UNITED MEXICAN STATES Global Medium-Term Notes, Series A Due Nine Months or More from the Date of Issue U.S. $1,000,000,000 6.05% GLOBAL NOTES DUE 2040

Exhibit 2
Global Medium-Term Notes, Series A
Due Nine Months or More from the Date of Issue

U.S. $1,000,000,000 6.05% GLOBAL NOTES DUE 2040
April 6, 2010
Secretaría de Hacienda y Crédito Público
Unidad de Crédito Público
Insurgentes Sur 1971,Torre III, Piso 7
Col. Xxxxxxxxx Inn
Delegación Xxxxxx Xxxxxxx
01020 MEXICO, D.F.
MEXICO
Subject in all respects to the terms and conditions contained in the Amended and Restated Selling Agency Agreement dated July 18, 2008 (the “Selling Agency Agreement”), between the United Mexican States (“Mexico”) and Citigroup Global Markets Inc., Citigroup Global Markets Limited, Credit Suisse Securities (USA) LLC, Credit Suisse Securities (Europe) Limited, Xxxxxxx, Xxxxx & Co., Xxxxxxx Xxxxx International, X.X. Xxxxxx Securities Inc., X.X. Xxxxxx Securities Ltd., Xxxxxx Brothers Inc., Xxxxxx Brothers International (Europe), Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxxx Xxxxx International, Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxx Xxxxxxx & Co. International plc, UBS Securities LLC and UBS Limited, as agents (the “Agents”), and as modified by the terms and conditions hereof, the undersigned (the “Managers”) severally and not jointly agree to purchase, and Mexico agrees to sell, the principal amount set forth in Annex I hereto of 6.05% Global Notes due 2040 (the “Notes”) of Mexico, having the terms set forth in the Pricing Supplement dated the date hereof attached hereto as Annex II (the “Pricing Supplement”), and the Purchase Price set forth in the Pricing Supplement and described herein under “Payment” below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pricing Supplement and the Selling Agency Agreement. All of the provisions of the Selling Agency Agreement are incorporated herein by reference, as modified by the additional terms set forth below:
     
Closing Date and Time:
  April 13, 2010, 10:00 a.m., New York City time
 
Payment:
  The Managers will pay or cause to be paid to Mexico the Purchase Price for the Notes (being the aggregate amount payable for the Notes calculated at the Issue Price, plus accrued interest on the Notes, if any, from the date specified for such Notes in the Pricing Supplement, less the discount for the Notes specified in the Pricing Supplement). Such payment shall be made in U.S. dollars in immediately available funds to an account designated by Mexico.

 

 

 

     
Place of Delivery of Notes:
  The closing shall be held at the New York office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP.
 
    
Reopening:
  The Notes will be consolidated and form a single series with, and be fully fungible with, Mexico’s outstanding U.S. $2,250,000,000 6.05% Global Notes due 2040 (CUSIP: 00000XXX0 / ISIN: US91086QAV05).
 
    
Period during which additional Notes may not be sold pursuant to Section 4(u) of the Selling Agency Agreement:
  None.
 
    
Force Majeure Provision:
 
o    Section 9(b)(i) of the Selling Agency Agreement
 
    
 
 
þ    Section 9(b)(ii) of the Selling Agency Agreement
 
    
Stabilization:
  The Managers, for their own account may (or in the United Kingdom, for the account of Credit Suisse Securities (Europe) Limited), to the extent permitted by applicable laws, over-allot or effect transactions in the open market or otherwise in connection with the distribution of the Notes with a view to stabilizing or maintaining the market price of the Notes at levels other than those which might otherwise prevail in the open market, but in doing so the Managers shall act as principal and not as agent of Mexico. Such transactions, if commenced, may be discontinued at any time. As between Mexico and the Managers, any loss resulting from stabilization shall be borne, and any profit arising therefrom shall be retained, by the Managers.

 

2

 

     
Expenses:
  The Managers have agreed to pay certain of Mexico’s expenses as set out in the letter dated April 6, 2010 signed by Mexico and the Managers.
 
    
Additional Representations and Warranties of Mexico:
  (1) For the purposes of this Agreement, the “Time of Sale” means 4:30 p.m., New York City time, on April 6, 2010. The prospectus dated July 18, 2008 (the “Basic Prospectus”), as amended and supplemented by the prospectus supplement dated July 18, 2008 (the “Prospectus Supplement”) and as further amended and supplemented by the information under the heading “Description of the Notes” in the pricing supplement dated September 18, 2009 (insofar as such information pertains to the 6.05% Global Notes due 2040), is hereinafter called the “Pricing Prospectus” and the Basic Prospectus, as amended and supplemented by the Prospectus Supplement and the final pricing supplement dated April 6, 2010, as filed with the Commission pursuant to Rule 424(b)(2), is hereinafter referred to as the “Prospectus.” The Pricing Prospectus relating to the Notes, considered together with each Issuer Free Writing Prospectus relating to the Notes listed in Exhibit A hereto, as of the Time of Sale of the Notes (collectively, the “Time of Sale Information”), does not or will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus relating to the Notes listed in Exhibit A hereto did not or will not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus; provided, however, that the representations and warranties in this paragraph (1) shall not apply to statements in or omissions from any such document made in reliance upon and in conformity with information furnished in writing to Mexico by the Managers expressly for use therein.

 

3

 

     
 
  (2) (i) At the earliest time after the filing of the Registration Statement (or the most recent post-effective amendment thereto) that Mexico or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) and (ii) as of the date hereof, Mexico was not and is not an “ineligible issuer” (as defined in Rule 405 under the Securities Act), without taking into account any determination by the Commission pursuant to Rule 405 that it is not necessary that Mexico be considered an “ineligible issuer.”
 
    
 
  (3) Exhibit A hereto is a complete list of any Issuer Free Writing Prospectuses relating to the Notes for which Mexico has received the consent of the Managers.
 
    
Other Provisions:
  None.
 
    
Section 15 of the Selling Agency Agreement (relating to the submission to the jurisdiction of any state or federal court in the Borough of Manhattan in The City of New York by the parties thereto) is incorporated by reference herein, except that all references therein to “this Agreement” shall be deemed references to this Terms Agreement.
In addition, Mexico acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this Terms Agreement, including the determination of the offering price of the Notes and the underwriting discount, is an arm’s-length commercial transaction between Mexico, on the one hand, and the Managers, on the other hand, and Mexico is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Terms Agreement; (ii) in connection with the transactions contemplated hereby and the process leading to such transaction each Manager is, has been, and will be acting solely as a principal and is not the financial advisor or fiduciary of Mexico, or its affiliates, creditors or employees or any other party; (iii) no Manager has assumed or will assume an advisory or fiduciary responsibility in favor of Mexico with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether such Manager has advised or is currently advising Mexico on other matters); and (iv) the Managers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Mexico, and the Managers have no obligation to disclose any of such interests by virtue of any advisory or fiduciary relationship.

 

4

 

This Terms Agreement supersedes all prior agreements and understandings (whether written or oral) between Mexico and the Managers, or any of them, with respect to the subject matter hereof. Mexico hereby waives and releases, to the fullest extent permitted by law, any claims that Mexico may have against the Managers with respect to any breach or alleged breach of fiduciary duty relating to the transactions contemplated by this Terms Agreement.
THIS TERMS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA, EXCEPT THAT ALL MATTERS GOVERNING AUTHORIZATION AND EXECUTION OF THIS AGREEMENT BY MEXICO SHALL BE GOVERNED BY THE LAW OF MEXICO.

 

5

 

This Terms Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.
         
  CREDIT SUISSE SECURITIES (USA) LLC
 		  
  By:   /s/ Xxxxxxx Xxxxxxxx    
    Name:   Xxxxxxx Xxxxxxxx   
    Title:   Director   
 
  XXXXXXX, XXXXX & CO.
 		  
  By:   /s/ Xxxxxxx, Xxxxx & Co.    
    (Xxxxxxx, Xxxxx & Co.)   
       
Accepted:
             
By:   /s/ Xxxxxxx Xxxxxxx Xxxx Xxxxxxxx    
         
 
  Name:   Xxxxxxx Xxxxxxx Xxxx Xxxxxxxx    
 
  Title:   Deputy Director General of Debt Issuance    

 

6

 

Annex I
         
    Principal Amount of  
Managers   Notes to be Purchased  
 
        
Credit Suisse Securities (USA) LLC
   U.S. $ 500,000,000
 
        
Xxxxxxx, Xxxxx & Co.
   U.S. $ 500,000,000
 
      
 
Total:
   U.S. $ 1,000,000,000
 
      

 

7

 

Xxxxx XX
Pricing Supplement, dated April 6, 2010

 

8

 

Exhibit A
Issuer Free Writing Prospectuses
1. Issuer Free Writing Prospectus to be filed with the Commission on April 6, 2010, in the form set forth in Exhibit B hereto.

 

9

 

Exhibit B
Filed pursuant to Rule 433
Registration Statement No. 333-151501
April 6, 2010
United Mexican States
Final Terms and Conditions
6.05% Global Notes due 2040
     
Issuer:
  United Mexican States
 
    
Transaction:
  Re-opening of 6.05% Global Notes due 2040
 
    
Issue Currency:
  U.S. dollars
 
    
Issue Size:
  U.S. $1,000,000,000 (brings total size to U.S. $3,250,000,000)
 
    
Ratings:
  Baa1(stable)/BBB(stable)/BBB(stable) (Xxxxx’x/Standard & Poor’s/Fitch)
 
    
Maturity Date:
  January 11, 2040
 
    
Pricing Date:
  April 6, 2010
 
    
Settlement Date:
  April 13, 2010 (T+5). It is expected that delivery of the Notes will be made against payment therefor on the fifth day following the Pricing Date of the Notes (such settlement cycle being referred to herein as “T+5”). Trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes on the date of pricing or the next business day will be required, by virtue of the fact that the Notes initially will settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of Notes who wish to trade Notes on the date of pricing or the next business day should consult their own advisors.
 
    
Coupon:
  6.05%
 
    
Re-offer price:
  97.724%, plus accrued interest from January 11, 2010
 
    
Yield:
  6.218%
 
    
Interest Payment Dates:
  January 11 and July 11 of each year, commencing July 11, 2010 (subject to interest payment date convention disclosed in the prospectus supplement)

 

 

 

     
Fungibility:
  The Notes will be consolidated and form a single series with, and be fully fungible with, Mexico’s outstanding U.S. $2,250,000,000 6.05% Global Notes due 2040 (CUSIP No. 00000XXX0, ISIN US91086QAV05)
 
    
Optional Redemption:
  Make-Whole Call at Treasuries + 30 bps (at any time, from time to time prior to maturity upon giving no less than 30 days notice)
 
    
Denominations:
  U.S. $2,000 and integral multiples thereof
 
    
Day Count:
  30/360
 
    
Underwriters
Discount:
  0.25%
 
    
Listing:
  Luxembourg Stock Exchange — Euro MTF Market Luxembourg
 
    
CUSIP/ISIN:
  00000XXX0 / US91086QAV05
 
    
Joint Bookrunners
/Allocation:
  Credit Suisse Securities (USA) LLC (50%) Xxxxxxx, Xxxxx & Co. (50%)
A prospectus supplement and prospectus of Mexico, each dated July 18, 2008, accompany this free-writing prospectus and are available from the Securities and Exchange Commission’s website at xxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/000000/000000000000000000/x00000x0x000x0.xxx. A pricing supplement for the 2040 Notes dated September 18, 2009 is available from the Securities and Exchange Commission’s website at xxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/000000/000000000000000000/x00000x000x0.xxx
Mexico’s annual report on Form 18-K for the fiscal year ended December 31, 2008 is available from the Securities and Exchange Commission’s website at xxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/000000/000000000000000000/x00000x00xx.xxx; xxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/000000/000000000000000000/x00000xxx00xx.xxx; and xxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/000000/000000000000000000/x00000xxx00xx.xxx.
Amendments to Mexico’s annual report on Form 18-K/A for the fiscal year ended December 31, 2008, including each of Mexico’s recent developments sections, are available from the Securities and Exchange Commission’s website at xxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/000000/000000000000000000/x00000x00xxxx.xxx and xxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/000000/000000000000000000/x00000xxx0.xxx for Amendment No. 1 filed with the Commission on January 11, 2010, and xxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/000000/000000000000000000/x00000x00xxxx.xxx; xxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/000000/000000000000000000/x00000xxx0.xxx; xxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/000000/000000000000000000/x00000xxx0.xxx; xxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/000000/000000000000000000/x00000xxx0.xxx; and xxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/000000/000000000000000000/x00000xxx0.xxx for Amendment No. 2 filed with the

 

 

 

Commission on January 19, 2010, and xxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/000000/000000000000000000/x00000x00xxxx.xxx and xxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/000000/000000000000000000/x00000xxx0.xxx for Amendment No. 3 filed with the Commission on March 4, 2010, and xxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/000000/000000000000000000/x00000x00xxxx.xxx; xxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/000000/000000000000000000/x00000xxx0.xxx; xxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/000000/000000000000000000/x00000xxx0.xxx; xxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/000000/000000000000000000/x00000xxx0.xxx; and xxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/000000/000000000000000000/x00000xxx0.xxx for Amendment No. 4 filed with the Commission on March 11, 2010, and xxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/000000/000000000000000000/x00000x00xxxx.xxx and xxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/000000/000000000000000000/x00000xxx0.xxx for Amendment No. 5 filed with the Commission on April 6, 2010.
The issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the Securities and Exchange Commission for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the Web site of the Securities and Exchange Commission at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Credit Suisse Securities (USA) LLC at toll-free 1-800-221-1037 or Xxxxxxx, Xxxxx & Co. Incorporated at toll-free 1-866-471-2526.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

 

 

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Filed: April 13th, 2010
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