes available to the
Administrative Agent or any Bank on a nonconfidential basis from a source other
than the Company. In addition, the Administrative Agent and the Banks may
disclose the existence of this Agreement and information about this Agreement
to market data collectors, similar service providers to the lending industry,
and service providers to the Administrative Agent and the Banks in connection
with the administration and management of this Agreement, the other Loan
Documents, the Commitments, and the Loans. For the purposes of this Section, Information
means all information received from the Company relating to the Company and/or
its business, other than any such information that is available to the
Administrative Agent or any Bank on a nonconfidential basis prior to disclosure
by the Company; provided that, in the case of information received from the
Company after the date hereof, such information shall be deemed to be
confidential unless it is clearly identified in writing at the time of delivery
as not confidential or it is apparent on its face that such information is not
confidential.  Any Person required to
maintain the confidentiality of Information as provided in this Section shall
be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information. 10.10       Set-off.  In addition to any rights and remedies of the
Banks provided by law, if an Event of Default exists or the Loans have been
accelerated, each Bank is authorized at any time and from time to time, without
prior notice to the Company, any such notice being waived by the Company to the
fullest extent permitted by law, to set 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 held by, and other indebtedness at any time
owing by, such Bank to or for the credit or the account of the Company against
any and all Obligations owing to such Bank, now or hereafter existing,
irrespective of whether or not the Administrative Agent or such Bank shall have
made demand under this Agreement or any Loan Document and although such
Obligations may be contingent or unmatured. Each Bank agrees promptly to notify
the Company and the Administrative Agent after any such set-off and application
made by such Bank; provided, however, that the failure to give
such notice shall not affect the validity of such set-off and application. 10.11       Notification of Addresses, Lending
Offices, Etc.  Each Bank shall notify
the Administrative Agent in writing of any changes in the address to which
notices to such Bank should be directed, of addresses of its Lending Office, of
payment instructions in respect of all payments to be made to it hereunder and
of such other administrative information as the Administrative Agent shall
reasonably request. 10.12       Counterparts.  This Agreement may be executed in any number
of separate counterparts, each of which, when so executed, shall be deemed an
original, and all of said  59


counterparts
taken together shall be deemed to constitute but one and the same
instrument.  Delivery of an executed
counterpart of a signature page to this Agreement by facsimile shall be
effective as delivery of a manually executed counterpart of this Agreement. 10.13       Severability.  The illegality or unenforceability of any
provision of this Agreement or any instrument or agreement required hereunder
shall not in any way affect or impair the legality or enforceability of the
remaining provisions of this Agreement or any instrument or agreement required
hereunder. 10.14       Governing Law.  This Agreement shall be governed by, and
construed in accordance with, the law of the State of New York. 10.15       Consent to Jurisdiction; Waiver of
Jury Trial. (a)Each of the parties hereto hereby
irrevocably and unconditionally submits, in any action or proceeding arising
out of or relating to this Agreement, any other Loan Document or the
transactions contemplated hereby, to the jurisdiction of (i) any New York State
or federal court sitting in New York City and any appellate court thereof, and
(ii) solely with respect to any action or proceeding brought against it as a
defendant, the competent Federal or state courts of its own corporate domicile.
For purposes of clause (ii) above, the Company declares that its corporate
domicile is Garza Garcia, Nuevo Leon. (b)Each of the parties hereto hereby
irrevocably waives, to the fullest extent it may effectively do so, the defense
of an inconvenient forum to the maintenance of such action or proceeding and
any right of jurisdiction in such action or proceeding on account of its
present or future place of residence or domicile. (c)EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED UPON, OR ARISING OUT OF, THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT OR ACTIONS OF
THE ADMINISTRATIVE AGENT, THE BANKS OR THE COMPANY RELATING THERETO. (d)The Company hereby irrevocably appoints
Corporation Service Company (the Process Agent), with an office on the date
hereofat 1133 Avenue of the Americas, Suite 3100 New York, New York 10036,as its agent to receive on behalf of the
Company service of the summons and complaint and any other process which may be
served in any action or proceeding brought in any New York state or federal
court sitting in New York City. Such service may be made by mailing or
delivering a copy of such process to the Company, in care of the process agent
at the address specified above for such Process Agent, and the Company hereby
irrevocably authorizes and directs the Process Agent to accept such service on
its behalf.  Such appointment shall be
contained in a notarial instrument which complies with the 1940 Protocol on
Uniformity of Powers of Attorney to be utilized abroad as ratified by the
United States and Mexico.  60


(e)Final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law. 10.16       Waiver of Immunity.  The Company acknowledges that the execution
and performance of this Agreement and each other Loan Document is a commercial
activity and to the extent that the Company has or hereafter may acquire any
immunity from any legal action, suit or proceedings, from jurisdiction of any
court or from set-off or any legal process (whether service or notice,
attachment prior to judgment, attachment in aid of execution of judgment,
execution of judgment or otherwise) with respect to itself or any of its
property or assets, whether or not held for its own account, the Company hereby
irrevocably and unconditionally waives and agrees not to plead or claim such
immunity in respect of its obligations under this Agreement or any other Loan
Document. 10.17       Payment
in Dollars; Judgment Currency. (a)All payments by the Company to the
Administrative Agent hereunder shall be made in Dollars and in immediately
available funds and in such funds as are customary at the time for the
settlement of international transactions. (b)If for the purposes of obtaining judgment
against the Company with respect to its obligations under this Agreement or the
Notes in any court it is necessary to convert a sum due under this Agreement in
Dollars into another currency (the Other Currency), the Company agrees, to
the fullest extent permitted by applicable law, that the rate of exchange used
shall be that at which in accordance with normal banking procedures the
Administrative Agent could purchase Dollars with the Other Currency on the
business day preceding that on which final judgment is given. (c)The obligation of the Company in respect
of any sum due under this Agreement or any Note shall, notwithstanding any
judgment in any Other Currency, be discharged only to the extent that on the
Business Day following receipt by the Administrative Agent of any sum adjudged
to be so due in the Other Currency the Administrative Agent may in accordance
with normal banking procedures purchase Dollars with the Other Currency; if the
amount of Dollars so purchased is less than the sum originally due to the
Administrative Agent in Dollars, the Company hereby agrees, as a separate
obligation and notwithstanding any such judgment, to indemnify the
Administrative Agent and the Banks against such loss. ARTICLE
XI
THE BOOKRUNNER 11.01       The Bookrunner.  The Company hereby confirms the designation
of BBVASI, as arranger and Bookrunner for this Agreement.  The Bookrunner assume no responsibility or
obligation hereunder for servicing, enforcement or collection of the
Obligations, or any duties as agent for the Banks.  The title Bookrunner implies no fiduciary
responsibility on the part of the Bookrunner to the Administrative Agent, or
the Banks and the use of either such title does not impose on the Bookrunner
any duties or obligations under this Agreement except as may be expressly set
forth herein.  61


11.02       Liability of Bookrunner.  Neither the Bookrunner nor any of their
respective officers, directors, employees, agents, attorneys-in-fact or
Affiliates shall be (a) liable for any action lawfully taken or omitted to be
taken by them or any such Person under or in connection with this Agreement or
any other Loan Document (except for such Bookrunners own gross negligence or
willful misconduct), or (b) responsible in any manner to any Bank for any
recital, statement, representation or warranty made by the Company or any
officer thereof, contained in this Agreement or in any other Loan Document, or
in any certificate, report, statement or other document referred to or provided
for in, or received by the Bookrunner under or in connection with, this
Agreement or any other Loan Document or for the validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or any other Loan
Document or for any failure of the Company or any other party to any other Loan
Document to perform its obligations hereunder or thereunder.  Except as otherwise expressly stated herein,
the Bookrunner shall not be under any obligation to any Bank to ascertain or to
inquire as to the observance or performance of any of the agreements contained
in, or conditions of, this Agreement or any other Loan Document, or to inspect
the properties, books or records of the Company. 11.03       Bookrunner in their respective
Individual Capacities.  Each of
BBVASI, and its Affiliates may make loans to, accept deposits from and
generally engage in any kind of business with the Borrower or any of its
Affiliates as though they were not the Bookrunner hereunder. 11.04       Credit Decision.  Each Bank expressly acknowledges that neither
the Bookrunner nor any of their respective Affiliates, officers, directors,
employees, agents or attorneys-in-fact have made any representation or warranty
to it, and that no act by the Bookrunner hereafter taken, including any review
of the affairs of the Company, shall be deemed to constitute any representation
or warranty by the Bookrunner to any Bank. 
Each Bank acknowledges to the Bookrunner that it has, independently and
without reliance upon the Bookrunner, 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 the Company and their Affiliates and
made its own decision to enter into this Agreement.  Each Bank also acknowledges that it will,
independently and without reliance upon the Bookrunner, and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit analysis, appraisals and decisions in taking or not taking action
under this Agreement and the other Loan Documents, and to make such
investigations as it deems necessary to inform itself as to the business,
prospects, operations, property, financial and other condition and
creditworthiness of the Company.  The
Bookrunner shall not have any duty or responsibility to provide any Bank with
any information concerning the business, prospects, operations, property,
financial and other condition or creditworthiness of the Company which may come
into the possession of the Bookrunner or any of their respective officers,
directors, employees, agents, attorneys-in-fact or Affiliates.  62


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed and delivered by
their proper and duly authorized officers as of the day and year first above
written. GRUMA, S.A. de C.V.By:
  /s/RAUL
  PALAEZ CANOName:
  Raul Pelaez CanoTitle:
  Chief Financial OfficerBy:
  /s/SALVADOR
  VARGAS GUAJARDOName:
  Salvador Vargas GuajardoTitle:
  General CounselAddress for NoticesGRUMA, S.A. de C.V.Calzada del Valle Ote 407,San Pedro Garza GarciaNeuvo Leon, 66220MexicoAttention: 
   [Eduardo Villegas]Telephone: 
  [52 81 8399 3339]Facsimile:  
  [52 81 8399 3358]


THIS PAGE IS A SIGNATURE
PAGE FOR THE LOAN AGREEMENT, DATED AS OF JULY 22, 2005, AMONG GRUMA, S.A. DE
C.V., AS BORROWER, BBVA SECURITIES INC., AS BOOKRUNNER AND DOCUMENTATION AGENT,
AND BBVA BANCOMER, S.A. AS ADMINISTRATIVE AGENT FOR THE BANKS. BBVA SECURITIES INC.
  as Bookrunner and Documentation AgentBy:
  /s/Name:Title:
  Managing DirectorBy:
  /s/ J. German VossName:
  J. Germin VossTitle:
  Associate Vice President


THIS PAGE IS A SIGNATURE
PAGE FOR THE LOAN AGREEMENT, DATED AS OF JULY 22, 2005, AMONG GRUMA, S.A. DE
C.V., AS BORROWER, BBVA SECURITIES INC., AS BOOKRUNNER AND DOCUMENTATION AGENT,
AND BBVA BANCOMER, S.A. AS ADMINISTRATIVE AGENT FOR THE BANKS.THIS PAGE IS A
SIGNATURE PAGE FOR THE LOAN AGREEMENT, DATED BBVA BANCOMER, S.A., INSTITUCIÓN DE BANCA
  MÚLTIPLE, GRUPO FINANCIERO BBVA BANCOMER
  as Administrative AgentBy:
  /s/Ricardo
  CanoName:
  Ricardo CanoTitle:
  DirectorBy:
  /s/Luis CanoName:
  Luis CanoTitle:
  Subdirector


THIS PAGE IS A SIGNATURE
PAGE FOR THE LOAN AGREEMENT, DATED AS OF JULY 22, 2005, AMONG GRUMA, S.A. DE
C.V., AS BORROWER, BBVA SECURITIES INC., AS BOOKRUNNER AND DOCUMENTATION AGENT,
AND BBVA BANCOMER, S.A. AS ADMINISTRATIVE AGENT FOR THE BANKS. BNP PARIBAS PANAMA BRANCH
  as Arranger and BankBy:
  /s/Raul
  Ardito-BarlettaName:
  Raul Ardito-BarlettaTitle:
  Executive Vice PresidentBy:
  /s/Nair
  GonzalesName:
  Nair GonzalesTitle:
  Senior Vice President


THIS PAGE IS A SIGNATURE
PAGE FOR THE LOAN AGREEMENT, DATED AS OF JULY 22, 2005, AMONG GRUMA, S.A. DE
C.V., AS BORROWER, BBVA SECURITIES INC., AS BOOKRUNNER AND DOCUMENTATION AGENT,
AND BBVA BANCOMER, S.A. AS ADMINISTRATIVE AGENT FOR THE BANKS. SOCIETE GENERALE, New York, 
  as Arranger and BankBy:
  /s/George LedoName:
  George LedoTitle:
  Director


THIS PAGE IS A SIGNATURE
PAGE FOR THE LOAN AGREEMENT, DATED AS OF JULY 22, 2005, AMONG GRUMA, S.A. DE
C.V., AS BORROWER, BBVA SECURITIES INC., AS BOOKRUNNER AND DOCUMENTATION AGENT,
AND BBVA BANCOMER, S.A. AS ADMINISTRATIVE AGENT FOR THE BANKS. BANCO BILBAO VIZCAYA ARGENTARIA, S.A.,
  as BankBy:
  /s/Hector O.
  VillegasName:
  Hector O. VillegasTitle:
  Vice President
  Global Corporate BankingBy:
  /s/Santiago
  HernandezName:
  Santiago HernandezTitle:
  Vice President
  Global Corporate Banking


THIS PAGE IS A SIGNATURE
PAGE FOR THE LOAN AGREEMENT, DATED AS OF JULY 22, 2005, AMONG GRUMA, S.A. DE
C.V., AS BORROWER, BBVA SECURITIES INC., AS BOOKRUNNER AND DOCUMENTATION AGENT,
AND BBVA BANCOMER, S.A. AS ADMINISTRATIVE AGENT FOR THE BANKS. CITIBANK N.A., NASSAU, BAHAMAS BRANCH,
  As BankBy:
  /s/Leslie
  MunroeName:
  Leslie MunroeTitle:
  Attorney-In-Fact
  Citibank N.A.
  Nassau, Bahamas Branch


THIS PAGE IS A SIGNATURE
PAGE FOR THE LOAN AGREEMENT, DATED AS OF JULY 22, 2005, AMONG GRUMA, S.A. DE
C.V., AS BORROWER, BBVA SECURITIES INC., AS BOOKRUNNER AND DOCUMENTATION AGENT,
AND BBVA BANCOMER, S.A. AS ADMINISTRATIVE AGENT FOR THE BANKS. COÖPERATIEVE CENTRALE
  RAIFFEISEN-BOERENLEENBANK B.A., RABOBANK INTERNATIONAL NEW YORK BRANCH,
  As BankBy:
  /s/Brett
  DelfinoName:
  Brett DelfinoTitle:
  Executive DirectorBy:
  /s/Edward J.
  PeyserName:
  Edward J. PeyserTitle:
  Managing Director


Schedule
1.01 Commitments;
Pro Rata Shares  Banks
  
  Total
  Commitments
  
  Revolving
  Commitment
  
  Term
  Commitment
  
  Term Pro
  Rata Share
  
  Revolving
  Pro Rata
  ShareBanco Bilbao Vizcaya
  Argentaria, S.A.
  
  $
  50M
  
  $
  20M
  
  $
  30M
  
  20
  %
  20
  %Citibank N.A., Nassau
  Bahamas Branch
  
  $
  50M
  
  $
  20M
  
  $
  30M
  
  20
  %
  20
  %Societe Generale, New York
  
  $
  50M
  
  $
  20M
  
  $
  30M
  
  20
  %
  20
  %BNP Paribas
  
  $
  50M
  
  $
  20M
  
  $
  30M
  
  20
  %
  20
  %Rabobank, New York
  
  $
  50M
  
  $
  20M
  
  $
  30M
  
  20
  %
  20
  %Total
  
  $
  250M
  
  $
  100M
  
  $
  150M
  
  100
  %
  100
  %   S-1


EXECUTION COPY Schedule 5.05
Pending Litigation I. 
DISTRIBUTOR ARBITRATION On or about November 29, 2001, one of Gruma
Corporations distributors filed a putative class action lawsuit against Gruma
Corporation.  The case was removed from California state court to federal
court.  Prior to April 2005, we did not consider this claim to be material
because we were successful on two court orders, which held that the claim must
be arbitrated and that the arbitration would be for the individual plaintiffs
claims only and because the total exposure on the individual claim was for a
small amount.  No other similar claims have been filed against us. 
On or about April 25, 2005, the United States District Court, based upon a
recent U.S. Supreme Court decision, ordered that the original claims should be
referred to arbitration and that the arbitrator could decide whether the matter
should proceed as a class action.   No decision has yet been made as
to whether the claims should proceed as a class action.  Accordingly, it
is now possible that the claim could proceed in arbitration on a classwide
basis.  The claims, as recently amended, allege that Gruma Corporations
distributors are actually employees or franchisees, that Gruma Corporation has
failed to make wage and other payments required for employees, that Gruma
Corporation has violated the California antitrust laws and unfair competition
statutes, that Gruma Corporation has breached certain contracts with the
distributors and that Gruma Corporation has otherwise committed fraud and
negligent misrepresentations.  The claims are being asserted by two named
plaintiffs and five unnamed plaintiffs.  The plaintiffs seek damages and
equitable relief but have not yet specified the total amount of damages
sought.  We may not learn the amount of damages until the class is
certified.  We intend to vigorously defend against this action.  II.  MEXICAN
TAX CLAIM The Mexican tax authorities have disallowed the asset
tax reported in our 1995 and 1996 tax returns. 
The authorities claim we owe Ps 547.1 million, including related
surcharges and penalties.  We have
brought a proceeding for annulment of such disallowance notice and are
vigorously defending the claim. III.  WATER
DISCHARGE ASSESSMENTS Certain
subsidiaries of GIMSA have been notified by the National Water Commission of
fee assessments due from different years amounting to Ps.24.9 million plus
related penalties and surcharges.  These fees arise from our alleged
discharge of sewage water on public property through the sprinkler systems
located on the grounds of some of our subsidiaries.  The current status of
these fee assessments is as follows:  (a) we have obtained final favorable
court decisions to annul fee assessments for Ps.6.9 million; (b) we have
obtained favorable court decisions to annul fee assessments for Ps.14.2 million
and such decisions were appealed by the CNA (the resolutions of such appeals
are currently pending); and (c) we have obtained favorable court decisions to
annul fee assessments for Ps.3.8 million.  However, such decisions may
still be appealed by the  S-2


CNA.  According to our legal counsel, we
have a reasonable basis to believe that we have been and are in compliance with
the applicable regulations because we believe the discharged water is neither
sewage water nor to have been discharged on public grounds.  Accordingly,
we believe all matters will be resolved in our favor.  We will continue to
vigorously defend against these fee assessments.  IV.VENEZUELAN TAX CLAIM The Venezuelan tax authorities have made certain
assessments to Molinos Nacionales, C.A., one of our Venezuelan subsidiaries,
relating to income tax returns for 1998 and 1999 in the amount of Ps 76.7 million
plus tax credits presumably omitted for Ps 0.4 million.  The resolution of
these claims will be assumed by the previous shareholder from whom we brought
this subsidiary pursuant to the terms of the purchase agreement. V. 
ANTITRUST LAWSUIT Eighteen manufacturers of tortillas and other
processed food products brought three related antitrust lawsuits against Gruma
Corporation and Azteca Milling in the United States District Court for the
Southern District of Texas, Galveston Division.  The three suits were: 
(1) El Aguila Food Products, Inc., et al. v.  Gruma Corporation,
et al.; No. G-01-434, in the United States District Court for the Southern
District of Texas, Galveston Division; (2) Gilbert Moreno
Enterprises, Inc., et al. v. Gruma Corporation, et al.; C.A.
No. G-01-546, in the United States District Court for the Southern
District of Texas, Galveston Division; and (3) Capistran, Inc., et
al. v. Gruma Corporation, et al.; No. G-02-100, in the United States
District Court for the Southern District of Texas, Galveston Division. 
These three lawsuits were consolidated into El Aguila Food Products, Inc.,
et al. v.  Gruma Corporation, et al. which, on January 10, 2003, was
transferred to the United States District Court for the Southern District of
Texas, Houston Division.  The plaintiffs alleged that the defendants,
including Gruma Corporation and Azteca Milling, conspired with retailers to
restrain trade in the retail sale of tortillas in Texas, California, Arizona
and Michigan, used market power to exclude plaintiffs from the retail tortilla
market, and otherwise competed unfairly.  The plaintiffs sought damages,
including treble damages, greatly in excess of U.S.$1 million per Plaintiff,
as well as injunctive relief.  In December 2003, the trial court, after
four weeks of trial, dismissed the suit as being without merit. 
Plaintiffs filed an appeal.  On May 17, 2005, the United States Court
of Appeals handed down a decision affirming the trial courts dismissal. 
It is unknown whether the plaintiffs will pursue any further appeal.  S-3


EXECUTION COPY Schedule 5.12(a)
List of Material Subsidiary  Azteca Miling L.P Gruma Corporation Grupo Industrial Maseca,
S.A. de C.V   S-4


Schedule 5.12(b)
List of Material Subsidiary Agreements containing Dividends Restrictions   COMPANY
  
  AGREEMENT
  
  TOTAL AMOUNT OF THE FACILITIESGruma
  Corporation
  
  Leases with Philip
  Morris Capital
  Corporation
  
  US$38,216,199.91Gruma
  Corporation
  
  IDBs
  
  US$10,535,000.00Gruma
  Corporation
  
  Rabobank
  Syndication
  Facility
  
  US$70,000,000.00Gruma
  Corporation
  
  Private placement
  with John Hancock
  
  US$15,501,573.95   S-5


Schedule 7.01
Existing Liens  COMPANY
  
  
  AGREEMENT
  
  
  LIENGruma Corporation
  
  Capital Lease with Philip
  Morris Capital Corporation
  
  Rancho Cucamonga
  Building, Land, EquipmentsOvis Boske Speciaalbrood,
  B.V.
  
  Credit Agreements with
  ABN Amro Bank, N.V.
  
  Real estate    S-6


EXECUTION
COPY   Schedule
10.02 Notices   GRUMA S.A. de C.V.GRUMA, S.A. de C.V.Calzada del Valle Ote. 407San Pedro Garza García,
  Nuevo León 66220MexicoAttn:  Chief
  Financial Officer/General CounselTelephone:
  
  52 81 8399 3308Facsimile:
  
  52 81 8399 3345   BBVA Bancomer,
  S.A.Banca de
  InversiónMontes Urales
  No. 620 3er. PisoCol. Lomas de
  Chapultepec11000 México,
  D.F.Attention:
  
  Concepción
  Zúñiga VelascoTelephone:
  
  (011) 5201-2063Facsimile:
  
  (011) 5201-2054Email:
  
  c.zuniga@bbva.bancomer.com    S-7


EXHIBIT A FORM OF NOTICE OF BORROWING [                   ],
2005  BBVA Bancomer,
  S.A.as
  Administrative Agent for the Banksparty to the
  Loan Agreementreferred to
  belowBanca de
  InversiónMontes Urales
  No. 620 3er. PisoCol. Lomas de
  Chapultepec11000 México,
  D.F.Attention:
  
  Concepción
  Zúñiga VelascoTelephone:
  
  (011) 5201-2063Facsimile:
  
  (011) 5201-2054Email:
  
  c.zuniga@bbva.bancomer.com Re:          Loan Agreement, dated as of July
[___], 2005 (as amended, supplemented or otherwise modified from time to time,
the Loan Agreement), among GRUMA, S.A. de C.V., as borrower, the several
financial institutions from time to time party to this Agreement, BBVA
SECURITIES INC, as Bookrunner and Documentation Agent and BBVA BANCOMER, S.A.,
INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO BBVA BANCOMER, as
Administrative Agent for the Banks. Ladies and Gentlemen: The undersigned, GRUMA, S.A. de C.V., refers to the
Loan Agreement, the terms defined therein being used herein as therein defined,
and hereby gives you notice irrevocably, pursuant to Section 2.03 of the Loan
Agreement, of the Borrowing specified herein: (1) The Business Day of the proposed Borrowing is
[    ]. (2) The aggregate amount of the proposed Borrowing of
Term Loans is US$[_____________________]. and/or (2) The aggregate amount of the proposed Borrowing of
Revolving Loans is US$[_____________________]. (3) The proposed Borrowing shall be made as [LIBOR
Loans having an Interest Period of _____________ month[s]] [Base Rate Loans].   A-1


The undersigned hereby certifies that the following
statements are true on the date hereof, and will be true on the date of the
proposed Borrowing, before and after giving effect thereto and to the
application of the proceeds therefrom: (a) The representations and warranties of the
undersigned contained in Article V of the Loan Agreement are true and correct
in all material respects; and (b) No Default or Event of Default has occurred and is
continuing, or would result from the proposed Borrowing. Please wire transfer the proceeds of the Borrowing to
the accounts of the following persons at the financial institutions indicated
respectively:  Amount
  to be Transferred
  
  Name
  
  Person to
  be Paid
  
  ABA No.
  
  Account No.
  
  Account Name,
  Address, etc.$
  
  
  
  
  
  
  
  Attention:$
  
  
  
  
  
  
  
  Attention:   The Company has caused this Notice of Borrowing to be
executed and delivered, and the certification and warranties to be made, by its
duly Responsible Officer this ____ day of __________________.  GRUMA, S.A. DE C.V.By:Name:Title:   A-2


EXHIBIT B FORM OF NOTICE OF CONTINUATION/CONVERSION [          ],
2005  BBVA Bancomer,
  S.A.as
  Administrative Agent for the Banksparty to the
  Loan Agreementreferred to
  belowBanca de
  InversiónMontes Urales
  No. 620 3er. PisoCol. Lomas de
  Chapultepec11000 México,
  D.F.Attention:
  
  Concepción
  Zúñiga VelascoTelephone:
  
  (011) 5201-2063Facsimile:
  
  (011) 5201-2054Email:
  
  c.zuniga@bbva.bancomer.com   Re:          Loan Agreement, dated as of July [___], 2005 (as amended,
supplemented or otherwise modified from time to time, the Loan Agreement),
among GRUMA, S.A. de C.V., as borrower, the several financial institutions from
time to time party to this Agreement, BBVA SECURITIES INC, as Bookrunner and
Documentation Agent and BBVA BANCOMER, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE,
GRUPO FINANCIERO BBVA BANCOMER, as Administrative Agent for the Banks. Ladies and Gentlemen: This Notice of Continuation/Conversion is delivered to
you pursuant to Section 2.04 of the Loan Agreement. Unless otherwise defined
herein or the context otherwise requires, terms used herein have the meanings
provided in the Loan Agreement. The Company hereby requests that on
_____________________, 200__, (1)           US$______________________
of the presently outstanding principal amount of the Loans originally made on
_________________________, 200__, (2)           and
all presently being maintained as [Base Rate Loans] [LIBOR Loans], (3)           be
[converted into] [continued as], (4)           [LIBOR
Loans having an Interest Period of _________ months]
[Base Rate Loans].   B-1


The Company hereby: (a) certifies and warrants that no Default or Event of
Default has occurred and is continuing; and (b) agrees that if prior to the time of such
continuation or conversion any matter certified to herein by it will not be
true and correct at such time as if then made, it will immediately so notify
the Administrative Agent. Except to the extent, if any, that prior to the time
of the continuation or conversion requested hereby the Administrative Agent
shall receive written notice to the contrary from the Company, each matter
certified to herein shall be deemed to be certified at the date of such
continuation or conversion as if then made. The Company has caused this Notice of
Continuation/Conversion to be executed and delivered, and the certification and
warranties contained herein to be made, by its Responsible Officer this ______
day of ____________, 200__.  GRUMA, S.A. DE C.V.By:Name:Title:   B-2


EXHIBIT C-1  FORM OF TERM NOTE  NO NEGOCIABLE
  
  NOT
  TRANSFERABLE BY ENDORSEMENTPAGARÉ
  
  
  
  PROMISSORY
  NOTESuma Principal: E.U.A. $30,000,000.00 DólaresGarza García, Nuevo León, México
  
  Principal Amount: U.S. $30,000,000.00Garza García, Nuevo León, MéxicoPor VALOR RECIBIDO, la suscrita, GRUMA, S.A. DE C.V.
  (la Sociedad), una sociedad anónima de capital variable, debidamente
  constituida y existente bajo las leyes de los Estados Unidos Mexicanos, POR
  EL PRESENTE PAGARÉ PROMETE INCONDICIONALMENTE PAGAR a la orden de [] (el Banco),
  la suma principal de E.U.A. $30,000,000.00 Dólares (Trienta Millones 00/100
  Dólares), moneda de curso legal de los Estados Unidos de América, el 28 de
  julio de 2010 (la Fecha de Vencimiento).
  
  For VALUE RECEIVED, the undersigned, GRUMA, S.A. DE
  C.V. (the Company), a sociedad
  anónima de capital variable,duly organized and existing under
  the laws of the United Mexican States, HEREBY UNCONDITIONALLY PROMISES TO PAY
  to the order of [] (the Bank), the principal sum of U.S. $ 30,000,000.00 (Thirty Million 00/100 Dollars of the United States of
  America), on July 28, 2010 (the Maturity Date).La Sociedad promete además pagar al Banco intereses
  ordinarios sobre la suerte principal insoluta de este Pagaré, a partir de la
  fecha de este Pagaré, en cada Fecha de Pago de Intereses (según se define más
  adelante) y hasta la Fecha de Vencimiento, a una tasa anual igual a LIBOR
  (según se define más adelante) para cada Período de Intereses (según se define
  más adelante) más el Margen Aplicable (según se define más adelante).
  
  The Company further promises to pay to the Bank
  interest on the outstanding principal amount hereof, from the date hereof, on
  each Interest Payment Date (as hereinafter defined) until the Maturity Date,
  at a rate per annum equal to LIBOR (as hereinafter defined) for each Interest
  Period (as hereafter defined) plus the Applicable Margin (as
  hereinafter defined).Todos
  los intereses conforme al presente Pagaré serán calculados sobre la base de
  un año de 360 días para el número de días efectivamente transcurridos durante
  el período en el cual dichos intereses sean pagaderos (incluyendo el primer
  pero excluyendo el último día).
  
  All
  computations of interest hereunder shall be made on the basis of a year of
  360 days for the actual number of days elapsed in the period for which any
  such interest is payable (including the first day but excluding the last
  day).En
  caso de que cualquier cantidad pagadera conforme al presente Pagaré no sea
  pagada a su vencimiento (ya sea en la fecha de su vencimiento, por
  vencimiento anticipado o por cualquier otro
  
  In
  the event that any amount due hereunder is not paid in full when due (whether
  at stated maturity, by acceleration or otherwise), the unpaid principal
  amount hereof and interest due   C-1


motivo),
  la suerte principal e intereses insolutos de este Pagaré vencerán
  anticipadamente y a partir de ese momento, la Sociedad pagará a la vista al
  Banco, en la medida permitida por la ley aplicable, intereses moratorios
  sobre el saldo insoluto del principal e intereses desde la fecha de
  vencimiento de dicha cantidad hasta la fecha de su pago total, pagaderos a la
  vista, a una tasa anual igual a:(i) respecto de la suma
  principal insoluta, LIBOR en vigor más el Margen Aplicable en vigor más
  2.00% (dos punto cero por ciento) y (ii) respecto de cualquier otra cantidad
  insoluta distinta del principal, la Tasa de Interés Base Alterna más
  el Margen Aplicable en vigor más  2.00%
  (dos punto cero por ciento).
  
  hereunder
  shall become forthwith due and payable and from that moment the Company shall
  pay to the Bank, to the extent permitted by applicable law, overdue interest
  on such unpaid principal and interest amount, from the date such amount
  becomes due until the date such amount is paid in full, payable on demand, at
  a rate per annum equal to: (i) for the outstanding principal amount, LIBOR
  then in effect plus the Applicable Margin then in effect plus
  2.00% (two point zero percent) and (ii) in respect of any other unpaid amount
  different than principal,the Alternate Base Rate plus the
  Applicable Margin then in effect plus 2.00% (two point zero percent).Para efectos de este
  Pagaré, los siguientes términos tendrán los siguientes significados:
  
  For purposes of this Note,
  the following terms shall have the following meanings:Agente
  Administrativo significará BBVA Bancomer, S.A., Institución de Banca
  Múltiple, Grupo Financiero BBVA Bancomer.
  
  Administrative
  Agent shall mean BBVA Bancomer, S.A., Institución de Banca Múltiple,
  Grupo Financiero BBVA Bancomer.Tasa
  de Interés Base Alterna significará, para cualquier día, una tasa de
  interés anual variable equivalente a la que sea más alta entre (a) la tasa de
  intereses más recientemente anunciada por BBVA Bancomer, S.A., Institución de
  Banca Múltiple, Grupo Financiero BBVA Bancomer, como su tasa prime o (b) la
  Tasa de Fondos Federales más recientemente determinada por el Agente
  Administrativo más 0.50%.
  
  Alternate
  Base Rate shall mean, for any day, a fluctuating rate of interest per
  annum equal to the higher of (a) the rate of interest most recently announced
  by BBVA Bancomer, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA
  Bancomer, as its prime rate and (b) the Federal Funds Rate most recently
  determined by the Administrative Agent plus 0.50%.Margen
  Aplicable significará el margen, expresado como una tasa de interés
  anual, que se adicionará a LIBOR igual a:
  
  Applicable
  Margin shall mean the margin, expressed as an interest rate per annum,
  to be added to LIBOR and equal to:(a) desde e incluyendo la fecha del presente, hasta
  pero excluyendo el primer aniversario del presente, el Margen Aplicable será
  la base anual igual a 0.40%, y
  
  (a)
  from and including the date hereof, to but excluding the first anniversary of
  the date hereof, the Applicable Margin shall mean a rate per annum equal to
  0.40%, and(b) desde e incluyendo el primer aniversario del
  presente, hasta e incluyendo la Fecha de Vencimiento, el Margen Aplicable
  será la tasa anual igual a 0.45%.
  
  (b)
  from and including the first anniversary of the date hereof, to and including
  the Maturity Date, the Applicable Margin shall mean a rate per annum equal to
  0.45%.   C-2


Día
  Hábil significará cualquier día
  que sea distinto de un sábado, domingo u otro día en el que los bancos
  comerciales en la ciudad de Nueva York o México, Distrito Federal, Estados
  Unidos Mexicanos, estén autorizados o sean requeridos para cerrar por ley o
  reglamento administrativo y cualquier día en el que se lleven a cabo
  operaciones en Dólares en el mercado interbancario de Londres.
  
  Business
  Day shall mean any day other than Saturday, Sunday or other day on which
  commercial banks in New York City or Mexico City, United Mexican States, are
  authorized or required by law or administrative rule to close and any such
  day on which dealings in Dollar deposits are conducted by and between banks
  in the London interbank market.Dólares
  o E.U.A significará la moneda de curso legal de los Estados Unidos
  de América.
  
  Dollars
  or US$ shall mean the lawful currency of the United States of
  America.Tasa
  de Fondos Federales significará, para cualquier día, la tasa de interés
  anual igual al promedio ponderado de las tasas de interés respecto de
  transacciones con fondos federales a un día con miembros del Sistema de la
  Reserva Federal acordadas por corredores de fondos Federales en dicho día,
  según la publique el Banco de la Reserva Federal el Día Hábil siguiente al
  día en que se haga tal determinación; en el entendido que (a) si dicho
  día no es un Día Hábil, la Tasa de Fondos Federales para dicho día será dicha
  tasa para dichas transacciones en el Día Hábil anterior según se publique el
  siguiente Día Hábil, y (b) si dicha tasa de interés no es publicada durante
  dicho siguiente Día Hábil, la Tasa de Fondos Federales para dicho día será la
  tasa promedio (redondeada hacia arriba, si fuera necesario, a un múltiplo
  completo de 1/100 de 1%) cobrada a BBVA Bancomer, S.A., Institución de Banca
  Múltiple, Grupo Financiero BBVA Bancomer en dicho día para dichas operaciones
  según la determine el Agente Administrativo.
  
  Federal
  Funds Rate shall mean, for any day, the rate per annum equal to the
  weighted average of the rates on overnight Federal funds transactions with
  members of the Federal Reserve System arranged by Federal funds brokers on
  such day, as published by the Federal Reserve Bank on the Business Day next
  succeeding such day; provided that (a) if such day is not a Business
  Day, the Federal Funds Rate for such day shall be such rate on such
  transactions on the next preceding Business Day as so published on the next
  succeeding Business Day, and (b) if no such rate is so published on such next
  succeeding Business 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 to BBVA Bancomer, S.A., Institución de Banca Múltiple, Grupo
  Financiero BBVA Bancomer on such day on such transactions as determined by
  the Administrative Agent.Período Trimestral significará cada
  trimestre que termine el último día de marzo, junio, septiembre o diciembre.
  
  Fiscal Quarter
  shall mean a quarter ending on the last day of March, June, September or
  December.Fecha
  de Pago de Intereses significará el último día de cada Periodo de
  Intereses; en el entendido de que si cualquier Periodo de Intereses
  tuviere una duración de más de tres meses, las fechas respectivas que ocurran
  cada tres meses después de iniciado dicho Periodo de Intereses también
  
  Interest
  Payment Date shall mean the last day of each Interest Period; provided
  that if any Interest Period exceeds three months, the respective dates that
  fall every three months after the beginning of such Interest Period shall also
  be Interest Payment Date.   C-3


serán consideradas Fechas de Pago de Intereses.Periodo de Intereses significará, respecto
  al primer Periodo de Intereses, el periodo que comience en la fecha del
  presente Pagaré, y para los Periodos de Intereses subsecuentes, el período
  que comience en la Fecha de Pago de Intereses inmediatamente anterior, y que
  termine el primero, segundo, tercero o sexto mes posterior a dicha fecha, según como la Sociedad seleccione
  periódicamente y notifique de ello por escrito al Agente Administrativo;
  en el entendido, sin embargo, que (a) si cualquier Periodo de
  Intereses pudiera terminar en un día que no sea un Día Hábil, ese Periodo de
  Intereses será extendido al siguiente Día Hábil, a menos que el resultado de
  dicha extensión hiciere que dicho Periodo de Intereses ocurra en otro mes de
  calendario, en cuyo caso dicho Periodo de Intereses terminará el Día Hábil
  anterior, (b) cualquier Periodo de Intereses que comience el último Día Hábil
  de un mes de calendario (o en un día para el cual no exista numéricamente un
  día que corresponda en el mes de calendario al final de dicho Periodo de
  Interés) terminará el último Día Hábil del mes calendario al final de dicho
  Periodo de Intereses, y (c) ningún Periodo de Intereses se extenderá más allá
  de la Fecha de Vencimiento.
  
  Interest Period
  shall mean, with respect to the first Interest Period, a period commencing on
  the date hereof and, thereafter, a period commencing on the immediately
  preceding Interest Payment Date, and ending on the date one, two, three or
  six months thereafter, as selected by the Company from time to time and
  notified in writing to the Administrative Agent; provided, however,
  that (a) if any Interest Period would otherwise end on a day that is not a
  Business Day, that Interest Period shall be extended to the following
  Business Day unless the result of such extension would be to carry such
  Interest Period into another calendar month, in which event such Interest
  Period shall end on the preceding Business Day, (b) any 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 the calendar month at the end of
  such Interest Period) shall end on the last Business Day of the calendar month
  at the end of such Interest Period, and (c) no Interest Period shall extend
  beyond the MaturityDate.LIBOR significará para cada Periodo de
  Intereses (a) la tasa de interés anual (redondeada, de ser necesario al más
  cercano centésimo de 1%) igual a la tasa de interés determinada por el Agente
  Administrativo como la tasa de interés ofrecida que aparezca en la Página
  Telerate 3750 (o cualquier sucesor o equivalente de la misma) como la tasa
  interbancaria ofrecida en Londres para depósitos en Dólares con un plazo
  comparable a dicho Periodo de Intereses, determinada dos Días Hábiles previos
  al primer día de dicho Periodo de Intereses con respecto de cualquier Período
  de Intereses, o (b) si la tasa antes referida no aparece en dicha página o
  servicio o si dicha página o servicio no estuviere disponible, la tasa de
  interés anual (redondeada, de ser necesario al más cercano centésimo de 1%)
  igual a la tasa determinada por el Agente
  
  LIBOR shall mean
  for any Interest Period (a) the rate per annum (rounded, if necessary, to the
  nearest 1/100th of 1%) equal to the rate determined by the Administrative
  Agent to be the offered rate that appears on Telerate Page 3750 (or any
  successor or equivalent thereto) as the London interbank offered rate for
  deposits in Dollars with a term comparable to such Interest Period,
  determined as of approximately two Business Days prior to the first day of
  such Interest Period with respect to any Interest Period, or (b) if the rate
  referenced above does not appear on such page or service or such page or
  service shall not be available, the rate per annum (rounded if necessary, to
  the nearest 1/100th of 1%) equal to the rate determined by the Administrative
  Agent to be the London interbank offered rate on such   C-4


Administrativo
  como la tasa interbancaria ofrecida en Londres en dicha otra página u otro
  servicio que muestre el promedio de las Tasas de Liquidación de Intereses de
  la Asociación de Banqueros Británicos para depósitos en Dólares con un plazo
  comparable a dicho Periodo de Intereses, determinado aproximadamente a las
  11:00 a.m. (tiempo de Londres) dos Días Hábiles previos al primer día de
  dicho Periodo de Interés con respecto a cualquier Período de Intereses, o (c)
  si las tasas de interés antes mencionadas no estuvieren disponibles, la tasa
  de interés anual (redondeada de ser necesario, al más cercano centésimo de
  1%) determinada por el Agente Administrativo como la tasa de interés a la
  cual se hagan depósitos en Dólares para entregarse el primer día de dicho
  Periodo de Intereses cotizada por BBVA Bancomer, S.A., Institución de Banca
  Múltiple, Grupo Financiero BBVA Bancomer con aproximadamente la misma
  cantidad de bancos de primer orden en el mercado interbancario de Londres
  para depósitos en Dólares, aproximadamente a las 11:00 a.m. (tiempo de
  Londres) dos Días Hábiles previos al primer día de dicho Periodo de
  Intereses, con respecto a cualquier Período de Intereses, en una cantidad
  aproximadamente igual a la suma principal insoluta del presente y por un
  período de tiempo comparable a dicho Período de Intereses.
  
  other
  page or other service that displays an average British Bankers Association
  Interest Settlement Rate for deposits in Dollars with a term comparable to
  such Interest Period, determined as of approximately 11:00 a.m. (London time)
  two Business Days prior to the first day of such Interest Period with respect
  to any Interest Period, or (c) if the rates referenced above are not
  available, the rate per annum (rounded if necessary to the nearest 1/100th of
  1%) determined by the Administrative Agent as the rate of interest at which
  deposits in Dollars for delivery on the first day of such Interest Period
  quoted by BBVA Bancomer, S.A., Institución de Banca Múltiple, Grupo
  Financiero BBVA Bancomer to prime banks in the London interbank market for
  deposits in Dollars at approximately 11:00 a.m. (London time) two Business
  Days prior to the first day of such Interest Period with respect to any
  Interest Period in an amount approximately equal to the principal amount
  hereof and for a period of time comparable to such Interest Period.Todos
  los pagos que deban efectuarse conforme al presente Pagaré deberán hacerse
  antes de las 12:00 a.m., tiempo de Nueva York al Agente Administrativo en las
  oficinas de Banco Bilbao Vizcaya Argentina, S.A. ubicadas en 1345 Avenue of
  the Ameritas, 45th Floor, 10105 New York, New York, Estados Unidos de
  America, en Dólares, libremente transferibles, por valor recibido en la fecha
  de pago, sin compensación o retención alguna, y libres y sin deducción alguna
  por o a cuenta de cualquier impuesto mexicano presente o futuro o cualquier
  otro cargo o impuesto por cualquier concepto.
  
  All payments to be made on or in respect of this
  Promissory Note shall be made not later than 12:00 a.m., New York time to the
  Administrative Agent at the offices of Banco Bilbao Vizcaya Argentaria, S.A.
  located at 1345 Avenue of the Americas, 45th Floor, 10105, New York, New
  York, United States of America, in freely transferable Dollars for value
  received on the date of payment, without setoff or counterclaim, and free and
  clear of and without deduction for any present and future Mexican taxes or
  charges whatsoever.La
  Sociedad conviene en pagar
  
  The Company agrees to cause all such taxes or   C-5


directamente
  a la entidad o autoridad gubernamental correspondiente dichos impuestos o
  cargos causados por el Banco.
  
  charges to be paid on behalf of the Bank directly to
  the appropriate governmental agency or authority.Cualquier
  pago conforme al presente Pagaré, incluyendo los pagos hechos conforme a los
  párrafos anteriores, deberán ser incrementados de tal manera que,
  adicionalmente a los montos que correspondan para el pago de impuestos
  mexicanos o cargos aplicables a los pagos que se efectúen conforme al presente
  Pagaré, los pagos que el Banco reciba sean iguales a los pagos que el Banco
  hubiera recibido si no se hubieran causado dichos impuestos o cargos.
  
  All such payments hereunder, including payments made
  pursuant to the prior paragraphs, shall be increased so that, after provision
  for Mexican taxes and applicable charges, including Mexican taxes or charges
  on such increase, the amounts received by the Bank shall equal the amount the
  Bank would have received if no Mexican taxes or charges were due on such payments.Sujeto a las disposiciones
  establecidas en la definición de Periodo de Intereses establecida en el
  presente Pagaré, en caso de que cualquier pago conforme al presente Pagaré
  venza en un día que no sea un Día Hábil, entonces, dicho pago deberá realizarse
  el Día Hábil siguiente, y dicha prórroga o reducción de tiempo deberá, en tal
  caso, ser incluida para el cómputo de intereses conforme al presente Pagaré.
  
  Subject
  to the provisions set forth in the definition of Interest Period, whenever
  any payment hereunder shall be stated to be due, on a day other than a
  Business Day, then such payment shall be made, on the next succeeding
  Business Day, and such extension or reduction of time shall, in such case be
  included in the computation of interest hereunder.Para
  los efectos del Artículo 128 de la Ley General de Títulos y Operaciones de
  Crédito de México, el plazo para presentación de este Pagaré, por medio del
  presente se prórroga irrevocablemente dos meses después de la Fecha de
  Vencimiento, en el entendido de que dicha prorroga no impedirá la
  presentación de este Pagaré con anterioridad a dicha fecha.
  
  For
  the purposes of Article 128 of the Mexican General Law of Negotiable
  Instruments and Credit Transactions (Ley General de Títulos y Operaciones
  de Crédito) the term for presentation of this Promissory Note for
  payment, is hereby irrevocably extended two months after the Maturity Date,
  in the understanding that such extension will not restrict the ability of the
  holder hereof to present this Promissory Note before such date.Este Pagaré se regirá e interpretará, de conformidad
  con las leyes del Estado de Nueva York, Estados Unidos de América, en el
  entendido que, si cualquier acción o procedimiento en relación con el
  presente Pagaré es iniciada ante cualquier tribunal de los Estados Unidos
  
  This Promissory Note shall in all respects be governed
  by, and construed in accordance with, the laws of the State of New York,
  United States of America, provided, however, that if any action
  or proceeding in connection with this Promissory Note shall be brought in any
  courts   C-6


Mexicanos, el presente Pagaré se regirá por las leyes
  de los Estados Unidos Mexicanos.
  
  in the United Mexican States, this Promissory Note
  shall be deemed to be governed by the laws of United Mexican States.Cualquier
  acción o procedimiento legal relacionado con y derivado del presente Pagaré
  podrá ser iniciado, a elección del Banco, en cualquier tribunal federal o
  estatal con sede en la ciudad de Nueva York, Nueva York, Estados Unidos de
  América, en los tribunales de la ciudad de México, Distrito Federal, Estados
  Unidos Mexicanos o en los tribunales de Garza García, Nuevo León, Estados
  Unidos Mexicanos. La Sociedad renuncia a la jurisdicción de cualesquiera
  otros tribunales que pudiere corresponderle por cualquier otra razón.
  
  Any
  legal action or proceeding arising out of or relating to this Promissory Note
  may be brought, at the election of the Bank, in any New York State or Federal
  court sitting in the City of New York, New York, United States of America, or
  in the courts located in the City of Mexico, Federal District, United Mexican
  States or in the courts located in Garza García, Nuevo León, United Mexican
  States. The Company waives the jurisdiction of any other courts that may
  correspond for any other reason.La
  Sociedad por medio del presente renuncia a todo procedimiento, presentación,
  protesto o notificación de incumplimiento total o parcial, o rechazo de pago
  con respecto al presente Pagaré.
  
  The Company hereby waives diligence, presentment,
  protest or notice of total or partial non-payment or dishonor with respect to
  this Promissory Note.El presente Pagaré se firma en versiones en inglés y en
  español, obligando ambas versiones a la Sociedad; en la inteligencia
  que la versión en inglés prevalecerá, excepto en el caso de cualquier acción,
  demanda o procedimiento ante los tribunales de los Estados Unidos Mexicanos,
  en cuyo caso la versión en español prevalecerá.
  
  This Promissory Note has been executed in both English
  and Spanish versions, both of which shall bind the Company; provided, however,
  that the English version shall be controlling, except in any action, suit or
  proceeding brought in the courts of the United Mexican States, in which case
  the Spanish version shall be controlling.Este Pagaré consta de 5 páginas, cada una de las cuales
  está debidamente firmada.
  
  This Promissory Note consists of 5 pages, each of which
  is duly signed.   Garza
  García, Nuevo León, México, de 28 de julio de 2005.Garza
  García, Nuevo León, México, July 28, 2005.GRUMA, S.A. DE C.V.By/Por:Title/Cargo: Apoderado / Attorney-in-FactLugar de Firma/Place of execution: Garza García, Nuevo
  LeónNuevo León, México   C-7


By/Por:Title/Cargo: Apoderado / Attorney-in-FactLugar de Firma/Place of execution: Garza García, Nuevo
  LeónNuevo León, México    C-8


EXHIBIT C-2  FORM OF TERM NOTE  NO
  NEGOCIABLE
  
  PAGARÉ
  
  NOT TRANSFERABLE BY ENDORSEMENT
  PROMISSORY
  NOTESuma Principal: E.U.A. $20,000,000.00 Dólares
  Garza García, Nuevo León, México
  
  Principal Amount: U.S. $20,000,000.00
  Garza
  García, Nuevo León, MéxicoPor VALOR RECIBIDO, la suscrita, GRUMA, S.A. DE C.V.
  (la Sociedad), una sociedad anónima de capital variable, debidamente
  constituida y existente bajo las leyes de los Estados Unidos Mexicanos, POR
  EL PRESENTE PAGARÉ PROMETE INCONDICIONALMENTE PAGAR a la orden de []  (el Banco), la suma principal de
  E.U.A. $20,000,000.00  Dólares (Veinte
  Millones 00/100 Dólares), moneda de curso legal de los Estados Unidos de
  América, el 28 de julio de 2010 (la Fecha de Vencimiento).
  
  For VALUE RECEIVED, the undersigned, GRUMA, S.A. DE
  C.V. (the Company), a sociedad
  anónima de capital variable,duly organized and existing under
  the laws of the United Mexican States, HEREBY UNCONDITIONALLY PROMISES TO PAY
  to the order of [] (the Bank), the principal sum of U.S. $ 20,000,000.00 (Twenty Million 00/100 Dollars of the United States of
  America), on July 28, 2010 (the Maturity Date).La Sociedad promete además pagar al Banco intereses
  ordinarios sobre la suerte principal insoluta de este Pagaré, a partir de la
  fecha de este Pagaré, en cada Fecha de Pago de Intereses (según se define más
  adelante) y hasta la Fecha de Vencimiento, a una tasa anual igual a LIBOR
  (según se define más adelante) para cada Período de Intereses (según se
  define más adelante) más el Margen Aplicable (según se define más
  adelante).
  
  The Company further promises to pay to the Bank
  interest on the outstanding principal amount hereof, from the date hereof, on
  each Interest Payment Date (as hereinafter defined) until the Maturity Date,
  at a rate per annum equal to LIBOR (as hereinafter defined) for each Interest
  Period (as hereafter defined) plus the Applicable Margin (as
  hereinafter defined).Todos
  los intereses conforme al presente Pagaré serán calculados sobre la base de
  un año de 360 días para el número de días efectivamente transcurridos durante
  el período en el cual dichos intereses sean pagaderos (incluyendo el primer
  pero excluyendo el último día).
  
  All
  computations of interest hereunder shall be made on the basis of a year of
  360 days for the actual number of days elapsed in the period for which any
  such interest is payable (including the first day but excluding the last
  day).En caso de que cualquier cantidad pagadera conforme al
  presente Pagaré no sea pagada a su vencimiento (ya sea en la fecha de su
  vencimiento, por vencimiento anticipado o por cualquier otro
  
  In
  the event that any amount due hereunder is not paid in full when due (whether
  at stated maturity, by acceleration or otherwise), the unpaid principal
  amount hereof and interest due


motivo),
  la suerte principal e intereses insolutos de este Pagaré vencerán
  anticipadamente y a partir de ese momento, la Sociedad pagará a la vista al
  Banco, en la medida permitida por la ley aplicable, intereses moratorios sobre
  el saldo insoluto del principal e intereses desde la fecha de vencimiento de
  dicha cantidad hasta la fecha de su pago total, pagaderos a la vista, a una
  tasa anual igual a:(i) respecto de la suma principal insoluta, LIBOR
  en vigor más el Margen Aplicable en vigor más 2.00% (dos punto
  cero por ciento) y (ii) respecto de cualquier otra cantidad insoluta distinta
  del principal, la Tasa de Interés Base Alterna más el Margen Aplicable
  en vigor más  2.00% (dos punto cero
  por ciento).
  
  hereunder
  shall become forthwith due and payable and from that moment the Company shall
  pay to the Bank, to the extent permitted by applicable law, overdue interest
  on such unpaid principal and interest amount, from the date such amount
  becomes due until the date such amount is paid in full, payable on demand, at
  a rate per annum equal to: (i) for the outstanding principal amount, LIBOR
  then in effect plus the Applicable Margin then in effect plus
  2.00% (two point zero percent) and (ii) in respect of any other unpaid amount
  different than principal,the Alternate Base Rate plus the
  Applicable Margin then in effect plus 2.00% (two point zero percent).Para efectos de este
  Pagaré, los siguientes términos tendrán los siguientes significados:
  
  For purposes of this Note,
  the following terms shall have the following meanings:Agente
  Administrativo significaráBBVA Bancomer, S.A., Institución de Banca Múltiple, Grupo Financiero
  BBVA Bancomer.
  
  Administrative Agent shall mean
  BBVA Bancomer, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA
  Bancomer.Tasa
  de Interés Base Alterna significará, para cualquier día, una tasa de
  interés anual variable equivalente a la que sea más alta entre (a) la tasa de
  intereses más recientemente anunciada porBBVA Bancomer, S.A., Institución de Banca Múltiple, Grupo Financiero
  BBVA Bancomer, como su tasa prime o (b) la Tasa de Fondos
  Federales más recientemente determinada por el Agente Administrativo más
  0.50%.
  
  Alternate
  Base Rate shall mean, for any day, a fluctuating rate of interest per
  annum equal to the higher of (a) the rate of interest most recently announced
  by BBVA Bancomer, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA
  Bancomer, as its prime rate and (b) the Federal Funds Rate most recently
  determined by the Administrative Agent plus 0.50%.Margen
  Aplicable significará el margen, expresado como una tasa de interés
  anual, que se adicionará a LIBOR igual a:
  
  Applicable
  Margin shall mean the margin, expressed as an interest rate per annum,
  to be added to LIBOR and equal to:(a)
  desde e incluyendo la fecha del presente, hasta pero excluyendo el primer
  aniversario del presente, el Margen Aplicable será la base anual igual a
  0.40%, y
  
  (a) from and including the
  date hereof, to but excluding the first anniversary of the date hereof, the
  Applicable Margin shall mean a rate per annum equal to 0.40%, and(b)
  desde e incluyendo el primer aniversario del presente, hasta e incluyendo la
  Fecha de Vencimiento, el Margen Aplicable será la tasa anual igual a 0.45%.
  
  (b) from and including the
  first anniversary of the date hereof, to and including the Maturity Date, the
  Applicable Margin shall mean a rate per annum equal to 0.45%.   2


Día Hábil
  significará cualquier día que sea
  distinto de un sábado, domingo u otro día en el que los bancos comerciales en
  la ciudad de Nueva York o México, Distrito Federal, Estados Unidos Mexicanos,
  estén autorizados o sean requeridos para cerrar por ley o reglamento
  administrativo y cualquier día en el que se lleven a cabo operaciones
  en Dólares en el mercado interbancario de Londres.
  
  Business
  Day shall mean any day other than Saturday, Sunday or other day on which
  commercial banks in New York City or Mexico City, United Mexican States, are
  authorized or required by law or administrative rule to close and any such
  day on which dealings in Dollar deposits are conducted by and between banks
  in the London interbank market.Dólares
  o E.U.A significará la moneda de curso legal de los Estados Unidos
  de América.
  
  Dollars
  or US$ shall mean the lawful currency of the United States of
  America.Tasa
  de Fondos Federales significará, para cualquier día, la tasa de interés
  anual igual al promedio ponderado de las tasas de interés respecto de
  transacciones con fondos federales a un día con miembros del Sistema de la
  Reserva Federal acordadas por corredores de fondos Federales en dicho día,
  según la publique el Banco de la Reserva Federal el Día Hábil siguiente al
  día en que se haga tal determinación; en el entendido que (a) si dicho
  día no es un Día Hábil, la Tasa de Fondos Federales para dicho día será dicha
  tasa para dichas transacciones en el Día Hábil anterior según se publique el
  siguiente Día Hábil, y (b) si dicha tasa de interés no es publicada durante dicho
  siguiente Día Hábil, la Tasa de Fondos Federales para dicho día será la tasa
  promedio (redondeada hacia arriba, si fuera necesario, a un múltiplo completo
  de 1/100 de 1%) cobrada aBBVA
  Bancomer, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomeren dicho día
  para dichas operaciones según la determine el Agente Administrativo.
  
  Federal
  Funds Rate shall mean, for any day, the rate per annum equal to the
  weighted average of the rates on overnight Federal funds transactions with
  members of the Federal Reserve System arranged by Federal funds brokers on
  such day, as published by the Federal Reserve Bank on the Business Day next
  succeeding such day; provided that (a) if such day is not a Business
  Day, the Federal Funds Rate for such day shall be such rate on such
  transactions on the next preceding Business Day as so published on the next
  succeeding Business Day, and (b) if no such rate is so published on such next
  succeeding Business 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 to BBVA Bancomer, S.A., Institución de Banca Múltiple, Grupo
  Financiero BBVA Bancomer on such day on such transactions as determined by
  the Administrative Agent.Período Trimestral
  significará cada trimestre que termine el último día de marzo, junio,
  septiembre o diciembre.
  
  Fiscal Quarter shall mean a
  quarter ending on the last day of March, June, September or December.Fecha de Pago de
  Intereses significará el último día de cada Periodo de Intereses; en
  el entendido de que si cualquier Periodo de Intereses tuviere una
  duración de más de tres meses, las fechas respectivas que ocurran cada tres
  meses después de iniciado dicho Periodo de Intereses también
  
  Interest
  Payment Date shall mean the last day of each Interest Period; provided
  that if any Interest Period exceeds three months, the respective dates that
  fall every three months after the beginning of such Interest Period shall
  also be Interest Payment Date.  3


serán consideradas Fechas
  de Pago de Intereses.Periodo de Intereses
  significará, respecto al primer Periodo de Intereses, el periodo que comience
  en la fecha del presente Pagaré, y para los Periodos de Intereses
  subsecuentes, el período que comience en la Fecha de Pago de Intereses
  inmediatamente anterior, y que termine el primero, segundo, tercero o sexto mes posterior a dicha fecha, según como la
  Sociedad seleccione periódicamente y notifique de ello por escrito al Agente
  Administrativo; en el entendido, sin embargo, que (a) si
  cualquier Periodo de Intereses pudiera terminar en un día que no sea un Día
  Hábil, ese Periodo de Intereses será extendido al siguiente Día Hábil, a
  menos que el resultado de dicha extensión hiciere que dicho Periodo de
  Intereses ocurra en otro mes de calendario, en cuyo caso dicho Periodo de
  Intereses terminará el Día Hábil anterior, (b) cualquier Periodo de Intereses
  que comience el último Día Hábil de un mes de calendario (o en un día para el
  cual no exista numéricamente un día que corresponda en el mes de calendario
  al final de dicho Periodo de Interés) terminará el último Día Hábil del mes
  calendario al final de dicho Periodo de Intereses, y (c) ningún Periodo de
  Intereses se extenderá más allá de la Fecha
  de Vencimiento.
  
  Interest Period shall mean, with respect to the first
  Interest Period, a period commencing on the date hereof and, thereafter, a
  period commencing on the immediately preceding Interest Payment Date, and
  ending on the date one, two, three or six months thereafter, as selected by
  the Company from time to time and notified in writing to the Administrative
  Agent; provided, however, that (a) if any Interest Period would
  otherwise end on a day that is not a Business Day, that Interest Period shall
  be extended to the following Business Day unless the result of such extension
  would be to carry such Interest Period into another calendar month, in which
  event such Interest Period shall end on the preceding Business Day, (b) any
  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 the calendar
  month at the end of such Interest Period) shall end on the last Business Day
  of the calendar month at the end of such Interest Period, and (c) no Interest
  Period shall extend beyond the MaturityDate.LIBOR significará
  para cada Periodo de Intereses (a) la tasa de interés anual (redondeada, de
  ser necesario al más cercano centésimo de 1%) igual a la tasa de interés determinada
  por el Agente Administrativo como la tasa de interés ofrecida que aparezca en
  la Página Telerate 3750 (o cualquier sucesor o equivalente de la misma) como
  la tasa interbancaria ofrecida en Londres para depósitos en Dólares con un
  plazo comparable a dicho Periodo de Intereses, determinada dos Días Hábiles
  previos al primer día de dicho Periodo de Intereses con respecto de cualquier
  Período de Intereses, o (b) si la tasa antes referida no aparece en dicha
  página o servicio o si dicha página o servicio no estuviere disponible, la
  tasa de interés anual (redondeada, de ser necesario al más cercano centésimo
  de 1%) igual a la tasa determinada por el Agente
  
  LIBOR shall mean for any Interest
  Period (a) the rate per annum (rounded, if necessary, to the nearest 1/100th
  of 1%) equal to the rate determined by the Administrative Agent to be the
  offered rate that appears on Telerate Page 3750 (or any successor or
  equivalent thereto) as the London interbank offered rate for deposits in
  Dollars with a term comparable to such Interest Period, determined as of
  approximately two Business Days prior to the first day of such Interest
  Period with respect to any Interest Period, or (b) if the rate referenced
  above does not appear on such page or service or such page or service shall
  not be available, the rate per annum (rounded if necessary, to the nearest
  1/100th of 1%) equal to the rate determined by the Administrative Agent to be
  the London interbank offered rate on such   4


Administrativo como la
  tasa interbancaria ofrecida en Londres en dicha otra página u otro servicio
  que muestre el promedio de las Tasas de Liquidación de Intereses de la
  Asociación de Banqueros Británicos para depósitos en Dólares con un plazo
  comparable a dicho Periodo de Intereses, determinado aproximadamente a las
  11:00 a.m. (tiempo de Londres) dos Días Hábiles previos al primer día de
  dicho Periodo de Interés con respecto a cualquier Período de Intereses, o (c)
  si las tasas de interés antes mencionadas no estuvieren disponibles, la tasa
  de interés anual (redondeada de ser necesario, al más cercano centésimo de
  1%) determinada por el Agente Administrativo como la tasa de interés a la
  cual se hagan depósitos en Dólares para entregarse el primer día de dicho
  Periodo de Intereses cotizada porBBVA Bancomer, S.A., Institución de Banca Múltiple, Grupo Financiero
  BBVA Bancomercon aproximadamente la misma cantidad de bancos
  de primer orden en el mercado interbancario de Londres para depósitos en
  Dólares, aproximadamente a las 11:00 a.m. (tiempo de Londres) dos Días
  Hábiles previos al primer día de dicho Periodo de Intereses, con respecto a
  cualquier Período de Intereses, en una cantidad aproximadamente igual a la
  suma principal insoluta del presente y por un período de tiempo comparable a
  dicho Período de Intereses.
  
  other page or other service that displays
  an average British Bankers Association Interest Settlement Rate for deposits
  in Dollars  with a term comparable to
  such Interest Period, determined as of approximately 11:00 a.m. (London time)
  two Business Days prior to the first day of such Interest Period with respect
  to any Interest Period, or (c) if the rates referenced above are not
  available, the rate per annum (rounded if necessary to the nearest 1/100th of
  1%) determined by the Administrative Agent as the rate of interest at which
  deposits in Dollars for delivery on the first day of such Interest Period
  quoted byBBVA Bancomer,
  S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomerto prime
  banks in the London interbank market for deposits in Dollars at approximately
  11:00 a.m. (London time) two Business Days prior to the first day of such
  Interest Period with respect to any Interest Period in an amount
  approximately equal to the principal amount hereof and for a period of time
  comparable to such Interest Period.Todos los pagos que deban
  efectuarse conforme al presente Pagaré deberán hacerse antes de las 12:00
  a.m., tiempo de Nueva York al Agente Administrativo en las oficinas de Banco
  Bilbao Vizcaya Argentina, S.A. ubicadas en 1345 Avenue of the Ameritas, 45th
  Floor, 10105 New York, New York, Estados Unidos de America, en Dólares,
  libremente transferibles, por valor recibido en la fecha de pago, sin
  compensación o retención alguna, y libres y sin deducción alguna por o a
  cuenta de cualquier impuesto mexicano presente o futuro o cualquier otro
  cargo o impuesto por cualquier concepto.
  
  All payments to be made on or in respect of this
  Promissory Note shall be made not later than 12:00 a.m., New York time to the
  Administrative Agent at the offices of Banco Bilbao Vizcaya Argentaria, S.A.
  located at 1345 Avenue of the Americas, 45th Floor, 10105, New York, New
  York, United States of America, in freely transferable Dollars for value
  received on the date of payment, without setoff or counterclaim, and free and
  clear of and without deduction for any present and future Mexican taxes or
  charges whatsoever.La Sociedad conviene en
  pagar
  
  The Company agrees to cause all such taxes or   5


directamente a la entidad o
  autoridad gubernamental correspondiente dichos impuestos o cargos causados
  por el Banco.
  
  charges to be paid on behalf of the Bank directly to
  the appropriate governmental agency or authority.Cualquier pago conforme al
  presente Pagaré, incluyendo los pagos hechos conforme a los párrafos
  anteriores, deberán ser incrementados de tal manera que, adicionalmente a los
  montos que correspondan para el pago de impuestos mexicanos o cargos
  aplicables a los pagos que se efectúen conforme al presente Pagaré, los pagos
  que el Banco reciba sean iguales a los pagos que el Banco hubiera recibido si
  no se hubieran causado dichos impuestos o cargos.
  
  All such payments hereunder, including payments made
  pursuant to the prior paragraphs, shall be increased so that, after provision
  for Mexican taxes and applicable charges, including Mexican taxes or charges
  on such increase, the amounts received by the Bank shall equal the amount the
  Bank would have received if no Mexican taxes or charges were due on such
  payments.Sujeto a las disposiciones
  establecidas en la definición de Periodo de Intereses establecida en el
  presente Pagaré, en caso de que cualquier pago conforme al presente Pagaré
  venza en un día que no sea un Día Hábil, entonces, dicho pago deberá
  realizarse el Día Hábil siguiente, y dicha prórroga o reducción de tiempo
  deberá, en tal caso, ser incluida para el cómputo de intereses conforme al
  presente Pagaré.
  
  Subject
  to the provisions set forth in the definition of Interest Period, whenever
  any payment hereunder shall be stated to be due, on a day other than a
  Business Day, then such payment shall be made, on the next succeeding
  Business Day, and such extension or reduction of time shall, in such case be
  included in the computation of interest hereunder.Para los efectos del
  Artículo 128 de la Ley General de Títulos y Operaciones de Crédito de México,
  el plazo para presentación de este Pagaré, por medio del presente se prórroga
  irrevocablemente dos meses después de la Fecha de Vencimiento, en el
  entendido de que dicha prorroga no impedirá la presentación de este Pagaré
  con anterioridad a dicha fecha.
  
  For
  the purposes of Article 128 of the Mexican General Law of Negotiable
  Instruments and Credit Transactions (Ley General de Títulos y Operaciones
  de Crédito) the term for presentation of this Promissory Note for
  payment, is hereby irrevocably extended two months after the Maturity Date,
  in the understanding that such extension will not restrict the ability of the
  holder hereof to present this Promissory Note before such date.Este Pagaré se regirá e interpretará, de conformidad
  con las leyes del Estado de Nueva York, Estados Unidos de América, en el
  entendido que, si cualquier acción o procedimiento en relación con el
  presente Pagaré es iniciada ante cualquier tribunal de los Estados Unidos
  
  This Promissory Note shall in all respects be governed
  by, and construed in accordance with, the laws of the State of New York,
  United States of America, provided, however, that if any action
  or proceeding in connection with this Promissory Note shall be brought in any
  courts   6


Mexicanos, el presente Pagaré se regirá por las leyes
  de los Estados Unidos Mexicanos.
  
  in the United Mexican States, this Promissory Note
  shall be deemed to be governed by the laws of United Mexican States.Cualquier acción o procedimiento legal relacionado con y derivado del
  presente Pagaré podrá ser iniciado, a elección del Banco, en cualquier
  tribunal federal o estatal con sede en la ciudad de Nueva York, Nueva York,
  Estados Unidos de América, en los tribunales de la ciudad de México, Distrito
  Federal, Estados Unidos Mexicanos o en los tribunales de Garza García, Nuevo
  León, Estados Unidos Mexicanos. La Sociedad renuncia a la jurisdicción de
  cualesquiera otros tribunales que pudiere corresponderle por cualquier otra
  razón.
  
  Any
  legal action or proceeding arising out of or relating to this Promissory Note
  may be brought, at the election of the Bank, in any New York State or Federal
  court sitting in the City of New York, New York, United States of America, or
  in the courts located in the City of Mexico, Federal District, United Mexican
  States or in the courts located in Garza García, Nuevo León, United Mexican
  States. The Company waives  the
  jurisdiction of any other courts that may correspond for any other reason.La Sociedad por medio del presente renuncia a todo procedimiento,
  presentación, protesto o notificación de incumplimiento total o parcial, o
  rechazo de pago con respecto al presente Pagaré.
  
  The Company hereby waives diligence, presentment,
  protest or notice of total or partial non-payment or dishonor with respect to
  this Promissory Note.El presente Pagaré se firma en versiones en
  inglés y en español, obligando ambas versiones a la Sociedad; en la
  inteligencia que la versión en inglés prevalecerá, excepto en el caso de
  cualquier acción, demanda o procedimiento ante los tribunales de los Estados
  Unidos Mexicanos, en cuyo caso la versión en español prevalecerá.
  
  This Promissory Note has been executed in both English
  and Spanish versions, both of which shall bind the Company; provided, however,
  that the English version shall be controlling, except in any action, suit or
  proceeding brought in the courts of the United Mexican States, in which case
  the Spanish version shall be controlling.Este Pagaré consta de 5 páginas, cada una de las
  cuales está debidamente firmada.
  
  This Promissory Note consists of 5 pages, each
  of which is duly signed.  Garza García, Nuevo León, México, de 28 de
  julio de 2005.Garza García, Nuevo León, México, July 28,
  2005.GRUMA,
  S.A. DE C.V.By/Por:Title/Cargo: Apoderado / Attorney-in-FactLugar de Firma/Place
  of execution: Garza García, Nuevo LeónNuevo León, México   7


By/Por:Title/Cargo: Apoderado / Attorney-in-FactLugar de Firma/Place
  of execution: Garza García, Nuevo LeónNuevo León, México  8


EXHIBIT D COMPLIANCE CERTIFICATE GRUMA, S.A. DE C.V. This Compliance Certificate is delivered pursuant to
Section 6.01(c) of the Loan Agreement, dated as of
[          ] (as amended or
modified, the Loan Agreement), among GRUMA, S.A. de C.V. (the Company),
dated as of July [___], 2005 (as amended, supplemented or otherwise modified
from time to time, the Loan Agreement), among GRUMA, S.A. de C.V., as
borrower, the several financial institutions from time to time party to this
Agreement, BBVA Securities Inc, as Bookrunner and Documentation Agent and BBVA
Bancomer, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer,
as Administrative Agent for the Banks. Unless otherwise defined herein or the
context otherwise requires, terms used herein or in any of the attachments
hereto have the meanings provided in the Loan Agreement. The Company hereby certifies,
represents and warrants that for the period (the Computation Period)
commencing on __________________, ____, and ending on ____________________
(such latter date being the Computation Date) no Default or Event of Default
had occurred and was continuing. The Company hereby further certifies,
represents and warrants that as of the Computation Date: (a) The Interest Coverage Ratio was ____________ to
______________, as computed on Attachment 1 hereto. The minimum Interest
Coverage Ratio permitted pursuant to Section 7.09 of the Loan Agreement on the
Computation Date was 2.50 to 1.00. (b) The Maximum Leverage Ratio was __________ to
____________, as computed on Attachment 2 hereto. The Maximum Leverage Ratio
permitted pursuant to Section 7.10 of the Loan Agreement on the Computation
Date was  3.50 to 1.00. IN WITNESS WHEREOF, the Company has caused this
Compliance Certificate to be executed and delivered, and the certification and
warranties contained herein to be made, by its Responsible Officer on __________________,______.  GRUMA, S.A. de C.V.By:Name:Title:   D-1


Attachment 1 (to           /               /               Compliance
Certificate) INTEREST COVERAGE RATIO on (the Computation Date) Interest Coverage Ratio: l. Consolidated
  EBITDA for the Measurement Period ending on the Computation Date(a) consolidated operating income (determined in
  accordance with Mexican GAAP)
  
  US$(b) the amount of depreciation and amortization
  expense for such period deducted in determining such consolidated operating
  income
  
  US$2. The sum of Item 1(a) and Item 1(b)
  
  US$3. Consolidated Interest Charges(a) all interest, premium payments, fees, charges
  and related expenses of the Company and its Consolidated Subsidiaries for the
  Measurement Period ending on the Computation Date in connection with borrowed
  money (including capitalized interest) or in connection with the deferred
  purchase price of assets, in each case to the extent treated as interest in
  accordance with Mexican GAAP.
  
  US$(b) the portion of rent expense of the Company and
  its Consolidated Subsidiaries with respect to such period under capital or
  financial leases that is treated as interest in accordance with Mexican GAAP
  
  US$4. The sum of Item 3(a) and Item 3(b)
  
  US$5. The ratio of Item 2 to Item 4
  
  
  to   1


Attachment 2 (to
            /
            /
            Compliance
Certificate) MAXIMUM LEVERAGE RATIO on (the Computation Date) Maximum Leverage Ratio: 1. Total Funded Debt of the Company on the Computation Date
  US$2. Consolidated EBITDA for the Measurement Period
  ending on the Computation Date(a)
  consolidated operating income
  US$(b)
  the amount of depreciation and amortization expense
  for such period deducted in determining such consolidated operating income
  US$3. The sum of Item 2(a) and Item 2(b)
  US$4. Ratio of Item 1 to Item 3
  
  to   2


EXHIBIT E FORM OF ASSIGNMENT AND ACCEPTANCE Reference is made to the Loan Agreement, dated as of
[          ], 2005 (as
amended, supplemented or otherwise modified from time to time, the Loan
Agreement), among GRUMA, S.A. de C.V. (the Company), the several financial
institutions from time to time party to this Agreement, BBVA Securities Inc, as
Bookrunner and Documentation Agent and BBVA Bancomer, S.A., Institución de
Banca Múltiple, Grupo Financiero BBVA Bancomer, as Administrative Agent for the
Banks. Unless otherwise defined herein, terms defined in the Loan Agreement and
used herein shall have the meanings given to them in the Loan Agreement. _____________________ (the Assignor) and
_____________________ (the Assignee) hereby agree as follows: 1.The Assignor hereby irrevocably sells and
assigns to the Assignee without recourse to the Assignor, and the Assignee
hereby irrevocably purchases and assumes from the Assignor without recourse to
the Assignor, as of the Effective Date (as defined below), a ____% interest
(the Assigned Interest) in and to the Loan(s) made by the Assignor
outstanding on the Effective Date in the aggregate principal amount set forth
in Annex 1 hereto, and the Assignors rights and obligations as a Bank under
the respective Loan Agreement. 2.The Assignor A.makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with the Loan Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Loan
Agreement or any other instrument or document furnished pursuant thereto, other
than that it is the legal and beneficial owner of, and has not created any
adverse claim upon, the interest being assigned by it hereunder and that such
interest is free and clear of any such adverse claim; and B.makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Company or the
performance or observance by the Company of any of the obligations under the
Loan Agreement to which it is a party or any other Loan Document (as defined in
the respective Loan Agreement) or any other instrument or document furnished
pursuant hereto or thereto. C.attaches the Note(s) held by it and requests that the
Administrative Agent exchange such Note(s) for [a Note] [Notes] of the Company
payable to the Assignee and (if the Assignor has retained any interest in the
Commitments and Loans) [a Note] [Notes] payable to the Assignor in the
respective amounts which reflect the assignment being made hereby (and after
giving effect to any other assignments which have become effective on the
Effective Date (defined below)). 3.The Assignee  E-1


A.represents and warrants that it is a commercial bank
registered with the Ministry of Finance and [resident] [having its principal
office as a resident] for tax purposes in a jurisdiction] [branch or agency of
a financial institution that is a resident of a jurisdiction] that is a party
to an income tax treaty to avoid double taxation with Mexico and is legally
authorized to enter into this Assignment and Acceptance, and that it has
delivered a copy of the tax residence certificate as required in Section 10.08
of the Loan Agreement; B.confirms that it has received a copy of the Loan
Agreement, together with a copy of the financial statements delivered pursuant
to Section 6.01 of the Loan Agreement and such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to
enter into this Assignment and Acceptance; C.agrees that it will, independently and without
reliance upon the Assignor, the Administrative Agent, the Bookrunner or any
other Bank and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Loan Agreement and the other Loan Documents and any
other instrument or document furnished pursuant hereto or thereto; D.appoints and authorizes the Administrative Agent to
take such action as Administrative Agent on its behalf and to exercise such
powers and discretion under the respective Loan Agreement and the other Loan
Documents and any other instrument or document furnished pursuant hereto or
thereto as are delegated to the Administrative Agent by the terms thereof,
together with such powers as are incidental thereto; and E.agrees that it will be bound by the provisions of the
Loan Agreement and will perform in accordance with their respective terms all
the obligations which by the terms of the Loan Agreement are required to be
performed by it as a Bank. 4.The effective date of this Assignment and
Acceptance shall be ____________________, 200__ (the Effective Date).
Following the execution of this Assignment and Acceptance, it will be delivered
to the Administrative Agent and the Company for acceptance by the
Administrative Agent and the Company, effective as of the Effective Date (which
shall not, unless otherwise agreed to by the Administrative Agent, be earlier
than five Business Days after the date of such acceptance and recording by the
Administrative Agent). The [Assignor] [Assignee] agrees to pay the processing
fee payable pursuant to Section 10.08(a) of the Loan Agreement. 5.Upon such acceptance, from and after the
Effective Date, the Administrative Agent shall make all payments in respect of
the Assigned Interest (including payments of principal, interest, fees and
other amounts) to the Assignee whether such amounts have accrued prior to the
Effective Date or accrue subsequent to the Effective Date. The Assignor and the
Assignee shall make all appropriate adjustments   E-2


in payments by the Administrative Agent for periods
prior to the Effective Date or with respect to the making of this assignment
directly between themselves. 6.From and after the Effective Date, A.the Assignee shall be a party to the Loan Agreement
and, to the extent provided in this Assignment and Acceptance, have the rights
and obligations of a Bank thereunder and under the other Loan Documents and
shall be bound by the provisions thereof; and B.the Assignor shall, to the extent provided in this
Assignment and Acceptance, relinquish its rights and be released from its
obligations under the Loan Agreement. 7.This Assignment and Acceptance shall be
governed by and construed in accordance with the law of the State of New York.  E-3


IN WITNESS WHEREOF, the
parties hereto have caused this Assignment and Acceptance to be executed as of
the date first above written by their respective duly authorized officers. [name of Assignor]By:Name:Title:[name of Assignee]By:Name:Title:ACCEPTED THIS ____ day of_________________________,
  200_GRUMA, S.A. de
  C.V.By:Name:Title:  BBVA BANCOMER,
S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO BBVA BANCOMER, as
Administrative Agent   By:Name:Title:   E-4


Annex 1 to Assignment and Acceptance 1. Borrower: GRUMA, S.A. de C.V. 2. Date of Loan Agreement:  July [   ], 2005 3. Assignor: 4. Assignee: 5. Date of Assignment and Acceptance: 6. Effective Date: 7. Amount Payable by the Assignee to the Assignor on
the Effective Date: 8. Assignees Share: (a)           Assigned
Amount: (b)           Assignees
Pro Rata Share: [9.            Fee:] [10.          Interest
Rate:] [11.          Interest
Period:] 12.           Payment
Instructions: Assignor: Assignee: 13.           Assignees
Notice Instructions: 14.           Other
Information:   I-1


EXHIBIT F FORM OF OPINION OF GENERAL COUNSEL TO THE COMPANY July [ ], 2005 BBVA BANCOMER, S.A.
(on behalf of itself, in its capacity
as Administrative Agent and for and on
behalf of the Bookrunners and the Banks party to the 
Loan Agreement referred to below) Ladies and Gentlemen: I have acted as in-house
Counsel to Gruma, S.A. de C.V. (the Company) in connection with the Loan
Agreement dated as of July 22, 2005 (the Loan Agreement) among the Company,
BBVA SECURITIES INC, as Bookrunner and Documentation Agent (the Bookrunner)
and BBVA BANCOMER, S.A. as Administrative Agent for the Banks (the Administrative
Agent) and the various financial institutions as are, or may from time to time
become, parties thereto (the Banks). This opinion is furnished to
you pursuant to Section 4.01(f)(i) of the Loan Agreement. Except as otherwise
specified herein, capitalized terms used herein shall have the respective
meanings ascribed thereto in the Loan Agreement. I express no opinion as to
any laws other than the laws of the United Mexican States (Mexico) and I have
assumed that there is nothing in any other law that affects my opinion which is
delivered based on the legal provisions as of the date hereof (and as of the
date of execution by the Company of the Loan Documents).  In particular, I have made no independent
investigation of the laws of the United States of America or any jurisdiction
thereof as a basis for the opinions stated herein and do not express or imply
any opinion on, or based upon the criteria or standards provided for in, such
laws. In rendering the opinions
expressed below, I have examined originals, or copies, certified to my
satisfaction, of the (i) Loan Agreement, (ii) the Notes, (iii) the
by-laws (estatutos sociales) of the Company and all amendments thereto to date,
and (iv) corporate records, agreements and other instruments, certificates
of public officials, corporate resolutions, certificates and other documents,
as I have deemed necessary as a basis for the opinions hereinafter
expressed.  As to various questions of
fact material to such opinions, I have, when relevant facts were not
independently established by me, relied upon certifications by officers of the
Company and other appropriate persons. In my examination of the
documents referred to above, I have assumed the authenticity of all such
documents submitted to me as originals, the genuineness of signatures on
originals (except for the signature of any officer of the Company), the due
authority of the parties executing such documents (other than the Company), the
genuineness of all signatures, stamps and seals (other than the Company) and
the conformity of all copies submitted to me to their originals or certified
copies thereof.


I also have assumed that,
except for the Company, the Loan Agreement has been duly authorized, executed
and delivered by each of the parties thereto and constitute legal, valid,
binding and enforceable obligations to such parties, in accordance with their
respective terms under the laws of the State of New York. Based upon the foregoing,
and having regard to legal considerations which I deem relevant, I am of the
opinion that: (i)The Company is a corporation duly
organized as a limited liability stock company (Sociedad Anonima de Capital
Variable) and validly existing under the laws of Mexico, with full power and
authority under the laws of Mexico, to execute, deliver and perform its
obligations under the Loan Agreement and the Notes, and is properly qualified
and entitled to carry on its business. (ii)The Loan Agreement and the Notes have
been duly executed and delivered by the Company and the obligations expressed
to be assumed by the Company thereunder constitute legal, valid and binding
obligations of the Company enforceable against the Company in accordance with
their respective terms and the Notes may be enforced through summary
proceedings as a título de crédito pursuant to
the Mexican Law of Credit Instruments and Operations (Ley General
de Títulos y Operaciones de Crédito). (iii)All necessary actions, under the laws of
Mexico, have been duly taken by or on behalf of the Company for the
authorization, execution, delivery and performance by the Company of the Loan
Agreement and the Notes.  No
authorizations, filings, registrations, consents or approvals are required from
any Governmental Authority in Mexico in connection with the execution, delivery
or performance of the Loan Agreement and the Notes. (iv)As of the date hereof (and as of the date
of execution by the Company of the Loan Documents), there is no tax, deduction,
withholding, or impost imposed by Mexico or any political subdivision thereof
either (i) on or by virtue of the execution or delivery of the Loan
Agreement or the Notes, or (ii) on any payment to be made by the Company
to the Banks pursuant to the Loan Agreement or the Notes, except for
withholding taxes on interest payments made to the Banks as provided in the
Mexican Income Tax Law (Ley del Impuesto Sobre la Renta) and the conventions
for the avoidance of double taxation with respect to taxes on income executed
by and in effect in Mexico. (v)The execution and delivery of the Loan
Agreement and the Notes by the Company and the performance of the Companys
obligation thereunder, and the consummation of the transactions contemplated in
the Loan Agreement and the Notes, do not and will not conflict with or
constitute a breach of, or result in a default or the creation of any lien,
under (i) the constituent documents and by-laws of the Company; (ii) any
agreement or instrument to which the Company is a party or by which it or any
of its properties is bound; (iii) any judgment or order of any
governmental body, agency or court in Mexico or in any other applicable
jurisdictions applicable to the Company or any of its properties; or (iv) any   2


decree, law,
treaty, convention, rule or regulation applicable to the Company or any of its
properties. (vi)Except as disclosed in Schedule 5.05 of
the Loan Agreement, as of the date hereof there is neither pending nor
threatened, any action, suit or proceeding against the Company or any of its
Material Subsidiaries or the property of the Company or any of its Material
Subsidiaries before any court or arbitrator or any governmental body, agency or
official, in which a decision against the Company or such Subsidiary could
reasonably be expected to have a Material Adverse Effect or which in any manner
draws into question the validity or enforceability of the Loan Agreement or the
Notes. (vii)It is not necessary to ensure the
legality, validity, enforceability or admissibility into evidence of the Loan
Agreement or the Notes, that any document be filed, recorded or enrolled with
any Governmental Authority in Mexico or that any stamp, registration or similar
tax be paid on or in respect thereof. (viii)The Company is not entitled to claim, for
itself or any of its assets, immunity from suit, execution, attachment or other
legal process. (ix)The submission by the Company, in the
Loan Documents, to the jurisdiction of any New York State or federal court
sitting in New York City, or to the jurisdiction of the courts of Mexico (as
the case may be), is valid and binding on the Company and not subject to
revocation. (x)In the event a judgment of any New York
State court or federal court sitting in New York City (each, a New York Court)
for the payment of money were rendered against the Company under any of the
Loan Agreement or the Notes, it would be recognized and enforced by the courts
of Mexico without further review on the merits, pursuant to Articles 569 and
571 of the Mexican Federal Code of Civil Procedures and Article 1347A of the
Mexican Commerce Code, which provide, inter alia, that any judgment rendered
outside Mexico may be enforced by Mexican courts, provided that: (a)           such judgment is final and obtained
in compliance with legal requirements of the jurisdiction of the court
rendering such judgment and in compliance with all legal requirements of the
Loan Agreement or the Notes; (b)           such judgment is strictly for the
payment of a certain sum of money and has been rendered in an in personam
action as opposed to an in rem action; (c)           service of process was made
personally on the Company or on the appropriate process agent (a court of
Mexico would consider service of process upon the duly appointed agent of the
Company by means of a notarial instrument complying with Mexican law, to be
personal service of process meeting procedural requirements of Mexico; service
of process by mail is not considered personal service under Mexican law);  3


(d)           such judgment does not contravene
public policy matters under Mexican law, international treaties or agreements
binding upon Mexico or generally accepted principles of international law; (e)           the applicable procedures under the
law of Mexico with respect to the enforcement of foreign judgments (including
the issuance of letters rogatory by the competent authority of the jurisdiction
requesting enforcement of such judgment and the certification of such judgment
as authentic by the corresponding authorities of such jurisdiction in
accordance with the laws thereof), are complied with; (f)            the courts of the jurisdiction
rendering such judgment recognize the principles of reciprocity in connection
with enforcement of Mexican judgments; and (g)           no judgment or action on the same
subject between the parties thereto in any Mexican court shall have been
initiated or be pending.  The obligations
of the Company, as applicable, under the Loan Agreement and the Notes in the
case of a final judgment rendered in a New York Court would not be governed by
Mexican law and enforcement of such judgment in Mexico would not contravene
Mexican law or public policy, international treaties binding upon Mexico or
generally accepted principles of international law, provided it complies with
(a) through (g) of this paragraph (x). (xi)In any proceeding taken in Mexico for the
enforcement of the provisions of the Loan Agreement or the Notes, the choice of
the laws of the State of New York or, as the case may be, Mexican law as the
governing law thereof, will be recognized and enforced. (xii)No party to the Loan Agreement (other
than the Company) nor any party to whom any Note is issued to, will be deemed
to be resident, domiciled or carrying on any commercial activity in Mexico, or
subject to taxation in Mexico, by reason only of their execution, performance
and/or enforcement of obligations thereunder. (xiii)It is not necessary under the laws of
Mexico, in order to enable a party to the Loan Agreement or the Notes to
enforce its rights thereunder, that it be resident, domiciled, licensed,
authorized, qualified or otherwise entitled to carry on business in Mexico. (xiv)The obligations of the Company under the
Loan Agreement and the Notes constitute direct and unconditional obligations of
the Company, and rank and will rank at least pari passu in priority of payment
with all other unsecured and unsubordinated obligations (contingent or
otherwise) of the Company, except for those whose claims are preferred under concurso
mercantil, insolvency, liquidation, reorganization moratorium or other laws of
general application relating to or affecting the rights of creditors (including
claims for taxes unpaid, wages, social security, housing fund and workers
retirement quotas). (xv)The execution by the Company of the Loan
Documents constitutes, and the exercise by the Company of its rights and the
performance by the Company of its  4


obligations thereunder
constitute, private and commercial acts done and performed for private and
commercial purposes. (xvi)The Company has not taken any corporate
action nor have any other steps been taken or legal proceedings been started or
to the best of my knowledge threatened against the Company for its winding-up,
dissolution or reorganization or for the appointment of a receiver, trustee or
similar officer of it or any or all of its assets or revenues. (xvii)The Company is not in breach of or in
default under any agreement to which it is a party or which is binding on it or
any of the assets of the Company to an extent or in a manner which could
reasonably be expected to have a Material Adverse Effect. This
opinion is subject to the following qualifications: a)Covenants of the Company which purport to bind it on
matters reserved by law to shareholders, or which require for their compliance
to bind shareholders to vote or refrain from voting or require Company to vote
or refrain from voting in any of its Material Subsidiaries, are not enforceable
under Mexican Law through specific performance; b)Unilateral determinations by the
Administrative Agent or any of the Banks are subject to the effect that the
Company may be entitled to request documents supporting such determinations or
to submit to the court evidence to the contrary; c)The right of set-off set forth in Section
10.10 of the Loan Agreement may only be exercised (i) with respect to
amounts ascertained and payable, and (ii) provided there is an existing relationship
between the relevant Bank and the Company; d)In the event that any legal proceedings
are brought in the courts of Mexico, a Spanish translation of the documents
required in such proceedings, prepared by a court-approved translator, would
have to be approved by the court after the defendant had been given an
opportunity to be heard with respect to the accuracy of the translation, and
proceedings would thereafter by based upon the translated documents; and e)In the event that proceedings are brought
before a Mexican court seeking performance in Mexico of the Companys
obligations under the Loan Agreement and the Notes, the Company, pursuant to
the provisions of Article 8 of the Mexican Monetary Law, may discharge its
obligations by paying in lawful currency of Mexico any sums otherwise due and
payable in a lawful currency other than Mexican currency, calculated at the
rate of exchange published by Banco de Mexico on the date such payment is made;
therefore, I express no opinion as to the validity or enforceability of Section
10.16 of the Loan Agreement with respect to the obligation of the Company to
indemnify the  5


Administrative Agent and
the Banks for any loss suffered as a result of any payment made by the Company
in currencies other than Dollars. This opinion is addressed to
you solely for your benefit in connection with the Loan Agreement and the
Notes. This opinion may not be for any other purpose quoted, circulated, filed
or referred to in any public document or relied upon by you for any other
purpose or relied upon by or furnished to any other person, firm or corporation
without my prior written consent.  Very truly
  yours,By:Name: Salvador
  Vargas GuajardoTitle: General
  Counsel   6


EXHIBIT
G  FORM
OF OPINION OF SPECIAL NEW YORK COUNSEL
TO THE COMPANY      July
28, 2005 To the Administrative Agent and 
the several financial institutions
party to the Loan Agreement referred to 
below and set forth on Schedule I hereto  Ladies and Gentlemen:  We have acted as special New
York counsel to GRUMA, S.A. de C.V., a sociedad anonima de capital variable
(the Company), organized and existing under the laws of Mexico, in connection
with the transactions contemplated in the Loan Agreement, dated as of July
[  ], 2005 (the Loan Agreement), among
the Company, the financial institutions from time to time party thereto (the Banks),
BBVA Securities, Inc., as Bookrunner and Documentation Agent and BBVA Bancomer,
S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer, as
Administrative Agent.  This opinion is delivered to
you pursuant to Section 4.01(f)(ii) of the Loan Agreement.  Capitalized terms used herein which are defined
in the Loan Agreement shall have the respective meanings set forth in the Loan
Agreement, unless otherwise defined herein.  In rendering the opinions
set forth below, we have examined and relied upon originals or copies,
certified or otherwise identified to our satisfaction as being true copies, of
the following documents: (a)           the Loan Agreement; (b)           the Notes (together with the Loan Agreement, the Loan
Documents); and (c)           such other documents as we have deemed necessary as a
basis for the opinions hereinafter expressed.  We have conducted such
examinations of law as we have deemed necessary or appropriate as the basis for
the opinions set forth below.  We have
relied upon, and assumed the truth and accuracy of, factual matters set forth
in certificates of the parties to the Loan Documents, documents and records
supplied to us and the representations and warranties of the parties in the
Loan Documents.  We have assumed the
legal capacity of all natural persons, the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies, and the authenticity of the originals of such copies.  In rendering the opinions
set forth herein, we have also assumed that:


(i)each party to
the Loan Documents is duly organized, validly existing, and in good standing
under the laws of its jurisdiction of organization and has the requisite power
and authority to execute and deliver, and perform its obligations under, the
Loan Documents; (ii)the execution
and delivery of the Loan Documents have been duly authorized by all necessary
corporate action and proceedings on the part of each party thereto; and each of
the Loan Documents has been duly executed and delivered by each party and
constitutes the valid and binding obligations of such parties (other than the
Company with respect to matters of the laws of the State of New York and the
federal laws of the United States of America), enforceable against each party
to the Loan Documents (other than the Company with respect to matters of the
laws of the State of New York and the federal laws of the United States of
America) in accordance with its terms; (iii)neither the
execution, delivery or performance by the Company of the Loan Documents or
compliance by it with the terms and provisions thereof, nor the use of the
proceeds of the Loans as contemplated therein (a) except as addressed in
paragraph 2 below, will contravene or violate any provision of any law,
(b) conflict or be inconsistent with or result in any breach of any of the
terms, covenants, conditions or provisions of, or constitute a default in
respect of, or result in the creation or imposition of (or the obligation to
create or impose) any Lien upon, any of the property or assets of the Company
pursuant to the terms of any (x) indenture, mortgage, deed of trust,
credit agreement or loan agreement to which the Company is a party or by which
any of its properties or assets are bound or to which it may be subject or (y)
other agreement, contract or instrument to which the Company is a party or by
which any of its properties or assets are bound or to which it may be subject
or (c) will violate any provision of the corporate charter (estatutos
sociales) or other organizational documents of the Company; and (iv)except as to
governmental or regulatory authorities or agencies of the United States of
America or the State of New York, which are addressed in paragraph 2 below, no
governmental approval by any Governmental Authority (except as have been
obtained or made and are in full force and effect), is required to authorize,
or is required in connection with, (a) the execution, delivery and
performance by the Company of the Loan Documents or (b) the legality,
validity, binding effect or enforceability of the Loan Documents. Our
opinion is also subject to the qualification that we express no opinion as to
the effect of  (i) whether any party
to the Loan Documents will comply with the Loan Documents, (ii) compliance
or non-compliance by any party to the Loan Documents with any law applicable to
it, (iii) the legal or regulatory status or the nature of the business of
any party to any Loan Document, or (iv) the failure of any party to be
authorized to do business in any jurisdiction. On
the basis of the foregoing, and in reliance thereon, and subject to the
limitations, qualifications, assumptions and exceptions set forth herein, we
are of the opinion that as of the date hereof: 1.             Each of the Loan Documents
constitutes the valid and binding obligation of the Company enforceable against
the Company in accordance with its terms, subject to the following:   2


(i)            (a) the
effects of bankruptcy, insolvency, reorganization, fraudulent conveyance,
fraudulent transfer, moratorium or other similar laws affecting creditors
rights generally; (b) general principles of equity (regardless of whether
enforcement is sought in equity or at law), including the possible
unavailability of specific performance, injunctive relief or any other
equitable remedy; (c) concepts of materiality, reasonableness, good faith and
fair dealing; and (d) the effects of the possible judicial application of
foreign laws and foreign governments or judicial action affecting creditors
rights;  (ii)           the
enforceability of Section 10.05 of the Loan Agreement and any other similar
provisions in the Loan Documents may be limited by (a) laws (including any
federal or state securities law, rule or regulation) rendering unenforceable
indemnification contrary to any such laws, rules or regulations and the public
policy underlying such laws, rules or regulations, (b) laws limiting the
enforceability of provisions exculpating or exempting a party from, or
requiring indemnification or contribution of a party against, liability for its
own negligence, misconduct or bad faith or the negligence, misconduct or bad
faith of its agents and (c) laws requiring collection and enforcement
costs (including fees and disbursements of counsel) to be reasonable;  (iii)          no
opinion is expressed herein as to the enforceability of provisions in the Loan
Agreement to the effect that terms may not be waived or modified except in
writing;  (iv)          no opinion is expressed herein as to
(a) the effect of the laws of any jurisdiction in which the Administrative
Agent or any Bank is located (other than the federal laws of the United States
of America and the laws of the State of New York) that limit the interest, fees
or other charges the Administrative Agent or such Bank may impose,
(b) Section 10.15(a) of the Loan Agreement or the similar provision of the
Notes insofar as such Section or provision relates to the subject matter
jurisdiction of the United States District Court for the Southern District of
New York to adjudicate any controversy related to the Loan Documents,
(c) any provision of the Loan Agreement governing rights to set-off to be
made other than in accordance with applicable law, or (d) Section 10.16 of the
Loan Agreement; (v)           we wish to point out that although we
believe that the choice of law provisions in the Notes insofar as they provide
that the Notes shall be governed by, and construed in accordance with, the law
of the State of New York should be given effect in  a New York court, we are unaware of any case
in which a choice of law provision like that of the Notes has been interpreted
or applied by a New York court and recognize that it is possible that a New
York court may engage in its own choice of law analysis irrespective of the
inclusion of such provision; and (vi)          no opinion is expressed as to (i) the
Spanish text of the Notes or (ii) whether the terms of the Agreement or of the
Note will control in the event of a conflict between one or more provisions of
such documents. 2.             No order, consent, approval,
license, authorization or validation of, or filing, recording or registration
with, or exemption by, any governmental authority of the State of New York or
federal governmental authority of the United States of America, is required to
authorize, or is required in connection with (i) the execution and
delivery of, and the performance of any of the obligations of the Company
under, the Loan Documents or (ii) the validity, binding effect or
enforceability against the Company of the Loan Documents. In
connection with the provisions of the Loan Documents which relate to forum
selection (including any waiver of any  3


objection
to venue in any court or of any objection that a court is an inconvenient
forum), we note that under Section 510 of the New York Civil Practice Law and
Rules (NYCPLR) a New York state court may have discretion to transfer the
place of trial and under 28 U.S.C. § 1404(a), a United States District
Court has discretion to transfer an action from one United States District
Court to another, and we offer no opinion respecting whether a court would
exercise such discretion. We
also note that the recognition and enforcement in the New York State or U.S.
federal courts sitting in the State of New York of a foreign judgment obtained
against a party is subject to Article 53 of the NYCPLR, entitled Recognition
of Foreign Country Money Judgments. The
opinions expressed herein are limited to the laws of the State of New York and
the federal laws of the United States of America and we do not express any
opinion herein with respect to any law, other than the laws of the State of New
York and the federal laws of the United States of America. This
opinion is being furnished only to you in connection with the execution and
delivery of the Loan Documents and is solely for your benefit and may not be
relied upon by you for any other purpose or relied upon by any other person,
firm or entity for any purpose or used, circulated, quoted or otherwise
referred to for any purpose without our prior express written consent, except
that each Assignee who becomes a party to the Loan Agreement in accordance with
Section 10.08(a) thereof may rely on this opinion as if addressed to such
Person on the date hereof. This opinion is being given
as of the date hereof, and we assume no obligation to update or supplement this
opinion to reflect any facts or circumstances which may hereafter come to our
attention with respect to the matters discussed herein, including any changes
in applicable law which may hereafter occur.     Very
truly yours, MLF/DAT   4