Mexico - Capital Goods Industries Development Project : Loan 2142 - Amendment to the Guarantee Agreement - Conformed

LOAN NUMBER 2142 ME Amendment to the Guarantee Agreement (Capital Goods Industries Development Project) between UNITED MEXICAN STATES and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Dated , 1983 LOAN NUMBER 2142 ME AMENDMENT TO THE GUARANTEE AGREEMENT AGREEMENT, dated -27 , 1983, between UNITED MEXICAN STATES (hereinafter called the Guarantor) and the INTER- NATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (hereinafter called the Bank). WHEREAS by a Loan Agreement between the Bank and Nacional Financiera S.A. (hereinafter called the Borrower) dated Septem- ber 5, 1982, (hereinafter called the Loan Agreement), the Bank made a loan to the Borrower in an amount in various currencies equivalent to $152,300,000; WHEREAS the Guarantor, in consideration of the Bank's making the said loan to the Borrower entered into a Guarantee Agreement dated September 5, 1982 with the Bank to guarantee the said loan; WHEREAS subsequent to the signing of said Agreements the Borrower and the Guarantor have requested the Bank to amend the terms of the Loan Agreement in order that the Loan provided in the Loan Agreement may be partially utilized to provide assistance for export activities in Mexico; WHEREAS the Guarantor, in consideration of the Bank's agree- ment to such request has agreed to introduce certain amendments to the Guarantee Agreement. NOW THEREFORE the parties hereto hereby agree as follows: ARTICLE I Definition Section 1.01. Wherever used in this Agreement, unless the context otherwise requires, the several terms defined in the Loan Agreement and in the General Conditions (as therein defined) have the respective meanings therein set forth. ARTICLE II Amendments to the Guarantee Agreement Section 2.01. The deletion of Section 3.02 and its substitu- tion by the following: - 2 - "Section 3.02. The Guarantor covenants that it will not take, or cause or permit any of its political subdivisions or any of its agencies or any such political subdivision to take, any action which would prevent or interfere with the performance by the Borrower or the Trustee or Banco Mexicano SOMEX or FISOMEX or Banco de Mexico, of their respective obligations contained in the Loan Agreement, the Banxico Project Agreement, the SOMEX Project Agreement and the FOMEX Project Agreement, and will take or cause to be taken all reasonable action necessary or appropriate to enable them to perform such obligations." Section 2.02. The deletion of Section 3.05 and its substitu- tion by the following: "Section 3.05. Without any limitation or restriction upon any of its other obligations under the Guarantee Agree- ment, the Guarantor (a) shall cause: (i) the Trustee to perform in accordance with the provisions of the Banxico Project Agreement all the obligations therein set forth; (ii) Banco Mexicano SOMEX and FISOMEX to perform in accord- ance with the provisions of the SOMEX Project Agreement all the obligations therein set forth; and (iii) Banco de Mexico to perform in accordance with the provisions of the FOMEX Project Agreement all the obligations therein set forth; (b) shall take or cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable the Trustee, Banco Mexicano SOMEX, FISOMEX and Banco de Mexico to perform such obligations; and (c) shall not take or permit to be taken any action which would prevent or interfere with such performance." Section 2.03. The addition of the following Section 3.08: "Section 3.08. (a) The Guarantor shall enter into an agreement with FOMEX in terms satisfactory to the Bank, providing, inter alia, for: (i) the lending by the Guarantor to FOMEX of the proceeds of the Loan allocated for purposes of Part G of the Project, such proceeds to be utilized by FOMEX exclusively for purposes of financing the PROFIDE Fund operations; and (ii) the terms of lending of the proceeds referred to in (i) above. -3- (b) The Guarantor shall enter into the agreement with the Borrower referred to in Section 3.01 (a) of the Loan Agreement. (c) Except as the Bank shall otherwise agree, the Guarantor shall not change or fail to enforce any provision of the arrangements referred to in paragraphs (a) and (b) above." ARTICLE III Effectiveness Section 3.01. This Agreement shall come into force and effect on the date upon which the Loan Agreement become effective. IN WITNESS WHEREOF, the parties hereto, acting through their representatives thereunto duly authorized, have caused this Agreement to be signed in their respective names in the District of Columbia, United States of America, as of the day and year first above written. UNITED MEXICAN STATES By Authorized Representative INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By 4 Latin Aerc and the Caribbean INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT CERTIFICATE I hereby certify that the foregoing is a true copy of the original in the archives of the Interna- tional Bank for Reconstruction and Develop- ment. In witness whereof I have signed this Certifi- cate and affixed the Seal of the Bank thereunto this 4d7 day of4AL, 198 . FOR SECRETARY