Conformed Copy - L2919 - Fertilizer Sector Loan - Amendment 3

Page 1 February 16, 1990 Mr. Arturo Ortiz Hidalgo Director Internacional Direccion Internacional Nacional Financiera, S.N.C. Plaza NAFINSA Insurgentes Sur 1971 Torre Sur, 9o. Piso Col. Guadalupe Inn, Del. Alvaro Obregon COP 01020 Mexico, D.F. Mexico Mr. Manuel Cadena Morales Director General Fertilizantes Mexicanos, S.A. Calle la Morena 804, Piso 11 03020 Mexico, D.F. Mexico Re: Loan No. 2919-ME (Fertilizer Sector Loan) Amendment Please refer to the Loan Agreement between International Bank for Reconstruction and Development (the Bank) and Nacional Financiera, S.N.C. (the Borrower) dated June 13, 1988, as amended, and to the Project Agreement of even date therewith between the Bank and Fertilizantes Mexicanos, S.A. (FERTIMEX), as amended. We are pleased to inform you that, pursuant to your request and our recent discussions on the subject, the Bank agrees to amend the Loan and Project Agreements, as follows: I. The Loan Agreement (1) Paragraph 1. of Part B. of Schedule 2 is hereby deleted and the following new paragraph 1. substituted therefor: "1. Modernization and improvement of existing plants of FERTIMEX and the acquisition and installation of measuring instrumentation for such plants." (2) Paragraph 3 (a) of Part B. of Schedule 2 is hereby deleted and the following new paragraph 3 (a) substituted therefor: "Construction of and modifications to wholesale warehouses for solid fertilizers, and construction of 4 storage spheres for anhydrous ammonia; and" (3) Part C of Schedule 2 is hereby amended by adding thereto the following new paragraph 5: "Carrying out of studies to (i) assess the impact on the environment of gypsum and contaminated water disposal to the sea in Lazaro Cardenas; and (ii) design and engineer the system, recommended by the study referred to in (i) above, to minimize such impact." II. The Project Agreement The following new Section 2.13 is hereby added: "Section 2.13. FERTIMEX shall, in conjunction with the Guarantor, by December 31, 1990, complete the study forming Part C. 5 (i) of the Project, and by September 30, 1991, complete the study forming Part C. 5 (ii) of the Project, and shall promptly after the completion of each study discuss the results thereof with the Bank." Page 2 Please indicate your agreement to the foregoing amendments by signing and dating the duplicate original of this letter enclosed herewith and returning the same to us. The provisions of this amendment will become effective on the last date a party confirms its agreement to this amendment. In view of the interest of the United Mexican States in this matter, a copy of this letter is being sent to Secretaria de Hacienda y Credito Publico. Sincerely, /s/ Rainer B. Steckhan Director Country department II Latin American and the Caribbean Region CONFIRMED BY: NACIONAL FINANCIERA, S.N.C. By /s/ Authorized Representative Date Abril 18, 1990 FERTILIZANTES MEXICANOS, S.A. By /s/ Authorized Representative Date Abril 30, 1990 cc: Mr. Enrique Vilatela Director General de Captacion de Credito Publico Secretaria de Hacienda y Credito Publico Palacio Nacional 06066 Mexico D.F. Mexico Mr. Alfredo Elias Ayub Subsecretario de Minas e Industria Basica Secretaria de Energia - Minas e Industria Paraestatal Insurgentes Sur 552 - Piso 4 Colonia Roma Sur Mexico, D.F.