Exhibit 2(b)(6)  EXECUTION COPY   US
$250,000,000  LOAN AGREEMENT  Dated as of September
30, 2004  among  GRUMA, S.A. de C.V., as Borrower,  and  BARCLAYS CAPITAL, The Investment
Banking
division of Barclays Bank PLC,
as Administrative Agent and Joint Bookrunner,  and  COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK
B.A., as Joint
Bookrunner  and  The Several Banks
Party Hereto, as Banks


TABLE OF CONTENTS  ARTICLE I
  DEFINITIONS1.01
  Certain
  Defined Terms1.02
  Other
  Interpretive Provisions1.03
  Accounting
  PrinciplesARTICLE II
  THE LOANS2.01
  Commitments
  to Make the Loans2.02
  Evidence
  of Indebtedness2.03
  Procedure
  for Borrowing2.04
  Continuation
  and Conversion Elections2.05
  Prepayments2.06
  Termination
  or Reduction of Commitments; Conversion to Term Loans2.07
  Repayment
  of the Loans2.08
  Interest2.09
  Fees2.10
  Computation
  of Interest and Fees2.11
  Payments
  by the Company2.12
  Payments
  by the Banks to the Administrative Agent2.13
  Sharing
  of Payments, Etc.ARTICLE III
  TAXES, YIELD PROTECTION AND ILLEGALITY3.01
  Taxes3.02
  Illegality3.03
  Inability to Determine Rates3.04
  Increased Costs and Reduction of Return3.05
  Funding Losses3.06
  Reserves on Loans3.07
  Certificates of Banks3.08
  Change of Lending Office3.09
  Substitution of Bank3.10
  Survival  i


ARTICLE IV
  CONDITIONS PRECEDENT4.01
  Conditions to Effectiveness4.02
  Conditions to All BorrowingsARTICLE V
  REPRESENTATIONS AND WARRANTIES5.01
  Corporate Existence and Power5.02
  Corporate Authorization; No Contravention5.03
  No Additional Governmental Authorization5.04
  Binding Effect5.05
  Litigation5.06
  Financial Information; No Material Adverse Effect;
  No Default5.07
  Pari Passu5.08
  Taxes5.09
  Environmental Matters5.10
  Compliance with Social Security Legislation, Etc.5.11
  Assets; Patents; Licenses, Etc.5.12
  Subsidiaries5.13
  Commercial Acts5.14
  Proper Legal Form5.15
  Full Disclosure5.16
  Investment Company Act5.17
  Margin Regulations5.18
  ERISA ComplianceARTICLE VI
  AFFIRMATIVE COVENANTS6.01
  Financial Statements and Other Information6.02
  Notice of Default and Litigation6.03
  Maintenance of Existence; Conduct of Business6.04
  Insurance6.05
  Maintenance of Governmental Approvals6.06
  Use of Proceeds6.07
  Application of Cash Proceeds from Sales and Other
  Dispositions  ii


6.08
  Payment of Obligations6.09
  Pari Passu6.10
  Compliance with Laws6.11
  Maintenance of Books and Records6.12
  Subordination of Indebtedness to Gruma Corp6.13
  Further AssurancesARTICLE VII
  NEGATIVE COVENANTS7.01
  Negative Pledge7.02
  Investments7.03
  Mergers, Consolidations, Sales and Leases7.04
  Restricted Payments7.05
  Limitations on Ability to Prohibit Dividend
  Payments by Subsidiaries7.06
  Limitation on Incurrence of Indebtedness by
  Subsidiaries7.07
  Transactions with Affiliates7.08
  No Subsidiary Guarantees of Certain Indebtedness7.09
  Interest Coverage Ratio7.10
  Maximum Leverage RatioARTICLE VIII
  EVENTS OF DEFAULT8.01
  Events of Default8.02
  Remedies8.03
  Rights Not ExclusiveARTICLE IX
  THE ADMINISTRATIVE AGENT9.01
  Appointment and Authorization9.02
  Delegation of Duties9.03
  Liability of Administrative Agent9.04
  Reliance by Administrative Agent9.05
  Notice of Default9.06
  Credit Decision9.07
  Indemnification  iii


9.08
  Administrative Agent in Individual Capacity9.09
  Successor Administrative Agent9.10
  The Joint Bookrunners and ArrangersARTICLE X
  MISCELLANEOUS10.01
  Amendments and Waivers10.02
  Notices10.03
  No Waiver; Cumulative Remedies10.04
  Costs and Expenses10.05
  Indemnification by the Company10.06
  Payments Set Aside10.07
  Successors and Assigns10.08
  Assignments, Participations, Etc.10.09
  Confidentiality10.10
  Set-off10.11
  Notification of Addresses, Lending Offices, Etc.10.12
  Counterparts10.13
  Severability10.14
  Governing Law10.15
  Consent to Jurisdiction; Waiver of Jury Trial10.16
  Waiver of Immunity10.17
  Payment in Dollars; Judgment CurrencyARTICLE XI
  THE JOINT BOOKRUNNERS11.01
  The Joint Bookrunners11.02
  Liability of Joint Bookrunners11.03
  Joint Bookrunners in their respective Individual
  Capacities11.04
  Credit Decision  iv


Schedule
  1.01Schedule
  5.05Schedule
  5.12(a)Schedule
  5.12(b)Schedule
  7.01Schedule
  10.02EXHIBIT AEXHIBIT BEXHIBIT C-1EXHIBIT C-2EXHIBIT DEXHIBIT EEXHIBIT FEXHIBIT G  v


LOAN AGREEMENT  This LOAN AGREEMENT is entered into as of September 30,
2004, 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), BARCLAYS CAPITAL, the Investment Banking Division of
BARCLAYS BANK PLC, as Administrative Agent for the Banks (the Administrative
Agent) and Joint Bookrunner, and COÖPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A. (Rabobank), as Joint Bookrunner (together with
BARCLAYS CAPITAL, the Joint Bookrunners).  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  1.01Certain
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 Barclays Capital
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 Joint
Bookrunners 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.  1


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 Barclays 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 Barclays based upon various factors,
including Barclays 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 Barclays 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 as set forth below:  (a)from
and including the Closing Date, to but excluding the third anniversary of the
Closing Date, the Applicable Margin shall mean a rate per annum equal to 0.55%;  (b)from
and including the third anniversary of the Closing Date, to and including the
Maturity Date, the Applicable Margin shall mean a rate per annum equal to
0.65%.  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.  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.  Barclays means Barclays Bank PLC.  Barclays Capital means Barclays Bank PLC,
acting through its investment banking division, Barclays Capital.  Base Rate Loan means a Loan bearing
interest at a fluctuating rate of interest per annum determined by reference to
the Alternate Base Rate.  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.  2


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.  Code means the Internal Revenue Code of
1986, as amended from time to time.  3


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.  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  4


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 or Dispose 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 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  5


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$300,000,000 Loan
Agreement, as amended, modified, supplemented or restated, dated as of December
18, 2002, among the Company, the several banks party thereto, Bank of America, as
Administrative Agent, Banc of America Securities, LLC, as Lead Arranger and
Sole Book Manager and the Arrangers named therein.  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 Barclays on such day on such transactions as determined by the
Administrative Agent.  Fiscal Quarter means a quarter ending on
the last day of March, June, September or December.  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 such
functions and owned or controlled, through stock or capital ownership or
otherwise, by any of the foregoing having jurisdiction over such Person.  6


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;  provided, however, that the
following liabilities shall be explicitly excluded from the definition of the
term Indebtedness:  7


(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 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;  (c)no
Interest Period shall extend beyond a Principal Payment Date; and  (d)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 Rate 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 Barclays
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.  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.  9


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)the
Company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 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.  10


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).  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.  11


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.  Principal Payment Date means each of April
5, 2008, October 5, 2008, April 5, 2009, and the Maturity Date.  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 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.  12


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 Sistema de Ahorro para el Retiro of Mexico.  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  13


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 commercial bank (i)
registered with the Ministry of Finance for purposes of Article 195 of the
Mexican Income Tax Law and (ii) resident (or having its principal office as 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.  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 the earlier of five Business Days after the Closing Date and
14 days after the date of execution of this Agreement.  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.  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.  14


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.  1.02Other
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.  1.03Accounting
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.  15


(b)References
herein to Fiscal Year and Fiscal Quarter refer to such fiscal periods of
the Company.  ARTICLE
II
THE LOANS  2.01Commitments
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 Revolving 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.  2.02Evidence
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.  16


(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 that the Term Notes and the Revolving Notes
qualify as a pagaré under Mexican Law.  To the extent of any inconsistencies between
any Note and this Agreement, this Agreement shall prevail.  2.03Procedure
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.  (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.  17


(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.  2.04Continuation
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,  18


and the 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.  2.05Prepayments.  (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.  2.06Termination
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  19


US$5,000,000 or an
integral multiple of US$1,000,000 in excess thereof and (ii) the Company shall
not so terminate or reduce the Revolving Commitments if, after giving effect to
such termination or reduction, the aggregate principal amount of Revolving
Loans then outstanding would exceed the aggregate Revolving Commitments.  (c)On
each Principal Payment Date, the Revolving Commitments shall be permanently
reduced as set forth below:  Principal Payment Date
  
  % of the
  Outstanding
  Revolving
  CommitmentApril 5, 2008
  
  5
  %October 5, 2008
  
  15
  %April 5, 2009
  
  35
  %The Maturity Date
  
  Remaining Balance  If on the relevant
Principal Payment Date, the aggregate amount of Revolving Loans then
outstanding exceeds the amount of the Revolving Commitments, after giving
effect to such mandatory reduction (the excess amount), Revolving Loans, to
the extent of such excess amount, shall be repaid by the Company.  (d)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.  2.07Repayment
of the Loans.  (a)Commencing
on the first Principal Payment Date, the Company shall repay the principal
amount of the Term Loans in four (4) consecutive semi-annual installments as
follows, unless accelerated sooner pursuant to Section 8.02:  Principal Payment Date
  
  Outstanding Principal AmountApril 5, 2008
  
  5
  %October 5, 2008
  
  15
  %April 5, 2009
  
  35
  %The Maturity Date
  
  Remaining Balance  (b)All
amounts repaid hereunder shall be paid to each Bank on a pro rata basis in
accordance with its Term Loan Percentage.  20


(c)All
Revolving Loans then outstanding shall be repaid on the Maturity Date.  2.08Interest.  (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 thereof 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, upon the repayment of Term
Loans under Section 2.07 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.  2.09Fees.  (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
Joint Bookrunners in accordance with the fee letter, dated as of September 1,
2004, 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 0.25%.  21


(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.  2.10Computation
of Interest and Fees.  (a)Computation
of interest on Base Rate Loans, when the Alternate Base Rate is determined
based on Barclays 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 Barclays
prime rate used in determining the Alternate Base Rate promptly following the
public announcement of such change.  2.11Payments
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 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  22


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%.  2.12Payments
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 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
any 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  23


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.  2.13Sharing
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 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.  24


ARTICLE
III
TAXES, YIELD PROTECTION AND ILLEGALITY  3.01Taxes.  (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 each Bank) the original or a certified copy of a receipt, or other
evidence satisfactory to the Administrative Agent, evidencing payment thereof.  25


(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).  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.  3.02Illegality.  (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 automatically converted to
Base Rate Loans as of the effective date of such notice as provided in
paragraph (b) below; and  26


(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.  3.03Inability
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.  3.04Increased
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 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  27


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.  3.05Funding
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.  3.06Reserves
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  28


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.  3.07Certificates
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.  3.08Change 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.  3.09Substitution
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 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  29


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.  3.10Survival.
 The agreements and obligations of the
Company in this Article III shall survive the payment of all other Obligations.  ARTICLE
IV
CONDITIONS PRECEDENT  4.01Conditions
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 of each of the (i)
acta constitutiva and (ii) the estatutos sociales of the Company as in effect
on the Closing Date, certified as of the Closing Date by a notary public and by
the Secretary or Assistant Secretary of the Company;  (c)Resolutions;
Incumbency.  (i)Copies of all
applicable powers of attorney 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.  30


(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 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 Joint Bookrunners on the
Closing Date, and (ii) all reasonable costs and expenses to the extent due and
payable to the Administrative Agent or the Joint Bookrunners 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, 2003, (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;  31


(i)Repayment
of Existing Facility. Evidence that the Existing Facility has been or on or
prior to the Closing Date will be cancelled or terminated 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.  4.02Conditions
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:  5.01Corporate
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;  32


(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.  5.02Corporate
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 sociales,  (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.  5.03No
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).  5.04Binding
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, 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).  5.05Litigation.
 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  33


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 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.  5.06Financial
Information; No Material Adverse Effect; No Default.  (a)The
Companys audited consolidated financial statements for the Fiscal Year ended
December 31, 2003 (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, 2003.  (b)The
Companys unaudited financial statements for the Fiscal Quarter ended June 30,
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 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).  34


5.07Pari
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).  5.08Taxes.
 The Company and its Material
Subsidiaries have filed all tax returns and reports required to be filed under
the laws of Mexico, and have 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
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 to have a Material Adverse Effect.  5.09Environmental
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.  35


5.10Compliance
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.  5.11Assets;
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.  5.12Subsidiaries.  (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, an official Spanish translation of the documents from 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  36


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.  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.  37


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:  6.01Financial
Statements and Other Information.  (a)The
Company will deliver to the Administrative Agent:  (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  38


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 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,  39


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.  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 Bank of America 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  40


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 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  41


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.  ARTICLE
VII
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;  42


(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;  (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  43


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;  (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.  44


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;  (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.  45


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.  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  46


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 or concurso
mercantil 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 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 or concurso mercantil or bankruptcy or consents to the filing
of any such petition, or consents to the appointment of a receiver or
liquidator or trustee or visitador, conciliador or sindico 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 (embargo), 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 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,  47


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;  (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  48


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.  ARTICLE
IX
THE ADMINISTRATIVE AGENT  9.01Appointment
and Authorization.  Each Bank hereby
irrevocably appoints, designates and authorizes Barclays Capital, 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 agent 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.  49


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.  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.  (b)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.  50


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 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  51


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.  Barclays
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 other business
with the Company and any of the Companys Affiliates as though Barclays were
not the Administrative Agent hereunder and without notice to or consent of the
Banks. The Banks acknowledge that, pursuant to such activities, Barclays 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, Barclays 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 Barclays 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  52


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 Joint
Bookrunners and Arrangers.  The Joint
Bookrunner and the Arrangers, in such capacities, 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 Joint 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 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;  53


(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 Joint Bookrunners, affect the rights or duties of the
Joint Bookrunners under this Agreement or any other Loan Document.  10.02Notices.  (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, 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 Transaction Documents for execution by the parties thereto, and may
not be used for any other purpose.  54


(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.  10.03No 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.  10.04Costs 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).  10.05Indemnification
by the Company.  Whether or not the
transactions contemplated hereby are consummated, the Company agrees to
indemnify and hold harmless the Administrative Agent, the Joint Bookrunner,
each Arranger, each Bank and their respective Affiliates, directors, officers,
employees, counsel, agents and  55


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 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.  10.06Payments
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.  56


10.07Successors
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.  10.08Assignments,
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 (i) registered with the Ministry of Finance for purposes of
Articles 179, 195, and 197 of the Mexican Income Tax Law or any successor or replacement
provisions thereto or thereof and (ii) resident (or having its principal office
as 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 (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$1,000,000 (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  57


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 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.  (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  58


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. 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 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.  59


10.09Confidentiality.
 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 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.  10.10Set-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  60


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.  10.11Notification
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.  10.12Counterparts.
 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 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.  10.13Severability.
 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.  10.14Governing
Law.  This Agreement shall be
governed by, and construed in accordance with, the law of the State of New
York.  10.15Consent 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 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 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  61


DEALING,
STATEMENT OR ACTIONS OF THE ADMINISTRATIVE AGENT, THE BANKS OR THE COMPANY
RELATING THERETO.  (d)The
Company hereby irrevocably appoints CT Corporation System (the Process Agent),
with an office on the date hereof at 111 Eighth Avenue, New York, New York
10011, 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.  (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.  10.16Waiver 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.  10.17Payment 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  62


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 JOINT BOOKRUNNERS  11.01The Joint
Bookrunners.  The Company hereby
confirms the designation of Barclays Capital, the Investment Banking Division
of Barclays Bank PLC, and Rabobank, as arrangers and Joint Bookrunners for this
Facility.  The Joint Bookrunners assume
no responsibility or obligation hereunder for servicing, enforcement or
collection of the Obligations, or any duties as agent for the Banks.  The title Joint Bookrunner or Book-runner
implies no fiduciary responsibility on the part of the Joint
Bookrunners to the Administrative Agent, or the Banks and the use of either
such title does not impose on the Joint Bookrunners any duties or
obligations under this Agreement except as may be expressly set forth herein.  11.02Liability
of Joint Bookrunners.  Neither the
Joint Bookrunners 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
Joint 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 Arrangers 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 Joint Bookrunners shall not be under any obligation to any Lender 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.  11.03Joint
Bookrunners in their respective Individual Capacities.  Each of Barclays Capital, and its Affiliates,
and Rabobank 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 Joint Bookrunners hereunder.  11.04Credit Decision.  Each Bank expressly acknowledges that neither
the Joint Bookrunners 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 Joint Bookrunners hereafter taken,
including any review of the affairs of the Company, shall be deemed to
constitute any representation or warranty by the Joint Bookrunners to  63


any
Bank.  Each Bank acknowledges to the
Joint Bookrunners that it has, independently and without reliance upon the
Joint Bookrunners, 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 Joint
Bookrunners, 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 Joint Bookrunners 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 Joint Bookrunners or any of
their respective officers, directors, employees, agents, attorneys-in-fact or
Affiliates.  64


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/Name: Raul Alonso Pelaez CanoTitle: C.F.OBy:
  /s/Name: Raul Cavazos MoralezTitle: SVP of FinanceAddress for NoticesGRUMA, S.A. de C.V.Calzada del Valle Ote 407,San Pedro Garza GarciaNuevo Leon, 662260MexicoAttention: Eduardo VillegasTelephone:
  52 81 8399 3339Facsimile:
  52 81 8399 3358  S-1


THIS PAGE IS A SIGNATURE PAGE FOR THE LOAN AGREEMENT, DATED AS OF
SEPTEMBER 30, 2004, AMONG GRUMA, S.A. DE C.V., AS BORROWER, BARCLAYS CAPITAL,
THE INVESTMENT BANKING DIVISION OF BARCLAYS BANK PLC.,
AS ADMINISTRATIVE AGENT AND JOINT BOOKRUNNER, THE SEVERAL BANKS PARTY HERETO,
AND COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., AS JOINT BOOKRUNNER.   BARCLAYS
  CAPITAL, THE INVESTMENT BANKING
  DIVISION OF BARCLAYS BANK PLC., AS
  ADMINISTRATIVE AGENT AND JOINT BOOKRUNNERBy:Title:  2


THIS PAGE IS A SIGNATURE PAGE FOR THE LOAN AGREEMENT, DATED AS OF
SEPTEMBER 30, 2004, AMONG GRUMA, S.A. DE C.V., AS BORROWER, BARCLAYS CAPITAL, THE
INVESTMENT BANKING DIVISION OF BARCLAYS BANK PLC., AS
ADMINISTRATIVE AGENT AND JOINT BOOKRUNNER, THE SEVERAL BANKS PARTY HERETO, AND
COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., AS JOINT BOOKRUNNER.  BARCALYS BANK PLC, as BankBy:Title:  3


THIS PAGE IS A SIGNATURE PAGE FOR THE LOAN AGREEMENT, DATED AS OF
SEPTEMBER 30, 2004, AMONG GRUMA, S.A. DE C.V., AS BORROWER, BARCLAYS CAPITAL,
THE INVESTMENT BANKING DIVISION OF BARCLAYS BANK PLC.,
AS ADMINISTRATIVE AGENT AND JOINT BOOKRUNNER, THE SEVERAL BANKS PARTY HERETO,
AND COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., AS JOINT BOOKRUNNER.  COÖPERATIEVE CENTRALE RAIFFEISEN-
  BOERENLEENBANK B.A., AS JOINT BOOKRUNNER
  AND BANKBy:Title:By:Title:  4


THIS PAGE IS A SIGNATURE PAGE FOR THE LOAN AGREEMENT, DATED AS OF
SEPTEMBER 30, 2004, AMONG GRUMA, S.A. DE C.V., AS BORROWER, BARCLAYS CAPITAL,
THE INVESTMENT BANKING DIVISION OF BARCLAYS BANK PLC.,
AS ADMINISTRATIVE AGENT AND JOINT BOOKRUNNER, THE SEVERAL BANKS PARTY HERETO,
AND COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., AS JOINT BOOKRUNNER.  ABN AMRO BANK N.V., as BankBy:Title:By:Title:  5


THIS PAGE IS A SIGNATURE PAGE FOR THE LOAN AGREEMENT, DATED AS OF
SEPTEMBER 30, 2004, AMONG GRUMA, S.A. DE C.V., AS BORROWER, BARCLAYS CAPITAL,
THE INVESTMENT BANKING DIVISION OF BARCLAYS BANK PLC.,
AS ADMINISTRATIVE AGENT AND JOINT BOOKRUNNER, THE SEVERAL BANKS PARTY HERETO,
AND COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., AS JOINT BOOKRUNNER.  BANCO BILBAO VIZCAYA ARGENTARIA
  S.A., as BankBy:Title:By:Title:  6


THIS PAGE IS A SIGNATURE PAGE FOR THE LOAN AGREEMENT, DATED AS OF
SEPTEMBER 30, 2004, AMONG GRUMA, S.A. DE C.V., AS BORROWER, BARCLAYS CAPITAL,
THE INVESTMENT BANKING DIVISION OF BARCLAYS BANK PLC.,
AS ADMINISTRATIVE AGENT AND JOINT BOOKRUNNER, THE SEVERAL BANKS PARTY HERETO,
AND COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., AS JOINT BOOKRUNNER.  BNP PARIBAS PANAMA BRANCH, as BankBy:Title:By:Title:  7


THIS PAGE IS A SIGNATURE PAGE FOR THE LOAN AGREEMENT, DATED AS OF
SEPTEMBER 30, 2004, AMONG GRUMA, S.A. DE C.V., AS BORROWER, BARCLAYS CAPITAL,
THE INVESTMENT BANKING DIVISION OF BARCLAYS BANK PLC.,
AS ADMINISTRATIVE AGENT AND JOINT BOOKRUNNER, THE SEVERAL BANKS PARTY HERETO,
AND COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., AS JOINT BOOKRUNNER.  WACHOVIA BANK, NATIONAL
  ASSOCIATION, as BankBy:Title:  8


THIS PAGE IS A SIGNATURE PAGE FOR THE LOAN AGREEMENT, DATED AS OF
SEPTEMBER 30, 2004, AMONG GRUMA, S.A. DE C.V., AS BORROWER, BARCLAYS CAPITAL,
THE INVESTMENT BANKING DIVISION OF BARCLAYS BANK PLC.,
AS ADMINISTRATIVE AGENT AND JOINT BOOKRUNNER, THE SEVERAL BANKS PARTY HERETO,
AND COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., AS JOINT BOOKRUNNER.  THE BANK OF TOKYO-MITSUBISHI, LTD, as
  BankBy:Title:  9


THIS PAGE IS A SIGNATURE PAGE FOR THE LOAN AGREEMENT, DATED AS OF
SEPTEMBER 30, 2004, AMONG GRUMA, S.A. DE C.V., AS BORROWER, BARCLAYS CAPITAL,
THE INVESTMENT BANKING DIVISION OF BARCLAYS BANK PLC.,
AS ADMINISTRATIVE AGENT AND JOINT BOOKRUNNER, THE SEVERAL BANKS PARTY HERETO,
AND COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., AS JOINT BOOKRUNNER.  THE BANK OF NOVA SCOTIA, as BankBy:Title:  10


THIS PAGE IS A SIGNATURE PAGE FOR THE LOAN AGREEMENT, DATED AS OF
SEPTEMBER 30, 2004, AMONG GRUMA, S.A. DE C.V., AS BORROWER, BARCLAYS CAPITAL,
THE INVESTMENT BANKING DIVISION OF BARCLAYS BANK PLC.,
AS ADMINISTRATIVE AGENT AND JOINT BOOKRUNNER, THE SEVERAL BANKS PARTY HERETO,
AND COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., AS JOINT BOOKRUNNER.  CALYON NEW YORK BRANCH, as BankBy:Title:By:Title:  11


THIS PAGE IS A SIGNATURE PAGE FOR THE LOAN AGREEMENT, DATED AS OF
SEPTEMBER 30, 2004, AMONG GRUMA, S.A. DE C.V., AS BORROWER, BARCLAYS CAPITAL,
THE INVESTMENT BANKING DIVISION OF BARCLAYS BANK PLC.,
AS ADMINISTRATIVE AGENT AND JOINT BOOKRUNNER, THE SEVERAL BANKS PARTY HERETO,
AND COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., AS JOINT BOOKRUNNER.  Citibank, N.A. NASSAU, BAHAMAS BRANCH,
  as BankBy:Title:  12


THIS PAGE IS A SIGNATURE PAGE FOR THE LOAN AGREEMENT, DATED AS OF
SEPTEMBER 30, 2004, AMONG GRUMA, S.A. DE C.V., AS BORROWER, BARCLAYS CAPITAL,
THE INVESTMENT BANKING DIVISION OF BARCLAYS BANK PLC.,
AS ADMINISTRATIVE AGENT AND JOINT BOOKRUNNER, THE SEVERAL BANKS PARTY HERETO,
AND COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., AS JOINT BOOKRUNNER.  COBANK, ACB, as BankBy:Title:  13


THIS PAGE IS A SIGNATURE PAGE FOR THE LOAN AGREEMENT, DATED AS OF
SEPTEMBER 30, 2004, AMONG GRUMA, S.A. DE C.V., AS BORROWER, BARCLAYS CAPITAL,
THE INVESTMENT BANKING DIVISION OF BARCLAYS BANK PLC.,
AS ADMINISTRATIVE AGENT AND JOINT BOOKRUNNER, THE SEVERAL BANKS PARTY HERETO,
AND COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., AS JOINT BOOKRUNNER.  COMERICA BANK, as BankBy:Title:By:Title:  14


THIS PAGE IS A SIGNATURE PAGE FOR THE LOAN AGREEMENT, DATED AS OF
SEPTEMBER 30, 2004, AMONG GRUMA, S.A. DE C.V., AS BORROWER, BARCLAYS CAPITAL,
THE INVESTMENT BANKING DIVISION OF BARCLAYS BANK PLC.,
AS ADMINISTRATIVE AGENT AND JOINT BOOKRUNNER, THE SEVERAL BANKS PARTY HERETO,
AND COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., AS JOINT BOOKRUNNER.  HSBC MEXICO, S.A. INSTITUTCIÓN DE
  BANCA MÚLTIPLE, GRUPO FINANCIERO
  HSBC, as BankBy:Title:  15


THIS PAGE IS A SIGNATURE PAGE FOR THE LOAN AGREEMENT, DATED AS OF
SEPTEMBER 30, 2004, AMONG GRUMA, S.A. DE C.V., AS BORROWER, BARCLAYS CAPITAL,
THE INVESTMENT BANKING DIVISION OF BARCLAYS BANK PLC.,
AS ADMINISTRATIVE AGENT AND JOINT BOOKRUNNER, THE SEVERAL BANKS PARTY HERETO,
AND COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., AS JOINT BOOKRUNNER.  STANDARD CHARTERED BANK, as BankBy:Title:By:Title:  16


THIS PAGE IS A SIGNATURE PAGE FOR THE LOAN AGREEMENT, DATED AS OF
SEPTEMBER 30, 2004, AMONG GRUMA, S.A. DE C.V., AS BORROWER, BARCLAYS CAPITAL,
THE INVESTMENT BANKING DIVISION OF BARCLAYS BANK PLC.,
AS ADMINISTRATIVE AGENT AND JOINT BOOKRUNNER, THE SEVERAL BANKS PARTY HERETO,
AND COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., AS JOINT BOOKRUNNER.  ING BANK N.V. acting through its Curacao
  Branch, as BankBy:Title:By:Title:  17


THIS PAGE IS A SIGNATURE PAGE FOR THE LOAN AGREEMENT, DATED AS OF
SEPTEMBER 30, 2004, AMONG GRUMA, S.A. DE C.V., AS BORROWER, BARCLAYS CAPITAL,
THE INVESTMENT BANKING DIVISION OF BARCLAYS BANK PLC.,
AS ADMINISTRATIVE AGENT AND JOINT BOOKRUNNER, THE SEVERAL BANKS PARTY HERETO,
AND COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., AS JOINT BOOKRUNNER.  MIZUHO CORPORATE BANK, LTD, as BankBy:Title:  18


THIS PAGE IS A SIGNATURE PAGE FOR THE LOAN AGREEMENT, DATED AS OF
SEPTEMBER 30, 2004, AMONG GRUMA, S.A. DE C.V., AS BORROWER, BARCLAYS CAPITAL,
THE INVESTMENT BANKING DIVISION OF BARCLAYS BANK PLC.,
AS ADMINISTRATIVE AGENT AND JOINT BOOKRUNNER, THE SEVERAL BANKS PARTY HERETO,
AND COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., AS JOINT BOOKRUNNER.  SAN PAOLO IMI S.PA., as BankBy:Title:By:Title:  19


Schedule 1.01
Commitments; Pro Rata Shares  Banks
  
  Total
  Commitments
  
  Revolving
  Commitment
  
  Term
  Commitment
  
  Term Pro
  Rata Share
  
  Revolving
  Pro Rata ShareBARCLAYS BANK PLC
  
  $
  22,000,000
  
  $
  8,800,000
  
  $
  13,200,000
  
  8.80
  %
  8.80
  %COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK
  B.A.,
  
  $
  22,000,000
  
  $
  8,800,000
  
  $
  13,200,000
  
  8.80
  %
  8.80
  %ABN AMRO BANK
  
  $
  20,000,000
  
  $
  8,000,000
  
  $
  12,000,000
  
  8.00
  %
  8.00
  %BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
  
  $
  20,000,000
  
  $
  8,000,000
  
  $
  12,000,000
  
  8.00
  %
  8.00
  %BNP PARIBAS PANAMA BRANCH
  
  $
  20,000,000
  
  $
  8,000,000
  
  $
  12,000,000
  
  8.00
  %
  8.00
  %WACHOVIA BANK, NATIONAL ASSOCIATION
  
  $
  20,000,000
  
  $
  8,000,000
  
  $
  12,000,000
  
  8.00
  %
  8.00
  %BANK OF TOKYO-MITSUBISHI, LTD.
  
  $
  13,000,000
  
  $
  5,200,000
  
  $
  7,800,000
  
  5.20
  %
  5.20
  %BANK OF NOVA SCOTIA
  
  $
  13,000,000
  
  $
  5,200,000
  
  $
  7,800,000
  
  5.20
  %
  5.20
  %CALYON, NEW YORK BRANCH
  
  $
  13,000,000
  
  $
  5,200,000
  
  $
  7,800,000
  
  5.20
  %
  5.20
  %CITIBANK N.A., NASSAU BAHAMAS BRANCH
  
  $
  13,000,000
  
  $
  5,200,000
  
  $
  7,800,000
  
  5.20
  %
  5.20
  %COBANK, ACB
  
  $
  13,000,000
  
  $
  5,200,000
  
  $
  7,800,000
  
  5.20
  %
  5.20
  %COAMERICA BANK
  
  $
  13,000,000
  
  $
  5,200,000
  
  $
  7,800,000
  
  5.20
  %
  5.20
  %HSBC MEXICO, S.A. INSTITUCION DE BANCA MULTIPLE,
  GRUPO FINANCIERO HSBC
  
  $
  13,000,000
  
  $
  5,200,000
  
  $
  7,800,000
  
  5.20
  %
  5.20
  %STANDARD CHARTERED BANK
  
  $
  13,000,000
  
  $
  5,200,000
  
  $
  7,800,000
  
  5.20
  %
  5.20
  %ING BANK NV
  
  $
  8,000,000
  
  $
  3,200,000
  
  $
  4,800,000
  
  3.20
  %
  3.20
  %MIZUHO CORPORATE BANK, LTD.
  
  $
  8,000,000
  
  $
  3,200,000
  
  $
  4,800,000
  
  3.20
  %
  3.20
  %SAN PAOLO IMI, S.P.A.
  
  $
  6,000,000
  
  $
  2,400,000
  
  $
  3,600,000
  
  2.40
  %
  2.40
  %Total
  
  $
  250,000,000
  
  $
  100,000,000
  
  $
  150,000,000
  
  100
  %
  100
  %


EXHIBIT F  FORM OF OPINION OF
GENERAL COUNSEL TO THE COMPANY  October 5, 2004  Barclays Capital
(on behalf of itself, in its capacity
as Administrative Agent and for and on
behalf of the Joint 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 September 30, 2004
(the Loan Agreement) among the Company, Barclays Bank PLC (acting through its
Investment Banking division), as Administrative Agent and Joint Bookrunner, and
Coöperatieve Centrale Raiffeisen-Boerenleenbank, B.A., as Joint Bookrunner 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  F-2


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 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;  F-3


(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);  (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  F-4


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 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  F-5


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 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:Title:  F-6


Schedule 5.05Pending Litigation  I.Antitrust
Lawsuits  Eighteen manufacturers of tortillas and other processed
food products have brought three related antitrust lawsuits against Gruma
Corp., Azteca Milling, and other unrelated companies.  The plaintiffs allege that the defendants,
including Gruma Corp. 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 seek damages, including treble damages, greatly in
excess of $1 million per Plaintiff, as well as injunctive relief. Gruma Corp.
and Azteca Milling deny these allegations and are vigorously defending these
lawsuits.  All three lawsuits have been
taken off the docket, pending discussions between the parties as to arbitration
of the disputes.  In December 2003
the trial court, after four weeks of trial, dismissed the suit as being without
merit.  Plaintiffs have filed an appeal.  On May 26, 2004, an individual filed an antitrust
lawsuit against Gruma Corporation and five named retailers, asking that a
consumer, indirect-purchaser class action be certified and alleging that Gruma
and the retailers have violated the California antitrust and unfair competition
statutes by entering into contracts and conspiracies restraining competition in
the sale of tortillas in Southern California.  The plaintiff seeks
equitable relief and an unspecified amount of total damages.  The suit, Diaz v. Gruma Corporation et al.,
case no. BC 316086, was filed in California Superior Court in the County of Los
Angeles.  The case is in the early stages and no discovery has yet been
pursued.  We intend to continue vigorously defending this lawsuit.  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 Comisión Nacional del Agua (Water National Commission or CNA) of
assessments due to CNA from different years amounting to Ps 24.9 million plus
related penalties and surcharges of Ps 172.2 million. These assessments mainly
derive from CNA charges of sewage water being discharged underground through
the sprinkler systems on the grounds of those subsidiaries. The subsidiaries
have asserted the legal defense allowed by law in order to annul these
assessments. The Company has received a favorable judicial resolution for one
of these assessments amounting to Ps 6.5 million plus its related penalties and
surcharges of Ps 32.7 million.  According to the Companys lawyers, a
reasonable basis exists in order to obtain a favorable resolution of the rest
of the claimed assessments, because, among other things, the water was
previously treated, it was not discharged on


public property of the Nation and does not contaminate
aquiferous layers or the underground soil.  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 92.6 million
plus tax credits presumably omitted in the amount of for Ps 0.5 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.  S-2


Schedule 5.12(a)List of Material Subsidiaries  Azteca Milling L.P.  Gruma Corporation  Grupo Industrial Maseca, S.A. de C.V.  Molinos Nacionales, C.A.  S-3


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$
  53,122,000.00Gruma Corporation
  
  IDBs
  
  US$
  10,535,000.00Gruma Corporation
  
  Rabobank
  Syndication Facility
  
  US$
  70,000,000.00Gruma Corporation
  
  Private
  placement with John Hancock
  
  US$
  18,712,000.00Gruma Corporation
  
  Lease with GE
  Capital
  
  US$
  22,145,000.00  S-4


Schedule 7.01Existing Liens  COMPANY
  
  AGREEMENT
  
  LIENGruma Corporation
  
  Capital Lease with Philip Morris Capital Corporation
  
  Rancho Cucamonga Building, Land, EquipmentsOvis Boske Speciaalbrood,
  B.V.
  
  Lease Agreement with
  Amstel
  
  EquipmentOvis Boske
  Speciaalbrood, B.V.
  
  Credit Agreements with ABN Amro Bank, N.V.
  
  Real estate, stock and
  accounts receivable  S-5


EXHIBIT A  FORM OF NOTICE OF BORROWING  [                   ],
2004   Barclays Capital
as Administrative Agent for the Banks party
to the Loan Agreement
referred to below 200 Park Avenue New York, New York 10166  Attention:Vidal
Ramirez
Facsimile:212-412-1615  Re:Loan Agreement, dated as
of [            ],
2004 (as amended, supplemented or otherwise modified from time to time, the
Loan Agreement), among GRUMA, S.A. de C.V., as borrower (the Company), the
Banks party thereto, Barclays Capital, the Investment Banking division of
Barclays Bank PLC, as Administrative Agent and Joint Bookrunner, and
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., as Joint Bookrunner.  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
  Person to be
  PaidTransferred
  Name
  
  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  [          ],
2004  Barclays Capital
as Administrative Agent for the Banks party
to the Loan Agreement
referred to below 200 Park Avenue
New York, New York  10166  Attention:Vidal
Ramirez
Facsimile:(212) 412-1615  Re:Loan Agreement, dated as
of [          ], 2004 (as
amended, supplemented or otherwise modified from time to time, the Loan
Agreement), among GRUMA, S.A. de C.V., as borrower (the Company), the Banks
party thereto, Barclays Capital, the Investment Banking division of Barclays
Bank PLC, as Administrative Agent and Joint Bookrunner, and Coöperatieve
Centrale Raiffeisen-Boerenleenbank B.A., as Joint Bookrunner.  Ladies and Gentlemen:  This Notice of Continuation/Conversion is delivered to
you pursuant to Section [     ] 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 D  COMPLIANCE CERTIFICATE  GRUMA, S.A. DE C.V.  This Compliance Certificate is delivered pursuant to [Section 6.14][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),
Barclays Capital, the Investment Banking division of Barclays Bank PLC, as
Administrative Agent and Joint Bookrunner, and Coöperatieve Centrale
Raiffeisen-Boerenleenbank B.A., as the Joint Bookrunner and the various
financial institutions as are, or may from time to time become, parties thereto
(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 Section7.09 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
[          ], 2004 (as
amended, supplemented or otherwise modified from time to time, the Loan
Agreement), among GRUMA, S.A. de C.V. (the Company), the Banks party
thereto, Barclays Capital, the Investment Banking division of Barclays Bank
PLC, as Administrative Agent (the Administrative Agent) and Joint Bookrunner,
and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., as Joint Bookrunner
(together with Barclays Capital the Joint Bookrunners). 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)).  E-1


3.The
Assignee  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 Joint Bookrunners 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  E-2


the Effective Date. The
Assignor and the Assignee shall make all appropriate adjustments 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:   BARCLAYS CAPITAL, the Investment Banking division of
Barclays Bank PLC, as Administrative Agent and Joint Bookrunner  By:Name:Title:  E-4


Annex 1  to  Assignment and Acceptance  1. Borrower: GRUMA, S.A. de C.V.  2. Date of Loan Agreement: 
[          ], 2004  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


FORM OF OPINION OF SPECIAL NEW YORK COUNSEL
TO THE COMPANY  September 30, 2004  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 September 30, 2004 (the Loan Agreement), among
the Company, the financial institutions from time to time party thereto (the
Banks), Barclays Capital, the Investment Banking division of Barclays Bank
PLC, as Administrative Agent and Joint Bookrunner, and Coöperatieve Centrale
Raiffeisen-Boerenleenbank B.A., as Joint Bookrunner.  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:  G-2


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:  (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.  G-3


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 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,  G-4