Conformed Copy - L3085 - Financial Sector Adjustment Loan - Amendment 2

Page 1 November 8, 1989 Lic. Humberto Soto Director General Direccion General Banco Nacional de Comercio Exterior, S.N.C. Camino Santa Teresa No. 1679 01900 Mexico, D.F. Mexico Re: Loan 3085-ME (Financial Sector Adjustment Loan) Amendment to the Loan Agreement Dear Mr. Soto: Please refer to the Loan Agreement dated June 16, 1989 for the above-referenced Loan (the Loan Agreement) between the International Bank for Reconstruction and Development (the Bank) and the Banco Nacional de Comercio Exterior, S.N.C. (the Borrower), and to the Guarantee Agreement of even date between the United Mexican States (the Guarantor) and the Bank. In response to your request and the discussions between our respective representatives, we are pleased to inform you that the Bank agrees to amend the Loan Agreement to include cofinancing with the ExportImport Bank of Japan. Accordingly, the Bank proposes hereby to amend the Loan Agreement as follows: 1. The Preamble to the Loan Agreement is amended by deleting the word "and" at the end of paragraph (D) thereof, relettering paragraph (E) as paragraph "(F)" and inserting the following new paragraph (E) thereto: "(E) the Borrower intends to contract from the Export-Import Bank of Japan (EXIMBANK) a loan (the EXIMBANK Loan) in an amount equivalent to three hundred million dollars ($300,000,000) to assist in financing imports required during the execution of the Program on the terms and conditions set forth in an agreement (the EXIMBANK Loan Agreement) to be entered into between the Borrower and EXIMBANK, such EXIMBANK Loan to be guaranteed by the Guarantor pursuant to an agreement between the Guarantor and EXIMBANK (the EXIMBANK Guarantee Agreement); an 2. Section 5.01 of the Loan Agreement is amended in its entirety to read as follows: "Section 5.01. Pursuant to Section 6.02 (k) of the General Conditions, the following additional events are specified: (a) that a situation has arisen which shall make it improbable that the Program, or a significant part thereof, will be carried out; (b) the EXIMBANK Loan Agreement shall have failed to become effective by November 30, 1989, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower and Guarantor establish to the satisfaction of the Bank that adequate funds for the Program are available from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement and the Guarantor under the Guarantee Page 2 Agreement; and (c) (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of any loan made to the Borrower for the financing of the Program shall have been suspended, cancelled or terminated in whole or in part, pursuant to the terms of the EXIMBANK Loan Agreement, or the Guarantor shall have suspended, cancelled or terminated in whole or in part its guarantee of the EXIMBANK Loan pursuant to the terms of the EXIMBANK Guarantee Agreement, or (B) the EXIMBANK Loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower and the Guarantor establish to the satisfaction of the Bank that: (A) such suspension, cancellation termination or prematuring is not caused by the failure of the Borrower or the Guarantor to perform any of their respective obligations under such agreements; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement and the Guarantor under the Guarantee Agreement." Please indicate your agreement to the foregoing amendment by signing and dating the duplicate original of this letter enclosed herewith and returning the same to us. This amendment shall take effect as of the date of this letter upon receipt by the Bank of the countersigned copy. Because of their interest in the matter, a copy of this letter is being sent to Licenciado Jose Angel Gurria Trevino at Secretaria de Hacienda y Credito Publico of the Guarantor. Very truly yours, INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By /s/ Kye Woo Lee Acting Director Country Department II Latin America and the Caribbean CONFIRMED BANCO NACIONAL DE COMERCIO EXTERIOR, S.N.C. By /s/ Authorized Representative Bate November 30, 1989 cc: Lic. Jose Angel Gurria Trevino Page 3 Subsecretario de Asuntos Financieros Internacionales Secretaria de Hacienda y Credito Publico Palacio Nacional, Primer Patio Mariano 4to. Piso, Oficina 4037 Centro 06066, Mexico, D.F. Mexico