G.M. Trading Corporation - Page 8

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          to the undisputed intent of representatives of petitioner and of            
          Procesos.  This fact and the requirements relating to the use of            
          the pesos reflect the transaction negotiated and bargained for by           
          the parties -- by petitioner, by Procesos, and by the Mexican               
          Government.                                                                 
               In the present case, where petitioner negotiated for a                 
          principal amount of a recognized currency in order to invest that           
          currency in a specific project, we do not believe that the terms,           
          requirements, and limitations set forth in the final negotiated             
          agreement regarding use of the currency (which simply reflect and           
          conform to the original and continuing purpose and objective of             
          the transaction -- namely, to invest the currency in a specific             
          project) should be regarded as restricting or discounting the               
          fair market value of the currency that is then made available               
          under the agreement.                                                        
               The restrictions relating to petitioner's and to Procesos'             
          access and use of the Mexican pesos and to certain class B stock            
          in Procesos were consistent with the overall purpose and                    
          objective of each party to the transaction.  They were consistent           
          with the business objectives of each party.  In our judgment, as            
          we stated in our prior opinion, they were not significantly                 
          different from restrictions commonly placed by financial                    
          institutions on loan proceeds and on startup companies in                   
          disbursing loan proceeds relating to construction loans or                  
          project financing.                                                          







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Last modified: May 25, 2011