EX-2 3 y74715exv2.htm EX-2: TERMS AGREEMENT EX-2
Exhibit 2
UNITED MEXICAN STATES
Global Medium-Term Notes, Series A
Due Nine Months or More from the Date of Issue
U.S. $1,500,000,000 5.875% GLOBAL NOTES DUE 2014
February 11, 2009
Secretaría de Hacienda y Crédito Público
Unidad de Crédito Público
Palacio Nacional
Patio Central, 3er Piso
Oficina 3010
Colonia Centro
México, D.F. 06000
México
          Subject in all respects to the terms and conditions contained in the Amended and Restated Selling Agency Agreement dated July 18, 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, Goldman, Sachs & Co., Goldman Sachs International, J.P. Morgan Securities Inc., J.P. Morgan Securities Ltd., Lehman Brothers Inc., Lehman Brothers International (Europe), Merrill Lynch, Pierce, Fenner & Smith Incorporated, Merrill Lynch International, Morgan Stanley & Co. Incorporated, Morgan Stanley & 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”) severally and not jointly agree to purchase, and Mexico agrees to sell, the principal amount set forth in Annex I hereto of 5.875% Global Notes due 2014 (the “Notes”) of Mexico, having the terms set forth in the Pricing Supplement dated the date hereof attached hereto as Annex II (the “Pricing Supplement”), and 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:
  February 17, 2009, 10:00 a.m., New York City time
 
    
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 February 17, 2009, less the discount for the Notes specified in the Pricing Supplement). Such payment shall be made in U.S. dollars 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 Cleary Gottlieb Steen & Hamilton LLP.
 
    
Period during which additional Notes may not be sold pursuant to Section 4(u) of the Selling Agency Agreement:
  None.
 
    
Force Majeure Provision:
 
o       Section 9(b)(i) of the Selling Agency Agreement
 
    
 
 
þ      Section 9(b)(ii) of the Selling Agency Agreement

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Stabilization:
  The Managers, for their own account (or in the United Kingdom, Credit Suisse Securities (Europe) Limited) 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 February 11, 2009, signed by Mexico and the Managers.

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Additional Representations and Warranties of Mexico:
  (1) For the purposes of this Agreement, the “Time of Sale” means 5:15 p.m., New York City time, on February 11, 2009. The Basic Prospectus, as amended and supplemented immediately prior to the Time of Sale by the Prospectus Supplement and the preliminary pricing supplement dated February 11, 2009, 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 any determination by the Commission pursuant to Rule 405 that it is not necessary that Mexico be considered an “ineligible issuer.”

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  (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.
 
    
Other Provisions:
            None.
          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

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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.

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          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.
         
  CREDIT SUISSE SECURITIES (USA) LLC
 		  
  By:   /s/ Michael Cummings    
    Name:   Michael Cummings   
    Title:   Director   
 
  DEUTSCHE BANK SECURITIES INC.
 		  
  By:   /s/ Carlos Mendoza    
    Name:   Carlos Mendoza   
    Title:   Director   
 
     
  By:   /s/ Santiago Bausili    
    Name:   Santiago Bausili   
    Title:   Director   
 
  HSBC SECURITIES (USA) INC.
 		  
  By:   /s/ Karen L. Giles    
    Name:   Karen L. Giles   
    Title:   Senior Vice President   

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Accepted:
UNITED MEXICAN STATES
         
     
By:   /s/ Gerardo Rodríguez Regordosa      
  Name:   Gerardo Rodríguez Regordosa     
  Title:   Deputy Undersecretary for Public Credit     

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Annex I
         
    Principal Amount of  
Managers   Notes to be Purchased  
Credit Suisse Securities (USA) LLC
   U.S. $ 500,000,000  
Deutsche Bank Securities Inc.
   U.S. $ 500,000,000  
HSBC Securities (USA) Inc.
   U.S. $ 500,000,000  
 
      
 
        
Total:
   U.S. $ 1,500,000,000  

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Annex II
Pricing Supplement, dated February 11, 2009

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Exhibit A
Issuer Free Writing Prospectuses
1. Issuer Free Writing Prospectus to be filed with the Commission on February 11, 2009, in the form set forth in Exhibit B hereto.

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Exhibit B
United Mexican States
Final Terms and Conditions
$1,500,000,000 5.875% Global Notes due 2014
     
Issuer:
  United Mexican States
 
    
Transaction:
  5.875% Global Notes due 2014 (the “2014 Notes”)
 
    
Issue currency:
  U.S. dollars
 
    
Ratings:
  Baa1(stable)/BBB+(stable)/BBB+(negative) (Moody’s/Standard & Poor’s/Fitch)
 
    
Maturity Date:
  February 17, 2014
 
    
Coupon:
  5.875%
 
    
Price:
  99.424%
 
    
Yield:
  6.010%
 
    
Interest Payment Dates:
  February 17 and August 17 of each year, commencing on August 17, 2009
 
    
Optional Redemption:
  Make-Whole Call at Treasuries + 50 bps (at any time, from time to time prior to maturity upon giving no less than 30 days notice)
 
    
Denominations:
  U.S. $2,000 and integral multiples thereof
 
    
Day Count:
  30/360
 
    
Listing:
  Luxembourg Stock Exchange — Euro MTF Market Luxembourg
 
    
CUSIP/ISIN:
  91086QAX6 / US91086QAX60
 
    
Joint Bookrunners:
  Credit Suisse Securities (USA) LLC
Deutsche Bank Securities Inc.
HSBC Securities (USA) Inc.
A prospectus supplement and prospectus of Mexico accompany this free-writing prospectus and are available from the Securities and Exchange Commission’s website at http://idea.sec.gov/Archives/edgar/data/101368/000095012308008057/y60062b2e424b2.htm. A preliminary pricing supplement for the 2014 Notes dated February 11, 2009 is available from the Securities and Exchange Commission’s website at http://idea.sec.gov/Archives/edgar/data/101368/000095012309002438/y74598e424b2.htm. This final term sheet relates only to the 2014 Notes and not to the •% Global Notes due 2030 referred to in the preliminary pricing supplement.
The issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the Securities and Exchange Commission for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the Web site of the Securities and Exchange Commission at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Credit Suisse Securities (USA) LLC at 1-800-221-1037, Deutsche Bank Securities Inc. at 1-800-503-4611 or HSBC Securities (USA) Inc.at 1-866-811-8049.
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

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