18-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 18-K/A

AMENDMENT NO. 6

For Foreign Governments and Political Subdivisions Thereof

ANNUAL REPORT

of the

UNITED MEXICAN STATES

(Name of Registrant)

Date of end of last fiscal year: December 31, 2021

SECURITIES REGISTERED*

(As of the close of the fiscal year)

Title of Issues	Amount as to which registration is effective	Names of exchanges on which registered
N/A	N/A	N/A

Name and address of person authorized to receive notices

and communications from the Securities and Exchange Commission:

Donald J. Puglisi

Puglisi & Associates

850 Library Avenue, Suite 204

Newark, Delaware 19711

Copies to:

Jorge U. Juantorena

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

* The Registrant is filing this annual report on a voluntary basis.

This amendment to the annual report of the United Mexican States on Form 18-K for the year ended December 31, 2021 comprises:

(a) Pages numbered 1 to 4 consecutively.

(b) The following exhibits:

Exhibit 1:	Form of Authorization for U.S.$2,941,388,000 6.338% Global Notes due 2053
Exhibit 2:	Terms Agreement, dated April 20, 2023, between the United Mexican States and the Underwriters, relating to 6.338% Global Notes due 2053
Exhibit 3:	Names and Addresses of the Underwriters
Exhibit 4:	Opinion of Cleary Gottlieb Steen & Hamilton LLP with respect to U.S.$2,941,388,000 6.338% Global Notes due 2053
Exhibit 5:	Opinion of the Deputy Federal Fiscal Attorney for Financial Affairs of the Ministry of Finance and Public Credit of the United Mexican States with respect to U.S.$2,941,388,000 6.338% Global Notes due 2053

This amendment to the annual report is filed subject to the Instructions for Form 18-K for Foreign Governments and Political Subdivisions thereof.

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SIGNATURE PAGE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant, the United Mexican States, has duly caused this annual report or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in Mexico City, Mexico on the 28th day of April, 2023.

By:	/S/ MARÍA DEL CARMEN BONILLA RODRÍGUEZ
	Name:	María del Carmen Bonilla Rodríguez
	Title:	Deputy Undersecretary for Public Credit and International Affairs of the Ministry of Finance and Public Credit

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EXHIBIT INDEX

Exhibit 1:	Form of Authorization for U.S.$2,941,388,000 6.338% Global Notes due 2053
Exhibit 2:	Terms Agreement, dated April 20, 2023, between the United Mexican States and the Underwriters, relating to 6.338% Global Notes due 2053
Exhibit 3:	Names and Addresses of the Underwriters
Exhibit 4:	Opinion of Cleary Gottlieb Steen & Hamilton LLP with respect to U.S.$2,941,388,000 6.338% Global Notes due 2053
Exhibit 5:	Opinion of the Deputy Federal Fiscal Attorney for Financial Affairs of the Ministry of Finance and Public Credit of the United Mexican States with respect to U.S.$2,941,388,000 6.338% Global Notes due 2053

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EX-99.1

Exhibit 1

AUTHORIZATION

Reference is made to the Amended and Restated Indenture dated as of June 1, 2015 (the “Amended and Restated Indenture”), as amended by First Supplemental Indenture, dated as of January 24, 2022 (the “First Supplemental Indenture”, and together with the Amended and Restated Indenture, the “Indenture”) between the United Mexican States (“Mexico”) and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”). Terms used but not otherwise defined herein shall have the meanings ascribed to them in the Indenture.

The undersigned, acting on behalf of Mexico in the capacity specified below, hereby certifies that:

(A) Pursuant to Section 2.1(c) of the Indenture, there is hereby established one Series of Debt Securities, the U.S.$2,941,388,000 6.338% Global Notes due 2053 (the “Debt Securities”), to be issued and delivered under the Indenture, as described in the Prospectus dated March 1, 2022 (the “Prospectus”) and the Prospectus Supplement dated April 20, 2023 (the “Prospectus Supplement”) prepared in connection with the issuance of the Debt Securities. Copies of the Prospectus and Prospectus Supplement are attached hereto as Annex A;

(B) The Debt Securities shall have the terms and be subject to the conditions set forth in the certificates representing the Debt Securities. True, correct and complete specimens of the face of such certificates are attached hereto as Annex B; and true, correct and complete specimens of the reverse of such certificates are attached hereto as Annex C.

This Authorization shall be governed by, and construed in accordance with, the law of the State of New York; provided, however, that all matters governing Mexico’s authorization and execution of this Authorization shall in all cases be governed by and construed in accordance with the laws of Mexico.

Annex A	Prospectus and Prospectus Supplement
Annex B	Form of face of Debt Securities
Annex C	Form of reverse of Debt Securities

[Signature Page Follows]

IN WITNESS WHEREOF, Mexico has caused this Authorization to be duly executed.

Dated: April 28, 2023

THE UNITED MEXICAN STATES
By:	/S/ MARÍA DEL CARMEN BONILLA RODRÍGUEZ
	Name: María del Carmen Bonilla Rodríguez
	Title: Deputy Undersecretary for Public Credit and International Affairs of the Ministry of Finance and Public Credit

[Signature Page to Authorization Certificate]

Annex A

[Prospectus and Prospectus Supplement to be attached]

Annex B

UNITED MEXICAN STATES

REGISTERED GLOBAL NOTES

representing

6.338% Global Notes Due 2053

No.: R-[1][2][3][4][5][6]

CUSIP No.: 91087B AX8

ISIN No.: US91087BAX82

The UNITED MEXICAN STATES (“Mexico”), for value received, hereby promises to pay to Cede & Co., or registered assigns, upon surrender hereof the principal sum of [FIVE HUNDRED MILLION] UNITED STATES DOLLARS (U.S.$[500,000,000]) or such amount as shall be the outstanding principal amount hereof on May 4, 2053, together with interest accrued from the issue date to, but excluding, the maturity date, or on such earlier date as the principal hereof may become due in accordance with the provisions hereof. Mexico further unconditionally promises to pay interest semi-annually in arrears on May 4 and November 4 of each year (each an “Interest Payment Date”), commencing on November 4, 2023, on any outstanding portion of the unpaid principal amount hereof at 6.338% per annum. Interest shall accrue from and including the most recent date to which interest has been paid or duly provided for, or, if no interest has been paid or duly provided for, from April 28, 2023, until payment of said principal sum has been made or duly provided for, and shall be payable to Holders of record as of close of business on the Business Day (as defined below) preceding the applicable Interest Payment Date (each, a “Record Date”); provided that if any of the Notes are held as Certificated Notes (as defined in Paragraph 1(c) in the reverse of this Global Note) then the Record Date shall be the date that is fifteen days prior to the Interest Payment Date. This is a Global Security, also referred to as a “Global Note” for purposes of this document, deposited with the Depositary, and registered in the name of the Depositary or its nominee or common custodian, and accordingly, the Depositary or its nominee or common custodian, as Holder of record of this Global Note, shall be entitled to receive payments of principal and interest, other than principal and interest due at the maturity date, by wire transfer of immediately available funds. Such payment shall be made exclusively in such coin or currency of the United States as at the time of payment shall be legal tender for payment of public and private debts. Mexico, the Trustee, any registrar and any paying agent shall be entitled to treat the Depositary as the sole Holder of this Global Note.

The statements in the legend relating to the Depositary set forth above are an integral part of the terms of this Global Note and by acceptance hereof each Holder of this Global Note agrees to be subject to and bound by the terms and provisions set forth in such legend, if any.

This Global Note is issued in respect of an issue of U.S.$2,941,388,000 principal amount of 6.338% Global Notes due 2053 of Mexico (the “Notes”) and is governed by (i) the Amended and Restated Indenture dated as of June 1, 2015 (the “Amended and Restated Indenture”), as amended from time to time, including by the First Supplemental Indenture, dated as of January 24, 2022 (the “First Supplemental Indenture”, and together with the Amended and Restated Indenture, the “Indenture”) between Mexico and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), the terms of which Indenture are incorporated herein by reference, and (ii) by the terms and conditions of the Notes attached hereto (the “Terms”), as supplemented or amended by the Authorization of Mexico for this Global Note, the terms of which are incorporated herein by reference. This Global Note shall in all respects be entitled to the same benefits as other Debt Securities under the Indenture and the Terms. All capitalized terms used in this Global Note but not defined herein shall have the meanings assigned to them in the Indenture.

Upon any exchange of all or a portion of this Global Note for Certificated Notes in accordance with the Indenture, this Global Note shall be endorsed on Schedule A to reflect the change of the principal amount evidenced hereby.

Unless the certificate of authentication hereon has been executed by the Trustee, this Global Note shall not be valid or obligatory for any purpose.

[Remainder of the page intentionally left blank]

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IN WITNESS WHEREOF, Mexico has caused this instrument to be duly executed.

Dated: April 28, 2023

THE UNITED MEXICAN STATES
By:
	María del Carmen Bonilla Rodríguez
	Deputy Undersecretary for Public
	Credit and International Affairs of the Ministry of Finance and Public Credit
By:
	María Elvira Concheiro Bórquez
	Treasurer of the Federation

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Debt Securities issued under the within-mentioned Indenture.

Dated: April 28, 2023

DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Trustee
By:
	Name:
	Title:

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Annex C

TERMS AND CONDITIONS OF THE NOTES

1. General. (a) This Note is one of a duly authorized Series of debt securities of the UNITED MEXICAN STATES (“Mexico”), designated as its 6.338% Global Notes due 2053 (the “Notes”), and issued or to be issued in one or more Series pursuant to an Amended and Restated Indenture dated as of June 1, 2015 (the “Amended and Restated Indenture”), as amended from time to time, including by the First Supplemental Indenture, dated as of January 24, 2022 (the “First Supplemental Indenture”, and together with the Amended and Restated Indenture, the “Indenture”), between Mexico and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”). The Holders of the Notes will be entitled to the benefits of, be bound by, and be deemed to have notice of, all of the provisions of the Indenture. A copy of the Indenture is on file and may be inspected at the Corporate Trust Office. All capitalized terms used in this Note but not defined herein shall have the meanings assigned to them in the Indenture.

(b) The Notes constitute and will constitute direct, general, unconditional and unsubordinated Public External Indebtedness (as defined below) of Mexico for which the full faith and credit of Mexico is pledged. The Notes rank and will rank without any preference among themselves and equally with all other unsubordinated Public External Indebtedness of Mexico. It is understood that this provision shall not be construed so as to require Mexico to make payments under the Notes ratably with payments being made under any other Public External Indebtedness of Mexico.

(c) The Notes are in fully registered form, without coupons, in denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof. The Notes may be issued in certificated form (each, a “Certificated Note” and, collectively, the “Certificated Notes”), or may be represented by one or more registered Global Notes held by or on behalf of the Depositary. Certificated Notes will be available only in the limited circumstances set forth in the Indenture. The Notes, and transfers thereof, shall be registered as provided in Section 2.6 of the Indenture. Any person in whose name a Note shall be registered may (to the fullest extent permitted by applicable law) be treated at all times, by all persons and for all purposes as the absolute owner of such Note regardless of any notice of ownership, theft, loss or any writing thereon.

(d) For the purposes of this paragraph and paragraphs 7 and 8 below, the following terms shall have the meanings specified below:

(i) “Public External Indebtedness” means any Public Indebtedness that is a payment obligation or contingent liability payable in any currency other than the currency of Mexico (other than any such Public Indebtedness that is originally issued or incurred within Mexico). For this purpose, settlement of original issuance by delivery of Public Indebtedness (or the instruments evidencing such Public Indebtedness) within Mexico shall be deemed to be original issuance within Mexico; and

(ii) “Public Indebtedness” means any payment obligation, including any contingent liability, of any person arising from bonds, debentures, Debt Securities or other securities that (A) are, or were intended at the time of issuance to be, quoted, listed or traded on any securities exchange or other securities market (including, without limiting the generality of the foregoing, securities eligible for resale pursuant to Rule 144A under the Securities Act, as amended (or any successor law or regulation of similar effect)) and (B) have an original maturity of more than one year or are combined with a commitment so that the original maturity of one year or less may be extended at the option of Mexico to a period in excess of one year.

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2. Payments. (a) Mexico covenants and agrees that it will duly and punctually pay or cause to be paid the principal of, and premium, if any, and interest (including Additional Amounts (as defined below)) on, the Notes and any other payments to be made by Mexico under the Notes and the Indenture, at the place or places, at the respective times and in the manner provided in the Notes and the Indenture. Principal of the Notes will be payable against surrender of such Notes at the Corporate Trust Office of the Trustee in New York City or, subject to applicable laws and regulations, at the office outside of the United States of a paying agent, by U.S. dollar check drawn on, or by transfer to a U.S. dollar account maintained by the Holder with, a bank located in New York City. Payment of interest or principal (including Additional Amounts) on the Notes will be made to the persons in whose name such Notes are registered at the close of business on the relevant Record Date, notwithstanding the cancellation of such Notes upon any transfer or exchange thereof subsequent to the Record Date and prior to such Interest Payment Date; provided that if and to the extent Mexico shall default in the payment of the interest due on such Interest Payment Date, such defaulted interest shall be paid to the persons in whose names such Notes are registered as of a subsequent record date established by Mexico by notice, as provided in paragraph 14 of these Terms, by or on behalf of Mexico to the Holders of the Notes not less than 15 days preceding such subsequent record date, such record date to be not less than 10 days preceding the date of payment of such defaulted interest. Notwithstanding the immediately preceding sentence, in the case where such interest or principal (including Additional Amounts) is not punctually paid or duly provided for, the Trustee shall have the right to fix such subsequent record date, and, if fixed by the Trustee, such subsequent record date shall supersede any such subsequent record date fixed by Mexico. Payment of interest on Certificated Notes will be made (i) by a U.S. dollar check drawn on a bank in New York City mailed to the Holder at such Holder’s registered address or (ii) upon application by the Holder of at least U.S.$10,000,000 (or its equivalent in other currencies or currency units) in principal amount of Certificated Notes to the Trustee not later than the applicable Record Date, by wire transfer in immediately available funds to a U.S. dollar account maintained by the Holder with a bank in New York City. Payment of interest on a Global Note will be made (i) by a U.S. dollar check drawn on a bank in New York City delivered to the Depositary at its registered address or (ii) by wire transfer in immediately available funds to a U.S. dollar account maintained by the Depositary with a bank in New York City. “Business Day” shall mean any day except a Saturday, Sunday or any other day on which commercial banks in New York City (or in the city where the relevant paying or transfer agent is located) are required or authorized by law to close.

(b) In any case where the date of payment of the principal of, or interest (including Additional Amounts) on, the Notes shall not be a Business Day, then payment of principal or interest (including Additional Amounts) will be made on the next succeeding Business Day at the relevant place of payment. Such payments will be deemed to have been made on the due date, and no interest on the Notes will accrue as a result of the delay in payment.

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(c) Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

(d) Any monies deposited with or paid to the Trustee or to any paying agent for the payment of the principal of or interest (including Additional Amounts) on any Note and not applied but remaining unclaimed for two years after the date upon which such principal or interest shall have become due and payable shall be repaid to or for the account of Mexico by the Trustee or such paying agent, upon the written request of Mexico and, to the extent permitted by law, the Holder of such Note shall thereafter look only to Mexico for any payment which such Holder may be entitled to collect, and all liability of the Trustee or such paying agent with respect to such monies shall thereupon cease. Mexico shall cause all returned, unclaimed monies to be held in trust for the relevant Holder of the Note until such time as the claims against Mexico for payment of such amounts shall have prescribed pursuant to paragraph 16 of these Terms.

(e) If Mexico at any time defaults in the payment of any principal of, or interest (including Additional Amounts) on the Notes, Mexico will pay interest on the amount in default (to the extent permitted by law), calculated for each day until paid, at the rate of 6.338% per annum, together with Additional Amounts, if applicable.

3. Redemption. Prior to November 4, 2052 (six months prior to their maturity date) (the “Par Call Date”), Mexico may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 40 basis points less (b) interest accrued to the date of redemption, and

(2) 100% of the principal amount of the Notes to be redeemed,

plus, in either case, accrued and unpaid interest thereon to the redemption date.

On or after the Par Call Date, Mexico may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

“Treasury Rate” for this purpose means, with respect to any redemption date, the yield determined by Mexico in accordance with the following two paragraphs.

The Treasury Rate shall be determined by Mexico after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, Mexico shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

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If on the third business day preceding the redemption date H.15 TCM is no longer published, Mexico shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, Mexico shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, Mexico shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

Mexico’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days but not more than 60 days before the redemption date to each holder of Notes to be redeemed.

In the case of a partial redemption, selection of the Notes for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair and in accordance with applicable depositary procedures. No Notes of a principal amount of $1,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the holder of the Note upon surrender for cancellation of the original Note. For so long as the Notes are held by DTC (or another depositary), the redemption of the Notes shall be done in accordance with the policies and procedures of the depositary.

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Unless Mexico defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Notes or portions thereof called for redemption.

4. Early Repayment. Unless otherwise specified and subject to the terms set forth on the face hereof, this Note will not be repayable prior to the maturity date at the option of the Holder hereof.

5. Purchase of the Notes by Mexico. Mexico may at any time repurchase the Notes at any price in the open market or otherwise. Notes so repurchased by Mexico may be held, resold (subject to compliance with applicable securities and tax laws) or surrendered to the Trustee for cancellation.

6. Additional Amounts. (a) All payments by Mexico in respect of the Notes shall be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or other governmental charges of whatever nature imposed or levied by or on behalf of Mexico, or any political subdivision or taxing authority or agency therein or thereof having the power to tax (collectively, “Relevant Tax”), unless the withholding or deduction of such Relevant Tax is required by law. In that event, Mexico shall pay such additional amounts (“Additional Amounts”) as may be necessary to ensure that the amounts received by the Holders after such withholding or deduction shall equal the respective amounts of principal and interest that would have been receivable in respect of the Notes in the absence of such withholding or deduction; provided, however, that no such Additional Amounts shall be payable in respect of any Relevant Tax:

(i) imposed by reason of a Holder or beneficial owner of a Note having some present or former connection with Mexico other than merely being a Holder or beneficial owner of the Note or receiving payments of any nature on the Note or enforcing its rights in respect of the Note;

(ii) imposed by reason of the failure of a Holder or beneficial owner of a Note, or any other person through which the Holder or beneficial owner holds a Note, to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with Mexico of such Holder or beneficial owner or other person, if compliance with the requirement is a precondition to exemption from all or any portion of such withholding or deduction; or

(iii) imposed by reason of a Holder or beneficial owner of a Note, or any other person through which the Holder or beneficial owner holds a Note, having presented the Note for payment (where such presentation is required) more than 30 days after the Relevant Date (as defined below), except to the extent that the Holder or beneficial owner or such other person would have been entitled to Additional Amounts on presenting the Note for payment on any date during such 30-day period.

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In addition, no Additional Amounts shall be payable in respect of any taxes, duties, assessments or other governmental charges imposed under Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended as of the issue date (or any amended or successor version that is substantively comparable) (the “Code”) and any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to the foregoing or any law, regulation, rule or practice adopted pursuant to any such intergovernmental agreement or pursuant to any treaty or convention implementing such Sections of the Code.

As used in this paragraph 6(a), “Relevant Date” in respect of any Note means the date on which payment in respect thereof first becomes due or, if the full amount of the money payable has not been received by the Trustee on or prior to such due date, the date on which notice is duly given to the Holders in the manner described in paragraph 14 below that such monies have been so received and are available for payment. Any reference to “principal” and/or “interest” hereunder or in the Indenture shall be deemed to include any Additional Amounts which may be payable hereunder.

(b) Mexico will pay any present or future stamp, court or documentary taxes or any excise or property taxes, charges or similar levies which arise in Mexico or any political subdivision thereof or taxing authority thereof or therein in respect of the creation, issue, execution, initial delivery or registration of the Notes or any other document or instrument referred to therein. Mexico will also indemnify the Holders from and against any stamp, court or documentary taxes or any excise or property taxes, charges or similar levies resulting from, or required to be paid by any of them in any jurisdiction in connection with, the enforcement of the obligations of Mexico under the Notes or any other document or instrument referred to therein following the occurrence of any Event of Default (as defined below).

7. Negative Pledge Covenant of Mexico. So long as any Note shall remain Outstanding, or any amount payable by Mexico under the Indenture shall remain unpaid, Mexico agrees that Mexico will not create, incur, assume or suffer to exist any Security Interest (as defined below) in the whole or any part of its present or future revenues or assets to secure Public External Indebtedness of Mexico, unless the Note is secured equally and ratably with such Public External Indebtedness; provided, however, that Mexico may create or permit to subsist:

(i) Security Interests created prior to December 3, 1993;

(ii) Security Interests securing Public External Indebtedness incurred in connection with a Project Financing (as defined below), provided, that the Security Interest is solely in assets or revenues of the project for which the Project Financing was incurred;

(iii) Security Interests securing Public External Indebtedness of Mexico which (A) is issued by Mexico in exchange for debt of Mexican public sector bodies (other than Mexico) and (B) is in an aggregate principal amount outstanding (with debt denominated in currencies other than U.S. dollars expressed in U.S. dollars based on rates of exchange prevailing at the date such debt was incurred) that does not exceed U.S.$29 billion; and

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(iv) Security Interests securing Public External Indebtedness of Mexico incurred or assumed by Mexico to finance or refinance the acquisition of the assets in which such Security Interest has been created or permitted to subsist.

For the purposes of this paragraph 7, the following terms shall have the meanings specified below:

“Project Financing” means any financing of all or part of the costs of the acquisition, construction or development of any project if the person or persons providing such financing (A) expressly agree to limit their recourse to the project financed and the revenues derived from such project as the principal source of repayment for the moneys advanced and (B) have been provided with a feasibility study prepared by competent independent experts on the basis of which it was reasonable to conclude that such project would generate sufficient foreign currency income to service substantially all Public External Indebtedness incurred in connection with such project.

“Security Interest” means any lien, pledge, mortgage, encumbrance or other preferential right granted to any person or entity over Mexico’s revenues or assets.

8. Events of Default; Acceleration. If one or more of the following events (“Events of Default”) shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(a) default in the payment of principal, premium, if any, or interest on any of the Notes as and when the same shall become due and payable, whether at maturity, by declaration or otherwise, and continuance of such default for 30 days; or

(b) failure on the part of Mexico to observe or perform any of the covenants or agreements provided herein or in the Indenture (in each case, other than those referred to in (a) above) for a period of 30 days after the date on which written notice shall have been given to Mexico by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then Outstanding; or

(c) Mexico shall fail to make any payment of principal or interest in respect of Public External Indebtedness of Mexico when due and such failure shall result in the acceleration of an aggregate principal amount of not less than U.S.$10,000,000 (or its equivalent in other currencies) of such Public External Indebtedness, and such acceleration shall not have been rescinded or annulled; or

(d) Mexico shall fail to make any payment in respect of Public External Indebtedness of Mexico in an aggregate principal amount in excess of U.S.$10,000,000 (or its equivalent in other currencies) for a period of 30 days after the date on which Mexico receives written notice from the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then Outstanding; or

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(e) the declaration by Mexico of a moratorium with respect to the payment of principal of or interest on Public External Indebtedness of Mexico; then in each and every such case, upon notice in writing by the Holders (the “Demanding Holders”) (acting individually or together) of not less than 25% of the aggregate Outstanding principal amount of the Notes to Mexico, with a copy to the Trustee, of any such Event of Default and its continuance, the Demanding Holders may declare the principal amount of all the Notes due and payable immediately, and the same shall become and shall be due and payable upon the date that such written notice is received by or on behalf of Mexico, unless prior to such date all Events of Default in respect of all the Notes shall have been cured; provided that, if at any time after the principal of the Notes shall have been so declared due and payable, and before the sale of any property pursuant to any judgment or decree for the payment of monies due which shall have been obtained or entered in connection with the Notes, Mexico shall pay or shall deposit (or cause to be paid or deposited) with the Trustee a sum sufficient to pay all matured installments of interest and principal upon all the Notes which shall have become due otherwise than solely by acceleration (with interest on overdue installments of interest, to the extent permitted by law, and on such principal of each Note at the rate of interest specified herein, to the date of such payment of interest or principal) and such amount as shall be sufficient to cover reasonable compensation to the Demanding Holders, the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and all other documented expenses and liabilities reasonably incurred, and all advances made for documented expenses and legal fees, reasonably incurred by the Demanding Holders, the Trustee and each predecessor Trustee, and if any and all Events of Default hereunder, other than the nonpayment of the principal of the Notes which shall have become due solely by acceleration, shall have been cured, waived or otherwise remedied as provided herein, then, and in every such case, the Holders of more than 50% in aggregate principal amount of the Notes then Outstanding, by written notice to Mexico and to the Trustee, may, on behalf of all of the Holders, waive all defaults and rescind and annul such declaration and its consequences, but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default, or shall impair any right consequent thereon. Actions by Holders pursuant to this paragraph 8 need not be taken at a meeting pursuant to paragraph 9 hereof. Actions by the Trustee and the Holders pursuant to this paragraph 8 are subject to Article Four of the Indenture. If an Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes of this Series may be declared due and payable in the manner and with the effect provided in the Indenture.

9. Holders’ Meetings and Written Action. The Indenture sets forth the provisions for the convening of meetings of Holders of Notes and actions taken by written consent of the Holders of Notes.

10. Replacement, Exchange and Transfer of the Notes. (a) Upon the terms and subject to the conditions set forth in the Indenture, in case any Note shall become mutilated, defaced or be apparently destroyed, lost or stolen, Mexico in its discretion may execute, and upon the request of Mexico, the Trustee shall authenticate and deliver, a new Note bearing a number not contemporaneously Outstanding, in exchange and substitution for the mutilated or defaced Note, or in lieu of and in substitution for the apparently destroyed, lost or stolen Note. In every case, the applicant for a substitute Note shall furnish to Mexico and to the Trustee such security or indemnity as may be required by each of them to indemnify, defend and to save each of them and any agent of Mexico or the Trustee harmless and, in every case of destruction, loss or theft, evidence to their satisfaction of the apparent destruction, loss or theft of such Note and of the ownership thereof. Upon the issuance of any substitute Note, the Holder of such Note, if so requested by Mexico, shall pay a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected with the preparation and issuance of the substitute Note.

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(b) Upon the terms and subject to the conditions set forth in the Indenture, and subject to paragraph 10(e) hereof, a Certificated Note or Notes may be exchanged for an equal aggregate principal amount of Certificated Notes in different authorized denominations and a beneficial interest in the Global Note may be exchanged for an equal aggregate principal amount of Certificated Notes in different authorized denominations or for an equal aggregate principal amount of beneficial interests in another Global Note in different authorized denominations by the Holder or Holders surrendering the Note or Notes for exchange at the Corporate Trust Office, together with a written request for the exchange. Certificated Notes will only be issued in exchange for interests in a Global Note pursuant to Section 2.5(e) of the Indenture. The exchange of the Notes will be made by the Trustee.

(c) Upon the terms and subject to the conditions set forth in the Indenture, and subject to paragraph 10(e) hereof, a Certificated Note may be transferred in whole or in part (in an amount equal to the authorized denomination or any integral multiple thereof) by the Holder or Holders surrendering the Certificated Note for transfer at the Corporate Trust Office accompanied by an executed instrument of transfer substantially as set forth in Exhibit F to the Indenture. The registration of transfer of the Notes will be made by the Trustee.

(d) The costs and expenses of effecting any exchange, transfer or registration of transfer pursuant to this paragraph 10 will be borne by Mexico, except for the expenses of delivery (if any) not made by regular mail and the payment of a sum sufficient to cover any stamp duty, tax or other governmental charge or insurance charge that may be imposed in relation thereto, which will be borne by the Holder of the Note. Registration of the transfer of a Note by the Trustee shall be deemed to be the acknowledgment of such transfer on behalf of Mexico.

(e) The Trustee may decline to accept any request for an exchange or registration of transfer of any Note during the period of 15 days preceding the due date for any payment of principal of, or premium, if any, or interest on, the Notes.

11. Trustee. For a description of the duties and the immunities and rights of the Trustee under the Indenture, reference is made to the Indenture, and the obligations of the Trustee to the Holder hereof are subject to such immunities and rights.

12. Paying Agents; Transfer Agents; Registrar. Mexico has initially appointed Deutsche Bank Trust Company Americas as its paying agent, transfer agent and registrar. Mexico may at any time appoint additional or other paying agents, transfer agents and registrars and terminate the appointment of those or any paying agents, transfer agents and registrar, provided that while the Notes are Outstanding, Mexico will maintain in The City of New York (i) a paying agent, (ii) an office or agency where the Notes may be presented for exchange, transfer and registration of transfer as provided in the Indenture and (iii) a registrar. In addition, if and for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such Exchange so require, Mexico will maintain a paying agent and transfer agent in Luxembourg. Notice of any such termination or appointment and of any change in the office through which any paying agent, transfer agent or registrar will act will be promptly given in the manner described in paragraph 14 hereof.

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13. Enforcement. Except as provided in Section 4.6 of the Indenture, no Holder of any Notes shall have any right by virtue of or by availing itself of any provision of the Indenture or of the Notes to institute any suit, action or proceeding in equity or at law upon or under or with respect to the Indenture or of the Notes, or for any other remedy hereunder or under the Notes, unless (a) such Holder previously shall have given to the Trustee written notice of default and of the continuance thereof with respect to such Series of Notes, (b) the Holders of not less than 25% in aggregate principal amount Outstanding of Notes shall have made specific written request to the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have provided to the Trustee such reasonable indemnity or other security as it may require against the costs, expenses and liabilities to be incurred therein or thereby and (c) the Trustee for 60 days after its receipt of such notice, request and provision of indemnity or other security shall have failed to institute any such action, suit or proceeding and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 4.9 of the Indenture; it being understood and intended, and being expressly covenanted by every Holder of Notes with every other Holder of Notes and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing itself of any provision of the Indenture or of the Notes to affect, disturb or prejudice the rights of any other Holder of Notes or to obtain priority over or preference to any other such Holder, or to enforce any right under the Indenture or under the Notes, except in the manner herein provided and for the equal, ratable and common benefit of all Holders of Notes. For the protection and enforcement of this paragraph, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

14. Notices. Mexico will mail notices to Holders of certificated securities at their registered addresses as reflected in the books and records of the Trustee. Mexico will consider any mailed notice to have been given five Business Days after it has been sent. Mexico will give notices to the Holders of a Global Security in accordance with the procedures and practices of the Depositary and such notices shall be deemed given upon actual receipt thereof by the Depositary.

15. Further Issues of Notes. Mexico may from time to time, without the consent of Holders of the Notes, increase the size of the issue of Notes, or issue additional Notes having the same Terms as the Notes in all respects, except for the issue date, issue price and the first payment on those additional Notes. Additional Notes of a series issued in this manner will be consolidated and form a single series with the previously outstanding Notes. Any additional Notes subsequently issued that for U.S. federal income tax purposes (i) are not issued pursuant to a “qualified reopening” of the Notes, (ii) are not treated as part of the same “issue” as the Notes, and (iii) have greater than a de minimis amount of original issue discount shall have a separate CUSIP, ISIN or other identifying number from the previously outstanding Notes.

16. Prescription. To the extent permitted by law, claims against Mexico for the payment of principal of, or interest or other amounts due on, the Notes (including Additional Amounts) will become void unless made within five years of the date on which that payment first became due (or such shorter period as shall be prescribed by applicable law).

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17. Authentication. This Note shall not become valid or obligatory until the certificate of authentication hereon shall have been duly signed by the Trustee or its agent.

18. Governing Law. (a) This Note will be governed by and construed in accordance with the laws of the State of New York; provided, however, that all matters governing Mexico’s authorization and execution of the Indenture and the Notes shall in all cases be governed by and construed in accordance with the laws of Mexico.

(b) Each of the parties hereto hereby irrevocably submits to the jurisdiction of any state or federal court sitting in the Borough of Manhattan, The City of New York in any action or proceeding arising out of or based on the Indenture or the Notes. Mexico has appointed the Consul General of Mexico acting through his or her offices at 27 East 39th Street, New York, New York, 10016, and his or her successors, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based on the Indenture or the Notes, which may be instituted in any such court as provided in the Indenture. Mexico hereby waives irrevocably, to the extent permitted by law, any immunity from the jurisdiction of such court (including sovereign immunity under the U.S. Foreign Sovereign Immunities Act of 1976 and immunity from pre-judgment attachment, post-judgment attachment and execution), except that under Article 4 of the Federal Code of Civil Procedure of Mexico attachment prior to judgment or attachment in aid of execution may not be ordered by Mexican courts against property of Mexico, and any objections to the laying of venue in any such courts in respect of any such action to which it might otherwise be entitled in any actions arising out of or based on the Indenture or the Notes of any Series which may be instituted as provided in the Indenture in any state or federal court in the Borough of Manhattan, The City of New York. In addition, Mexico hereby waives any rights to which it may be entitled on account of place of residence or domicile. Such appointment shall be irrevocable until all amounts in respect of the principal of (and premium, if any) and any interest due and to become due on or in respect of all the Notes have been provided to the Trustee pursuant to the terms hereof either paid or returned to Mexico in accordance with the Indenture, except that, if for any reason, the Consul General of Mexico ceases to be able to act as Authorized Agent or no longer has an address in the Borough of Manhattan, The City of New York, Mexico will appoint another person (which may be the Trustee) in the Borough of Manhattan, The City of New York, selected in its discretion, as such Authorized Agent, a copy of which acceptance it shall provide to the Trustee. 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 pursuant to Section 9.7 of the Indenture in full force and effect as aforesaid. Service of process upon the Authorized Agent at the address indicated above, or at such other address in the Borough of Manhattan, The City of New York by notice given by the Authorized Agent to each party hereto, shall be deemed, in every respect, effective service of process upon Mexico.

(c) A final non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by a suit upon such judgment or in any other manner provided by law.

(d) Notwithstanding the provisions of this paragraph 18, any action against Mexico arising out of or based on the Notes of any Series may also be instituted as provided in the Indenture in any competent court in Mexico.

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(e) Notwithstanding anything else in this paragraph 18 to the contrary, neither such appointment nor such submission to jurisdiction or such waiver of sovereign immunity shall be interpreted to include actions brought under the United States securities laws or any state securities laws.

(f) Nothing in this paragraph 18 shall affect the right of the Trustee or (in connection with legal actions or proceedings by any Holder as permitted by the Indenture and this Note) any Holder to serve legal process in any other manner permitted by law, or affect the right of the Trustee or any such Holder to bring any action or proceeding against Mexico or its property in the courts of other jurisdictions.

19. Indemnification for Foreign Exchange Fluctuations. The obligation of Mexico to any Holder under the Notes that has obtained a court judgment affecting the Notes shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than the currency in which the Note is denominated (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by such Holder of any amount in the Judgment Currency, such Holder may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency (or, if it is not practicable to make that purchase on that day, on the first Business Day on which it is practicable to do so). If the amount of the Agreement Currency so purchased is less than the amount originally to be paid to such Holder in the Agreement Currency, Mexico agrees, as a separate obligation and notwithstanding such judgment, to pay the difference, and if the amount of the Agreement Currency so purchased exceeds the amount originally to be paid to such Holder, such Holder agrees to pay to or for the account of Mexico such excess, provided that such Holder shall not have any obligation to pay any such excess as long as a default by Mexico in its obligations hereunder has occurred and is continuing, in which case such excess may be applied by such Holder to such obligations.

20. Warranty of Mexico. Subject to paragraph 17, Mexico hereby certifies and warrants that all acts, conditions and things required to be done and performed and to have happened precedent to the creation and issuance of this Note and to constitute the same legal, valid and binding obligations of Mexico enforceable in accordance with their terms, have been done and performed and have happened in due and strict compliance with all applicable laws.

21. Definitive Headings. The descriptive headings appearing in these Terms are for convenience of reference only and shall not alter, limit or define the provisions hereof.

22. Modifications. (a) Any Modification to the Notes or the Indenture insofar as it affects the Notes shall be made in accordance with Articles Ten and Eleven of the Indenture.

(b) Any Modification pursuant to this paragraph 22 will be conclusive and binding on all Holders of the Notes, and on all future Holders of the Notes whether or not notation of such Modification is made upon the Notes. Any instrument given by or on behalf of any Holder of a Note in connection with any consent to or approval of any such Modification will be conclusive and binding on all subsequent Holders of that Note.

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Schedule A

Date Principal Amount of Certificated Notes Remaining Principal Amount of this Global Note Notation Made By

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TRANSFER CERTIFICATE

FOR VALUE RECEIVED, the undersigned hereby transfers to (PRINT NAME AND ADDRESS OF TRANSFEREE) U.S.$_______ principal amount of this 6.338% Global Note due 2053, and all rights with respect thereto, and irrevocably constitutes and appoints __________________ as attorney to transfer this Note on the books kept for registration thereof, with full power of substitution.

Dated ___________

Certifying Signature:

Signed ___________

Note:

(i) The signature on this transfer form must correspond to the name as it appears on the face of this Note.

A representative of the Holder should state the capacity in which he or she signs UNLESS THIS GLOBAL NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE UNITED MEXICAN STATES OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. (“CEDE”) OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE, HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE AND THE AUTHORIZATION CERTIFICATE REFERRED TO ON THE REVERSE HEREOF.

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EX-99.2

Exhibit 2

UNITED MEXICAN STATES

U.S.$ 2,941,388,000 6.338% GLOBAL NOTES DUE 2053

April 20, 2023

Secretaría de Hacienda y Crédito Público

Unidad de Crédito Público y Asuntos Internacionales de Hacienda

Insurgentes Sur 1971

Torre III, Piso 7

Colonia Guadalupe Inn

Alcaldía Álvaro Obregón

01020 Ciudad de México

México

Subject in all respects to the terms and conditions contained in the Underwriting Terms (as defined below), the undersigned (the “Underwriters”) severally and not jointly agree to purchase, and the United Mexican States (“Mexico”) agrees to sell, the principal amount set forth in Annex I hereto of the 6.338% Global Notes due 2053 (the “Notes”) of Mexico, having the terms set forth in the Prospectus Supplement dated the date hereof attached hereto as Annex II (the “Prospectus Supplement”), at the Purchase Price described herein under “Payment” below. For purposes of this Terms Agreement (as defined below), “Underwriting Terms” means the Underwriting Terms, dated January 2022 and attached hereto as Schedule A and incorporated by reference as an exhibit to Mexico’s Registration Statement under Schedule B of the Securities Act of 1933 (No. 333-262317) (the “Registration Statement”), and incorporated by reference herein as if fully set forth herein, as modified by the terms and conditions of this Terms Agreement (this “Terms Agreement”), and all references to “Debt Securities” in the Underwriting Terms shall be references to the Notes. In the event of any conflict between the Underwriting Terms and this Terms Agreement, this Terms Agreement shall govern. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Prospectus Supplement and the Underwriting Terms:

Closing Date and Time:	April 28, 2023 (T+6), 9:00 a.m., New York City time.
Names and Addresses of the Underwriters:	Citigroup Global Markets Inc. 388 Greenwich Street New York, NY 10013 HSBC Securities (USA) Inc. 452 Fifth Avenue New York, NY 10018 Mizuho Securities USA LLC 1271 Avenue of the Americas New York, NY 10020 Morgan Stanley & Co. LLC 1585 Broadway Avenue New York, NY 10036
Payment:	The Underwriters will pay or cause to be paid to Mexico the “Purchase Price” for the Notes (being the aggregate amount payable for the applicable Notes calculated at the Issue Price, plus accrued interest on the Notes, if any, from the date specified for such Notes in the Prospectus Supplement, less the discount for the Notes specified in the Prospectus Supplement). Such payment shall be made in U.S. Dollars in immediately available funds to an account designated by Mexico.
Place of Delivery of the Notes:	The closing shall be held at the New York office of Cleary Gottlieb Steen & Hamilton LLP.
Period during which additional debt securities may not be sold pursuant to Section 5(l) of the Underwriting Terms:	None.
Stabilization:	In connection with the offering of the Notes, the Underwriters (or any person acting on behalf of the Underwriters) may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail, but in doing so the Underwriters shall act as principal and not as agent of Mexico. However, stabilization may not necessarily occur. Any stabilization action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the date of the allotment of the Notes. Any stabilization action or over-allotment shall be conducted by the Underwriters (or person(s) acting on behalf of the Underwriters) in accordance with all applicable laws and rules. As between Mexico and the Underwriters, any loss resulting from stabilization shall be borne, and any profit arising therefrom shall be retained, by the Underwriters.

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Expenses:	Notwithstanding Section 5(k) of the Underwriting Terms, the Underwriters have agreed to pay certain of Mexico’s expenses as set forth in a letter to be dated the date hereof and signed by Mexico and the Underwriters.
Time of Sale:	5:00 p.m., New York City time.
Sanctions:	Section 1(o) of the Underwriting Terms is hereby amended and restated in its entirety as follows: “Mexico will not, directly or indirectly, use the proceeds of any sale of the Debt Securities, or lend, contribute or otherwise make available such proceeds to any entity or person, (i) to fund any activities of or business with any person that, at the time of such funding, is the subject of any sanctions administered or enforced by the U.S. Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of Commerce, the U.S. Department of State, the United Nations Security Council, the European Union, or His Majesty’s Treasury (collectively, “Sanctions”), or is in a country or territory that, at the time of such funding, is the subject of Sanctions broadly restricting or prohibiting dealings with such country or territory (presently, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea and Syria) or (ii) in any other manner, in each case as would result in a violation by any person (including any person participating in a sale or offering of the Debt Securities, whether as agent, purchaser, underwriter, advisor, investor or otherwise) of Sanctions. The undertakings made in this Section 1(o) shall not apply if such undertaking would result in a breach of: (x) any applicable provision of Council Regulation EC No. 2271/96, as amended from time to time or any applicable implementing legislation; or (y) any applicable provision of Council Regulation EC No. 2271/96 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018.”

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Additional Provisions: Section 5(n) of the Underwriting Terms is hereby amended and restated in its entirety as follows:   “Unless otherwise set forth in the Prospectus Supplement, Mexico further agrees with each Underwriter that it will apply to have the Debt Securities admitted for trading on the Euro MTF Market, the alternative market of the Luxembourg Stock Exchange, and to list the Notes on the London Stock Exchange’s International Securities Market and Sustainable Bond Market and will use its reasonable best efforts to furnish to such Exchanges all documents, information and undertakings that may be reasonably necessary in order to effect such listing.”   The first sentence of Section 6(b) of the Underwriting Terms is hereby amended and restated in its entirety as follows:   “Mexico shall have furnished to the Representatives an opinion, in form and substance reasonably satisfactory to the Representatives, of the Federal Fiscal Attorney of the Federation, the Deputy Federal Fiscal Attorney of the Federation for Financial Affairs of Mexico or the Credit Legal Procedures Coordinator of the Ministry of Finance and Public Credit, dated as of the Closing Date, to the effect that:”  

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Section 6(e) of the Underwriting Terms is hereby amended and restated in its entirety as follows:

“The Representatives shall have received from Sullivan & Cromwell LLP, United States counsel to the Underwriters, such opinion or opinions, dated the Closing Date, with respect to the issuance and sale of the Debt Securities, the Indenture, the Registration Statement, the Prospectus (together with any supplement thereto) and other related matters as the Representatives 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 Underwriters may rely, without independent investigation on its part, as to matters governed by Mexican law upon the opinion of the Federal Fiscal Attorney of the Federation, the Deputy Federal Fiscal Attorney of the Federation for Financial Affairs of Mexico or the Credit Legal Procedures Coordinator of the Ministry of Finance and Public Credit described in subsection (b) of this Section 6 and the opinion of the Mexican counsel to the Underwriters described in subsection (d) of this Section 6;”

Section 11 of the Underwriting Terms is hereby amended and restated in its entirety as follows:

“Notices. All communications under this Agreement will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed or delivered and confirmed to the Representatives at the address specified in the Terms Agreement or otherwise furnished to Mexico in writing for the purpose of communications under this Agreement or, if sent to Mexico, will be mailed, delivered or sent by electronic mail and confirmed to it at:

United Mexican States
Secretaría de Hacienda y Crédito Público
Unidad de Crédito Público y Asuntos

Internacionales de Hacienda
Insurgentes Sur 1971, Torre III, Piso 7
Col. Guadalupe Inn
Alcaldía Álvaro Obregón
01020 Ciudad de México
México
Attention: Deputy Undersecretary for Public Credit and International Affairs”

This Terms Agreement supersedes all prior agreements and understandings (whether written or oral) between Mexico and the Underwriters, or any of them, with respect to the subject matter hereof.

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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 TERMS 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.

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IN WITNESS WHEREOF, the parties have executed this Terms Agreement as of the day and year first above written.

Citigroup Global Markets Inc.
By:	/s/ ADAM D. BORDNER
	Name: Adam D. Bordner
	Title: Director
HSBC Securities (USA) Inc.
By:	/S/ PATRICE ALTONGY
	Name: Patrice Altongy
	Title: Managing Director
Mizuho Securities USA LLC
By:	/s/ RODRIGO GARCÍA DE LEÓN
	Name: Rodrigo García de León
	Title: Executive Director
Morgan Stanley & Co. LLC
By:	/s/ ADNAN RIAZ
	Name: Adnan Riaz
	Title: Executive Director

[Signature Page to the Terms Agreement]

Accepted:

UNITED MEXICAN STATES

By:	/S/ MARÍA DEL CARMEN BONILLA RODRÍGUEZ
	Name: María del Carmen Bonilla Rodríguez
	Title: Deputy Undersecretary for Public Credit
	and International Affairs of the Ministry of
	Finance and Public Credit of the United
	Mexican States

[Signature Page to the Terms Agreement]

Annex I

Underwriter	Principal Amount of Notes to be Purchased(1)
Citigroup Global Markets Inc.	U.S.$	735,347,000
HSBC Securities (USA) Inc.	U.S.$	735,347,000
Mizuho Securities USA LLC	U.S.$	735,347,000
Morgan Stanley & Co. LLC	U.S.$	735,347,000
Total:	U.S.$	2,941,388,000

(1) The aggregate principal amount of Notes includes approximately U.S.$1,591,388,000 intended to fund the purchase of outstanding Preferred Tenders and Non-Preferred Tenders (as such terms are defined in the Offer to Purchase, dated April 20, 2023, of Mexico) in the concurrent tender offer pursuant to the Offer to Purchase, and the amount may be adjusted based on final acceptances in the tender offer. The amount of Notes to be issued to fund the purchase of the Old Notes is subject to adjustment so that the aggregate price to the public (as set forth on the front cover of the Prospectus Supplement) of such Notes is equal to the aggregate Purchase Price for the Preferred Tender Orders and Non-Preferred Tender Orders accepted by Mexico on April 21, 2023. The results of any such adjustment shall be reflected in the Term Sheets dated April 21, 2023, to be filed with the Commission, in the form set forth in Exhibit C hereto.

Annex II

Prospectus Supplement, dated April 20, 2023

Exhibit A

Issuer Free Writing Prospectus

1. Issuer Free Writing Prospectus as filed with the Commission on April 20, 2023, in the form set forth in Exhibit B hereto.

2. Issuer Free Writing Prospectus to be filed with the Commission on April 21, 2023, in the form set forth in Exhibit C hereto.

Exhibit B

Term Sheet

Filed pursuant to Rule 433

Registration Statement No. 333-262317

April 20, 2023

United Mexican States

Final Terms and Conditions

6.338% Notes due 2053

Issuer:	United Mexican States
Transaction:	6.338% Notes due 2053 (the “Notes”)
Issue Currency:	U.S. Dollars
Issue Size:	U.S.$ 2,941,388,000*
Ratings:	Baa2(stable)/BBB(stable)/BBB-(stable)(Moody’s/Standard & Poor’s/Fitch)**
Maturity Date:	May 4, 2053
Pricing Date:	April 20, 2023
Settlement Date:	April 28, 2023 (T+6)
Coupon:	6.338%
Coupon Payment Frequency:	Semiannual
Issue Price:	99.998%, plus accrued interest, if any, from April 28, 2023
Reference Benchmark Treasury:	4.000% due November 15, 2052
Reference Benchmark Treasury Price and Yield:	104-21; 3.738%
Re-offer Spread over Benchmark Treasury:	260 bps
Yield to Maturity:	6.338%

Interest Payment Dates:	Semi-annually on May 4 and November 4 of each year, commencing on November 4, 2023
Optional Redemption:	Prior to November 4, 2052 (six months prior to their maturity date) (the “Notes Par Call Date”), Mexico may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Notes Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 40 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after the Notes Par Call Date, Mexico may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date. “Treasury Rate” for this purpose means, with respect to any redemption date, the yield determined by Mexico as described under “Description of the Notes—Optional Redemption” in the Prospectus Supplement.
Gross Proceeds:	U.S.$2,941,329,172***
Ranking:	Senior Unsecured
Governing Law:	State of New York
Registration:	Securities and Exchange Commission (“SEC”) Registered
Authorized Denominations:	U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof

2

Day Count:	30/360
Business Day Convention:	If any payment date for the Notes falls on a day that is not a Business Day, Mexico will make the payment on the next Business Day. Mexico will treat these payments as if they were made on the due date, and no additional interest will accrue as a result of this delay.
Business Days:	New York
Underwriting Discount:	0.19%
Listing/Trading:	Application will be made to the Euro MTF Market of the Luxembourg Stock Exchange (the “Euro MTF”). Application will also be made to the London Stock Exchange plc for the Notes to be admitted to trading on the London Stock Exchange plc’s International Securities Market (the “ISM”) and the London Stock Exchange plc’s Sustainable Bond Market. Neither the Euro MTF nor the ISM is a regulated market for the purposes of Directive 2014/65/EU.
ISIN:	US91087BAX82
CUSIP:	91087B AX8
Joint Book-Running Managers /Allocation:	Citigroup Global Markets Inc. (25%) HSBC Securities (USA) Inc. (25%) Mizuho Securities, Inc. USA LLC (25%) Morgan Stanley & Co. LLC (25%)
Prohibition of Sales to EEA Retail Investors:	Applicable
Prohibition of Sales to UK Retail Investors:	Applicable

* Note: The aggregate principal amount of Notes includes approximately U.S.$1,591,388,000 intended to fund the purchase of outstanding Preferred Tenders and Non-Preferred Tenders (as such term is defined in the Offer to Purchase, dated April 20, 2023, of Mexico) in the concurrent tender offer pursuant to the Offer to Purchase, and the amount may be adjusted based on final acceptances in the tender offer. Mexico will announce the amount of Preferred Tenders and Non-Preferred Tenders that it is accepting on April 21, 2023.

3

** 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. Each securities rating should be evaluated independent of each other securities rating.

*** Note: The total gross proceeds amount may be adjusted in proportion to the adjustment, if any, to be made to the aggregate amount of Notes.

A prospectus dated March 1, 2022 accompanies this free writing prospectus and is available from the SEC’s website at: https://www.sec.gov/Archives/edgar/data/101368/000119312522061213/d233944dsba.htm

A preliminary prospectus supplement, subject to completion, dated April 20, 2023, for the Notes, is available from the SEC’s website at: https://www.sec.gov/Archives/edgar/data/101368/000119312523107511/d403924d424b2.htm

Mexico’s annual report on Form 18-K for the fiscal year ended December 31, 2021 is available from the SEC’s website at:

https://www.sec.gov/Archives/edgar/data/0000101368/000119312522170073/0001193125-22-170073-index.htm.

Amendment No. 1 to the Annual Report on Form 18-K/A as filed with the SEC on August 8, 2022 is available on the SEC’s website using the following link: https://www.sec.gov/Archives/edgar/data/d333739d18ka.htm/000119312522214218/0001193125-22-214218-index.html.

Amendment No. 2 to the Annual Report on Form 18-K/A as filed with the SEC on August 19, 2022 is available on the SEC’s website using the following link: https://www.sec.gov/Archives/edgar/data/d382931d18ka.htm/000119312522225091/0001193125-22-225091-index.html.

Amendment No. 3 to the Annual Report on Form 18-K/A as filed with the SEC on January 3, 2023 is available on the SEC’s website using the following link: https://www.sec.gov/Archives/edgar/data/101368/000119312523000275/0001193125-23-000275-index.htm.

Amendment No. 4 to the Annual Report on Form 18-K/A as filed with the SEC on January 9, 2023 is available on the SEC’s website using the following link: https://www.sec.gov/Archives/edgar/data/101368/000119312523004356/0001193125-23-004356-index.htm

Amendment No. 5 to the Annual Report on Form 18-K/A as filed with the SEC on April 20, 2023 is available on the SEC’s website using the following link: https://www.sec.gov/Archives/edgar/data/101368/000119312523107507/0001193125-23-107507-index.html

The issuer has filed a registration statement (including the prospectus) and the preliminary prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the website of the SEC 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 Citigroup Global Markets Inc., at +1 (800) 831-9146, HSBC Securities (USA) Inc. at +1 (866) 811-8049, Mizuho Securities, Inc. USA LLC at +1 (866) 271-7403, or Morgan Stanley & Co. LLC at +1 (800) 624-1808.

4

No EU PRIIPs or UK PRIIPs KID: No EU PRIIPs or UK PRIIPs key information document (KID) has been prepared as not available to retail in the EEA or the UK.

This communication is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Notes will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

SECTION 309B(1) OF THE SECURITIES AND FUTURES ACT (CHAPTER 289 OF SINGAPORE) NOTIFICATION: The Notes in this offering are “prescribed capital markets products” (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in the Monetary Authority of Singapore (“MAS”) Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

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.

5

Exhibit C

Term Sheet

Filed pursuant to Rule 433

Registration Statement No. 333-262317

April 21, 2023

United Mexican States

Final Terms and Conditions

6.338% Notes due 2053

Issuer:	United Mexican States
Transaction:	6.338% Notes due 2053 (the “Notes”)
Issue Currency:	U.S. Dollars
Issue Size:	U.S.$[•]
Ratings:	Baa2(stable)/BBB(stable)/BBB-(stable)(Moody’s/Standard & Poor’s/Fitch)*
Maturity Date:	May 4, 2053
Pricing Date:	April 20, 2023
Settlement Date:	April 28, 2023 (T+6)
Coupon:	6.338%
Coupon Payment Frequency:	Semiannual
Issue Price:	99.998%, plus accrued interest, if any, from April 28, 2023
Reference Benchmark Treasury:	4.000% due November 15, 2052
Reference Benchmark Treasury Price and Yield:	104-21; 3.738%
Re-offer Spread over Benchmark Treasury:	260 bps
Yield to Maturity:	6.338%

Interest Payment Dates:	Semi-annually on May 4 and November 4 of each year, commencing on November 4, 2023
Optional Redemption:	Prior to November 4, 2052 (six months prior to their maturity date) (the “Notes Par Call Date”), Mexico may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Notes Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 40 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after the Notes Par Call Date, Mexico may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date. “Treasury Rate” for this purpose means, with respect to any redemption date, the yield determined by Mexico as described under “Description of the Notes—Optional Redemption” in the Prospectus Supplement.
Gross Proceeds:	U.S.$[•]
Ranking:	Senior Unsecured
Governing Law:	State of New York
Registration:	Securities and Exchange Commission (“SEC”) Registered
Authorized Denominations:	U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof

2

Day Count:	30/360
Business Day Convention:	If any payment date for the Notes falls on a day that is not a Business Day, Mexico will make the payment on the next Business Day. Mexico will treat these payments as if they were made on the due date, and no additional interest will accrue as a result of this delay.
Business Days:	New York
Underwriting Discount:	0.19%
Listing/Trading:	Application will be made to the Euro MTF Market of the Luxembourg Stock Exchange (the “Euro MTF”). Application will also be made to the London Stock Exchange plc for the Notes to be admitted to trading on the London Stock Exchange plc’s International Securities Market (the “ISM”) and the London Stock Exchange plc’s Sustainable Bond Market. Neither the Euro MTF nor the ISM is a regulated market for the purposes of Directive 2014/65/EU.
ISIN:	US91087BAX82
CUSIP:	91087B AX8
Joint Book-Running Managers /Allocation:	Citigroup Global Markets Inc. (25%) HSBC Securities (USA) Inc. (25%) Mizuho Securities, Inc. USA LLC (25%) Morgan Stanley & Co. LLC (25%)
Prohibition of Sales to EEA Retail Investors:	Applicable
Prohibition of Sales to UK Retail Investors:	Applicable

* 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. Each securities rating should be evaluated independent of each other securities rating.

A prospectus dated March 1, 2022 accompanies this free writing prospectus and is available from the SEC’s website at: https://www.sec.gov/Archives/edgar/data/101368/000119312522061213/d233944dsba.htm

3

A preliminary prospectus supplement, subject to completion, dated April 20, 2023, for the Notes, is available from the SEC’s website at: https://www.sec.gov/Archives/edgar/data/101368/000119312523107511/d403924d424b2.htm

Mexico’s annual report on Form 18-K for the fiscal year ended December 31, 2021 is available from the SEC’s website at:

https://www.sec.gov/Archives/edgar/data/0000101368/000119312522170073/0001193125-22-170073-index.htm

Amendment No. 1 to the Annual Report on Form 18-K/A as filed with the SEC on August 8, 2022 is available on the SEC’s website using the following link: https://www.sec.gov/Archives/edgar/data/d333739d18ka.htm/000119312522214218/0001193125-22-214218-index.html

Amendment No. 2 to the Annual Report on Form 18-K/A as filed with the SEC on August 19, 2022 is available on the SEC’s website using the following link: https://www.sec.gov/Archives/edgar/data/d382931d18ka.htm/000119312522225091/0001193125-22-225091-index.html

Amendment No. 3 to the Annual Report on Form 18-K/A as filed with the SEC on January 3, 2023 is available on the SEC’s website using the following link: https://www.sec.gov/Archives/edgar/data/101368/000119312523000275/0001193125-23-000275-index.htm.

Amendment No. 4 to the Annual Report on Form 18-K/A as filed with the SEC on January 9, 2023 is available on the SEC’s website using the following link: https://www.sec.gov/Archives/edgar/data/101368/000119312523004356/0001193125-23-004356-index.htm

Amendment No. 5 to the Annual Report on Form 18-K/A as filed with the SEC on April 20, 2023 is available on the SEC’s website using the following link: https://www.sec.gov/Archives/edgar/data/101368/000119312523107507/0001193125-23-107507-index.htm

The issuer has filed a registration statement (including the prospectus) and the preliminary prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the website of the SEC 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 Citigroup Global Markets Inc., at +1 (800) 831-9146, HSBC Securities (USA) Inc. at +1 (866) 811-8049, Mizuho Securities, Inc. USA LLC at +1 (866) 271-7403, or Morgan Stanley & Co. LLC at +1 (800) 624-1808.

No EU PRIIPs or UK PRIIPs KID: No EU PRIIPs or UK PRIIPs key information document (KID) has been prepared as not available to retail in the EEA or the UK.

4

This communication is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Notes will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

SECTION 309B(1) OF THE SECURITIES AND FUTURES ACT (CHAPTER 289 OF SINGAPORE) NOTIFICATION: The Notes in this offering are “prescribed capital markets products” (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in the Monetary Authority of Singapore (“MAS”) Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

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.

5

Schedule A

UNITED MEXICAN STATES

UNDERWRITING TERMS

DATED JANUARY 2022

The United Mexican States (“Mexico”) proposes to issue and sell from time to time certain of its unsecured debt securities (the “Debt Securities”) that may be registered under the Registration Statement, as defined in Section 1(p) hereof. Each series of the Debt Securities issued on the date hereof (each, a “Series”), will be constituted under an amended and restated indenture, dated as of June 1, 2015, as amended from time to time after the date hereof (the “Indenture”), between Mexico and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), and an authorization delivered to the Trustee pursuant to Section 2.1(c) of the Indenture and applicable to such Series (each, an “Authorization” and, collectively, “Authorizations”). Unless otherwise specifically provided for and set forth in a Prospectus Supplement (as defined below), the Debt Securities denominated and payable in U.S. dollars will be issued in denominations of U.S. $2,000 and integral multiples of U.S. $1,000 in excess thereof. The authorized denominations of Debt Securities denominated in currencies (including composite currencies) other than U.S. dollars will be set forth in an applicable Prospectus Supplement. The Debt Securities may be issued in registered, book-entry or certificated form. The Debt Securities of each Series will have the interest rates, maturities and, if applicable, other terms set forth in the applicable Prospectus Supplement. The Debt Securities of each Series will be issued, and the terms thereof established, in accordance with the Indenture, the Authorization and the Terms Agreement (as defined in Section 2(a)). For the purposes of these underwriting terms (the “Underwriting Terms”), the term “Underwriter” shall refer to each underwriter that has agreed to severally purchase the Debt Securities and has executed the accompanying Terms Agreement with Mexico in respect of the sale and purchase of the Debt Securities, and for whom one or more representatives (the “Representatives”) will act as representatives. In acting under this Agreement, each Underwriter is acting individually and not jointly, unless otherwise specified in the Terms Agreement.

All references herein to “this Agreement” shall refer to the Terms Agreement, including these Underwriting Terms as incorporated therein.

All references in this Agreement to principal, premium and interest in respect of the Debt Securities 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 Debt Securities.

1. Representations and Warranties. Mexico represents and warrants to, and agrees with, each Underwriter as set forth below in this Section 1. Certain terms used in this Section 1 are defined in paragraph (p) hereof.

A-1

(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”) a Registration Statement on such Schedule, including a Base Prospectus, which has become effective for the registration under the Act for debt securities or warrants, including the Debt Securities. Such Registration Statement meets the requirements set forth in Commission Release No. 33-6424 and complies in all other material respects with such Release. Mexico has included in such Registration Statement, or has filed or will file with the Commission pursuant to the applicable paragraph of Rule 424(b) under the Act, a Base Prospectus, including the plan of distribution of the Debt Securities. In connection with the sale of the Debt Securities 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 Base Prospectus (each, a “Prospectus Supplement”) specifying the principal amount, interest rates, maturity dates, any updates or amendments to the plan of distribution relating to the Debt Securities and, if appropriate, other terms of such Debt Securities 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 and at the date of delivery by Mexico of the Debt Securities sold under this Agreement (the “Closing Date”), (i) the Registration Statement, 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 rules thereunder; (ii) all documents incorporated by reference into the Registration Statement, the Base Prospectus, the Pricing Prospectus or the Prospectus as filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) will comply in all material respects with the applicable requirements of the Exchange Act and the rules thereunder; (iii) the Registration Statement 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 (iv) the Prospectus, as supplemented as of any such time, and the Time of Sale Information (as defined in Section 1(p)), 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, and each Issuer Free Writing Prospectus listed in Exhibit A to the Terms Agreement did not or will not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus; provided, however, that Mexico makes no representations or warranties as to the information contained in or omitted from the Registration Statement, the Pricing Prospectus or the Prospectus in reliance upon and in conformity with information furnished in writing to Mexico by or on behalf of any Underwriter through the Representatives specifically for inclusion in the Registration Statement, the Pricing Prospectus or the Prospectus.

(c) Subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus and the Time of Sale Information, except as set forth in or contemplated by the Registration Statement, the Prospectus and the Time of Sale Information and as of the Execution Date of this Agreement, there has not been any material adverse change in or affecting the financial, economic, political or other condition of Mexico.

A-2

(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 Indenture and each Authorization, for the issuance of Debt Securities under the Indenture and sale of Debt Securities by Mexico under this Agreement, including, without limitation, a Decree of the President of Mexico and the confirmation of authority (the “Confirmation of Authority”) issued by the Secretary of Finance and Public Credit.

(e) The Debt Securities have been duly authorized and, when executed and authenticated in accordance with the Indenture and delivered against payment therefor in accordance with this Agreement, will be entitled to the benefits of the Indenture and will constitute valid and legally binding, direct, general, unconditional and unsubordinated Public External Indebtedness of Mexico (as defined below) for which the full faith and credit of Mexico is pledged. The Debt Securities and the Indenture will conform to the descriptions thereof in the Prospectus. “External Indebtedness” shall mean any Indebtedness that is a payment obligation or contingent liability payable in any currency other than the currency of Mexico (other than any such Indebtedness that is originally issued or incurred within Mexico). For this purpose, settlement of original issuance by delivery of Indebtedness (or the instruments evidencing such Indebtedness) within Mexico shall be deemed to be original issuance within Mexico. “Indebtedness” shall mean any payment obligation, including any contingent liability, of any person arising from bonds, debentures, notes or other securities. “Public External Indebtedness” shall mean any Public Indebtedness that is a payment obligation or contingent liability payable in any currency other than the currency of Mexico (other than any such Public Indebtedness that is originally issued or incurred within Mexico). For this purpose, settlement of original issuance by delivery of Public Indebtedness (or the instruments evidencing such Public Indebtedness) within Mexico shall be deemed to be original issuance within Mexico. “Public Indebtedness” shall mean any payment obligation, including any contingent liability, of any person arising from bonds, debentures, Debt Securities or other securities that (A) are, or were intended at the time of issuance to be, quoted, listed or traded on any securities exchange or other securities market (including, without limiting the generality of the foregoing, securities eligible for resale pursuant to Rule 144A under the Act (or any successor law or regulation of similar effect)) and (B) have an original maturity of more than one year or are combined with a commitment so that the original maturity of one year or less may be extended at the option of Mexico to a period in excess of one year.

(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 Debt Securities, this Agreement, the Indenture and each Authorization; 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 Debt Securities and the compliance by Mexico with all of the provisions of the Debt Securities, the Indenture, the Authorizations 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.

A-3

(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 Indenture or the Authorizations or (B) on any payment to be made by Mexico under this Agreement or any payment of principal, premium, interest or additional amounts, if any, under any Debt Security, provided that such Debt Security 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 for tax purposes in Mexico.

(ii) No stamp, registration or similar taxes or duties are payable by or on behalf of any Underwriter to Mexico or any political subdivision or taxing authority thereof or therein in connection with (A) the purchase by the Underwriters of Debt Securities or (B) the sale by any Underwriter of Debt Securities.

(i) The issuance of Debt Securities by Mexico under this Agreement and under the Indenture and the Authorizations complies with, and is within the limits set forth in, Mexico’s Federal Revenue Law in effect as of the Execution Date.

(j) The use by Mexico of the proceeds of any issue of Debt Securities would not impair Mexico’s obligations thereunder.

(k) Mexico has not made any offer relating to the Debt Securities 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 Debt Securities.

(l) 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 as of the Execution Date, Mexico was not and is not an “ineligible issuer” (as defined in Rule 405 under the 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.”

(m) Exhibit A to the Terms Agreement is a complete list of any Issuer Free Writing Prospectuses relating to the Debt Securities for which Mexico has received the consent of the Representatives.

(n) 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.

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(o) Mexico will not, directly or indirectly, use the proceeds of any sale of the Debt Securities, or lend, contribute or otherwise make available such proceeds to any entity or person, (i) to fund any activities of or business with any person that, at the time of such funding, is the subject of any sanctions administered or enforced by the U.S. Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of Commerce, the U.S. Department of State, the United Nations Security Council, the European Union, or Her Majesty’s Treasury (collectively, “Sanctions”), or is in a country or territory that, at the time of such funding, is the subject of Sanctions broadly restricting or prohibiting dealings with such country or territory (presently, Crimea, Cuba, Iran, North Korea, or Syria) or (ii) in any other manner, in each case as would result in a violation by any person (including any person participating in a sale or offering of the Debt Securities, whether as agent, purchaser, underwriter, advisor, investor or otherwise) of Sanctions.

(p) The terms which follow, when used in this Agreement, shall have the meanings indicated. “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 the Terms Agreement is executed and delivered by the parties hereto. “Base Prospectus” shall mean the base prospectus relating to the securities contained in the Registration Statement, as amended from time to time. “Issuer Free Writing Prospectus” shall mean an “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Debt Securities. “Pricing Prospectus” shall mean the Base Prospectus, as amended and supplemented by a preliminary Prospectus Supplement for the Debt Securities. “Prospectus” shall mean the Base Prospectus and the final Prospectus Supplement for the Debt Securities, as filed with the Commission pursuant to Rule 424(b)(2). “Registration Statement” shall have the meaning given such term in the Terms Agreement. “Time of Sale” shall mean, with respect to the Debt Securities, the date and time set forth in the Terms Agreement relating to the Debt Securities. “Time of Sale Information” shall mean, with respect to the Debt Securities, the Pricing Prospectus for the Debt Securities, considered together with each Issuer Free Writing Prospectus listed in Exhibit A to the Terms Agreement related to the Debt Securities, as of the Time of Sale. Any reference herein to the Registration Statement, the Base Prospectus, the Pricing Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, as filed under the Exchange Act; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, the Pricing Prospectus 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 Base Prospectus, the Pricing Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. All references herein to “dollars,” “U.S. $” or “$” shall be to dollars of the United States of America.

2. Purchase and Sale of Debt Securities.

(a) The obligations of each Underwriter to purchase Debt Securities will be evidenced by an agreement or exchange of other written communications to which these Underwriting Terms are attached (the “Terms Agreement”) (which shall be in writing and signed by an official holding the position specified in the Confirmation of Authority) at the time Mexico determines to sell the Debt Securities. Unless the context otherwise requires, each reference contained herein to the “Terms Agreement” shall be deemed to include these Underwriting Terms, and express mention of the Terms Agreement in any provisions hereof shall not be construed as excluding the Terms Agreement in those provisions hereof where such express mention is not made. The Terms Agreement describes the Debt Securities to be purchased by each Underwriter and specifies the aggregate principal amount of such Debt Securities, the price to be paid to Mexico for such Debt Securities, the maturity date of such Debt Securities, the rate at which interest will be paid on such Debt Securities, the dates on which interest will be paid on such Debt Securities and the record date with respect to each such payment of interest, the Closing Date for the purchase of such Debt Securities, the place of delivery of the Debt Securities 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 Sections 6(b), 6(c), 6(d), 6(e), 6(f) and 6(g) hereof. The Terms Agreement may also specify the period of time referred to in Section 5(l) hereof. Each Underwriter’s commitment to purchase the Debt Securities shall be deemed to have been made on the basis of the representations and warranties of Mexico contained in this Agreement, and shall be subject to the terms and conditions set forth in this Agreement.

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(b) Subject to the terms and conditions and in reliance upon the representations and warranties set forth in the Terms Agreement, Mexico hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from Mexico the respective principal amounts of Debt Securities set forth opposite the name of such Underwriter in Annex I to the Terms Agreement at the Purchase Price set forth in Annex II to the Terms Agreement on the Closing Date.

3. Delivery and Payment. Delivery of the certificates for Debt Securities sold pursuant to this Agreement to the Representatives for the respective accounts of the several Underwriters shall be made not later than the Closing Date agreed to in the Terms Agreement, against payment by the several Underwriters through the Representatives of immediately available funds (or such other consideration as is agreed between Mexico and the Representatives) to the account specified by Mexico in the net amount due to Mexico for such Debt Securities.

4. Public Offering.

(a) It is understood that the several Underwriters may offer the Debt Securities for sale to the public as set forth in the Prospectus Supplement.

(b) In addition to the provisions of paragraph (a) of this Section 4, each Underwriter through the Representatives 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 Debt Securities or distribute any Registration Statement, the Base Prospectus or any Prospectus Supplement or any other material relating to the offering of the Debt Securities, 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 registration requirements, prospectus delivery or approval requirements or antifraud provisions) and which will not impose any obligations on Mexico except as contained in this Agreement. Without limiting the generality of the foregoing, each Underwriter through the Representatives severally represents and agrees that it has not offered, sold or delivered and it will not offer, sell or deliver, directly or indirectly, any of the Debt Securities in or from any jurisdiction except in accordance with the selling restrictions contained in the Base Prospectus and any selling restrictions contained in the applicable Prospectus Supplement or any other material relating to the offering of the Debt Securities.

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(c) 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 qualification of the Debt Securities for offer and sale under the laws of such jurisdictions as Mexico and the Representatives may agree pursuant to Section 5(h), Mexico shall not have any responsibility for, and each Underwriter through the Representatives severally agrees with Mexico that each such Underwriter 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 Debt Securities 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 Debt Securities.

(d) Each Underwriter through the Representatives severally represents, warrants and agrees that it has not made and will not make any offer relating to the Debt Securities 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 Debt Securities containing customary information and conveyed to purchasers of the Debt Securities or otherwise approved prior to the use thereof by Mexico and the Representatives, or retained by Mexico under Rule 433 under the Act.

(e) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(f) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Covered Entity” means any of the following:

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

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(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

5. Covenants. Mexico agrees with each Underwriter that:

(a) Prior to the termination of the offering of the Debt Securities, Mexico will advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, the Prospectus or the Time of Sale Information (except for a supplement relating to an offering of securities other than debt securities issued under the Registration Statement or the Base Prospectus), and will not effect such amendment or supplementation without the consent of the Representatives, which consent may not be unreasonably withheld. Subject to the foregoing sentence, in connection with an issue of Debt Securities 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 Debt Securities, 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 the Representatives (i) when, prior to termination of any offering of Debt Securities, the Registration Statement, Prospectus, or the Time of Sale Information, and any amendment or supplement thereto (except as provided in this Section 5(a)), shall have been filed with the Commission pursuant to Rule 424(b) or become effective, (ii) of any request by the Commission for any amendment of the Registration Statement or supplement to the Prospectus or for any additional information, (iii) 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 (iv) of the receipt by Mexico of any notification with respect to the suspension of the qualification of the Debt Securities 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 Debt Securities (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 the Representatives, (ii) prepare and file with the Commission, subject to the first sentence of paragraph (a) of this Section 5, 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 the Representatives in such quantities as the Representatives may reasonably request; provided, however, that in the event that any Underwriter is required to deliver a prospectus relating to the Debt Securities at any time nine months or more after the Closing Date, such Underwriter 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 the Representatives of such supplemented Prospectuses.

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(c) Mexico will not make any offer relating to the Debt Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Act without the Representatives’ prior written consent.

(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 in respect of the Debt Securities 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 Representatives, or cause the Representatives to be given, prompt notice thereof, and if the Representatives so request, will cause to be prepared and furnished without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this covenant 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 or on behalf of any Underwriter through the Representatives expressly for use therein.

(f) Mexico will make generally available to its security holders in the United States and to the Representatives 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 Underwriter and its 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 Debt Securities as each Underwriter may reasonably request.

(h) Mexico will arrange for the qualification of the Debt Securities for sale under the laws of such jurisdictions of the United States and Canada as the Representatives may designate and such other jurisdictions as Mexico and the Representatives shall agree upon and will maintain such qualifications in effect so long as required for the distribution of the Debt Securities; 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.

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(i) So long as any of the Debt Securities 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 such Debt Securities 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 such Debt Securities in accordance with their terms including, without limitation, causing that payments made pursuant to such Debt Securities be included in Mexico’s Annual Federal Budget.

(j) Mexico will notify the Comisión Nacional Bancaria y de Valores (the “National Banking and Securities Commission”), only for informational purposes, of the offering of the Debt Securities, in accordance with the Mexican Securities Market Law.

(k) Unless otherwise specified in the Terms Agreement, Mexico shall pay all expenses incident to the performance of its obligations under this Agreement, whether or not any sale of the Debt Securities is consummated, 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 Debt Securities, the fees and disbursements, other than the fees and disbursements of each Underwriter’s counsel, incurred in compliance with Section 5(h), the fees and disbursements of the Trustee, the fees of any agency that rates the Debt Securities and the filing fees incident to any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Debt Securities.

(l) During the period, if any, specified in the Terms Agreement, Mexico shall not, without the prior consent of the Representatives, 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 Debt Securities being sold pursuant to this Agreement and any other debt securities described in such Terms Agreement).

(m) The issuance of the Debt Securities under this Agreement and under the Indenture will comply with and will be within the limits set forth in Mexico’s Federal Revenue Law for the applicable year.

(n) Unless otherwise set forth in the Prospectus Supplement, Mexico further agrees with each Underwriter that it will apply to have the Debt Securities admitted for trading on the Euro MTF Market, the alternative market of the Luxembourg Stock Exchange, and will use its reasonable best efforts to furnish to such Exchange all documents, information and undertakings that may be reasonably necessary in order to effect such listing.

(o) In respect of any Debt Securities which must be redeemed before the first anniversary of the date of their issue, Mexico will issue such Debt Securities only if the Debt Securities can be issued without contravention of Section 19 of the Financial Services and Markets Act 2000.

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6. Conditions to the Obligations of the Underwriters. The obligations of each Underwriter to purchase the Debt Securities will be subject to the accuracy of the representations and warranties on the part of Mexico contained in this Agreement as of the Execution Date and as of the Closing Date for the Debt Securities, to the performance and observance by Mexico of all its covenants and agreements contained in this Agreement 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) Mexico shall have furnished to the Representatives an opinion, in form and substance reasonably satisfactory to the Representatives, of the Federal Fiscal Attorney of the Federation, the Deputy Federal Fiscal Attorney of the Federation for Financial Affairs of Mexico 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 Federal Law of Public Debt, Mexico has full power and authority to execute and deliver the Authorization, and to perform and comply with the terms and provisions of this Agreement, the Indenture and the Authorization; this Agreement, the Indenture and the Authorization have been duly authorized, executed and delivered by Mexico and, assuming that each of this Agreement, the Indenture and the Authorization constitutes a valid and legally binding agreement under New York law, each of this Agreement, the Indenture and the Authorization constitutes a valid and legally binding agreement, enforceable in accordance with its respective terms, subject to laws of general applicability relating to or affecting creditors’ rights;

(ii) pursuant to Mexico’s Constitution and other Mexican laws and regulations, and in particular to Article 5 of the Federal Law of Public Debt, Mexico has full power and authority to enter into, perform and comply with the terms and provisions of the Debt Securities; the Debt Securities 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 Indenture and delivered against payment therefor in accordance with this Agreement, the Debt Securities will constitute valid, legally binding, direct, general and unconditional Public External Indebtedness of Mexico enforceable in accordance with their terms and entitled to the benefits of the Indenture and the Authorization; 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 Debt Securities; and the Debt Securities rank and will rank without any preference among themselves and equally with all other unsubordinated Public External Indebtedness of Mexico, it being understood that this provision will not be construed so as to require Mexico to make payments under the Debt Securities ratably with payments being made under any other Public External Indebtedness;

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(iii) neither the execution and delivery of this Agreement, the Indenture, the Authorization or the Debt Securities, 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 (including without limitation the Federal Revenue Law for the applicable Fiscal Year, in particular, Article 2, or any other reference to the authorization given to the Executive Branch, through the Ministry of Finance and Public Credit, to contract loans and issue securities in foreign markets to finance the Federal Budget for the applicable Fiscal Year as well as for the purpose of exchanging or refinancing Mexico’s External Indebtedness, and all other provisions included in such law (and, in the case of this 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 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 Underwriters and the Mexican counsel to the Underwriters) from and registrations with all governmental authorities in Mexico that are necessary for the execution and delivery of this Agreement, the Indenture, and the Authorization, and for the execution, issuance, sale and delivery of the Debt Securities under this Agreement and the performance by Mexico of the covenants contained in this Agreement, the Indenture, the Authorization and the Debt Securities have been obtained and are in full force and effect; once the Debt Securities are issued, a notice is required to be delivered by Mexico to the National Banking and Securities Commission; provided, however, that the failure to give such notice shall not affect Mexico’s obligations under the Debt Securities; all necessary action by Mexico in connection with the Debt Securities has been duly taken, including the issuance of a Decree of the President of Mexico;

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(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 Indenture or the Authorization regarding the execution, issuance, sale and delivery of the Debt Securities, 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 may not be ordered by Mexican courts against property of Mexico;

(vii) the choice of New York law in this Agreement, the Indenture (including the Authorization pursuant thereto) and the Debt Securities is a valid choice of law and, accordingly, would be recognized and applied by the courts of Mexico if this Agreement, the Indenture, the Authorization or the Debt Securities 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 Indenture, the Authorization or the Debt Securities, a Mexican court would apply Mexican procedural law); the irrevocable submission of Mexico pursuant to Section 15 hereof and Section 9.7 of the Indenture to the jurisdiction of any state or federal court sitting in The Borough of Manhattan, The City of New York, in respect of any action by any Underwriter, or by any persons controlling such Underwriter, arising out of or based upon this Agreement or any action brought by any of the holders of the Debt Securities or the Trustee arising out of or based on the Indenture or the Debt Securities, 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 9.7 of the Indenture 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 of Mexico) with respect to any action, claim or proceeding arising out of or based upon this Agreement, the Indenture or the Debt Securities, 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 9.7 of the Indenture is legal, valid and binding; service of process effected in the manner set forth in Section 15 hereof and Section 9.7 of the Indenture, assuming its validity under New York law, will be effective, to confer valid personal jurisdiction over Mexico;

(viii) in accordance with article 104 of the Constitution of Mexico, any action against Mexico arising out of or based on the Debt Securities, or arising out of or based on this Agreement, may be instituted by the holders of the Debt Securities or by the Underwriters, 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 or the Debt Securities, 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:

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(A) such judgment is obtained in compliance with the legal requirements of the jurisdiction of the court rendering such judgment and in compliance with all legal requirements of this Agreement or the Debt Securities, 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 Indenture (including the Authorization pursuant thereto) or the Debt Securities, it is not necessary that this Agreement, the Indenture (including the Authorization pursuant thereto) or the Debt Securities 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 Indenture, the Authorization or the Debt Securities, 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;

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(x) pursuant to article 5, fraction II, second paragraph, of the Federal Law of Public Debt and article 166, twentieth paragraph, subsection (a) of the Income Tax Law, payments of principal, premium or interest in respect of the Debt Securities will be exempt from any withholding tax, provided that such Debt Security is directly held by an individual or corporation who is not a resident of Mexico for tax purposes and that such Debt Security is not held through a permanent establishment for tax purposes in Mexico to which such principal, premium or interest payments are attributable, and the Debt Security is not payable 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 Debt Securities; 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, the Indenture, the Authorization or the Debt Securities.

(xi) this Agreement, the Indenture, the Authorization and the Debt Securities 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 Base Prospectus 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) The Representatives shall have received from Cleary Gottlieb Steen & Hamilton LLP, United States counsel to Mexico, such opinion or opinions, dated the Closing Date in form and substance reasonably satisfactory to the Representatives, to the effect that:

(i) this Agreement has been duly executed and delivered by Mexico under the law of the State of New York;

(ii) the Indenture has been duly executed and delivered by Mexico and, assuming due authorization, execution and delivery of the Indenture by the Trustee, constitutes 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;

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(iii) assuming due authorization, execution and delivery by Mexico of the Authorization setting forth the specific terms of the Debt Securities, and of the Debt Securities against payment therefor, and assuming due authentication, execution and delivery of the Debt Securities by the Trustee, the Debt Securities will be the valid, binding and enforceable obligations of Mexico, entitled to the benefits of the Indenture, (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 Debt Securities by Mexico pursuant to this Agreement and the performance by Mexico of its obligations in this Agreement, the Indenture and the Debt Securities 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 Indenture, any Authorization and the Debt Securities, 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 Debt Securities under this Agreement (but we express no opinion relating to any state securities or Blue Sky laws);

(v) the issuance and sale of the Securities to the Underwriters pursuant to this Agreement do not, and the performance by Mexico of its obligations in this Agreement, the Indenture and the Debt Securities will not, result in a violation of any United States federal or New York State law that in such counsel’s experience normally would be applicable with respect to such issuance, sale or performance (but we express no opinion relating to any United States federal securities laws or state securities or Blue Sky laws);

(vi) 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;

(vii) the statements set forth under the heading “Description of the Securities—Debt Securities” in the Prospectus, as amended and supplemented by the statements set forth in the preliminary and final Prospectus Supplement and the documents listed in Schedule I of such opinion, insofar as such statements purport to summarize certain provisions of the Debt Securities and the Indenture, provide a fair summary of such provisions; and

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(viii) the description of U.S. Federal tax consequences set forth under the caption “Taxation—United States Federal Taxation” in the Base Prospectus, 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 Debt Securities.

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 the Representatives a letter, dated the Closing Date, to the effect that:

(i) the Registration Statement, at the time it became effective, and the Prospectus (except the financial data included therein, the statistical data (including the mining and petroleum reserve and production data) included in the sourcebook, and Exhibit C to Mexico’s annual report on Form 18-K for the applicable fiscal year (the “18-K”), as to which such counsel need express no view), as of the Time of Sale and the Closing Date, 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 (except the financial data included therein, the statistical data (including the mining and petroleum reserve and production data) included in the sourcebook, and Exhibit C to the 18-K, as to which such counsel need express no view), 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 Time of Sale Information (as of the Time of Sale) or the Prospectus (except the financial data included therein, the statistical data (including the mining and petroleum reserve and production data) included in the sourcebook, and Exhibit C to the 18-K, as to which such counsel need express no view), as of the Time of Sale and the Closing 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

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(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 information included in the Base Prospectus under the caption “Plan of Distribution.” 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);

(d) The Representatives shall have received from Ritch, Mueller y Nicolau, S.C., Mexican counsel to the Underwriters, an opinion, dated the Closing Date, in form and substance reasonably satisfactory to the Representatives. In rendering such opinion, such Mexican counsel to the Underwriters 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 Underwriters described in subsection (e) of this Section 6;

(e) The Representatives shall have received from Sullivan & Cromwell LLP, United States counsel to the Underwriters, such opinion or opinions, dated the Closing Date, with respect to the issuance and sale of the Debt Securities, the Indenture, the Registration Statement, the Prospectus (together with any supplement thereto) and other related matters as the Representatives 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 Underwriters may rely, without independent investigation on its part, as to matters governed by Mexican law upon the opinion of the Federal Fiscal Attorney of the Federation, the Deputy Federal Fiscal Attorney of the Federation for Financial Affairs of Mexico 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 6 and the opinion of the Mexican counsel to the Underwriters described in subsection (d) of this Section 6;

(f) Mexico shall have furnished to the Representatives a certificate, signed by an official named in the Confirmation of Authority, dated the Closing 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 Underwriters to purchase the Debt Securities;

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(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 Confirmation of Authority shall have furnished to the Representatives a certificate, dated the Closing Date, to the effect that as of its effective date, the Registration Statement and any further amendment thereto made by Mexico prior to the Closing 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 Time of Sale Information, the Prospectus and any further amendment or supplement thereto made by Mexico prior to the Closing 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 the light of the circumstances under which they were made, not misleading and that, as of the Closing Date, neither the Registration Statement nor the Prospectus or any further amendment or supplement thereto made by Mexico prior to the Closing Date contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the 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, the Time of Sale Information or the Prospectus or any amendment or supplement thereto made in reliance upon and in conformity with information furnished to Mexico in writing by or on behalf of the Underwriters through the Representatives expressly for use in the Registration Statement or the Prospectus or any amendment or supplement thereto; and

(h) Prior to the Closing Date, Mexico shall have furnished to the Representatives such further information, certificates and documents as the Representatives 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 Representatives and counsel for the Underwriters.

The documents required to be delivered by this Section 6 shall be delivered at the office of the United States counsel to Mexico, Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza, New York, New York 10006.

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, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and required to be delivered to the Representatives pursuant to the terms thereof (other than any such opinions or certificates delivered to and accepted by the Representatives prior to the Execution Date of this Agreement) shall not be in all material respects reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder and with respect to the Debt Securities subject thereto may be cancelled at, or at any time prior to, the respective Closing Date by the Representatives. Notice of such cancellation shall be given to Mexico in writing or by telephone confirmed in writing.

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7. Indemnification and Contribution. (a) Mexico agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter 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 any such Underwriter, director, officer, employee, agent, or person who controls any such Underwriter 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 or on behalf of any Underwriter through the Representatives specifically for inclusion therein.

Mexico further agrees to indemnify and hold harmless each Underwriter against any requirement under the laws of Mexico to pay any stamp or similar taxes in connection with any issuance of the Debt Securities to such Underwriter by Mexico.

(b) Each Underwriter severally and not jointly 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 each Underwriter, but only with reference to written information relating to such Underwriter furnished to Mexico by or on behalf of such Underwriter through the Representatives specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which such Underwriter may otherwise have.

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(c) Promptly after receipt by an indemnified party under this Section 7 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 7, 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 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 under this Agreement (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 7 is unavailable to or insufficient to hold harmless an indemnified party for any reason, Mexico and each Underwriter 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 Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by Mexico and by each Underwriter from the offering of the Debt Securities from which such Losses arise; provided, however, that in no case shall any Underwriter be responsible for any amount in excess of the commissions received by such Underwriters in connection with the sale of the Debt Securities from which such Losses arise (or, in the case of Debt Securities sold pursuant to this 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 Underwriter 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 Underwriter 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 Debt Securities from which such Losses arise, and benefits received by each Underwriter shall be deemed to be equal to the aggregate commissions or underwriting discounts payable pursuant to this Agreement in connection with the sale of the Debt Securities from which such Losses arise. Relative fault shall be determined by reference to whether any alleged untrue statement or omission relates to information provided by Mexico or any Underwriter. Mexico and each Underwriter agrees 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 7, each person who controls any Underwriter within the meaning of the Act or the Exchange Act and each director, officer, employee and agent of such Underwriter shall have the same rights to contribution as such Underwriter 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).

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8. Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Debt Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Debt Securities set forth opposite the names in Annex I to the Terms Agreement bears to the aggregate principal amount of Debt Securities set forth opposite the names of all the remaining Underwriters) the Debt Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Debt Securities which the defaulting Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Debt Securities set forth in Annex I to the Terms Agreement, the remaining Underwriters shall have the right to purchase all (but not less than all), but shall not be under any obligation to purchase any, of the Debt Securities, and if such nondefaulting Underwriters do not purchase all of the Debt Securities, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or Mexico. In the event of a default by any Underwriter as set forth in this Section 8, the Closing Date shall be postponed for such period, not exceeding five business days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to Mexico and any nondefaulting Underwriter for damages occasioned by its default hereunder. As used herein, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 8.

9. Termination. This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to Mexico prior to delivery of any payment for any Debt Security to be purchased thereunder, if prior to such time:

(a) there shall have occurred, subsequent to the date of this Agreement, any material adverse change, prospective or otherwise, 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 has, in the reasonable judgment of the Representatives, 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 Debt Securities;

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(b) there shall have been, subsequent to the date of this Agreement, (1) any downgrading in the rating accorded Mexico’s debt securities by Standard & Poor’s, a division of the McGraw-Hill Companies, Inc. (“Standard & Poor’s”) or, in the event Standard & Poor’s is no longer rating the debt securities of Mexico, another nationally recognized statistical rating agency as reasonably agreed upon by Mexico and the Representatives 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 or such other rating agency, as aforesaid, except that if the Terms Agreement so specifies, this Section 9(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 Closing Date, and such event shall make it impractical to proceed with the delivery of such Debt Securities; 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 Representatives, impracticable or inadvisable to proceed with the offering or delivery of such Debt Securities 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 each Underwriter 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 each Underwriter or Mexico or any of the directors, officers, employees, agents or controlling persons referred to in Section 7 hereof, and will survive delivery of and payment for the Debt Securities. The provisions of Sections 5(k) and 7 hereof shall survive the termination or cancellation of this Agreement.

11. Notices. All communications under this Agreement will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed or delivered and confirmed to the Representatives at the address specified in the Terms Agreement or otherwise furnished to Mexico in writing for the purpose of communications under this Agreement or, if sent to Mexico, will be mailed, delivered or sent by electronic mail and confirmed to it at:

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United Mexican States

Secretaría de Hacienda y Crédito Público

Unidad de Crédito Público

Insurgentes Sur 1971, Torre III, Piso 7

Col. Guadalupe Inn

Alcaldía Álvaro Obregón

01020 Ciudad de México

México

Attention: Deputy Undersecretary for Public Credit

12. Successors. This Agreement shall become binding on each of the Underwriters and Mexico at such time as such Underwriter shall execute and deliver to Mexico a duly executed counterpart of the Terms Agreement. 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 7 hereof, and no other person will have any right or obligation under this Agreement.

13. Applicable Law. This Agreement shall 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 shall 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 has irrevocably appointed 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 Underwriter, or by any persons controlling such Underwriter, 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 Debt Securities remain outstanding or, if such person shall not be maintained, Mexico will appoint CT Corporation System or its successor 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 27 East 39th Street, New York, New York 10016, or, if applicable, CT Corporation System or its successor, 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 competent court in Mexico. Any purported revocation by Mexico of such appointment pursuant to this Section 15 shall be ineffective with regard to this Agreement unless revoked with the prior written consent of the Representatives prior to the execution of this Agreement. 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 any of the property of Mexico.

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16. Waiver of Jury Trial. Mexico and each of the Underwriters hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

17. Underwriters not Fiduciaries. Mexico acknowledges and agrees that: (i) the purchase and sale of the Debt Securities pursuant to this Agreement, including the determination of the offering price of the Debt Securities and the underwriting discount, is an arm’s-length commercial transaction between Mexico, on the one hand, and the Underwriters, 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 Agreement; (ii) in connection with the transactions contemplated hereby and the process leading to such transaction each Underwriter 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 Underwriter 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 Underwriter has advised or is currently advising Mexico on other matters); and (iv) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Mexico, and the Underwriters have no obligation to disclose any of such interests by virtue of any advisory or fiduciary relationship. Mexico hereby waives and releases, to the fullest extent permitted by law, any claims that Mexico may have against the Underwriters with respect to any breach or alleged breach of fiduciary duty relating to the transactions contemplated by this Agreement.

18. 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. Counterparts may be delivered via electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, or other transmission method), and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

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EX-99.3

Exhibit 3

Names and Addresses of the Underwriters

Citigroup Global Markets Inc.

388 Greenwich Street

New York, NY 10013

HSBC Securities (USA) Inc.

452 Fifth Avenue

New York, NY 10018

Mizuho Securities USA LLC

1271 Avenue of the Americas

New York, NY 10020

Morgan Stanley & Co. LLC

1585 Broadway Avenue

New York, NY 10036

EX-99.4

Exhibit 4

April 28, 2023

United Mexican States

Ministry of Finance and Public Credit

Insurgentes Sur 1971, Torre III, Piso 7

Col. Guadalupe Inn

Alcaldía Álvaro Obregón

01020 Ciudad de México

México

Ladies and Gentlemen:

We have acted as special United States counsel to the United Mexican States (“Mexico”) in connection with Mexico’s offering, pursuant to registration statement (No. 333-262317) filed with the Securities and Exchange Commission (the “Commission”) under Schedule B of the Securities Act of 1933, as amended (the “Securities Act”), of U.S.$2,941,388,000 aggregate principal amount of 6.338% Global Notes due 2053 (the “Notes”) to be issued pursuant to an amended and restated indenture dated as of June 1, 2015, (the “Amended and Restated Indenture”), between Mexico and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as amended by the First Supplemental Indenture, dated as of January 24, 2022 (the “First Supplemental Indenture”), between Mexico and the Trustee (and together with the Amended and Restated Indenture, the “Indenture”). Such registration statement, as amended as of April 20, 2023, the date on which the most recent Amendment to Mexico’s Annual Report for its fiscal year ended December 31, 2021 on Form 18-K/A was filed as an amendment to such registration statement, including the documents incorporated by reference therein, is herein called the “Registration Statement”; the related prospectus dated March 1, 2022, as filed with the Commission as part of the Registration Statement, including the documents incorporated by reference therein, is herein called the “Base Prospectus”; and the related prospectus supplement dated April 20, 2023, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, including the documents incorporated by reference therein, is herein called the “Final Prospectus Supplement.” The Base Prospectus and the Final Prospectus Supplement together are herein called the “Final Prospectus.”

United Mexican States

Ministry of Finance and Public Credit, p.  2

In arriving at the opinion expressed below, we have reviewed the following documents:

(a) the Registration Statement and the Final Prospectus;

(b) a copy of the executed Amended and Restated Indenture;

(c) a copy of the executed First Supplemental Indenture; and

(d) copies of the Notes in global form as executed by Mexico.

In addition, we have examined and relied on the originals or copies certified or otherwise identified to our satisfaction of all such other documents and certificates of public officials of Mexico, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinion expressed below.

In rendering the opinion expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified (i) the accuracy as to factual matters of each document we have reviewed and (ii) that the Notes have been duly authenticated in accordance with the terms of the Indenture.

Based on the foregoing and subject to the further assumptions and qualifications set forth below, it is our opinion that the Notes are valid, binding and enforceable obligations of Mexico.

In giving the foregoing opinion, (a) we have assumed that each of Mexico and the Trustee has satisfied those legal requirements that are applicable to it to the extent necessary to make the Indenture and the Notes enforceable against the parties thereto (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 our experience normally would be applicable with respect to the Indenture or the Notes), (b) such opinion is subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity and (c) such opinion is subject to the effect of judicial application of foreign laws or foreign governmental actions affecting creditors’ rights. In addition, we note that the enforceability in the United States of the waiver by Mexico of its immunities, as set forth in the Indenture and the Notes, is subject to the limitations imposed by the United States Foreign Sovereign Immunities Act of 1976. We express no opinion as to the enforceability of any such waiver of immunity to the extent that it purports to apply to any immunity to which Mexico may become entitled after the date hereof.

United Mexican States

Ministry of Finance and Public Credit, p.  3

We also note that the designations in Section 9.7 of the Indenture of the U.S. federal courts sitting in The City of New York as a venue for actions or proceedings relating to the Indenture and the Notes is (notwithstanding the waiver in or pursuant to Section 9.7 of the Indenture) subject to the power of such courts to transfer actions pursuant to 28 U.S.C. § 1404(a) or to dismiss such actions or proceedings on the grounds that such federal court is an inconvenient forum for such action or proceeding.

We express no opinion as to the enforceability of paragraph 19 of the Terms and Conditions of the Notes relating to currency indemnity.

The foregoing opinion is limited to the federal law of the United States of America and the law of the State of New York.

We hereby consent to the filing of this opinion as an exhibit to Amendment No. 6 to Mexico’s Annual Report on Form 18-K for its Fiscal Year ended December 31, 2021 and to the references to us under the heading “Validity of the Securities” in the Base Prospectus. In giving such consent, we do not thereby admit that we are experts with respect to any part of the Registration Statement, including this exhibit, within the meaning of the term “expert” as used in the Securities Act, or the rules and regulations of the Commission issued thereunder. We assume no obligation to advise you, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinion expressed herein.

Very truly yours,
CLEARY GOTTLIEB STEEN & HAMILTON LLP
By	/S/ JORGE U. JUANTORENA
	Jorge U. Juantorena, a Partner

EX-99.5

Exhibit 5

  PROCURADURÍA FISCAL DE LA FEDERACIÓN SUBPROCURADURÍA FISCAL FEDERAL DE ASUNTOS FINANCIEROS

Document Number 529-IV-SFFAF-26/2023

Mexico City, April 28, 2023

To the Underwriters named in the

Terms Agreement referred to below,

and the following parties

Deutsche Bank Trust Company Americas

1 Columbus Circle

17th Floor

New York, New York 10019

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004

Ladies and Gentlemen:

Pursuant to Article 29, fraction XV, of the Reglamento Interior de la Secretaría de Hacienda y Crédito Público (“Internal Regulations of the Ministry of Finance and Public Credit”), that sets forth the authority of this Subprocuraduría Fiscal Federal de Asuntos Financieros (“Office of the Deputy Federal Fiscal Attorney for Financial Affairs”) to express an opinion of law in connection with the legal instruments related to the public credit, I, the Deputy Federal Fiscal Attorney for Financial Affairs of the Secretaría de Hacienda y Crédito Público (the “Ministry of Finance and Public Credit”), execute this opinion concerning the issuance of the Notes (as defined below) being made by the Estados Unidos Mexicanos (the “United Mexican States” or “Mexico”).

This opinion is being delivered to you pursuant to the Terms Agreement dated April 20, 2023 (the “Terms Agreement”) among Mexico, Citigroup Global Markets Inc., HSBC Securities (USA) Inc., Mizuho Securities USA LLC and Morgan Stanley & Co. LLC (the “Underwriters”), which Terms Agreement incorporates by reference, and modifies certain provisions of, Mexico’s standard underwriting terms dated January 2022 (the “Underwriting Terms”) between Mexico and the Persons named therein, based solely upon the examination of the documents listed in subsection II, paragraph 2, set forth below, and in accordance with applicable Mexican law in force as of the date hereof; therefore, I express no opinion in respect of any laws other than as to the laws of Mexico. I have assumed for the purpose of this opinion (except with respect to matters of which I have personal knowledge): (a) that each of the documents I examined in rendering this opinion and all other documents to be executed and delivered in connection with the issuance and sale of the Notes (as defined below) (other than by Mexico) have been duly authorized, executed and delivered by the appropriate party or parties thereto (other than Mexico) and that each such party (other than Mexico) has all the necessary power, authority and legal right to enter into such documents to which it is a party and to perform its obligations under each of the documents to which it is a party; (b) the authenticity of all documents (other than those specified in subsection II, paragraph 1, subparagraph (b), and paragraph 2, subparagraphs (d) and (e) below) examined by me, the completeness and conformity to the originals of any copies thereof submitted to me, and the genuineness of all signatures (other than signatures of officials of Mexico); and (c) the accuracy as to factual matters of each document I have reviewed. In particular, to the extent that New York or United States Federal law is relevant to the opinion expressed below, I have relied, without making any independent investigation, on the opinion of Cleary Gottlieb Steen & Hamilton LLP, United States special counsel to Mexico.

  PROCURADURÍA FISCAL DE LA FEDERACIÓN SUBPROCURADURÍA FISCAL FEDERAL DE ASUNTOS FINANCIEROS

Unless otherwise defined herein, capitalized terms used herein shall have the meanings specified in the Terms Agreement.

I.- Issuance and transaction characteristics.

This opinion is being delivered solely in connection with the issuance and sale by Mexico to the Underwriters of Mexico’s (i) U.S.$2,941,388,000 6.338% Global Notes due 2053 (the “Notes”).

II.- Applicable law, documents and instruments examined in connection with the giving of this opinion.

1. I have examined the following provisions, laws, regulations and decrees as I have considered necessary to give this opinion:

(a) all relevant provisions of the Constitución Política de los Estados Unidos Mexicanos (the “Constitution”) and all relevant Mexican laws, decrees, directives and other governmental acts pertaining to the issuance and sale of the Notes, including the following:

(i) the Constitution, Article 73, fraction VIII, and Article 89, fraction I, empowering the Congreso de la Unión (Mexican Union Congress) to establish the bases upon which the Ejecutivo Federal (“Federal Executive Branch”) may borrow upon the credit of Mexico;

(ii) the Ley de Ingresos de la Federación para el Ejercicio Fiscal de 2023 (the “Mexican Federal Revenue Law for the Fiscal Year 2023”), Article 2, authorizing the Federal Executive Branch to contract for the issuance of securities on foreign markets, to finance the Federal Expenditure Budget for the fiscal year 2023, as well as for the purposes of exchanging and refinancing Mexico’s external indebtedness;

(iii) the Ley Orgánica de la Administración Pública Federal (Organic Law of the Federal Public Administration), Article 31, fractions V and VI, empowering the Ministry of Finance and Public Credit to manage the public debt of the Federation and to carry out or authorize all the transactions in which the public credit is used;

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  PROCURADURÍA FISCAL DE LA FEDERACIÓN SUBPROCURADURÍA FISCAL FEDERAL DE ASUNTOS FINANCIEROS

(iv) the Ley Federal de Deuda Pública (“Federal Law of Public Debt”), Article 1, fraction I, Article 2, fractions I and IV, Article 3, Article 4, fractions I, II, IV, V and VII, Article 5, fractions I, II, III and V, Articles 8 through 12, Article 16, and Article 17, first paragraph, concerning the incurrence and maintenance of the public debt, and the authority of the Ministry of Finance and Public Credit to contract and manage public indebtedness and to formulate the program thereof;

(v) the Ley del Mercado de Valores (Law of the Securities Market), Article 7, referring to the delivery of notice to the Comisión Nacional Bancaria y de Valores (“Mexican National Banking and Securities Commission”) of offers abroad of securities issued in Mexico or by Mexican legal entities; and

(vi) the Internal Regulations of the Ministry of Finance and Public Credit, Articles 3, 7, first paragraph, and 13, fractions VIII, XI and XV relating to the original power conferred upon the Titular de la Subsecretaría de Hacienda y Crédito Público (“Undersecretary of Finance and Public Credit”) for the processing and resolution of all the affairs within the competence of his subordinate units, and the power conferred upon the Titular de la Unidad de Crédito Público y Asuntos Internacionales (“Deputy Undersecretary for Public Credit and International Affairs”) to take, on behalf and as attorney-in-fact of Mexico, any of the actions required for the issuance, sale and performance by Mexico of the Notes and to execute and deliver, on behalf and as attorney-in-fact of Mexico, together with the Titular de la Tesorería de la Federación (Treasurer of the Federation), any agreement, instrument or document relating thereto.

(b) the decree dated December 20, 2021 of the Presidente de la República (“President of Mexico”) to the Ministry of Finance and Public Credit with respect to the issuance of the Notes; and

(c) such other Mexican laws and regulations relevant to the opinion set forth below.

2. I give this opinion upon the examination of the following instruments and documents:

(a) the Prospectus (including Mexico’s Annual Report on Form 18-K relating to its fiscal year ended December 31, 2021 and any amendments thereto which are incorporated by reference therein) dated March 1, 2022 (the “Base Prospectus”) and the Prospectus Supplement dated April 20, 2023 (the “Prospectus Supplement”); and the free writing prospectuses dated April 20, 2023 and April 21, 2023, relating to the Notes (the “Free Writing Prospectus” and, together with the Base Prospectus and the Prospectus Supplement, the “Prospectus”);

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  PROCURADURÍA FISCAL DE LA FEDERACIÓN SUBPROCURADURÍA FISCAL FEDERAL DE ASUNTOS FINANCIEROS

(b) the Terms Agreement;

(c) the Amended and Restated Indenture, dated as of June 1, 2015, (the “Amended and Restated Indenture”), between Mexico and Deutsche Bank Trust Company Americas, as the Trustee (the “Trustee”), as amended by the First Supplemental Indenture, dated as of January 24, 2022 (the “First Supplemental Indenture”), between Mexico and the Trustee (the First Supplemental Indenture, together with the Amended and Restated Indenture, the “Indenture”);

(d) the Authorization Certificate dated April 28, 2023, (the “Authorization”) pursuant to Section 2.1(c) of the Indenture, including the form of the Global Notes representing the Notes annexed to the Authorization dated as of April 28, 2023; and

(e) the Certificate of Authority from the Secretario de Hacienda y Crédito Público (the “Minister of Finance and Public Credit”) of the United Mexican States dated September 27, 2021 confirming the authority related to public credit set forth in the current Internal Regulations of the Ministry of Finance and Public Credit, conferred upon the Undersecretary of Finance and Public Credit and the Deputy Undersecretary for Public Credit (currently, the Deputy Undersecretary for Public Credit and International Affairs), to execute and deliver, on behalf of Mexico, any and all documents relating to the Notes, including without limitation, the Terms Agreement and the Authorization.

III.- Based on the foregoing and upon such investigation as I have deemed necessary, I am of the opinion that:

1. Pursuant to Mexico’s Constitution and the other Mexican laws and regulations, Mexico has full power and authority to execute and deliver the Authorization, and to execute and deliver, and perform and comply with the terms and provisions of, the Terms Agreement, the Indenture and the Authorization. The Terms Agreement, the Indenture and the Authorization have been duly authorized, executed and delivered by Mexico and, assuming that each of the Terms Agreement, the Indenture and the Authorization constitutes a valid and legally binding agreement under New York law, each of the Terms Agreement, the Indenture and the Authorization, constitutes a valid and legally binding agreement, enforceable in accordance with its respective terms.

2. Pursuant to Mexico’s Constitution and other Mexican laws and regulations, Mexico has full power and authority to execute and deliver, and perform and comply with the terms and provisions of, the Notes. The Notes have been duly authorized, issued, executed and delivered by Mexico and in accordance with the laws of Mexico and, when duly authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters in accordance with the Terms Agreement, the Notes will constitute valid, legally binding, direct, unconditional and general Public External Indebtedness of Mexico, enforceable in accordance with their terms and entitled to the benefits of the Indenture and the Authorization; such obligations shall not in any way be legally affected by 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.

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  PROCURADURÍA FISCAL DE LA FEDERACIÓN SUBPROCURADURÍA FISCAL FEDERAL DE ASUNTOS FINANCIEROS

3. The Notes rank and will rank without any preference among themselves and equally with all other unsubordinated Public External Indebtedness of Mexico. It is understood that this provision shall not be construed so as to require Mexico to make payments under the Notes ratably with payments being made under any other Public External Indebtedness of Mexico.

4. The Registration Statement file no. 333-262317, filed with the Securities and Exchange Commission of the United States of America (the “Registration Statement”), and the Prospectus and their filing with the Securities and Exchange Commission of the United States of America have been duly authorized by Mexico. The Registration Statement 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.

5. All authorizations, approvals and consents from, and registrations with, all governmental authorities in Mexico that are necessary for the execution and delivery of the Terms Agreement, the Indenture and the Authorization, and for the execution, issuance, sale and delivery of the Notes and the performance by Mexico of its obligations contained in the Terms Agreement, the Indenture, the Authorization 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 Mexican National Banking and Securities Commission; provided, however, that the failure to effect such notice shall not affect the validity, binding effect and enforceability of the Notes, and Mexico’s obligations under the Notes.

6. All necessary action by Mexico in connection with the execution, issuance, sale and delivery of the Notes has been duly taken, including the issuance of the decree of the President of Mexico to the Minister of Finance and Public Credit with respect to the issuance of the Notes, dated December 20, 2021.

7. Neither the execution and delivery of the Indenture, the Terms Agreement, the Authorization or the Notes, nor the consummation of the transactions therein contemplated nor compliance with the terms and provisions thereof, including performance of each of the obligations contained therein:

(a) will conflict with, violate or result in a breach of the Constitution or any law, rule or regulation of, or applicable to, Mexico (including, without limitation, the Mexican Federal Revenue Law for the Fiscal Year 2023, in particular, Article 2, first and second paragraph, or any other reference to the authorization given to the Federal Executive Branch to contract for the issuance of securities on foreign markets to finance the Federal Expenditure Budget for the Fiscal Year 2023, as well as for the purposes of exchanging or refinancing Mexico’s external indebtedness, and all other provisions included in such Law);

(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.

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  PROCURADURÍA FISCAL DE LA FEDERACIÓN SUBPROCURADURÍA FISCAL FEDERAL DE ASUNTOS FINANCIEROS

8. Under the laws of Mexico, specifically in accordance with Articles 3 and 4 of the Código Federal de Procedimientos Civiles (“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, the Terms Agreement, the Indenture and the Authorization, the execution, issuance, sale and delivery of the Notes, or any obligation of Mexico under 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 may not be ordered by Mexican courts against the property of Mexico.

9. The choice of New York law as the governing law in the Underwriting Terms, the Indenture, (including the Authorization pursuant thereto), the Terms Agreement and the Notes is a valid choice of law and, accordingly, would be recognized and applied by the courts of Mexico, if the Indenture (including the Authorization pursuant thereto), the 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 the Indenture (including the Authorization pursuant thereto), the Terms Agreement or the Notes, a Mexican court would apply Mexican procedural law.

10. The irrevocable submission of Mexico pursuant to Section 15 of the Underwriting Terms and Section 9.7 of the Indenture and Section 18(b) of the Notes, to the jurisdiction of any state or federal court sitting in The Borough of Manhattan, The City of New York, in respect of any action by any Underwriter, or by any persons controlling such Underwriter, arising out of or based upon the Terms Agreement or any action brought by any of the holders of Notes or the Trustee arising out of or based upon the Indenture or the Notes, 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 of the Underwriting Terms and Section 9.7 of the Indenture and Section 18(b) of the Notes 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 the Terms Agreement, the Indenture 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.

11. The appointment of the Cónsul General de México (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 of the Underwriting Terms and Section 9.7 of the Indenture and Section 18(b) of the Notes, is legal, valid and binding.

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  PROCURADURÍA FISCAL DE LA FEDERACIÓN SUBPROCURADURÍA FISCAL FEDERAL DE ASUNTOS FINANCIEROS

12. Service of process effected in the manner set forth in Section 15 of the Underwriting Terms, and Section 9.7 of the Indenture and Section 18(b) of the Notes, assuming its validity under New York law, will be effective to confer valid personal jurisdiction over Mexico.

13. In accordance with Article 104, fraction V, of the Constitution, any action against Mexico arising out of or based on the Notes, or arising out of or based on the Indenture or the Terms Agreement, may be instituted 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 the Terms Agreement, the Indenture or the Notes, as the case may be, would be enforceable, subject to the limitations described in subsection III, paragraph 8, of this opinion, 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 Código de Comercio (Commerce Code), which provide, inter alia, that any judgment rendered outside Mexico against 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 compliance with all legal requirements of the Terms Agreement, the Indenture 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 Ley Monetaria de los Estados Unidos Mexicanos (Monetary Law of the United Mexican States), 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 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 subject matter of a lawsuit among the same parties pending before a Mexican court and has not been resolved by 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.

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  PROCURADURÍA FISCAL DE LA FEDERACIÓN SUBPROCURADURÍA FISCAL FEDERAL DE ASUNTOS FINANCIEROS

14. To ensure the legality, validity, enforceability or admissibility in evidence of the Terms Agreement, the Indenture (including the Authorization pursuant thereto) or the Notes, it is not necessary that the Terms Agreement, the Indenture (including the Authorization pursuant thereto) 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 the Terms Agreement, the Indenture (including the Authorization pursuant thereto) 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.

15. The Terms Agreement, the Indenture, the Authorization, 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.

16. Pursuant to Article 5, fraction II, second paragraph, of the Federal Law of Public Debt and Article 166, last paragraph, subsection a) of the Ley del Impuesto Sobre la Renta (Income Tax Law), payments of principal, premium or interest in respect of the Notes will be exempt from any withholding or similar tax imposed in Mexico, provided that such Note is held by an individual or any person or entity 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, premium or interest payments are attributable, and the Notes are not payable 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.

17. There are no stamp, income, registration, withholding or similar taxes imposed by Mexico or any political subdivision thereof, by cause of the execution, delivery or enforcement by the Underwriters or any of the holders of the Notes, of the Terms Agreement, the Indenture, the Authorization or the Notes.

18. The information contained in the Base Prospectus dated March 1, 2022 under the caption “Taxation—Mexican Taxation” fairly summarizes the provisions of Mexican tax law therein described.

19. We hereby consent to the filing of this opinion as an exhibit to Amendment No. 6 to Mexico’s Annual Report on Form 18-K for its Fiscal Year ended December 31, 2021 and to the references to us under the heading “Validity of the Securities” in the Base Prospectus.

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  PROCURADURÍA FISCAL DE LA FEDERACIÓN SUBPROCURADURÍA FISCAL FEDERAL DE ASUNTOS FINANCIEROS

I am furnishing this opinion to you as Deputy Federal Fiscal Attorney for Financial Affairs of the Ministry of Finance and Public Credit of the United Mexican States solely for your benefit. This opinion letter is not to be used, circulated, quoted or otherwise referred to for any other purpose.

Very truly yours,

The Deputy Federal Fiscal Attorney for Financial Affairs of the Ministry of Finance and Public Credit of the United Mexican States,

/s/ RANMSES ARTURO RUIZ CAZARES

Ranmses Arturo Ruiz Cazares

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