FORM OF AMENDED AND RESTATED SELLING AGENCY AGREEMENT] UNITED MEXICAN STATES Global Medium-Term Notes, Series A Due Nine Months or More from Date of Issue AMENDED AND RESTATED SELLING AGENCY AGREEMENT
Exhibit A
[FORM OF AMENDED AND RESTATED SELLING AGENCY AGREEMENT]
U.S. $80,000,000,000
Global Medium-Term Notes, Series A
Due Nine Months or More from Date of Issue
Due Nine Months or More from Date of Issue
AMENDED AND RESTATED SELLING AGENCY AGREEMENT
To the Persons Listed on Annex I Hereto
Ladies and Gentlemen:
The United Mexican States (“Mexico”), confirms its agreement with each of you with
respect to the issue and sale by Mexico of up to U.S. $80,000,000,000 (or its equivalent in other
currencies or currency units) aggregate principal amount (or aggregate initial offering price, as
the case may be) of its Global Medium-Term Notes, Series A, Due Nine Months or More from Date of
Issue (the “Notes”). As of [ ], 2008, of such U.S. $80,000,000,000, Notes with
an aggregate principal amount (or aggregate initial offering price) equal or equivalent to U.S.
$27,614,819,300 have been issued and sold in the United States and Notes with an aggregate
principal amount (or aggregate initial offering price, as the case may be) equal or equivalent to
U.S. $19,837,359,852 have been sold outside the United States. From and after the date hereof,
Notes with an aggregate principal amount (or aggregate initial offering price, as the case may be)
not to exceed U.S. $32,547,820,848 (or its equivalent in other currencies or currency units) may be
issued and sold hereunder, and U.S. $6,182,398,315 of such amount of Notes may be issued and sold
in the United States. The Notes will be issued under a fiscal agency agreement dated as of
September 1, 1992, as amended (the “Fiscal Agency Agreement”) between Mexico and Citibank,
N.A., as fiscal agent (the “Fiscal Agent”) and the authorization certificate of Mexico
pursuant to Section 1(b) thereto dated [ ], 2008 (the “Authorization”).
Unless otherwise specifically provided for and set forth in a Pricing Supplement (as defined
below), the Notes denominated and payable in U.S. dollars will be issued in denominations of U.S.
$1,000 and integral multiples of U.S. $2,000. The authorized denominations of Notes denominated in
currencies (including composite currencies) other than U.S. dollars will be set forth in an
applicable Pricing Supplement. The Notes may be issued in registered or bearer form. The Notes
will have the interest rates, maturities and, if applicable, other terms set forth in the
applicable Pricing Supplement. The Notes will be issued, and the terms thereof established, in
accordance with the Fiscal Agency Agreement, the Authorization and any Terms Agreement (as defined
in Section 2(b)). For the purposes of this agreement (the “Agreement”), the term
“Agent” shall refer to any of you acting solely in the capacity as agent for Mexico
pursuant to Section 2(a) and not as principal (collectively, the “Agents”); the term
“Purchaser” shall refer to one of you acting solely as principal pursuant to Section 2(b)
and not as agent; and the term “you” shall refer to you collectively whether at any time
any of you is acting in both such capacities or in either such capacity. In acting under this
Agreement, in
whatever capacity, each of you is acting individually and not jointly, unless otherwise
specified in the applicable Terms Agreement.
All references in this Agreement to principal, premium and interest in respect of the Notes
shall, unless the context otherwise requires, be deemed to include all additional amounts, if any,
payable in respect thereof as a result of any withholding or deduction for or on account of any
present or future taxes, duties, assessments or governmental charges of whatever nature imposed or
levied by Mexico or any political subdivision or any taxing authority in Mexico as set forth in the
Notes.
1. Representations and Warranties. Mexico represents and warrants to, and agrees
with, you as set forth below in this Section 1. Certain terms used in this Section 1 are defined
in paragraph (n) hereof.
(a) Mexico meets the requirements for use of Schedule B under the Securities Act of 1933, as
amended (the “Act”), is a seasoned foreign government within the meaning of Commission
Release No. 33-6424 and has filed with the Securities and Exchange Commission (the
“Commission”) registration statements on such Schedule (File Nos. 333-131901 and 333-[
]), including a basic prospectus, which have become effective for the registration under the
Act of U.S. $6,182,398,315 (or its equivalent in other currencies or currency units) aggregate
principal amount (or aggregate initial offering price, as the case may be) of debt securities or
warrants (the “Securities”), including the Notes. Such registration statements meet the
requirements set forth in Commission Release No. 33-6424 and comply in all other material respects
with such Release. Mexico has included in such registration statements, or has filed or will file
with the Commission pursuant to the applicable paragraph of Rule 424(b) under the Act, a supplement
to the prospectus included in such registration statements relating to the Notes and the plan of
distribution thereof (the “Prospectus Supplement”). In connection with the sale of Notes
in the United States, Mexico proposes to file with the Commission pursuant to the applicable
paragraph of Rule 424(b) under the Act further supplements to the Prospectus Supplement (each, a
“Pricing Supplement”) specifying the principal amount, interest rates, maturity dates and,
if appropriate, other terms of such Notes sold pursuant hereto or the offering thereof.
(b) As of the Execution Date, on the Effective Date, when any supplement to the Prospectus is
filed with the Commission, as of the date of a Terms Agreement and at the date of delivery by
Mexico of any Notes sold hereunder (a “Closing Date”), (i) the Registration Statement, as
amended as of any such time, and the Prospectus, as supplemented as of any such time, will comply
in all material respects with the applicable requirements of the Act and the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and the respective rules thereunder; (ii) the
Registration Statement, as amended as of any such time, did not or will not contain any untrue
statement of a material fact or omit to state any material fact required to be stated therein or
necessary in order to make the statements therein not misleading; and (iii) the Prospectus, as
supplemented as of any such time, will not contain any untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided, however, that
Mexico makes no representations or warranties as to the information contained in or omitted from
the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon
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and in conformity with information furnished in writing to Mexico by any of you specifically
for inclusion in the Registration Statement or the Prospectus (or any supplement thereto).
(c) Subsequent to the respective dates as of which information is given in the Registration
Statement, the Prospectus and the Time of Sale Information (as defined in Section 1(n)), except as
set forth in or contemplated by the Registration Statement, the Prospectus and the Time of Sale
Information, there has not been any material adverse change in or affecting the financial,
economic, political or other condition of Mexico.
(d) All necessary action by or on behalf of Mexico has been taken or will have been taken
prior to the Closing Date, and prior to such date any necessary approvals or consents required
under the laws of Mexico will have been duly obtained, and on such date will be in full force and
effect, for the authorization, execution and delivery of this Agreement, the Fiscal Agency
Agreement, the Authorization and any Terms Agreement and for the issuance and sale of Notes by
Mexico under this Agreement including, without limitation, the Presidential Decree permitting
issuances of Notes and the delegation of authority (the “Delegation of Authority”) issued
by the Secretary of Finance and Public Credit.
(e) The Notes have been duly authorized and, when executed and authenticated in accordance
with the Fiscal Agency Agreement and delivered to and paid for by the purchasers thereof against
payment therefor in accordance with the terms hereof, will be entitled to the benefits of the
Fiscal Agency Agreement and will constitute valid and legally binding, direct, general and
unconditional External Indebtedness of Mexico (as defined below) enforceable in accordance with
their terms. The full faith and credit of Mexico has been pledged for the due and punctual payment
of principal of, interest on, and premium, if any, on the Notes, and the Notes will rank
pari passu, without any preference among themselves with all other unsecured and
unsubordinated obligations of Mexico, present and future, relating to External Indebtedness; and
the Notes and the Fiscal Agency Agreement will conform to the descriptions thereof in the
Prospectus. For purposes of this paragraph (e), “External Indebtedness” means any
Indebtedness which is payable by its terms or at the option of its holder in any currency other
than the currency of Mexico (other than any such indebtedness that is originally issued or incurred
within Mexico) and “Indebtedness” means all unsecured and unsubordinated obligations of
Mexico in respect of moneys borrowed by Mexico and guarantees of Mexico in respect of moneys
borrowed by others.
(f) Other than as set forth in the Prospectus and the Time of Sale Information, there are no
legal or governmental proceedings pending to which Mexico is a party or of which any of its
properties is the subject which, if determined adversely to Mexico, would individually or in the
aggregate have a material adverse effect on Mexico’s ability to perform its obligations under the
Notes, this Agreement, the Fiscal Agency Agreement, the Authorization or any Terms Agreement; and,
to the best of Mexico’s knowledge, no such proceedings have been threatened.
(g) Mexico is not in default in the payment of principal, interest or any other amounts owing
on any obligation in respect of indebtedness for money borrowed and Mexico has not received any
notice of default (other than with respect to any failure to deliver periodically economic or
financial information pursuant to agreements relating to Mexico’s indebtedness) or acceleration
with respect to any obligation in respect of indebtedness for money borrowed; and the issuance and
sale of the Notes and the compliance by Mexico with all of the
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provisions of the Notes, the Fiscal Agency Agreement, the Authorization and this Agreement and
the consummation of the transactions herein and therein contemplated will not conflict with or
result in a breach of any of the terms or provisions of, or constitute a default under, any treaty,
convention, material agreement or material instrument to which Mexico is a party or by which it is
bound and will not result in the creation or imposition of any mortgage, lien, charge or
encumbrance of any nature whatsoever upon any of the revenues or assets of Mexico under any such
agreement or instrument and will not infringe any law or regulation of Mexico.
(h) (i) There is no tax, levy, deduction, charge or withholding imposed by Mexico or any
political subdivision thereof either (A) on or by virtue of the execution, delivery or enforcement
of this Agreement, the Fiscal Agency Agreement, the Authorization or any Terms Agreement or (B) on
any payment to be made by Mexico hereunder or any payment of principal, interest or additional
amounts, if any, under any Note, provided that such Note is held by an individual or corporation
that is not a resident of Mexico for tax purposes directly and not through a permanent
establishment thereof in Mexico.
(ii) No stamp, registration or similar taxes or duties are payable by or on behalf of any
Purchaser to Mexico or any political subdivision or taxing authority thereof or therein in
connection with (A) the purchase by the Purchasers of the Notes or (B) the sale by any Purchaser of
Notes.
(i) The issuance of Notes by Mexico hereunder and under the Fiscal Agency Agreement and the
Authorization complies with, and is within the limits set forth in, Mexico’s Federal Revenue Law
for the Fiscal Year 2008.
(j) The use given by Mexico to the proceeds of any issue of Notes would not impair Mexico’s
obligations thereunder.
(k) Mexico has not made any offer relating to the Notes that would constitute a “free writing
prospectus” as defined in Rule 405 under the Act, other than any such free writing prospectus
relating to a specific offering of Notes.
(l) As of the date hereof, Mexico is not an “ineligible issuer” (as defined in Rule 405 under
the Act), without taking into account of any determination by the Commission pursuant to Rule 405
that it is not necessary that Mexico be considered an “ineligible issuer.”
(m) Mexico has complied with the requirements of Rule 433 under the Act applicable to any
Issuer Free Writing Prospectus, including timely filing thereof with the Commission or retention
where required and legending.
(n) The terms which follow, when used in this Agreement, shall have the meanings indicated.
The term “Effective Date” shall mean each date that the Registration Statement and any
post-effective amendment or amendments thereto became or become effective and each date after the
date hereof on which a document incorporated by reference in the Registration Statement is filed.
“Execution Date” shall mean the date that this Agreement is executed and delivered by the
parties hereto. “Basic Prospectus” shall mean the form of basic prospectus relating to the
Securities contained in the registration statement under Schedule B, File No. 333-[ ] as
amended at the effective date thereof. “Issuer Free Writing
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Prospectus”
means an “issuer free writing prospectus” as defined in Rule 433 under the Act
relating to the Notes. “Pricing Prospectus” shall have, with respect to a specific
offering of Notes, the meaning specified in the applicable Terms Agreement. “Prospectus”
shall mean the Basic Prospectus as supplemented by the Prospectus Supplement and, with respect to
any particular Notes, the final pricing supplement for such Notes, as filed with the Commission
pursuant to Rule 424(b)(2). “Registration Statement” shall mean the registration
statements referred to in paragraph (a) above, including incorporated documents, exhibits and
financial statements, as amended, and, with respect to the registration statement under Schedule B,
File No. 333-131901, shall include the Basic Prospectus and Prospectus Supplement relating thereto
filed pursuant to Rule 424 with the registration statement on Schedule B, File No. 333-[ ]. “Rule 424” refers to such rule under the Act. “Time of Sale Information”
shall, with respect to any particular Notes, have the meaning set forth in the Terms Agreement
relating to such Notes. Any reference herein to the Registration Statement, the Basic Prospectus,
the Prospectus Supplement or the Prospectus shall be deemed to refer to and include the documents
incorporated by reference therein, which were filed under the Exchange Act on or before the
Effective Date of Registration Statement No. 333-[ ] or the issue date of the Basic
Prospectus, the Prospectus Supplement or the Prospectus, as the case may be; and any reference
herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration
Statement, the Basic Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to
refer to and include the filing of any document under the Exchange Act after the Effective Date of
the Registration Statement or the issue date of the Basic Prospectus, the Prospectus Supplement or
the Prospectus, as the case may be, deemed to be incorporated therein by reference. If, after the
Execution Date, Mexico shall file with the Commission a new registration statement on Schedule B
containing a base prospectus relating to Securities of Mexico and a Prospectus Supplement relating
to the Notes, which base prospectus and prospectus supplement also relate to the Securities
registered under registration statement no. 333-[ ], then from and after the date of
such filing all references herein to the “Registration Statement” shall be deemed to refer
to and include such new registration statement and all references herein to the “Basic
Prospectus” and “Prospectus Supplement” shall be deemed to refer to and include the
basic prospectus and prospectus supplement included in such new registration statement. All
references herein to “dollars,” “U.S. $” or “$” shall be to dollars of the United States of
America.
2. Appointment of Agents; Solicitation by the Agents of Offers to Purchase; Sales of Notes
to a Purchaser. (a) Subject to the terms and conditions set forth herein, Mexico hereby
authorizes each of the Agents to act as its agent to solicit offers for the purchase of all or a
portion of the Notes from Mexico.
On the basis of the representations and warranties and subject to the terms and conditions set
forth herein, each of the Agents agrees, as agent of Mexico, to use its reasonable best efforts to
solicit offers to purchase the Notes from Mexico upon the terms and conditions set forth in the
Prospectus (and any supplement thereto). Each Agent shall make reasonable best efforts to assist
Mexico in obtaining performance by each purchaser whose offer to purchase Notes has been solicited
by such Agent and accepted by Mexico, but such Agent shall not, except as otherwise provided in
this Agreement, be obligated to disclose the identity of any purchaser or have any liability to
Mexico in the event any such purchase is not consummated for any reason. Except as provided in
Section 2(b), under no circumstances will any Agent be
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obligated to purchase any Notes for its own
account. It is understood and agreed, however, that any Agent may purchase Notes as principal
pursuant to Section 2(b).
Mexico reserves the right, in its sole discretion, to instruct the Agents to suspend at any
time, for any period of time or permanently, the solicitation of offers to purchase Notes. Upon
receipt of instructions from Mexico, the Agents will forthwith suspend solicitation of offers to
purchase Notes from Mexico until such time as Mexico has advised them that such solicitation may be
resumed.
Mexico agrees to pay each Agent a commission on the Closing Date with respect to each sale of
Notes by Mexico as a result of a solicitation made by such Agent in an amount agreed upon by Mexico
and the applicable Agent at the time of the applicable sale.
Subject to the provisions of this Section, offers for the purchase of Notes may be solicited
by an Agent as agent for Mexico at such time and in such amounts as such Agent deems advisable.
Mexico reserves the right to (i) solicit and accept offers to purchase and to sell Notes directly
to purchasers on its own behalf and (ii) to appoint one or more brokers or dealers other than the
Agents to act as agents to solicit offers for the purchase of Notes (or to purchase the Notes as
principal as described in paragraph (b) below) (“Additional Agents”); provided,
however, that (A) each such Additional Agent shall become a party to this Agreement (and
thereafter the term “Agent” as used herein shall mean the Agents and such Additional Agents (other
than Additional Agents appointed for purposes of a particular issue of Notes)) and (B) the Agents
are given notice of any such appointment (other than an appointment for purposes of a particular
issue of Notes only). Any Additional Agent appointed pursuant to this Section 2 shall execute and
deliver to Mexico an instrument accepting such appointment hereunder and without any further act,
deed or conveyance, shall become vested with all authority, right, powers, immunities, duties and
obligations with like effect as if originally named as a party to this Agreement. Any such
appointment of an Additional Agent may be limited to a particular issue of Notes. In the case of
any sale not resulting from a solicitation made by any Agent, no commission shall be payable to any
Agent.
(b) Subject to the terms and conditions stated herein, whenever Mexico and any of you
determines that Mexico shall sell Notes directly to any of you (or to any other broker or dealer)
as principal, each such sale of Notes shall be made in accordance with the terms of this Agreement
and a supplemental agreement relating to such sale. Each such supplemental agreement (which shall
be in writing and signed by an official named in a certificate of delegation of authority) is
herein referred to as a “Terms Agreement.” Unless the context otherwise requires, each
reference contained herein to “this Agreement” shall be deemed to include any applicable Terms
Agreement between Mexico and a Purchaser and express mention of Terms Agreements in any provisions
hereof shall not be construed as excluding Terms Agreements in those provisions hereof where such
express mention is not made. Each Terms Agreement shall describe the Notes to be purchased by the
Purchaser pursuant thereto and shall specify the aggregate principal amount of such Notes, the
price to be paid to Mexico for such Notes, the maturity date of such Notes, the rate at which
interest will be paid on such Notes, the dates on which interest will be paid on such Notes and the
record date with respect to each such payment of interest, the Closing Date for the purchase of
such Notes, the place of delivery of the Notes and payment therefor, the method of payment and any
additional requirements for the delivery of opinions of counsel, certificates from Mexico or its
officers as described in Section
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6(b). Any such Terms Agreement may also specify the period of
time referred to in Section 4(u). Each written Terms Agreement shall be substantially in the form
attached hereto as Exhibit A. The Purchaser’s commitment to purchase Notes shall be deemed to have
been made on the basis of the representations and warranties of Mexico herein contained and shall be subject to the
terms and conditions herein set forth.
Delivery of the certificates for Notes sold to the Purchaser pursuant to a Terms Agreement
shall be made not later than the Closing Date agreed to in such Terms Agreement, against payment of
immediately available funds (or such other consideration as is agreed between Mexico and such
Purchaser) to the account specified by Mexico in the net amount due to Mexico for such Notes.
Any Note sold to a Purchaser (i) shall be purchased by such Purchaser at a percentage of the
principal amount thereof specified in the Terms Agreement less a percentage equal to the commission
specified in the Terms Agreement and (ii) may be resold by such Purchaser at varying prices from
time to time or, if set forth in the applicable Terms Agreement and Pricing Supplement, at a fixed
public offering price. In connection with any resale of Notes purchased, a Purchaser may use a
selling or dealer group and may reallow to any broker or dealer any portion of the discount or
commission payable pursuant hereto.
3. Offering and Sale of Notes. (a) Each Agent severally represents to and agrees
with Mexico that it has not offered or sold, and will not offer or sell, any Notes constituting
part of its allotment of Notes to be offered and sold outside the United States (“Non-U.S. Offerings”) within the United States except in accordance with Rule 903 of
Regulation S under the Act and that, accordingly, neither such Agent nor its affiliates nor any
persons acting on its or their behalf have engaged or will engage in any directed selling efforts
with respect to Notes being offered or to be offered and sold in Non-U.S. Offerings. Terms used in
this paragraph have the meanings given to them by Regulation S under the Act.
(b) Each Agent severally represents, warrants and agrees that: (i) in relation to any Notes
which must be redeemed before the first anniversary of the date of their issue, (A) it is a person
whose ordinary activities involve it in acquiring, holding, managing or disposing of investments
(as principal or agent) for the purposes of its business, (B) it has not offered or sold and will
not offer or sell any Notes other than to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes
of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of
investments (as principal or agent) for the purposes of their businesses where the issue of the
Notes would otherwise constitute a contravention of Section 19 of the Financial Services and
Markets Xxx 0000 (the “FSMA”) by Mexico, (C) the redemption value of such Notes will not be
less than £100,000 (or an amount of equivalent value denominated wholly or partly in a currency
other than sterling), and (D) no part of any such Notes will be transferred unless the redemption
value of that part is not less than £100,000 (or such an equivalent amount); (ii) it has only
communicated and caused to be communicated and will only communicate or cause to be communicated
any invitation or inducement to engage in investment activity (within the meaning of Section 21 of
the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in
which Section 21(1) of the FSMA does not apply to Mexico and (iii) it has complied and will comply
with all applicable provisions of the FSMA with respect to anything done by it in relation to such
Notes in, from or otherwise involving the United Kingdom.
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(c) Each Agent severally represents to and agrees with Mexico that it has not offered or sold,
and will not offer or sell, any Notes, directly or indirectly, in Japan or to, or for
the benefit of, any Japanese Person, or to others for re-offering or resale, directly or
indirectly, in Japan or to any Japanese Person except pursuant to an exemption from the
registration requirements of, and otherwise in compliance with, the Securities and Exchange Law of
Japan and any other applicable laws, regulations and ministerial guidelines promulgated by the
relevant Japanese governmental and regulatory authorities and in effect at the relevant time. For
the purposes of this paragraph “Japanese Person” shall mean any person resident in Japan,
including any corporation or other entity organized under the laws of Japan. Each agent is
required to provide such necessary information as is necessary, excluding the names of clients or
any other information an agent is precluded from providing contractually or legally, on these notes
to Mexico so that Mexico may make any such required reports to the Ministry of Finance through the
Bank of Japan.
(d) Each Agent severally represents to and agrees with Mexico that it has complied and will
comply with all applicable provisions of Swiss law, including the regulations of the Swiss National
Bank with respect to the offer and sale of Notes denominated in Swiss francs or carrying a Swiss
franc-related element.
(e) In relation to each Member State of the European Economic Area (Iceland, Norway and
Liechtenstein in addition to the member states of the European Union) which has implemented the
Prospectus Directive (each, a “Relevant Member State”), each Agent represents and agrees
that with effect from and including the date on which the Prospectus Directive is implemented in
that Relevant Member State (the “Relevant Implementation Date”) it has not made and will
not make an offer of Notes to the public in that Relevant Member State prior to the publication of
a prospectus in relation to the Notes which has been approved by the competent authority in that
Relevant Member State or, where appropriate, approved in another Relevant Member State and notified
to the competent authority in that Relevant Member State, all in accordance with the Prospectus
Directive, except that it may, with effect from and including the Relevant Implementation Date,
make an offer of Notes to the public in that Relevant Member State at any time:
(i) to legal entities which are authorized or regulated to operate in the financial
markets or, if not so authorized or regulated, whose corporate purpose is solely to invest
in securities;
(ii) to any legal entity which has two or more of (A) an average of at least 250
employees during the last financial year; (B) a total balance sheet of more than €43,000,000
and (C) an annual net turnover of more than €50,000,000, as shown in its last annual or
consolidated accounts; or
(iii) to fewer than 100 natural or legal persons (other than qualified investors as
defined in the Prospectus Directive) subject to obtaining the prior consent of the agents;
or
(iv) at any time in any other circumstances falling within Article 3(2) of the
Prospectus Directive,
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provided that no such offer of Securities referred to in (i) to (iv) above shall require
Mexico or any agent to publish a prospectus pursuant to Article 3 of the Prospectus Directive or
supplement a prospectus pursuant to Article 16 of the Prospectus Directive.
For the purposes of this provision, the expression an “offer of Notes to the Public” in
relation to any Notes in any Relevant Member State means the communication in any form and by any
means of sufficient information on the terms of the offer and the Notes to be offered so as to
enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in the
Member State by any measure implementing the Prospectus Directive in the Member State and the
expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant
implementing measure in each Relevant Member State.
(f) Each Agent acknowledges and agrees that no prospectus has been nor will be published in
Italy in connection with the offering of the Notes and that such offering has not been, and will
not be, cleared by the Italian Securities Exchange Commission (Commissione Nazionale per le Società
e la Borsa, the “CONSOB”) pursuant to Italian securities regulation and, accordingly,
represents and agrees that the Notes may not and will not be offered, sold or delivered, nor may or
will copies of the Prospectus, any Pricing Supplement or any other documents relating to the Notes
be distributed in Italy, except (i) to professional investors (operatori qualificati), as defined
in Article 31, second paragraph, of CONSOB Regulation No. 11522 of July 1, 1998, as amended
(“Regulation No. 11522”), or (ii) in other circumstances which are exempted from the rules
governing offers of securities to the public pursuant to Article 100 of Legislative Decree No. 58
of February 24, 1998 (“Italian Finance Law”) and Article 33, first paragraph, of CONSOB
Regulation No. 11971 of May 14, 1999, as amended.
Each Agent represents and agrees that any offer, sale or delivery of the Notes or distribution
of copies of the Prospectus, any Pricing Supplement or any other document relating to the Notes in
Italy may and will be effected in accordance with all Italian securities, tax, exchange control and
other applicable laws and regulations, and, in particular, will be: (i) made by an investment firm,
bank or financial intermediary permitted to conduct such activities in Italy in accordance with the
Italian Finance Law, Legislative Decree No. 385 of September 1, 1993, as amended (“Italian
Banking Law”), Regulation No. 11522, and any other applicable laws and regulations; (ii) in
compliance with Article 129 of the Italian Banking Law and the implementing guidelines of the Bank
of Italy; and (iii) in compliance with any other applicable notification requirement or limitation
which may be imposed by CONSOB or the Bank of Italy.
(g) In addition to the provisions of paragraphs (a) through (f) of this Section 3, each Agent
severally represents to and agrees with Mexico that it has not offered, sold or delivered and it
will not offer, sell or deliver, directly or indirectly, any of the Notes or distribute any
Registration Statement, the Basic Prospectus, Prospectus Supplement or any Pricing Supplement or
any other material relating to the offering of the Notes, in or from any jurisdiction except under
circumstances that will, to the best of its knowledge and belief, result in compliance with the
applicable laws and regulations thereof (including, without limitation, any prospectus delivery
requirements or antifraud provisions) and which will not impose any obligations on Mexico except as
contained in this Agreement.
(h) Without prejudice to the provisions of Section 1(b) above and except for registration
under the Act and compliance with the rules and regulations thereunder and the
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qualification of the Notes for offer and sale under the laws of such jurisdictions as Mexico and the Agents may agree
pursuant to Section 4(h), Mexico shall not have any responsibility for, and each Agent severally
agrees with Mexico that each such Agent and its respective affiliates will obtain, any consent,
approval or authorization required by them for the purchase, offer, sale or delivery by them of any of the Notes under the laws and regulations in force in any
jurisdiction to which they are subject or in or from which they make such purchase, offer, sale or
delivery of any of the Notes.
(i) Notes in bearer form (“Bearer Notes”) are subject to United States tax law
requirements. Accordingly, each Agent and Purchaser represents and agrees to the following: (i)
except to the extent permitted under U.S. Treas. Reg. § 1.163—5(c)(2)(i)(D) (the “D
Rules”), (A) it has not offered or sold, and during the restricted period will not offer or
sell, Bearer Notes to a person who is within the United States or its possessions or to a United
States Person, and (B) it has not delivered and will not deliver within the United States or its
possessions definitive Bearer Notes that are sold during the restricted period; (ii) it represents
and agrees that it has and throughout the restricted period will have in effect procedures
reasonably designed to ensure that its employees or agents who are directly engaged in selling
Bearer Notes are aware that such Bearer Notes may not be offered or sold during the restricted
period to a person who is within the United States or its possessions or to a United States Person,
except as permitted by the D Rules; (iii) if it is a United States Person, it represents that it is
acquiring the Bearer Notes for purposes of resale in connection with their original issuance and if
it retains Bearer Notes for its own account, it will only do so in accordance with the requirements
of U.S. Treas. Reg. § 1.163—5(c)(2)(i)(D)(6); and (iv) with respect to each affiliate that
acquires from it Bearer Notes for the purpose of offering or selling such Bearer Notes during the
restricted period, it either (A) repeats and confirms the representations and agreements contained
in clauses (i), (ii) and (iii) on such affiliate’s behalf or (B) agrees that it will obtain from
such affiliate for Mexico’s benefit the representations and agreements contained in clauses (i),
(ii) and (iii). In addition, each Agent represents and agrees that it has not entered and will not
enter into any contractual arrangement with any distributor (as that term is defined for purposes
of the D Rules) with respect to the distribution of Bearer Notes, except with its affiliates or
with the prior written consent of Mexico. Terms used in this paragraph have the meanings given to
them by the U.S. Internal Revenue Code and regulations thereunder, including the D Rules.
(j) Each Agent represents and agrees that it has not made and will not make any offer relating
to the Notes that constitutes or would constitute an Issuer Free Writing Prospectus or that
otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 under
the Act) or a portion thereof required to be filed by Mexico with the Commission, other than one or
more term sheets relating to the Notes containing customary information and conveyed to purchasers
of the Notes or otherwise approved prior to the use thereof by Mexico and the Purchasers, or
retained by Mexico under Rule 433 under the Act.
4. Covenants. Mexico agrees with you that:
(a) Prior to the termination of the offering of the Notes (including by way of resale by a
Purchaser of Notes), Mexico will not file any amendment to the Registration Statement or supplement
to the Prospectus or supplement the Time of Sale Information (except for (i) periodic or current
reports filed under the Exchange Act, (ii) a supplement relating to any offering of Notes providing
solely for the specification of or a change in the maturity dates,
10
interest rates, issuance prices
or other terms of such Notes or (iii) a supplement relating to an offering of Securities other than
the Notes), unless Mexico has furnished to each of you a copy for your review prior to filing and
given each of you a reasonable opportunity to comment on any such proposed amendment or supplement.
Subject to the foregoing sentence, in connection with an issue of Notes being offered in the United States or being resold into the United
States within the period during which a prospectus is required to be delivered with respect to the
Notes, Mexico will cause each supplement to the Prospectus to be filed with the Commission pursuant
to the applicable paragraph of Rule 424(b) within the time period prescribed. Mexico will promptly
advise each of you (i) when the Prospectus, and any supplement thereto (except as provided in
clauses 4(a)(i) or (iii) above), shall have been filed with the Commission pursuant to Rule 424(b),
(ii) when, prior to termination of any offering of Notes, any amendment of the Registration
Statement shall have been filed or become effective, (iii) of any request by the Commission for any
amendment of the Registration Statement or supplement to the Prospectus or for any additional
information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness
of the Registration Statement or the institution or threatening of any proceeding for that purpose
and (v) of the receipt by Mexico of any notification with respect to the suspension of the
qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose. Mexico will use its best efforts to prevent the issuance of any such
stop order and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Notes (or in lieu thereof, the notice
referred to in Rule 173(a) under the Act) is required to be delivered under the Act, any event
occurs as a result of which the Prospectus as then amended or supplemented would include any untrue
statement of a material fact or omit to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading, or if for
any other reason it shall be necessary to amend the Registration Statement or supplement the Time
of Sale Information or the Prospectus to comply with the Act or the Exchange Act or the respective
rules thereunder, Mexico promptly will (i) notify each of you, (ii) prepare and file with the
Commission, subject to the first sentence of paragraph (a) of this Section 4, an amendment or
supplement which will correct such statement or omission or effect such compliance and (iii) supply
any supplemented Prospectuses and Time of Sale Information to each of you in such quantities as you
may reasonably request; provided, however, that in the event that any Agent is
required to deliver a prospectus relating to any Notes at any time nine months or more after the
Closing Date with respect to such Notes, such Agent shall reimburse Mexico for its reasonable and
documented out-of-pocket expenses (including legal fees and disbursements of its counsel) in
connection with the preparation and filing of such amendment or supplement and the furnishing to
such Agent of such supplemented Prospectuses. Mexico’s obligations to update the Prospectus
pursuant to Sections 4(o), 4(p) and 4(q) hereof, including payment of any expenses incurred by
Mexico in connection therewith, shall not be affected by the preceding sentence.
If such amendment or supplement, and any documents, certificates and opinions furnished to
each of you pursuant to paragraph (m) of this Section 4 in connection with the preparation or
filing of such amendment or supplement are satisfactory in all respects to you, you will, upon the
filing of such amendment or supplement with the Commission and upon the
11
effectiveness of an
amendment to the Registration Statement, if such an amendment is required, resume your obligation
to solicit offers to purchase Notes hereunder.
(c) Mexico will not make any offer relating to the Notes that would constitute a “free writing
prospectus” as defined in Rule 405 under the Act without your prior written consent or, in the case of any such free writing prospectus relating to a specific
offering of Notes, with the prior written consent of the applicable Purchaser or Purchasers of such
Notes.
(d) Mexico will comply with the requirements of Rule 433 under the Act applicable to any
Issuer Free Writing Prospectus, including timely filing thereof with the Commission or retention
where required and legending.
(e) Mexico agrees that if at any time following issuance of an Issuer Free Writing Prospectus
any event occurs as a result of which such Issuer Free Writing Prospectus (i) would conflict with
the information in the Registration Statement, the Pricing Prospectus or the Prospectus or (ii)
when taken together with the Prospectus would include an untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading, Mexico will give the applicable
Purchaser or Purchasers, or cause the applicable Purchaser or Purchasers to be given, prompt notice
thereof, and if the applicable Purchaser or Purchasers so request, will cause to be prepared and
furnished without charge to each of them an Issuer Free Writing Prospectus or other document which
will correct such conflict, statement or omission; provided, however, that this
representation and warranty shall not apply to any statements or omissions in an Issuer Free
Writing Prospectus made in reliance upon and in conformity with information furnished in writing to
Mexico by the applicable Purchaser or Purchasers expressly for use therein.
(f) Mexico will make generally available to its security holders in the United States and to
each of you as soon as practicable, a statement of Mexico’s revenues and expenditures for the first
full fiscal year commencing after the date hereof which will satisfy the provisions of Section
11(a) of the Act and Rule 158 under the Act.
(g) Mexico will cause to be furnished to each of you and your counsel, without charge, copies
of the Registration Statement (including exhibits and all amendments thereto) and, so long as
delivery of a prospectus may be required by the Act, as many copies of the Prospectus, any
supplement thereto and any Issuer Free Writing Prospectus relating to the Notes as you may
reasonably request.
(h) Mexico will arrange for the qualification of the Notes for sale under the laws of such
jurisdictions of the United States and Canada as any of you may designate and such other
jurisdictions as Mexico and you shall agree upon and will maintain such qualifications in effect so
long as required for the distribution of the Notes; provided, however, that in
connection therewith Mexico shall not be required to take any action that would subject it to
general or unlimited service of process in any jurisdiction where it is not at the date hereof
subject.
(i) So long as any of the Notes are outstanding, Mexico will furnish to each of you copies of
all reports filed by it with the Commission.
12
(j) So long as any of the Notes are outstanding, Mexico will furnish to each of you upon
request, as soon as practicable after the availability thereof, a copy of Mexico’s annual federal
budget and revenue law.
(k) So long as any of the Notes are outstanding, Mexico will obtain and maintain in full force
and effect all governmental approvals which may be necessary under the laws of Mexico for the performance of Mexico’s obligations under the Notes or for the validity
or enforceability thereof or hereof and duly take all necessary and appropriate governmental and
administrative action in Mexico in order to permit all payments to be made under the Notes in
accordance with their terms including, without limitation, causing that payments made pursuant to
the Notes be included in Mexico’s Annual Federal Budget.
(l) Mexico will notify the Comisión Nacional Bancaria y de Valores (the “National Banking
and Securities Commission”) of the offering of the Notes, in accordance with the Mexican
Securities Market Law.
(m) So long as any of the Notes are outstanding, Mexico shall cause to be furnished to each
Agent such information and publicly available documents relating to the finances, operations and
affairs of Mexico, the Registration Statement, the Prospectus, and any amendments thereof or
supplements thereto, any Issuer Free Writing Prospectus, the Fiscal Agency Agreement, the
Authorization, the Notes, this Agreement and the performance by Mexico and the Agents of their
respective obligations hereunder and thereunder as such Agent may from time to time and at any time
prior to the termination of this Agreement reasonably request in connection with its customary
investigation of Mexico and the Notes.
(n) Unless otherwise specified in the applicable Terms Agreement, Mexico shall, whether or not
any sale of the Notes is consummated, pay all expenses incident to the performance of its
obligations under this Agreement and any Terms Agreement, including the fees and disbursements of
its counsel, the cost of printing or other production and delivery of the Registration Statement,
the Prospectus, all amendments thereof and supplements thereto, the cost of preparing, printing,
packaging and delivering the Notes, the fees and disbursements, other than the fees and
disbursements of your counsel, incurred in compliance with Section 4(h), the fees and disbursements
of the Fiscal Agent, the fees of any agency that rates the Notes and the filing fees incident to
any required review by the National Association of Securities Dealers, Inc. of the terms of the
sale of the Notes.
(o) As soon as is reasonably practicable but not later than ten months after the close of each
fiscal year of Mexico beginning with the 2007 fiscal year, Mexico will file an Annual Report on
Form 18-K with the Commission.
(p) Mexico will file Reports on Form 18-K/A amending its Annual Report on Form 18-K to add
such exhibits as agreed by Mexico with the Securities and Exchange Commission pursuant to the
letter dated November 15, 1993, as and if amended or supplemented.
(q) As soon as practicable after the occurrence of a material adverse development in the
affairs of Mexico, Mexico will incorporate into the Registration Statement
13
disclosure regarding
such material adverse development by filing a Report on Form 18-K/A amending its Annual Report on
Form 18-K.
(r) Each acceptance by Mexico of an offer to purchase Notes will be deemed to be an
affirmation that its representations and warranties contained in this Agreement are true and
correct at the time of such acceptance, as though made at and as of such time, and a covenant that
such representations and warranties will be true and correct at the time of delivery to the
purchaser of the Notes relating to such acceptance, as though made at and as of such time (it
being understood that for purposes of the foregoing affirmation and covenant such
representations and warranties shall relate to the Registration Statement and Prospectus as amended
or supplemented at each such time). Each such acceptance by Mexico of an offer for the purchase of
Notes shall be deemed to constitute an additional representation, warranty and agreement by Mexico
that, as of the settlement date for the sale of such Notes, after giving effect to the issuance of
such Notes, of any other Notes to be issued on or prior to such settlement date and of any other
Securities to be issued and sold by Mexico on or prior to such settlement date, the aggregate
amount of Securities (including any Notes) which have been issued and sold by Mexico will not
exceed the amount of Securities registered pursuant to the Registration Statement. Mexico will
inform you promptly upon your request of the aggregate amount of Securities registered under the
Registration Statement which remain unsold.
(s) Each time that the Registration Statement or the Prospectus is amended or supplemented
(other than by an amendment or supplement relating to any offering of Securities other than the
Notes or providing solely for the specification of or a change in the maturity dates, the interest
rates, the issuance prices or other terms of any Notes sold pursuant hereto), Mexico will deliver
or cause to be delivered promptly to each of you certificates of an official named in a certificate
of delegation of authority, dated the date of the effectiveness of such amendment or the date of
the filing of such supplement, in form reasonably satisfactory to you, of the same tenor as the
certificates referred to in Sections 5(f) and 5(g) with such changes as may be necessary to reflect
any amended and supplemental financial information including or incorporated by reference in the
Registration Statement and the Prospectus as amended and supplemented to the date of such
certificate.
(t) Each time that the Registration Statement or the Prospectus is amended or supplemented
(other than by an amendment or supplement (i) relating to any offering of Securities other than the
Notes, (ii) providing solely for the specification of or a change in the maturity dates, the
interest rates, the issuance prices or other terms of any Notes sold pursuant hereto or (iii)
setting forth or incorporating by reference financial, economic, statistical or other information,
unless, in the case of clause (iii) above, in the reasonable judgment of any of you, such
financial, economic, statistical or other information is of such a nature that an opinion of
counsel should be furnished), Mexico shall furnish or cause to be furnished promptly to each of you
a written opinion of the Fiscal Attorney or the Deputy Federal Fiscal Attorney for Financial
Affairs of the Federation of Mexico, the Deputy Director General of Legal Procedures of Credit of
the Ministry of Finance and Public Credit or such other counsel as is satisfactory to each of you,
dated the date of the effectiveness of such amendment or the date of the filing of such supplement,
in form satisfactory to each of you, of the same tenor as the opinion referred to in Section 5(b)
but modified to relate to the Registration Statement and the Prospectus as amended and supplemented
to the time of the effectiveness of such amendment or the filing of such supplement or, in lieu of
such opinion, counsel last furnishing such an opinion to you may
14
furnish each of you with a letter
to the effect that you may rely on such last opinion to the same extent as though it were dated the
date of such letter authorizing reliance (except that statements in such last opinion will be
deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to
the time of the effectiveness of such amendment or the filing of such supplement).
(u) During the period, if any, specified in any Terms Agreement, Mexico shall not, without the
prior consent of the Purchaser thereunder, offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce the offering of, any debt securities
constituting External Indebtedness of Mexico (other than any External Indebtedness with an original
maturity of one year or less, the Notes being sold pursuant to such Terms Agreement and any other
debt securities described in such Terms Agreement).
(v) Mexico shall not default in its obligations to deliver Notes to a purchaser whose offer it
has accepted.
(w) Each time Mexico issues Notes hereunder and under the Fiscal Agency Agreement, such
issuance will comply with, and will be within the limits set forth in, Mexico’s Federal Revenue Law
for the respective year.
(x) Unless otherwise set forth in the applicable Pricing Supplement, Mexico will apply to list
the Notes on the Luxembourg Stock Exchange and to have the Notes admitted for trading on the Euro
MTF market, the alternative market of the Luxembourg Stock Exchange, and will use its best efforts
to furnish to such Exchange all documents, information and undertakings that may be reasonably
necessary in order to effect such listing and to cause such listing to be continued so long as any
of the Notes remains outstanding.
(y) Neither Mexico nor any person acting on its behalf will engage in any directed selling
efforts in the United States with respect to Notes which are to be offered and sold pursuant to a
Non-U.S. Offering.
(z) In respect of any Notes which must be redeemed before the first anniversary of the date of
their issue, Mexico will issue such Notes only if the following conditions apply (or the Notes can
otherwise be issued without contravention of Section 19 of the FSMA): (i) each relevant Agent
represents, warrants and agrees as to the terms set forth with respect to such Notes pursuant to
Section 3(b); and (ii) the redemption value of each such Note is not less than £100,000 (or an
amount of equivalent value denominated wholly or partly in a currency other than sterling), and no
part of any Note may be transferred unless the redemption value of that part is not less than
£100,000 (or such an equivalent amount).
5. Conditions to the Obligations of the Agents. The obligations of each Agent to
solicit offers to purchase the Notes shall be subject to the accuracy of the representations and
warranties on the part of Mexico contained herein as of the Execution Date, on the Effective Date,
when any supplement to the Prospectus is filed with the Commission and as of each Closing Date, to
the accuracy in all material respects of the statements of Mexico made in any certificates pursuant
to the provisions hereof, to the performance by Mexico of its obligations hereunder and to the
following additional conditions:
15
(a) No stop order suspending the effectiveness of the Registration Statement shall have been
issued and no proceedings for that purpose shall have been instituted or threatened;
(b) Mexico shall have furnished to each Agent an opinion, in form and substance reasonably
satisfactory to the Agents, of the Fiscal Attorney or the Deputy Federal Fiscal Attorney for
Financial Affairs of the Federation dated the Execution Date (or, in the case of any applicable
Terms Agreement, of either the Fiscal Attorney of the Federation, the Deputy Federal Fiscal
Attorney for Financial Affairs of the Federation or the Deputy Director General of
Legal Procedures of Credit of the Ministry of Finance and Public Credit dated as of the
Closing Date) to the effect that:
(i) pursuant to Mexico’s Constitution and other Mexican laws and regulations, and in
particular to Article 4, fraction I, and Article 5, fractions I, II and III of the General
Law of Public Debt, Mexico has full power and authority to perform and comply with the terms
and provisions of this Agreement, the Fiscal Agency Agreement, the Authorization and, if the
opinion is being given pursuant to Section 2(b) hereof on account of Mexico having entered
into a Terms Agreement, the applicable Terms Agreement; this Agreement, the Fiscal Agency
Agreement, the Authorization and any applicable Terms Agreement have been duly authorized,
executed and delivered by Mexico and, assuming that each of this Agreement, any applicable
Terms Agreement, the Fiscal Agency Agreement and the Authorization constitutes a valid and
legally binding agreement under New York law, each of this Agreement, any applicable Terms
Agreement, the Fiscal Agency Agreement and the Authorization constitutes a valid and legally
binding agreement, enforceable in accordance with its respective terms;
(ii) pursuant to Mexico’s Constitution and other Mexican laws and regulations, and in
particular to Article 5 of the General Law of Public Debt, Mexico has full power and
authority to enter into, perform and comply with the terms and provisions of the Notes; the
Notes have been duly authorized in accordance with the laws of Mexico; when executed, issued
and delivered in accordance with the laws of Mexico, authenticated in accordance with the
provisions of the Fiscal Agency Agreement and the Authorization and delivered to and paid
for by the purchasers thereof in accordance with the terms hereof and the terms of any
applicable Terms Agreement, the Notes will constitute valid, legally binding, direct,
general and unconditional External Indebtedness (as defined herein) of Mexico enforceable in
accordance with their terms and entitled to the benefits of the Fiscal Agency Agreement;
such obligations shall not in any way be legally affected or impaired as a result of any use
to be made by Mexico of the proceeds received by it from the sale of the Notes; and the
Notes will rank pari passu, without any preference among themselves, with
all other unsecured and unsubordinated External Indebtedness of Mexico;
(iii) neither the execution and delivery of the Fiscal Agency Agreement, the
Authorization, the Notes, this Agreement or any applicable Terms Agreement, nor the
consummation of the transactions therein or herein contemplated nor compliance with the
terms and provisions thereof or hereof, including performance of each of the obligations
contained therein or herein (A) will conflict with, violate or result in a breach of the
Political Constitution of Mexico or any law, rule or regulation of or applicable to Mexico
16
(including without limitation the Federal Revenue Law for the Fiscal Year 2008, in
particular, Article 2, second paragraph, concerning the authorization given to the Executive
Branch to contract for the issuance of securities on foreign markets, for the purposes of
exchanging or refinancing Mexico’s external indebtedness, and all other provisions included
in such law (or, in the case of any applicable Terms Agreement, the Federal Revenue Law for
the year of the Closing Date)), (B) will conflict with or result in a breach of any of the
terms, conditions or provisions of any treaty, convention, material agreement or material
instrument to which Mexico is a party or by which Mexico is bound or constitute a default
thereunder or (C) will result in the creation or imposition of
any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the
revenues or assets of Mexico under any such agreement or instrument;
(iv) the Registration Statement and the Prospectus and their filing with the Commission
have been duly authorized by Mexico, and the Registration Statement, as amended, has been
duly executed by and on behalf of Mexico; the information in the Registration Statement and
the Prospectus stated on the authority of public officials of Mexico has been stated in
their official capacities thereunto duly authorized by Mexico; and all statements with
respect to or involving matters of Mexican law set forth in the Registration Statement and
the Prospectus are true and correct in all material respects;
(v) all authorizations, approvals and consents (which shall be specified in such
opinion and certified copies of which shall be furnished to the United States counsel to the
Agents and the Mexican counsel to the Agents) from and registrations with all governmental
authorities in Mexico that are necessary for the execution and delivery of this Agreement,
the Fiscal Agency Agreement, the Authorization and any applicable Terms Agreement, and for
the execution, issuance, sale and delivery of the Notes hereunder and the performance by
Mexico of the covenants contained in this Agreement, the Fiscal Agency Agreement, the
Authorization, any applicable Terms Agreement and the Notes have been obtained and are in
full force and effect; once the Notes are issued, a notice is required to be filed by Mexico
with the National Banking and Securities Commission; provided, however, that
the failure to effect such notice shall not affect Mexico’s obligations under the Notes; all
necessary action by Mexico in connection with the Notes has been duly taken, including the
issuance of the Decrees of the President of Mexico to the Ministry of Finance and Public
Credit with respect to the issuance of the Notes, dated December 29, 2004 and December 19,
2007;
(vi) under the laws of Mexico, specifically in accordance with Articles 3 and 4 of the
Federal Code of Civil Procedures of Mexico, neither Mexico nor any of its properties has,
with respect to any action, claim or proceeding arising out of or based upon this Agreement,
the Fiscal Agency Agreement, the Authorization or any applicable Terms Agreement regarding
the execution, issuance, sale and delivery of the Notes, any immunity from jurisdiction of
any court or from set-off or any legal process (whether through service or notice,
attachment prior to judgment, attachment in aid of execution or otherwise), except that
under Article 4 of the Federal Code of Civil Procedures of Mexico, attachment prior to
judgment or attachment in aid of execution will not be enforced by Mexican courts against
the property of Mexico;
17
(vii) the choice of New York law in this Agreement, the Fiscal Agency Agreement
(including the Authorization pursuant thereto), any applicable Terms Agreement and the Notes
is a valid choice of law and, accordingly, would be recognized and applied by the courts of
Mexico if this Agreement, the Fiscal Agency Agreement, the Authorization, any applicable
Terms Agreement or the Notes or any claim made thereunder is brought before any such court
(provided that in any proceedings in Mexico for the enforcement of this Agreement, the
Fiscal Agency Agreement, the Authorization, any applicable Terms Agreement or the Notes, a
Mexican court would apply Mexican procedural law); the irrevocable submission of Mexico
pursuant to Section 15 hereof and Section 12 of the Fiscal Agency Agreement to the
jurisdiction of any state or federal court in The Borough of Manhattan, The City of New York, in respect of any action by
any Agent, or by any persons controlling such Agent, arising out of or based upon this
Agreement or any action brought by any of the holders of Notes or the Fiscal Agent arising
out of or based upon the Fiscal Agency Agreement, as the case may be, and the waiver by
Mexico of any objection to the venue of any such proceeding in any such court are legal,
valid and binding according to Article 566 of the Federal Code of Civil Procedures of
Mexico; the waiver by Mexico pursuant to Section 15 hereof and Section 12 of the Fiscal
Agency Agreement of any immunity to jurisdiction or sovereign immunity to which it may
otherwise be entitled (excluding, in respect of actions brought against Mexico, attachment
prior to judgment or attachment in aid of execution, as set forth in Article 4 of the
Federal Code of Civil Procedures) with respect to any action, claim or proceeding arising
out of or based upon this Agreement, any applicable Terms Agreement, the Fiscal Agency
Agreement or the Notes, as the case may be, or to any right to which it may be entitled,
based upon place of residence or domicile, is legal, valid and binding; the appointment of
Mexico’s Consul General in The City of New York as agent to receive service of process on
behalf of Mexico for the purposes described in Section 15 hereof and Section 12 of the
Fiscal Agency Agreement is legal, valid and binding; service of process effected in the
manner set forth in Section 15 hereof and Section 12 of the Fiscal Agency Agreement,
assuming its validity under New York law, will be effective, to confer valid personal
jurisdiction over Mexico;
(viii) in accordance with article 104, fracción III of the Constitution of Mexico, any
action against Mexico arising out of or based on the Notes, or arising out of or based on
this Agreement or any applicable Terms Agreement, may be instituted by the holders of the
Notes or by the Agents, as the case may be, in any competent court in Mexico; any judgment
obtained in a New York state or federal court sitting in The Borough of Manhattan, The City
of New York, arising out of or in relation to the obligations of Mexico under this
Agreement, any applicable Terms Agreement or the Notes, as the case may be, would be
enforceable, subject to the limitations described in clause (vi) above, against Mexico in
the courts of Mexico pursuant to Articles 569 and 571 of the Federal Code of Civil
Procedures of Mexico and Article 1347A of the Commerce Code, which provide, inter
alia, that any judgment rendered outside Mexico may be enforced by Mexican courts,
provided that:
(A) such judgment is obtained in compliance with the legal requirements of the
jurisdiction of the court rendering such judgment and in
18
compliance with all legal
requirements of this Agreement, any applicable Terms Agreement or the Notes, as the
case may be;
(B) such judgment is strictly for the payment of a certain sum of money,
provided that, under the Mexican Monetary Law, payments which should be made in
Mexico in foreign currency, whether by agreement or upon a judgment of a Mexican
court, may be discharged in Mexican currency at a rate of exchange for such currency
prevailing at the time of payment;
(C) service of process was made personally on Mexico or on the appropriate
process agent;
(D) such judgment does not contravene Mexican public policy or laws;
(E) the applicable procedure under the laws of Mexico with respect to the
enforcement of foreign judgments (including the issuance of a letter rogatory by the
competent authority of such 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), is complied with;
(F) such judgment is final in the jurisdiction where obtained;
(G) the action in respect of which such judgment is rendered is not the subject
matter of a lawsuit among the same parties pending before a Mexican court; and
(H) the courts of such jurisdiction recognize the principles of reciprocity in
connection with the enforcement of foreign judgments in such jurisdiction;
(ix) to ensure the legality, validity, enforceability or admissibility in evidence of
this Agreement, the Fiscal Agency Agreement (including the Authorization pursuant thereto),
any applicable Terms Agreement or the Notes, it is not necessary that this Agreement, the
Fiscal Agency Agreement (including the Authorization pursuant thereto), any applicable Terms
Agreement or the Notes or any other document be filed, registered or recorded with, or
executed or notarized before, any court or other authority in Mexico, or that any
registration charge or stamp or similar tax be paid on or in respect of this Agreement, the
Fiscal Agency Agreement, the Authorization, any applicable Terms Agreement or the Notes, or
any other document, provided that, in the event any legal proceedings are brought in
any court of Mexico, a Spanish translation of the documents required in such proceedings
prepared by a court-appointed translator would, pursuant to Article 271 of the Federal Code
of Civil Procedures of Mexico, have to be approved by such court after the defendant had
been given an opportunity for a hearing as to the accuracy of such translation, and
proceedings would thereafter be based upon such translation;
19
(x) pursuant to article 5, fraction II, second paragraph, of the General Law of Public
Debt and article 196, fraction I, in relation with article 179 of the Income Tax Law,
payments of principal or interest in respect of the Notes will be exempt from any
withholding tax, provided that such Note is directly held by an individual or corporation
who is not a resident of Mexico for tax purposes and that such Note is not held through a
permanent establishment for tax purposes in Mexico to which such principal or interest
payments are attributable, and the Note is not paid in Mexico; Mexico does not impose any
stamp, registration or similar taxes payable by a foreign holder in connection with the
purchase, ownership or disposition of the Notes; there is no stamp, income, registration,
withholding or similar taxes imposed by Mexico or any political subdivision thereof by cause
of the delivery, execution or enforcement of this Agreement, any applicable Terms Agreement,
the Fiscal Agency Agreement, the Authorization or the Notes.
(xi) this Agreement, the Fiscal Agency Agreement, the Authorization, any applicable
Terms Agreement and the Notes are in proper legal form under the laws of Mexico for the
enforcement thereof against Mexico under the laws of Mexico, provided that, in the
event any legal proceeding is brought in any court of Mexico, a Spanish translation of the
documents required in such proceedings prepared by a court-appointed translator would,
pursuant to Article 271 of the Federal Code of Civil Procedures of Mexico, have to be
approved by such court after the defendant had been given an opportunity for a hearing as to
the accuracy of such translation, and proceedings would thereafter be based upon such
translation; and
(xii) the information contained in the Prospectus Supplement under the caption
“Taxation—Mexican Taxation” fairly summarizes the provisions of Mexican tax law therein
described.
In rendering such opinion, such counsel may rely, without independent investigation on its part, as
to all matters governed by United States Federal and New York law upon the opinion or opinions
referred to under subsection (c) below;
(c) Each Agent shall have received from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, United States
counsel to Mexico, such opinion or opinions, dated the Execution Date in form and substance
reasonably satisfactory to the Agents, to the effect that:
(i) this Agreement and any applicable Terms Agreement have been duly executed and
delivered by Mexico;
(ii) the Fiscal Agency Agreement and the Authorization have been duly executed and
delivered by Mexico and, assuming due authorization, execution and delivery of the Fiscal
Agency Agreement by the Fiscal Agent, are valid, binding and enforceable obligations of
Mexico, (A) subject to applicable bankruptcy, insolvency and similar laws affecting
creditors’ rights generally and to general principles of equity and (B) subject to possible
judicial action giving effect to foreign governmental actions or foreign laws affecting
creditors’ rights;
(iii) assuming due authorization, execution and delivery by Mexico of each
Sub-Authorization required by the Authorization and of the Notes against payment
20
therefor,
and assuming due authentication, execution and delivery of the Notes by the Fiscal Agent,
the Notes will be the valid, binding and enforceable obligations of Mexico, entitled to the
benefits of the Fiscal Agency Agreement, (A) subject to applicable bankruptcy, insolvency
and similar laws affecting creditors’ rights generally and to general principles of equity
and (B) subject to possible judicial action giving effect to foreign governmental actions or
foreign laws affecting creditors’ rights;
(iv) the issuance and sale of the Notes by Mexico pursuant to this Agreement and any
applicable Terms Agreement and the performance by Mexico of its obligations in this
Agreement, the Fiscal Agency Agreement, the Notes and the Authorization do not require any
consent, approval, authorization, registration or qualification of or with any governmental
authority of the United States or the State of New York that in such counsel’s experience is
normally applicable in relation to transactions of the type contemplated by this Agreement,
the Fiscal Agency Agreement, the Authorization and the Notes, except such as have been obtained or effected under the Act and such
consents, approvals, authorizations, registrations or qualifications as may be required
under state securities or Blue Sky laws in connection with the purchase and distribution of
the Notes under this Agreement (as to which such counsel need express no opinion);
(v) under the laws of the State of New York relating to submission to jurisdiction,
Mexico has pursuant to Section 15 hereof validly and irrevocably submitted to the
jurisdiction of any state or federal court located in The Borough of Manhattan, The City of
New York, in any action arising out of or based upon this Agreement, has to the fullest
extent permitted by applicable law validly and irrevocably waived any objection to the venue
of any such action in any such court, and has validly and irrevocably appointed its Consul
General in The City of New York as its authorized agent for the purpose described in Section
15 hereof; service of process effected in the manner set forth in Section 15 hereof will be
effective to confer valid personal jurisdiction over Mexico in any such action; and the
waiver by Mexico pursuant to Section 15 hereof of any immunity to jurisdiction to which it
may otherwise be entitled (including sovereign immunity and immunity from pre-judgment
attachment, post-judgment attachment and execution) is valid and binding under New York and
federal law, subject to the limitations imposed by the United States Foreign Sovereign
Immunities Act of 1976;
(vi) in the case of Notes sold in a Non-U.S. Offering pursuant to a Terms Agreement, no
registration of the Notes under the Act and no qualification of an indenture under the Trust
Indenture Act of 1939, as amended, of the United States of America are required for the
offer and sale of the Notes in the manner contemplated by the Prospectus, the applicable
Terms Agreement and this Agreement; in rendering such opinion, such counsel may assume the
accuracy of the representations and warranties, and compliance with agreements, contained in
this Agreement and the applicable Terms Agreement;
(vii) the statements set forth under the heading “Description of the Notes” in the
Prospectus Supplement and “Description of the Securities—Debt Securities” in the
Prospectus, insofar as such statements purport to summarize certain provisions of the Notes
and the Fiscal Agency Agreement, provide a fair summary of such provisions; and
21
(viii) the description of U.S. Federal tax consequences set forth under the caption
“Taxation—United States Federal Taxation” in the Prospectus Supplement, insofar as such
description purports to summarize federal laws of the United States referred to thereunder,
constitutes a fair summary of the principal U.S. Federal tax consequences of an investment
in the Notes.
In rendering such opinion, such counsel may state that (x) they have assumed that any documents
referred to in their opinion and executed by Mexico have been duly authorized, executed and
delivered pursuant to Mexican law; and (y) they have assumed that Mexico and each other party to
such agreement or obligation has satisfied those legal requirements that are applicable to it to
the extent necessary to make such agreement or obligation enforceable against it (except that no
such assumption is made as to Mexico regarding matters of the federal law of the United States of
America or the law of the State of New York that in such counsel’s experience are normally
applicable with respect to such agreement or obligation). In addition, such counsel shall have
furnished to each Agent a letter, dated the Execution Date, to the effect that:
(i) the Registration Statement, at the time it became effective, and the Prospectus, as
of the date thereof, appeared on their face to be appropriately responsive in all material
respects to the requirements of the Act and the rules and regulations thereunder;
(ii) no information has come to such counsel’s attention that causes such counsel to
believe that the Registration Statement, at the time it became effective, contained an
untrue statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not misleading;
(iii) no information has come to such counsel’s attention that causes such counsel to
believe that the Prospectus, as of the date thereof and the Execution Date, contained an
untrue statement of a material fact or omitted to state a material fact necessary to make
the statements therein, in the light of the circumstances under which they were made, not
misleading; and
(iv) the Registration Statement is effective under the Act and, to the best of such
counsel’s knowledge, no stop order with respect thereto has been issued, or proceeding for
that purpose has been instituted or threatened, by the Commission.
Such counsel may state that in connection with the foregoing statements it expresses no view as to
the financial and statistical data included in the Prospectus and the Registration Statement,
including the mining or petroleum reserve or production information therein, nor the information
included therein under the heading “Plan of Distribution—Distribution” in the Prospectus
Supplement and under the caption “Plan of Distribution” in the Basic Prospectus. Such counsel may
also state that they are not passing upon and do not assume any responsibility for the accuracy,
completeness or fairness of the statements contained in the Registration Statement or the
Prospectus (except to the extent expressly set forth in subsection (vii) or (viii) above) and that
such counsel makes no representation that such counsel has independently verified the accuracy,
completeness and fairness of such statements (except as aforesaid);
22
(d) Each Agent shall have received from the Mexican counsel to the Agents, an opinion, dated
the Execution Date, in form and substance reasonably satisfactory to the Agents. In rendering such
opinion, such Mexican counsel to the Agents may rely, without independent investigation on its
part, as to all matters governed by United States Federal and New York law upon the opinion of the
United States counsel to the Agents described in subsection (e) of this Section 5;
(e) Each Agent shall have received from the United States counsel to the Agents, such opinion
or opinions, dated the Execution Date, with respect to the issuance and sale of the Notes, the
Fiscal Agency Agreement, the Authorization, the Registration Statement, the Prospectus (together
with any supplement thereto) and other related matters as the Agents may reasonably require, and
Mexico shall have furnished to such counsel such documents as they request for the purpose of
enabling them to pass upon such matters. In rendering such opinion, such United States counsel to
the Agents may rely, without independent investigation on its part, as to matters governed by
Mexican law upon the opinion of the Fiscal Attorney of the Federation, the Deputy Federal Fiscal
Attorney for Financial Affairs of the Federation or the Deputy Director General of Legal Procedures
of Credit of the Ministry of Finance and Public Credit described in subsection (b) of this Section
5 and the opinion of the Mexican counsel to the Agents described in subsection (d) of this Section
5;
(f) Mexico shall have furnished to each Agent a certificate, signed by an official named in
the Delegation of Authority, dated the Execution Date, to the effect that the signer of such
certificate has carefully examined the Registration Statement, the Prospectus, any supplement to
the Prospectus and this Agreement and that:
(i) the representations and warranties of Mexico in this Agreement are true and correct
in all material respects on and as of such date with the same effect as if made on such
date;
(ii) Mexico has complied with all the agreements and satisfied all the conditions on
its part to be performed or satisfied as a condition to the obligation of the Agents to
solicit offers to purchase the Notes;
(iii) no stop order suspending the effectiveness of the Registration Statement has been
issued and no proceedings for that purpose have been instituted or, to the best of Mexico’s
knowledge, threatened; and
(iv) since the respective dates as of which information is given in the Prospectus as
amended or supplemented there has been no material adverse change in or affecting the
financial, economic, political or other condition of Mexico except as set forth in or
contemplated by the Registration Statement and the Prospectus.
(g) An official named in the Delegation of Authority shall have furnished to each Agent a
certificate, dated the Execution Date, to the effect that as of its effective date, the
Registration Statement and any further amendment thereto made by Mexico prior to the Execution Date
did not contain an untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein not misleading and that, as of their respective dates, the
Prospectus and any further amendment or supplement thereto made by Mexico prior to the Execution Date did not contain an untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in light of the circumstances under which
they were made, not misleading and that, as of the Execution Date, neither the Registration
Statement nor the Prospectus or any further amendment or supplement thereto made by Mexico prior to
23
the Execution Date contains an untrue statement of a material fact or omits to state a material
fact necessary to make the statements therein, in light of the circumstances under which they were
made, not misleading; provided, however, that the foregoing certification shall not
apply to any statements in or omissions from the Registration Statement or the Prospectus or any
amendment or supplement thereto made in reliance upon and in conformity with information furnished
to Mexico in writing by the Agents expressly for use in the Registration Statement or the
Prospectus or any amendment or supplement thereto; and
(h) Prior to the Execution Date, Mexico shall have furnished to each Agent such further
information, certificates and documents as the Agents may reasonably request and the opinions and
certificates mentioned above or elsewhere in this Agreement shall be in all material respects
reasonably satisfactory in form and substance to the Agents and counsel for the Agents.
The documents required to be delivered by this Section 5 shall be delivered at the office of
the United States counsel to Mexico, Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx, Xxx
Xxxx, Xxx Xxxx 00000.
6. Conditions to the Obligations of a Purchaser. The obligations of a Purchaser to
purchase any Notes will be subject to the accuracy of the representations and warranties on the
part of Mexico herein as of the date of the related Terms Agreement and as of the Closing Date for
such Notes, to the performance and observance by Mexico of all covenants and agreements herein
contained on its part to be performed and observed and to the following additional conditions
precedent:
(a) No stop order suspending the effectiveness of the Registration Statement shall have been
issued and no proceedings for that purpose shall have been instituted or threatened;
(b) In the case of Notes to be resold by the Purchaser at a fixed public offering price or,
unless the Terms Agreement otherwise so states, in the case of Notes to be resold by the Purchaser
at varying prices as agreed to between Mexico and the Purchaser in a Terms Agreement, the Purchaser
shall have received, appropriately updated, (i) the opinion of either the Fiscal Attorney of the
Federation, the Deputy Federal Fiscal Attorney for Financial Affairs of the Federation or the
Deputy Director General of Legal Procedures of Credit of the Ministry of Finance and Public Credit,
dated as of the Closing Date, to the effect set forth in Section 5(b), (ii) the opinion and letter
of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, United States counsel to Mexico, dated as of the Closing
Date, to the effect set forth in Section 5(c) and to the effect that no information has come to
such counsel’s attention that causes it to believe that the Time of Sale Information (except the
financial and statistical data (including the mining and petroleum reserve and production data)
included therein, as to which such counsel need express no view), as of the Time of Sale and the
Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to
state a material fact necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, (iii) the opinion of
24
Mexican counsel to the Agents, dated as of the Closing Date, to the effect set forth in
Section 5(d) and to the effect that such counsel has no reason to believe that the Time of Sale
Information (except the financial and statistical data (including the mining and petroleum reserve
and production data) included therein), as of the Time of Sale and the Closing Date, contained or
contains an untrue statement of a material fact or omitted to state any material fact necessary in
order to make the statements therein, in the light of the circumstances under which they were made,
not misleading; (iv) the opinion of United States counsel to the Agents, dated as of the Closing
Date, to the effect set forth in Section 5(e) and to the effect that such counsel has no reason to
believe that the Time of Sale Information (except the financial and statistical data (including the
mining and petroleum reserve and production data) included therein), as of the Time of Sale and the
Closing Date, contained or contains an untrue statement of a material fact or omitted to state any
material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; (v) the certificate of an official named in the
Delegation of Authority, dated as of the Closing Date, to the effect set forth in Section 5(f); and
(vi) the certificate of an official named in the Delegation of Authority, dated as of the Closing
Date, to the effect set forth in Section 5(g) and to the effect that as of the Time of Sale, the
Time of Sale Information and any further amendment or supplement thereto made by Mexico did not
contain an untrue statement of a material fact or omit to state a material fact necessary to make
the statements therein not misleading; provided, however, that the foregoing certification shall
not apply to any statements in or omissions from the Time of Sale Information or any amendment or
supplement thereto made in reliance upon and in conformity with information furnished to Mexico in
writing by the applicable Purchaser or Purchasers expressly for use in the Time of Sale Information
or any amendment or supplement thereto; and
(c) Prior to the Closing Date, Mexico shall have furnished to the Purchaser such further
information, certificates and documents as the Purchaser may reasonably request.
If any of the conditions specified in this Section 6 shall not have been fulfilled in all
material respects when and as provided in this Agreement and the applicable Terms Agreement, or if
any of the opinions and certificates mentioned above or elsewhere in this Agreement or such Terms
Agreement and required to be delivered to the Purchaser pursuant to the terms hereof or thereof
(other than any such opinions or certificates delivered to and accepted by the Agents prior to the
date of the applicable Terms Agreement) shall not be in all material respects reasonably
satisfactory in form and substance to the Purchaser and its counsel, such Terms Agreement and all
obligations of the Purchaser thereunder and with respect to the Notes subject thereto may be
canceled at, or at any time prior to, the respective Closing Date by the Purchaser. Notice of such
cancellation shall be given to Mexico in writing or by telephone or telegraph confirmed in writing.
7. Right of Person Who Agreed to Purchase to Refuse to Purchase. (a) Mexico agrees
that any person who has agreed to purchase and pay for any Note pursuant to a solicitation by any
of the Agents shall have the right to refuse to purchase such Note if, at the Closing Date
therefor, any condition set forth in Sections 5 or 6, except for Sections 6(b) and 6(c), shall not
have been satisfied.
(b) Mexico agrees that any person who has agreed to purchase and pay for any Note pursuant to
a solicitation by any of the Agents shall have the right to refuse to purchase such Note if,
subsequent to the agreement to purchase such Note, any change, condition or
25
development specified
in Section 9(b)(ii) shall have occurred (with the judgment of the Agent which presented the offer
to purchase such Note being substituted for any judgment of a Purchaser required therein) the
effect of which is, in the judgment of the Agent which presented the offer to purchase such Note,
so material and adverse as to make it impractical or inadvisable to proceed with the sale and
delivery of such Note (it being understood that under no circumstance shall any such Agent have any
duty or obligation to Mexico or to any such person to exercise the judgment permitted to be
exercised under this Section 7(b) and Section 9(b)).
8. Indemnification and Contribution. (a) Mexico agrees to indemnify and hold
harmless each of you, the directors, officers, employees and agents of each of you and each person
who controls each of you within the meaning of either the Act or the Exchange Act against any and
all losses, claims, damages or liabilities, joint or several, to which you, they or any of you or
them may become subject under the Act, the Exchange Act or other Federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement, the Prospectus, the Time of
Sale Information (or any part thereof) or any Issuer Free Writing Prospectus or in any amendment
thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse each such indemnified party for any legal or other
expenses, as incurred, reasonably incurred by them in connection with investigating or defending
any such loss, claim, damage, liability or action; provided, however, that Mexico
will not be liable in any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon any such untrue statement or alleged untrue statement or omission or
alleged omission made therein in reliance upon and in conformity with written information furnished
to Mexico by any of you specifically for inclusion therein.
Mexico further agrees to indemnify and hold harmless each Agent against any requirement under
the laws of Mexico to pay any stamp or similar taxes in connection with any issuance of the Notes
to such Agent by Mexico.
(b) Each of you agrees to indemnify and hold harmless Mexico and each of its officials,
including its authorized representative in the United States, who signs the Registration Statement
to the same extent as the foregoing indemnity from Mexico to you, but only with reference to
written information relating to such of you furnished to Mexico by such of you specifically for
inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will
be in addition to any liability which you may otherwise have.
(c) Promptly after receipt by an indemnified party under this Section 8 of notice of the
commencement of any action, such indemnified party will, if a claim in respect thereof is to be
made against the indemnifying party under this Section 8, notify the indemnifying party in writing
of the commencement thereof; but the failure so to notify the indemnifying party (i) will not
relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not
otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event,
relieve the indemnifying party from any obligations to any indemnified party other than the
indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall
26
be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense
to represent the indemnified party in any action for which indemnification is sought (in which case
the indemnifying party shall not thereafter be responsible for the fees and expenses of any
separate counsel retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be satisfactory to the indemnified
party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the
indemnified party in an action, the indemnified party shall have the right to employ separate
counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs
and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to
represent the indemnified party would present such counsel with a conflict of interest, (ii) the
actual or potential defendants in, or targets of, any such action include both the indemnified
party and the indemnifying party and the indemnified party shall have reasonably concluded that
there may be legal defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party, (iii) the indemnifying party shall
not have employed counsel satisfactory to the indemnified party to represent the indemnified party
within a reasonable time after notice of the institution of such action or (iv) the indemnifying
party shall authorize the indemnified party to employ separate counsel at the expense of the
indemnifying party. The indemnifying party shall not be liable for any settlement of any
proceeding effected without its written consent, which consent will be not unreasonably withheld.
An indemnifying party will not, without the prior written consent of the indemnified parties,
settle or compromise or consent to the entry of any judgment with respect to any pending or
threatened claim, action, suit or proceeding in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified parties are actual or potential parties to
such claim or action) unless such settlement, compromise or consent includes an unconditional
release of each indemnified party from all liability arising out of such claim, action, suit or
proceeding.
(d) In the event that the indemnity provided in paragraph (a) or (b) of this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party for any reason, Mexico and
each of you agree to contribute to the aggregate losses, claims, damages and liabilities (including
legal or other expenses reasonably incurred in connection with investigating or defending same)
(collectively “Losses”) to which Mexico and one or more of you may be subject in such
proportion as is appropriate to reflect the relative benefits received by Mexico and by each of you
from the offering of the Notes from which such Losses arise; provided, however,
that in no case shall any of you be responsible for any amount in excess of the commissions
received by such of you in connection with the sale of Notes from which such Losses arise (or, in
the case of Notes sold pursuant to a Terms Agreement, the aggregate commissions or underwriting
discounts payable pursuant thereto). If the allocation provided by the immediately preceding
sentence is unavailable for any reason, Mexico and each of you shall contribute in such proportion
as is appropriate to reflect not only such relative benefits but also the relative fault of Mexico
and of each of you in connection with the statements or omissions which resulted in such Losses as
well as any other relevant equitable considerations. Benefits received by Mexico shall be deemed
to be equal to the total net proceeds from the offering (before deducting expenses) of the Notes
from which such Losses arise, and benefits received by each of you shall be deemed to be equal to the total commissions received by such of you in
connection with the sale of Notes from which such Losses arise (or, in the case of Notes sold
pursuant to a Terms Agreement, the aggregate commissions or underwriting discounts payable
27
pursuant thereto). Relative fault shall be determined by reference to whether any alleged untrue statement
or omission relates to information provided by Mexico or any of you. Mexico and each of you agree
that it would not be just and equitable if contribution were determined by pro rata
allocation or any other method of allocation which does not take account of the equitable
considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
For purposes of this Section 8, each person who controls any of you within the meaning of the Act
or the Exchange Act and each director, officer, employee and agent of any of you shall have the
same rights to contribution as you and each official of Mexico who shall have signed the
Registration Statement shall have the same rights to contribution as Mexico, subject in each case
to the applicable terms and conditions of this paragraph (d).
9. Termination. (a) This Agreement will continue in effect until terminated as
provided in this Section 9. This Agreement may be terminated either by Mexico as to any Agent or
by any of you insofar as this Agreement relates to any Agent, by giving written notice of such
termination to such Agent or Mexico, as the case may be. This Agreement shall so terminate at the
close of business on the first business day following the receipt of such notice by the party to
whom such notice is given. In the event of such termination, no party shall have any liability to
the other party hereto, except as provided in the fourth paragraph of Section 2(a), Section 4(n),
Section 8 and Section 10.
(b) Each Terms Agreement shall be subject to termination in the absolute discretion of the
Purchaser, by notice given to Mexico prior to delivery of any payment for any Note to be purchased
thereunder, if prior to such time:
(i) In the case of Notes sold pursuant to a Non-U.S. Offering: in the opinion of the
Purchaser (or if there is more than one Purchaser, the lead Purchaser), after consultation
with Mexico, there shall have been such a change in national or international financial,
political or economic conditions or currency exchange rates or exchange controls as would in
its view be likely to prejudice materially the success of the offering and distribution of
the Notes or dealings in the Notes in the secondary market; or
(ii) In the case of Notes sold pursuant to all other offerings:
(A) there shall have occurred, subsequent to the date of such Terms Agreement,
any material adverse change in or affecting the financial, economic, political or
other condition, or foreign exchange controls, of Mexico otherwise than as set forth
in or contemplated by the Prospectus the effect of which is, in the reasonable
judgment of the Purchaser, so material and adverse as to make it impractical or
inadvisable to proceed with the offering or delivery of such Notes, or there shall
have occurred, subsequent to the date of such Terms Agreement, any prospective
material adverse change in or affecting the financial, economic, political or other
condition, or foreign exchange controls, of Mexico, otherwise than as set forth in
or contemplated by the Prospectus, that, in the reasonable judgment of the Purchaser, has had so material and adverse an impact on the
market for Mexico’s securities as to make it impractical or inadvisable to proceed
with the offering or delivery of such Notes;
28
(B) there shall have been, subsequent to the date of such Terms Agreement, (1)
any downgrading in the rating accorded Mexico’s debt securities by Standard & Poor’s
Corporation or, in the event Standard & Poor’s Corporation is no longer rating the
debt securities of Mexico, another nationally recognized statistical rating agency
as reasonably agreed upon by Mexico and the Agents or (2) any public announcement
that the rating of any of Mexico’s debt securities is under surveillance or review,
with possible negative implications, by Standard & Poor’s Corporation or, such other
rating agency, as aforesaid, except that if the applicable Terms Agreement so
specifies, this Section 9(b)(ii)(B) will not apply;
(C) trading in securities generally on the New York Stock Exchange shall have
been suspended or limited or minimum prices shall have been established on such
Exchange;
(D) trading of any securities of Mexico shall have been formally suspended on
any exchange or in any over-the-counter market outside Mexico;
(E) a general moratorium on commercial banking activities in New York or Mexico
shall have been declared by either United States or New York State authorities or
authorities of Mexico, respectively;
(F) a material disruption of the settlement or clearance of debt securities in
the United States, Europe or Mexico shall occur and continue until at least the
business day preceding the applicable Closing Date, and such event shall make it
impractical to proceed with the delivery of such Notes; or
(G) there shall have occurred any outbreak or escalation of hostilities
involving the United States or Mexico or the declaration by the United States or
Mexico of a national emergency or war or other calamity or crisis the effect of
which on financial markets is such as to make it, in the reasonable judgment of the
Purchaser, impracticable or inadvisable to proceed with the offering or delivery of
such Notes as contemplated by the Prospectus.
10. Survival of Certain Provisions. The respective agreements, representations,
warranties, indemnities and other statements of Mexico or its officers and of you set forth in or
made pursuant to this Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of you or Mexico or any of the directors, officers, employees,
agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and
payment for the Notes. The provisions of Sections 4(n) and 8 hereof shall survive the termination
or cancellation of this Agreement. The provisions of this Agreement (including without limitation
Section 7 hereof) applicable to any purchase of a Note for which an agreement to purchase exists
prior to the termination hereof shall survive any termination of this Agreement. If at the time of
termination of this Agreement any Purchaser shall own any Notes with the intention of selling them, the provisions of Section 4 shall remain in effect until
such Notes are sold by the Purchaser.
11. Notices. All communications hereunder will be in writing and effective only on
receipt, and, if sent to any of you, will be mailed, delivered or telexed or telecopied and
29
confirmed to such of you, at the address specified in Annex I hereto; or, if sent to Mexico, will
be mailed, delivered or telexed or telecopied and confirmed to it at:
United Mexican States
Secretaría de Hacienda y Crédito Público
Unidad de Crédito Público
Xxxxxxx Nacional
Patio Central, 3er Piso
Oficina 3010
Colonia Centro
Xxxxxx, X.X. 00000
Xxxxxx
Secretaría de Hacienda y Crédito Público
Unidad de Crédito Público
Xxxxxxx Nacional
Patio Central, 3er Piso
Oficina 3010
Colonia Centro
Xxxxxx, X.X. 00000
Xxxxxx
Facsimile No.: 011-52-55-3688-1156
Attention: Deputy Undersecretary for Public Credit
Attention: Deputy Undersecretary for Public Credit
12. Successors. This Agreement will inure to the benefit of and be binding upon the
parties hereto, their respective successors, the directors, officers, employees, agents and
controlling persons referred to in Section 8 hereof and, to the extent provided in Section 7, any
person who has agreed to purchase Notes, and no other person will have any right or obligation
hereunder.
13. Applicable Law. This Agreement will be governed by and construed in accordance
with the law of the State of New York, except that all matters governing authorization and
execution of this Agreement by Mexico will be governed by the law of Mexico.
14. English Documents. All documents to be delivered under this Agreement by Mexico
shall be in the English language or accompanied by an English translation.
15. Appointment of Agent for Service. Mexico hereby appoints its Consul General in
New York City and his successors as its authorized agent (the “Authorized Agent”) upon whom
process may be served in any action by any Agent, or by any persons controlling such Agent, arising
out of or based upon this Agreement which may be instituted in any state or federal court in The
Borough of Manhattan, The City of New York (the “Specified Courts”). Each of the parties
hereto irrevocably submits to the jurisdiction of the Specified Courts in respect of any such
action, irrevocably waives any objection which it may now or hereafter have to the laying of venue
of any such action in the Specified Courts and waives any right to which it may be entitled on
account of residence or domicile. Mexico will maintain at all times in The Borough of Manhattan,
The City of New York, a person acting as or discharging the function of Consul General as long as
any of the Notes remain outstanding or, if such person shall not be maintained, Mexico will appoint
CT Corporation System to act as its process agent as provided herein. Mexico will take any and all
action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force
and effect as aforesaid. Service of process upon the Authorized Agent at 00 Xxxx 00xx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, and written notice of such service mailed or delivered to Mexico at its
address set forth in Section 11 hereof shall be deemed, in every respect, effective service of
process upon Mexico. Notwithstanding the foregoing, any such action may be instituted in any
30
competent court in Mexico. Mexico hereby irrevocably waives any immunity from jurisdiction to
which it might otherwise be entitled (including sovereign immunity and immunity from pre-judgment
attachment, post-judgment attachment and execution) in any such action in the Specified Courts or
in any competent court in Mexico, except that under Article 4 of the Federal Code of Civil
Procedure of Mexico attachment prior to judgment or attachment in aid of execution will not be
enforced by Mexican courts against property of Mexico.
16. Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall constitute an original but all of which when taken together shall constitute but one
Agreement.
31
IN WITNESS WHEREOF, the parties hereto have caused this Selling Agency Agreement to be duly
executed by their duly authorized officers, all as of the date first above written.
| THE UNITED MEXICAN STATES |
||||
| By: | ||||
| Name: | Xxxxxxx Xxxxxxxxx Regordosa | |||
| Title: | Deputy Undersecretary for Public Credit of the Ministry of Finance and Public Credit |
|||
| CITIGROUP GLOBAL MARKETS INC. | CITIGROUP GLOBAL MARKETS LIMITED | |||||||||
By:
|
By: | |||||||||
| Name: | Name: | |||||||||
| Title: | Title: | |||||||||
| CREDIT SUISSE SECURITIES (USA) LLC | CREDIT SUISSE SECURITIES (EUROPE) LIMITED |
|||||||||
By:
|
By: | |||||||||
| Name: | Name: | |||||||||
| Title: | Title: | |||||||||
| XXXXXXX, SACHS & CO. | XXXXXXX XXXXX INTERNATIONAL | |||||||||
By:
|
By: | |||||||||
| (Xxxxxxx, Sachs & Co.) | Name: | |||||||||
| Title: | ||||||||||
| X.X. XXXXXX SECURITIES INC. | X.X. XXXXXX SECURITIES LTD. | |||||||||
By:
|
By: | |||||||||
| Name: | Name: | |||||||||
| Title: | Title: | |||||||||
32
| XXXXXX BROTHERS INC. | XXXXXX BROTHERS INTERNATIONAL (EUROPE) |
|||||||||
By:
|
By: | |||||||||
| Name: | Name: | |||||||||
| Title: | Title: | |||||||||
| XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED | XXXXXXX XXXXX INTERNATIONAL | |||||||||
By:
|
By: | |||||||||
| Name: | Name: | |||||||||
| Title: | Title: | |||||||||
| XXXXXX XXXXXXX & CO. INCORPORATED | XXXXXX XXXXXXX & CO. INTERNATIONAL PLC | |||||||||
By:
|
By: | |||||||||
| Name: | Name: | |||||||||
| Title: | Title: | |||||||||
| UBS SECURITIES LLC | UBS LIMITED | |||||||||
By:
|
By: | |||||||||
| Name: | Name: | |||||||||
| Title: | Title: | |||||||||
By:
|
By: | |||||||||
| Name: | Name: | |||||||||
| Title: | Title: | |||||||||
33
Annex I
Citigroup Global Markets Inc. |
Citigroup Global Markets Limited | |
000 Xxxxxxxxx Xxxxxx |
Xxxxxxxxx Xxxxxx | |
Xxx Xxxx, XX 00000 |
Canada Square, Xxxxxx Xxxxx | |
| Xxxxxx X00 0XX, Xxxxxxx | ||
Credit Suisse Securities (USA) LLC |
Credit Suisse Securities (Europe) Limited | |
00 Xxxxxxx Xxxxxx |
Xxx Xxxxx Xxxxxx | |
Xxx Xxxx, XX 00000 |
Xxxxxx X00 0XX, Xxxxxxx | |
Xxxxxxx, Sachs & Co. |
Xxxxxxx Xxxxx International | |
00 Xxxxx Xxxxxx |
Xxxxxxxxxxxx Xxxxx | |
Xxx Xxxx, XX 00000 |
000 Xxxxx Xxxxxx | |
| Xxxxxx XX0X 0XX, Xxxxxxx | ||
X.X. Xxxxxx Securities Inc. |
X.X. Xxxxxx Securities Ltd. | |
000 Xxxx Xxxxxx, 0xx Xxxxx |
000 Xxxxxx Xxxx | |
Xxx Xxxx, XX 00000 |
Xxxxxx XX0X 0XX, Xxxxxxx | |
Xxxxxx Brothers Inc. |
Xxxxxx Brothers International (Europe) | |
000 Xxxxxxx Xxxxxx |
00 Xxxx Xxxxxx | |
Xxx Xxxx, XX 00000 |
Xxxxxx Xxxxx | |
| Xxxxxx X00 0XX, Xxxxxxx | ||
Merrill Lynch, Pierce, Xxxxxx & Xxxxx |
Xxxxxxx Xxxxx International | |
Incorporated |
Ropemaker Place | |
4 World Financial Center |
00 Xxxxxxxxx Xxxxxx | |
Xxx Xxxx, XX 00000 |
Xxxxxx XX0X 0XX, Xxxxxxx | |
Xxxxxx Xxxxxxx & Co. Incorporated |
Xxxxxx Xxxxxxx & Co. International plc | |
0000 Xxxxxxxx, 0xx Xxxxx |
00 Xxxxx Xxxxxx | |
Xxx Xxxx, XX 00000 |
Xxxxxx Xxxxx | |
| Xxxxxx X00 0XX, Xxxxxxx | ||
UBS Securities LLC |
UBS Limited | |
000 Xxxxxxxxxx Xxxxxxxxx |
1 Finsbury Avenue | |
Stamford, CT 06912 |
Xxxxxx XX0X 0XX, Xxxxxxx |
34
Exhibit A
[FORM OF TERMS AGREEMENT]
Global Medium-Term Notes, Series A
Due Nine Months or More from the Date of Issue
Due Nine Months or More from the Date of Issue
[TITLE OF ISSUE]
[DATE]
Secretaría de Hacienda y Crédito Público
Unidad de Crédito Público
Xxxxxxx Nacional
Patio Central, 3er Piso
Oficina 3010
Colonia Centro
Xxxxxx, X.X. 00000
Xxxxxx
Unidad de Crédito Público
Xxxxxxx Nacional
Patio Central, 3er Piso
Oficina 3010
Colonia Centro
Xxxxxx, X.X. 00000
Xxxxxx
Subject in all respects to the terms and conditions contained in the Amended and Restated
Selling Agency Agreement dated [ ], 2008 (the “Selling Agency Agreement”),
between the United Mexican States (“Mexico”) and Citigroup Global Markets Inc., Citigroup
Global Markets Limited, Credit Suisse Securities (USA) LLC, Credit Suisse Securities (Europe)
Limited, Xxxxxxx, Xxxxx & Co., Xxxxxxx Sachs International, X.X. Xxxxxx Securities Inc., X.X.
Xxxxxx Securities Ltd., Xxxxxx Brothers Inc., Xxxxxx Brothers International (Europe), Xxxxxxx
Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxxx Xxxxx International, Xxxxxx Xxxxxxx & Co.
Incorporated, Xxxxxx Xxxxxxx & Co. International plc, UBS Securities LLC and UBS Limited, as agents
(the “Agents”), and as modified by the terms and conditions hereof, the undersigned (the
“Managers”) [jointly and severally/severally and not jointly] agree to purchase, and Mexico
agrees to sell, [the principal amount set forth in Annex I hereto of/[AMOUNT] principal amount
of]1 [TITLE OF ISSUE] (the “Notes”) of Mexico, having the terms set forth in the
Pricing Supplement dated the date hereof attached hereto as Annex [I/II] (the “Pricing
Supplement”), at the Purchase Price set forth in the Pricing Supplement. Capitalized terms
used but not defined herein shall have the meanings ascribed to them in the Pricing Supplement and
the Selling Agency Agreement. All of the provisions of the Selling Agency Agreement are
incorporated herein by reference, as modified by the additional terms set forth below:
Closing Date and Time:
| 1 | Include if Purchasers’ obligations are several and not joint. |
A-1
Payment:
|
The Managers will pay or cause to be paid to Mexico the Purchase Price for the Notes (being the aggregate amount payable for the Notes calculated at the Issue Price, plus accrued interest on the Notes, if any from [INSERT DATE], less the discount for the Notes specified in the Pricing Supplement). Such payment shall be made in [CURRENCY] in immediately available funds to an account designated by Mexico. | |
Place of Delivery of Notes:
|
The closing shall be held at the [New York] office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP. | |
Period during which additional Notes
may not be sold pursuant to Section
4(u) of the Selling Agency Agreement:
|
[None.] | |
Force Majeure Provision:
|
___
Section 9(b)(i) of the Selling
Agency Agreement |
|
___ Section 9(b)(ii) of the Selling
Agency Agreement |
||
[Stabilization:
|
The Managers, for their own account (or in the United Kingdom, [UK STABILIZATION AGENT]) may, to the extent permitted by applicable laws, over-allot or effect transactions in the open market or otherwise in connection with the distribution of the Notes with a view to stabilizing or maintaining the market price of the Notes at levels other than those which might otherwise prevail in the open market, but in doing so the Managers shall act as principal and not as agent of Mexico. Such transactions, if commenced, may be discontinued at any time. As between Mexico and the Managers, any loss resulting from stabilization shall be borne, and any profit arising therefrom shall be retained, by the Managers.] | |
Expenses:
|
The Managers have agreed to pay certain of Mexico’s expenses as set out in the letter dated [DATE], signed by Mexico and the Managers. |
A-2
Additional Representations and
Warranties of Mexico:
|
(1) For the purposes of this Agreement, the “Time of Sale” means [TIME], New York City time, on [PRICING DATE]. The Basic Prospectus, as amended and supplemented immediately prior to the Time of Sale by the Prospectus Supplement and [the preliminary pricing supplement dated [DATE]], is hereinafter called the “Pricing Prospectus.” The Pricing Prospectus relating to the Notes, considered together with each Issuer Free Writing Prospectus relating to the Notes listed in Exhibit A hereto, as of the Time of Sale of the Notes (collectively, the “Time of Sale Information”), does not or will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus with respect to the Notes listed in Exhibit A hereto did not or will not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus; provided, however, that the representations and warranties in this paragraph (1) shall not apply to statements in or omissions from any such document made in reliance upon and in conformity with information furnished in writing to Mexico by you expressly for use therein. |
|
| (2) (i) At the earliest time after the filing of the Registration Statement (or the most recent post-effective amendment thereto) that Mexico or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) and (ii) as of the date hereof, Mexico was not and is not an “ineligible issuer” (as defined in Rule 405 under the Securities Act), without taking into account of any determination by the Commission pursuant to Rule 405 that it is not necessary that Mexico be considered an “ineligible issuer.” | ||
| (3) Exhibit A hereto is a complete list of any Issuer Free Writing Prospectuses relating to the Notes for which Mexico has received the consent of the Managers. |
A-3
Other Provisions:
|
[In connection with the purchase of the Notes by the Managers, as principals, for resale pursuant to Section 2(b) of the Selling Agency Agreement, Mexico hereby appoints each of the Managers that is not a party to the Selling Agency Agreement as an Additional Agent (as such term is defined in the Selling Agency Agreement) for the purpose of the transaction described herein.] |
Section 15 of the Selling Agency Agreement (relating to the submission to the jurisdiction of
any state or federal court in the Borough of Manhattan in The City of New York by the parties
thereto) is incorporated by reference herein, except that all references therein to “this
Agreement” shall be deemed references to this Terms Agreement.
In addition, Mexico acknowledges and agrees that: (i) the purchase and sale of the Notes
pursuant to this Terms Agreement, including the determination of the offering price of the Notes
and the underwriting discount, is an arm’s-length commercial transaction between Mexico, on the one
hand, and the Managers, on the other hand, and Mexico is capable of evaluating and understanding
and understands and accepts the terms, risks and conditions of the transactions contemplated by
this Terms Agreement; (ii) in connection with the transactions contemplated hereby and the process
leading to such transaction each Manager is, has been, and will be acting solely as a principal and
is not the financial advisor or fiduciary of Mexico, or its affiliates, creditors or employees or
any other party; (iii) no Manager has assumed or will assume an advisory or fiduciary
responsibility in favor of Mexico with respect to the transactions contemplated hereby or the
process leading thereto (irrespective of whether such Manager has advised or is currently advising
Mexico on other matters); and (iv) the Managers and their respective affiliates may be engaged in a
broad range of transactions that involve interests that differ from those of Mexico, and the
Managers have no obligation to disclose any of such interests by virtue of any advisory or
fiduciary relationship.
This Terms Agreement supersedes all prior agreements and understandings (whether written or
oral) between Mexico and the Managers, or any of them, with respect to the subject matter hereof.
Mexico hereby waives and releases, to the fullest extent permitted by law, any claims that Mexico
may have against the Managers with respect to any breach or alleged breach of fiduciary duty
relating to the transactions contemplated by this Terms Agreement.
THIS TERMS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE
STATE OF NEW YORK, UNITED STATES OF AMERICA, EXCEPT THAT ALL MATTERS GOVERNING AUTHORIZATION AND
EXECUTION OF THIS AGREEMENT BY MEXICO SHALL BE GOVERNED BY THE LAW OF MEXICO.
This Terms Agreement may be executed in counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one and the same
instrument.
A-4
| [PURCHASER] On behalf of each of the Managers |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| Accepted: UNITED MEXICAN STATES |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
A-5
[Annex I]2
| Principal Amount of | |||
| Manager | Notes to be Purchased | ||
[MANAGER]
|
U.S. $ | [ ] | |
[MANAGER]
|
[ ] | ||
[MANAGER]
|
[ ] | ||
Total:
|
U.S. $ | [ ]] | |
| 2 | Include if Managers’ obligations are several and not joint. |
A-6
Annex II
Pricing Supplement
A-7
Exhibit A
Issuer Free Writing Prospectuses
A-8
Exhibit B
Term Sheet
A-9
