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.
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.
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.
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:
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:
