SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 24, 2014 among GRUMA CORPORATION, as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, WELLS FARGO BANK, NATIONAL ASSOCIATION, as...Credit Agreement • April 30th, 2015 • Gruma Sab De Cv • Miscellaneous food preparations & kindred products • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of November 24, 2014, among GRUMA CORPORATION, a Nevada corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Documentation Agent, Swing Line Lender and L/C Issuer.
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 20, 2011 among GRUMA CORPORATION, as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Documentation Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party HeretoCredit Agreement • April 30th, 2012 • Gruma Sab De Cv • Miscellaneous food preparations & kindred products • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of June 20, 2011, among GRUMA CORPORATION, a Nevada corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Documentation Agent, Swing Line Lender and L/C Issuer.
CREDIT AGREEMENT Dated as of October 30, 2006 amongCredit Agreement • June 29th, 2007 • Gruma Sa De Cv • Miscellaneous food preparations & kindred products • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of October 30, 2006, among GRUMA CORPORATION, a Nevada corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Documentation Agent and L/C Issuer.
US$22,896,000 LOAN AGREEMENTLoan Agreement • June 15th, 2010 • Gruma Sab De Cv • Miscellaneous food preparations & kindred products • New York
This LOAN AGREEMENT is entered into as of October 16, 2009, by and between GRUMA, S.A.B. de C.V., a sociedad anónima bursátil de capital variable organized under the laws of Mexico (together with its successors, the “Company”), and Standard Chartered Bank, a bank organized under the laws of England (together with its successors and assigns, the “Lender”). All capitalized terms used but not otherwise defined have the meaning given to them in Section 1.01 (Definitions).
Dated as of December 5, 2014 GRUMA, S.A.B. de C.V., as the Company and THE BANK OF NEW YORK MELLON, as Trustee and THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A., as Paying Agent and Transfer Agent in LuxembourgIndenture • April 30th, 2015 • Gruma Sab De Cv • Miscellaneous food preparations & kindred products • New York
INDENTURE, dated as of December 5, 2014, among GRUMA, S.A.B. de C. V. (herein called the “Company”), a corporation (sociedad anónima bursátil de capital variable) organized and existing under the laws of the United Mexican States (“Mexico”), THE BANK OF NEW YORK MELLON, a New York banking corporation, as Trustee (herein called the “Trustee”), and THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A., as Paying Agent and Transfer Agent in Luxembourg.
US $200,000,000 LOAN AGREEMENT Dated as of December 13, 2012 between GRUMA, S.A.B. de C.V., as Borrower, and GOLDMAN SACHS BANK USA as Administrative Agent, Sole Lead Arranger and BookrunnerLoan Agreement • April 30th, 2013 • Gruma Sab De Cv • Miscellaneous food preparations & kindred products • New York
This LOAN AGREEMENT is entered into as of December 13, 2012, among GRUMA, S.A.B. DE C.V., a sociedad anónima bursátil 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”), GOLDMAN SACHS BANK USA, as Administrative Agent for the Banks (the “Administrative Agent”), Sole Lead Arranger and Bookrunner.
US$197,000,000 SENIOR SECURED LOAN AGREEMENT Dated as of October 16, 2009 by and among GRUMA, S.A.B. de C.V., as the Borrower, BBVA BANCOMER, S.A., INSTITUCIÓN de BANCA MÚLTIPLE, GRUPO FINANCIERO BBVA BANCOMER, as Administrative Agent, BBVA SECURITIES...Senior Secured Loan Agreement • June 15th, 2010 • Gruma Sab De Cv • Miscellaneous food preparations & kindred products • New York
This SENIOR SECURED LOAN AGREEMENT is entered into as of October16, 2009, by and among GRUMA, S.A.B. de C.V., a sociedad anónima bursátil de capital variable organized under the laws of Mexico (together with its successors, the “Company”), the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually, a “Lender”), BBVA Bancomer, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer, as Administrative Agent for the Lenders, BBVA Securities Inc., as a Bookrunner and Lead Arranger (the “Lead Arranger”) and The Bank of New York Mellon, as Collateral Agent for the Lenders. All capitalized terms used but not otherwise defined have the meaning given to them in Section 1.01 (Definitions).
WHEREASThe Loan Agreement • April 30th, 2013 • Gruma Sab De Cv • Miscellaneous food preparations & kindred products
NOW THEREFORE, in consideration of the foregoing and of the terms, conditions, representations and warranties set forth herein, the parties hereby agree as follows:
EQUITY PURCHASE AGREEMENT BY AND AMONG ARCHER-DANIELS-MIDLAND COMPANY, ADM MILLING CO., ADM BIO PRODUCTOS, S.A. DE C.V. AND GRUMA, S.A.B. DE C.V.Equity Purchase Agreement • April 30th, 2013 • Gruma Sab De Cv • Miscellaneous food preparations & kindred products • New York
THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) is entered into as of December 14, 2012, by and among Gruma, S.A.B. de C.V., a corporation organized under the laws of Mexico (“Buyer” or “Gruma”), Archer-Daniels-Midland Company, a corporation organized under the laws of the State of Delaware (“ADM”), ADM Milling Co., a corporation organized under the laws of the State of Minnesota (“ADM Milling”), and ADM Bio Productos, S.A. de C.V., a corporation organized under the laws of Mexico (“Bio Productos”) (each of ADM, ADM Milling and Bio Productos being a “Seller” and collectively being the “Sellers”). Article 10 contains definitions of certain capitalized terms.
US $250,000,000 LOAN AGREEMENT Dated as of July 22, 2005 among GRUMA, S.A. de C.V., as Borrower, and BBVA SECURITIES INC., as Bookrunner and Documentation Agent, and BBVA BANCOMER, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO BBVA BANCOMER as...Loan Agreement • June 30th, 2006 • Gruma Sa De Cv • Miscellaneous food preparations & kindred products • New York
This LOAN AGREEMENT is entered into as of July 22, 2005, among GRUMA, S.A. de C.V., a sociedad anonima de capital variable organized under the laws of Mexico (the “Company”), the several financial institutions from time to time party to this Agreement (collectively, the “Banks” and individually, a “Bank”), BBVA SECURITIES INC, as Bookrunner and Documentation Agent (the “Bookrunner”) and BBVA BANCOMER, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO BBVA BANCOMER, as Administrative Agent for the Banks (the “Administrative Agent”).
JOINDER AGREEMENTJoinder Agreement • April 30th, 2013 • Gruma Sab De Cv • Miscellaneous food preparations & kindred products • New York
THIS JOINDER AGREEMENT, dated as of December 14, 2012 (this “Agreement”), by and among BANCO SANTANDER (MÉXICO), S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO SANTANDER MÉXICO (the “New Term Lender”), GRUMA, S.A.B. de C.V., a sociedad anónima bursátil de capital variable organized under the laws of Mexico (“Borrower”), and GOLDMAN SACHS BANK USA (“GS Bank”), as Administrative Agent.
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...Loan Agreement • June 30th, 2005 • Gruma Sa De Cv • Miscellaneous food preparations & kindred products • New York
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”).
US $300,000,000 LOAN AGREEMENT Dated as of December 18, 2002 among GRUMA, S.A. de C.V., as Borrower BANK OF AMERICA, N.A., as Administrative Agent The Several Banks Party Hereto BANC OF AMERICA SECURITIES LLC, as Lead Arranger and Sole Book Manager...Loan Agreement • June 30th, 2003 • Gruma Sa De Cv • Miscellaneous food preparations & kindred products • New York
This LOAN AGREEMENT is entered into as of December 18, 2002, among GRUMA, S.A. de C.V., a sociedad anónima 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”), BANK OF AMERICA, N.A., as Administrative Agent for the Banks, and BANC OF AMERICA SECURITIES LLC, as Lead Arranger and Sole Book Manager.
GRUMA, S.A. de C.V., as Company and JPMORGAN CHASE BANK, N.A. as TrusteeIndenture • June 30th, 2005 • Gruma Sa De Cv • Miscellaneous food preparations & kindred products • New York
Exhibit B — FORM OF TRANSFER CERTIFICATE FOR TRANSFER FROM RESTRICTED GLOBAL BOND TO REGULATION S GLOBAL BOND (Transfers pursuant to Section 3.7(c)(ii) of Indenture)
WHEREASThe Loan Agreement • April 30th, 2013 • Gruma Sab De Cv • Miscellaneous food preparations & kindred products
NOW THEREFORE, in consideration of the foregoing and of the terms, conditions, representations and warranties set forth herein, the parties hereby agree as follows:
WHEREASThe Loan Agreement • April 30th, 2013 • Gruma Sab De Cv • Miscellaneous food preparations & kindred products
NOW THEREFORE, in consideration of the foregoing and of the terms, conditions, representations and warranties set forth herein, the parties hereby agree as follows:
SUPPLEMENTAL INDENTURESupplemental Indenture • June 30th, 2005 • Gruma Sa De Cv • Miscellaneous food preparations & kindred products • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 30, 2004 between Gruma, S.A. de C.V, a corporation (sociedad anónima de capital variable) organized under the laws of the United Mexican States (“Gruma”), and JPMorgan Chase Bank, N.A., a national banking association (as successor to JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank), as trustee under the Indenture referred to below (the “Trustee”).
TRANSLATION FOR REFERENCE PURPOSES ONLYGruma Sab De Cv • April 30th, 2012 • Miscellaneous food preparations & kindred products
LOAN AGREEMENT ENTERED BY AND AMONG BANCO NACIONAL DE COMERCIO EXTERIOR, S.N.C., HEREINAFTER, THE “LENDER”, REPRESENTED HEREIN BY MESSRS. LEONEL NAPOLEON VASQUEZ GOMEZ AND HORACIO VAQUERA GARCIA, AND GRUMA, S.A.B. DE C.V., HEREINAFTER, THE “BORROWER”, REPRESENTED HEREIN BY MESSRS. RAUL CAVAZOS MORALES AND RODRIGO MARTINEZ VILLARREAL, PURSUANT TO THE FOLLOWING:
US$50,000,000 LOAN AGREEMENT Dated as of June 15, 2011 between GRUMA, S.A.B. de C.V., as Borrower, and COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. “RABOBANK NEDERLAND,” NEW YORK BRANCH, as LenderLoan Agreement • April 30th, 2012 • Gruma Sab De Cv • Miscellaneous food preparations & kindred products • New York
This LOAN AGREEMENT is entered into as of June 15, 2011, between GRUMA, S.A.B. DE C.V., a sociedad anónima bursátil de capital variable organized under the laws of Mexico (the “Company” or the “Borrower”, indistinctly), and COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. “RABOBANK NEDERLAND,” NEW YORK BRANCH, as lender (the “Lender”).
TRANSLATION FOR REFERENCE PURPOSES ONLYLoan Agreement • April 30th, 2012 • Gruma Sab De Cv • Miscellaneous food preparations & kindred products
LOAN AGREEMENT (HEREINAFTER, THE “AGREEMENT”) ENTERED INTO BY AND BETWEEN GRUMA, S.A.B. DE C.V., AS BORROWER (THE “BORROWER”), BBVA BANCOMER, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO BBVA BANCOMER, AS ADMINSITRATIVE AGENT (THE “AGENT”) AND THE FINANCIAL INSTITUTIONS LISTED IN EXHIBIT “1” OF THIS AGREEMENT AND THOSE BANKS AND INSTITUTIONS THAT IN THE FUTURE ACQUIRE THE TITLE OF CREDITOR UNDER THE TERMS OF THIS AGREEMENT (JOINTLY, THE “CREDITORS” AND, EACH ONE, ONE “CREDITOR”), UNDER THE TERMS OF THE FOLLOWING RECITALS AND CLAUSES:
TRANSLATION FOR REFERENCE PURPOSES ONLY PUBLIC DEED NUMBER SIXTY THOUSAND EIGHT HUNDRED AND SEVENTY FIVE VOLUME ONE THOUSAND FOUR HUNDRED AND SEVENTY TWORecognition and Refinancing Agreement • June 15th, 2010 • Gruma Sab De Cv • Miscellaneous food preparations & kindred products
The DEBT RECOGNITION AND REFINANCING AGREEMENT entered by and between BANCO NACIONAL DE COMERCIO EXTERIOR, SOCIEDAD ANÓNIMA DE CAPITAL VARIABLE as the “LENDER”, represented herein by Messrs. Eduardo Muñiz Juárez and Horacio Vaquera García and by GRUMA, SOCIEDAD ANÓNIMA BURSÁTIL DE CAPITAL VARIABLE, represented herein by Messrs. Raúl Alonso Peláez Cano and Guillermo Elizondo Ríos, hereinafter known as the “BORROWER”, and together hereinafter known as the “PARTIES”, within the following antecedents, recitals and clauses:
Translation for Reference Purposes OnlyPurposes Only • April 30th, 2013 • Gruma Sab De Cv • Miscellaneous food preparations & kindred products
NOW THEREFORE, in consideration of the foregoing and of the terms, conditions, representations and warranties set forth herein, the parties hereby agree as follows:
FORM OF INTERNATIONAL UNDERWRITING AGREEMENTUnderwriting Agreement • January 25th, 2006 • Gruma Sa De Cv • Miscellaneous food preparations & kindred products • New York
Gruma S.A. de C.V., a sociedad anónima de capital variable organized under the laws of the United Mexican States (the “Company” or the “Seller”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule A hereto for whom you are acting as representative (the “Representative”) an aggregate of • shares of the Company’s Class I, Series B Common Stock, without par value (the “Shares” and the “Agreement” as appropriate). The respective amounts of the Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule A hereto.
TRANSLATION FOR INFORMATION PURPOSES ONLYLoan Agreement • April 30th, 2014 • Gruma Sab De Cv • Miscellaneous food preparations & kindred products
LOAN AGREEMENT (HEREINAFTER THE ‘‘AGREEMENT’’) EXECUTED BY GRUMA, S.A.B. DE C.V. AS BORROWER (THE ‘‘BORROWER’’), BANCO INBURSA, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO INBURSA, AS ARRANGER LEAD AGENT AND ADMINISTRATIVE AGENT (THE ‘‘AGENT’’) AND THE FINANCIAL ENTITIES LISTED IN APPENDIX ‘‘1’’ OF THIS AGREEMENT AND THOSE BANKS AND INSTITUTIONS THAT IN THE FUTURE ACQUIRE THE CHARACTER OF CREDITOR IN TERMS OF THE PRESENT AGREEMENT (JOINTLY, THE ‘‘CREDITORS’’ AND, EACH ONE AS, A ‘‘CREDITOR’’) AND GOLDMAN SACHS &CO. AND BANCO SANTANDER (MÉXICO), S.A., INSITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO SANTANDER MÉXICO, AS ARRANGER AGENTS (THE ‘‘ARRANGER AGENTS’’), IN ACCORDANCE WITH THE FOLLOWING RECITALS AND CLAUSES:
FIRST SUPPLEMENTAL INDENTURE Dated as of October 21, 2009 to INDENTURE Dated as of December 3, 2004 between GRUMA, S.A.B. de C.V. AND THE BANK OF NEW YORK MELLON AS TRUSTEESupplemental Indenture • June 15th, 2010 • Gruma Sab De Cv • Miscellaneous food preparations & kindred products
This FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 21, 2009, is entered into by and between Gruma, S.A.B. de C.V. (the “Company”), a corporation (sociedad anónima bursátil de capital variable), organized and existing under the laws of the United Mexican States (“Mexico”) and THE BANK OF NEW YORK MELLON, a corporation organized under the laws of The State of New York, authorized to conduct a banking business, as trustee (herein called the “Trustee”) for the Holders of 7.75% Perpetual Bonds issued under the Indenture (as defined below). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed thereto in such Indenture, unless otherwise specified.
TRANSLATION FOR INFORMATION PURPOSES ONLYGruma Sab De Cv • April 30th, 2014 • Miscellaneous food preparations & kindred products
TRADEMARK LICENSE AGREEMENT ENTERED INTO BY, GRUMA, S.A.B. DE C.V., HEREINAFTER REFERRED TO AS “THE LICENSOR”, HEREIN REPRESENTED BY ITS ATTORNEY-IN-FACT, MR. HOMERO HUERTA MORENO, AND BY, GRUPO INDUSTRIAL MASECA, S.A.B. DE C.V., HEREINAFTER REFERRED TO AS “THE LICENSEE”, HEREIN REPRESENTED BY ITS ATTORNEY-IN-FACT, MR. SALVADOR VARGAS GUAJARDO, WHICH IS FORMALIZED PURSUANT TO THE CONTENT OF THE FOLLOWING RECITALS AND CLAUSES.
