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                                         CONFORMED COPY
                                    LOAN NUMBER 2882 ME
                  Guarantee Agreement
              (Second Trade Policy Loan)
                        between
                 UNITED MEXICAN STATES
                          and
         INTERNATIONAL BANK FOR RECONSTRUCTION
                    AND DEVELOPMENT
                Dated December 7, 1987
                                    LOAN NUMBER 2882 ME
                  GUARANTEE AGREEMENT
     AGREEMENT, dated December 7, 1987, between UNITED
MEXICAN STATES (the Guarantor) and INTERNATIONAL BANK FOR
RECONSTRUCTION AND DEVELOPMENT (the Bank).
     WHEREAS (A) the Bank has received a letter dated
September 29, 1987 from the Guarantor describing a
program of actions, objectives and policies designed to
continue to gradually liberalize its trade regime to
achieve greater domestic efficiency and international
competitiveness (hereinafter called the Program),
declaring the Guarantor's commitment to the execution of
the Program, and requesting assistance from the Bank in
the financing of imports and services required during
such execution; and
     (B)  on the basis, inter alia, of the foregoing, the
Bank has decided, in support of the Program, to provide
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such assistance to the Guarantor by making a loan in
various currencies equivalent to five hundred million
dollars ($500,000,000) to Banco Nacional de Comercio
Exterior, S.N.C. (the Borrower), on the terms and
conditions set forth in the Loan Agreement, but only on
condition that the Guarantor agree to guarantee the
obligations of the Borrower in respect of such loan as
provided in this Agreement; and
     WHEREAS the Guarantor, in consideration of the
Bank's entering into the Loan Agreement with the
Borrower, has agreed so to guarantee such obligations of
the Borrower and to undertake such other obligations as
hereinafter provided;
     NOW THEREFORE the parties hereto hereby agree as
follows:
                       ARTICLE I
           General Conditions; Definitions
     Section 1.01.  The "General Conditions Applicable to
Loan and Guarantee Agreements" of the Bank, dated January
1, 1985, with the modifications set forth in Section 1.01
of the Loan Agreement (the General Conditions) constitute
an integral part of this Agreement.
     Section 1.02.  Unless the context otherwise
requires, the several terms defined in the General
Conditions and in the Preamble to this Agreement and in
the Preamble to and Section 1.02 of the Loan Agreement
have the respective meanings there set forth.
                      ARTICLE II
                       Guarantee
     Section 2.01.  The Guarantor hereby unconditionally
guarantees, as primary obligor and not as surety merely,
the due and punctual payment of the principal of, and
interest and other charges on, the Loan, and the premium,
if any, on the prepayment of the Loan, all as set forth
in the Loan Agreement.
                      ARTICLE III
                    Other Covenants
     Section 3.01.  (a) The Guarantor and the Bank and
the Borrower, pursuant to Section 3.02 of the Loan
Agreement, shall quarterly or at the request of either
party, exchange views on the progress achieved in
carrying out the Program, and in the fulfillment of the
conditions included in paragraph 3 of Schedule 1 to the
Loan Agreement.
     (b)  Not later than 10 days prior to each such
exchange of views, the Guarantor shall furnish to the
Bank a report on such progress, in such detail as the
Bank shall reasonably request.
     Section 3.02.  The Guarantor shall provide or cause
to be provided to the Borrower in a timely manner, all
documents and records in respect of the expenditures
financed out of the proceeds of the Loan required to
enable the Borrower to comply with the provisions of
Section 3.04 of the Loan Agreement.
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                      ARTICLE IV
      Representative of the Guarantor; Addresses
     Section 4.01.  The Director General de Credito
Publico of the Secretaria de Hacienda y Credito Publico
of the Guarantor is designated as representative of the
Guarantor for the purposes of Section 11.03 of the
General Conditions.
     Section 4.02. The following addresses are specified
for the purposes of Section 11.01 of the General
Conditions:
     For the Guarantor:
          Direccion General de Credito Publico
          Secretaria de Hacienda y Credito Publico
          Palacio Nacional, Edificio 10, PB
          06066 Mexico, D.F. Mexico
                                                 Telex:
                                         1777313-SHDCME
     For the Bank:
          International Bank for
          Reconstruction and Development
          1818 H Street, N.W.
          Washington, D.C. 20433
          United States of America
          Cable address:                         Telex:
          INTBAFRAD                        440098 (ITT)
          Washington, D.C.                 248423 (RCA) or
                                            64145 (WUI)
     IN WITNESS WHEREOF, the parties hereto, acting
through their duly authorized representatives, 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 /s/ Jorge Espinosa de los Reyes
                         Authorized Representative
                    INTERNATIONAL BANK FOR
                         RECONSTRUCTION AND DEVELOPMENT
                    By /s/ S. Shahid Husain
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                         Regional Vice President
                         Latin America and the Caribbean