Page  1
CONFORMED COPY 
 
LOAN NUMBER 7571-MX 
 
Loan Agreement 
 
(Information Technology Industry Development Project) 
 
between 
 
UNITED MEXICAN STATES 
 
and 
 
INTERNATIONAL BANK FOR RECONSTRUCTION 
AND DEVELOPMENT 
 
Dated April 21, 2009  
 
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LOAN NUMBER 7571-MX 
 
LOAN AGREEMENT 
 
Agreement dated April 21, 2009, between UNITED MEXICAN STATES 
(“Borrower”), as represented by its SHCP and INTERNATIONAL BANK FOR 
RECONSTRUCTION AND DEVELOPMENT (“Bank”).   
 
Whereas the Borrower has informed the Bank that the proceeds of the Loan (as 
set forth in the table in Schedule 2 to this Agreement and for purposes of supporting the 
Project described in Schedule 1 to this Agreement), shall be used in conformity with the 
requirements of the Borrower’s income, budgetary and public debt laws and the terms of 
this Agreement, the Borrower and the Bank hereby agree as follows:   
 
ARTICLE I 
—
GENERAL CONDITIONS; DEFINITIONS 
 
1.01. 
The General Conditions (as defined in the Appendix to this Agreement) 
constitute an integral part of this Agreement. 
 
1.02. 
Unless the context requires otherwise, the capitalized terms used in this 
Agreement have the meanings ascribed to them in the General Conditions or in 
the Appendix to this Agreement. 
 
ARTICLE II 
—
LOAN 
 
2.01. 
The Bank agrees to lend to the Borrower, on the terms and conditions set forth or 
referred to in this Agreement, the amount of eighty million Dollars 
($80,000,000), as such amount may be converted from time to time through a 
Currency Conversion in accordance with the provisions of Section 2.07 of this 
Agreement
 (“Loan”), to assist in financing the project described in Schedule 1 to 
this Agreement (“Project”). 
 
2.02. 
The Borrower may withdraw the proceeds of the Loan in accordance with 
Section IV of Schedule 2 to this Agreement. The Borrower’s Representative for 
purposes of taking any action required or permitted to be taken pursuant to this 
Section is the 
Director Internacional
 of NAFIN, and any person or persons 
whom she or he shall designate in writing. 
 
2.03. 
The Front-end Fee payable by the Borrower shall be equal to one quarter of one 
percent (0.25%) of the Loan amount.  
 
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2
2.04. 
The interest payable by the Borrower for each Interest Period shall be at a rate 
equal to LIBOR for the Loan Currency plus the Variable Spread; provided, that 
upon a Conversion of all or any portion of the principal amount of the Loan, the 
interest payable by the Borrower during the Conversion Period on such amount 
shall be determined in accordance with the relevant provisions of Article IV of 
the General Conditions. Notwithstanding the foregoing, if any amount of the 
Withdrawn Loan Balance remains unpaid when due and such non-payment 
continues for a period of thirty days, then the interest payable by the Borrower 
shall instead be calculated as provided in Section 3.02 (d) of the General 
Conditions. 
 
2.05. 
The Payment Dates are March 15 and September 15 in each year. 
 
2.06. 
The principal amount of the Loan shall be repaid in accordance with the 
provisions of Schedule 3 to this Agreement. 
 
2.07. 
(a) 
The Borrower may at any time request any of the following Conversions 
of the terms of the Loan in order to facilitate prudent debt management: 
(i) a change of the Loan Currency of all or any portion of the principal 
amount of the Loan, withdrawn or unwithdrawn, to an Approved 
Currency; (ii) a change of the interest rate basis applicable to all or any 
portion of the principal amount of the Loan from a Variable Rate to a 
Fixed Rate, or vice versa; and (iii) the setting of limits on the Variable 
Rate applicable to all or any portion of the principal amount of the Loan 
withdrawn and outstanding by the establishment of an Interest Rate Cap 
or Interest Rate Collar on the Variable Rate. 
 
(b) 
Any conversion requested pursuant to paragraph (a) of this Section that 
is accepted by the Bank shall be considered a “Conversion”, as defined 
in the General Conditions, and shall be effected in accordance with the 
provisions of Article IV of the General Conditions and of the Conversion 
Guidelines.  
 
(c) 
Promptly following the Execution Date for an Interest Rate Cap or 
Interest Rate Collar for which the Borrower has requested that the 
premium be paid out of the proceeds of the Loan, the Bank shall, on 
behalf of the Borrower, withdraw from the Loan Account and pay to 
itself the amounts required to pay any premium payable in accordance 
with Section 4.04 (c) of the General Conditions up to the amount 
allocated from time to time for the purpose in the table in Section IV of 
Schedule 2 to this Agreement. 
 
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ARTICLE III 
—
PROJECT 
 
3.01. 
The Borrower declares its commitment to the objective of the Project.  To this 
 
end, the Borrower shall carry out the Project, through SE, in accordance with the 
 
provisions of the Operational Manual and Article V of the General Conditions. 
 
3.02. 
Without limitation upon the provisions of Section 3.01 of this Agreement, and 
 
except as the Borrower and the Bank shall otherwise agree, the Borrower shall 
 
ensure that the Project is carried out in accordance with the provisions of 
 
Schedule 2 to this Agreement. 
 
ARTICLE IV 
—
REMEDIES OF THE BANK 
 
4.01. 
The Additional Events of Suspension consist of the following: 
 
(a) 
NAFIN shall have failed to perform any of its obligations under the 
Contrato de Mandato
;
(b)  
PROSOFT Program has for any reason been suspended, cancelled or 
terminated or its rules of operation have been amended, suspended, 
abrogated, repealed or waived so as to, materially and adversely affect, in 
the opinion of the Bank, the ability of SE to perform any of its 
obligations under this Agreement. 
 
4.02. 
The Additional Events of Acceleration consist of the following, namely that any 
event specified in paragraph (a) or (b) of Section 4.01 of this Agreement occurs. 
 
ARTICLE V 
—
EFFECTIVENESS; TERMINATION
 
5.01. 
The Additional Conditions of Effectiveness consist of the following, namely that 
 the 
Contrato de Mandato
 has been duly executed by the parties thereto. 
 
5.02. 
The following is specified as an Additional Legal Matter, to be included in the 
 
opinion or opinions to be furnished to the Bank, namely, that the Borrower (in its 
 
legal opinion) and NAFIN (in a separate legal opinion satisfactory to the Bank, 
 
issued by NAFIN counsel acceptable to the Bank), indicate that the 
Contrato de 
 Mandato 
has been duly authorized or ratified by, and executed and delivered on 
 
behalf of, the Borrower and NAFIN and is legally binding upon the Borrower 
 
and NAFIN in accordance with the
 Contrato de Mandato
’s terms. 
 
5.03. 
Without prejudice to the provisions of the General Conditions, the Effectiveness 
 
Deadline is the date ninety (90) days after the date of this Agreement, but in no 
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4
case later than the eighteen (18) months after the Bank’s approval of the Loan 
 
which expire on January 11, 2010. 
 
ARTICLE VI 
—
REPRESENTATIVE; ADDRESSES
 
6.01. 
Except as provided in Section 2.02 of this Agreement, t
he
Borrower’s 
Representative is its 
Titular de la Unidad de 
Crédito Público 
of SHCP. 
 
6.02. 
The Borrower’s Address for the purposes of Section 10.01 of the General 
 Conditions 
is: 
 
Secretaría de Hacienda y Crédito Público 
 
Unidad de Asuntos Internacionales de Hacienda 
 Palacio 
Nacional 
 Edificio 
12, 
 
2 piso,  
 Colonia 
Centro 
 
06000 México, D.F. 
 
Facsímile: 011-52-55-3688-1216  
 
6.03. 
The Bank’s Address is: 
 
International Bank for Reconstruction and Development 
1818 H Street, N.W. 
Washington, D.C. 20433 
United States of America 
 
Cable 
address: 
 Telex: 
  Facsimile: 
 
INTBAFRAD  
248423(MCI) 
or 
1-202-477-6391 
Washington, D.C. 
 64145(MCI) 
 
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5
AGREED at Mexico City, Mexico, as of the day and year first above written. 
 
UNITED MEXICAN STATES 
 
By /s/
 
Gerardo Rodríguez Regordosa 
 
Authorized Representative 
 
INTERNATIONAL BANK FOR 
 
RECONSTRUCTION AND DEVELOPMENT 
 
By /s/ Axel van Trotsenburg 
 
Authorized Representative 
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SCHEDULE 1 
 
Project Description 
 
The objective of the Project is to assist the Borrower to implement an alternative 
strategy for PROSOFT in order to foster the creation of jobs in IT companies in the 
Borrower’s territory, by improving their competitiveness and efficiency through access 
to: (a) a larger supply of trained personnel; (b) technologies, quality standards and global 
marketing networks of multinational corporations; and (c) private debt finance. 
 
The Project consists of the following parts, subject to such modifications thereof 
as the Borrower and the Bank may agree upon from time to time to achieve such 
objective: 
 
Part 1. Human Skills Development
(a) 
Provision of technical assistance for the establishment and start-up of Mexico 
FIRST, establishment of global alliances among Mexico FIRST and leading 
universities and private IT companies, recruitment of
 
its key staff, design of its 
first year operational programs and financing of its operational costs. 
 
(b) 
Provision of Training Grants for technical, managerial and English courses, 
certifications, seminars and workshops for IT faculty, students, industry 
professionals and potential recruits.
 
Part 2. Strengthening of IT Clusters
(a) 
Provision of technical assistance and operating costs for the creation of the 
IT.Link Program. 
 
(b) 
Provision of technical assistance: (i) to existing IT Clusters in Selected States, 
which Selected States have developed strategies and have the adequate resources 
to develop the IT/ITES sector, including support of activities to increase their 
competitiveness, and give them access to international markets and carry out 
awareness and dissemination campaigns; and (ii) to IT Clusters in those other 
States that have not yet developed a strategy but have enough resources to 
develop the industry, for the design of their IT/ITES strategy and investment 
plans. 
 
(c) 
Carrying out of workshops aimed at raising awareness of the benefits of IT 
outsourcing and the usage of information technology in business and production 
processes.  
 
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7
(d) 
Provision of Certification Grants to IT companies through internationally 
recognized certification programs. 
 
Part 3. Financing of the IT Industry
(a) 
Provision of technical assistance to design and establish the FIT Program, 
including the selection of a reputable institution for its management. 
 
(b) 
Provision of Accreditation Grants to IT companies to participate in the FIT 
Program.  
 
(c) 
Provision of technical assistance to selected financial intermediaries and banks to 
develop capacity to appraise IT projects and IT companies. 
 
Part 4. Supporting Infrastructure
(a) 
Provision of technical assistance to prepare feasibility studies, design, and 
bidding specifications for Selected IT Parks to be developed based on a PPP 
model in 
the Borrower’s territory. 
 
(b) 
Development, using a PPP model and based on the results of the technical 
assistance provided through Part 4 (a) of the Project, of Selected IT Parks in the 
Borrower’s territory. 
 
Part 5. Outsourcing of Government Services
Provision of support for the development and implementation of PPPs for the 
outsourcing of government services to the private sector, including, 
inter alia
:
(a) 
technical assistance to review the Borrower’s legal and regulatory framework and 
to propose changes and/or new regulations and rules to streamline the 
implementation of these PPPs; 
 
(b) 
technical assistance to carry out feasibility studies, design and bidding 
specifications; 
 
(c) 
training of Government officials on the design and implementation of the PPPs; 
and 
 
(d) 
technical assistance and equipment as necessary (including software) to support 
the creation and operation of an integration competency center, including 
defining the location, composition and recruitment of key staff and budget and an 
implementation program for the first three years of its operation. 
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Part 6. Strengthening of the IT Legal and Regulatory Framework and Institutions 
(a) 
Provision of technical assistance to draft changes and/or improvements to the 
Borrower’s IT legal and regulatory framework.  
 
(b) 
Carrying out of awareness raising campaigns for specific IT programs such as the 
Trustmark Seal Program, and dissemination of other IT sector laws and 
regulations and their enforcement. 
 
(c) 
Development and carrying out of tailor-made professional training courses for 
legislators, judges, public servants, law enforcement officers, technical experts in 
trials, and professors and lawyers in general on IT issues, regulations and 
enforcement best practices. 
 
(d) 
Creation of a dispute settlement center within the Mexican Software Consortium. 
 
(e) 
Supporting the creation and/or strengthening of local master programs in IT law 
to train academics on IT issues, regulations and enforcement best practices.  
 
Part 7. Strengthening of PROSOFT and Project Management
(a) 
Provision of technical assistance, training and operational costs for the creation 
of an international consultative commission in PROSOFT in order to advise SE 
on new developments in the global IT industry and to formulate new policies for 
the sector. 
 
(b) 
Provision of technical assistance to carry out studies on the Borrower’s IT sector, 
as requested by the international consultative commission referred to in (a) 
above, and carrying out of workshops, consultations and other learning events. 
 
(c) 
Provision of Operational cost financing for the Team to manage, implement, 
monitor and evaluate the Project.  
 
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SCHEDULE 2
 
Project Execution 
 
Section I. 
Implementation Arrangements 
 
A. Institutional 
Arrangements
 
1. 
(a) 
Without limitation upon the provisions of Section 3.01 of this Agreement 
and except as the Borrower and the Bank may otherwise agree, the 
Borrower, through SE, shall carry out the Project in accordance with the 
provisions of a manual, satisfactory to the Bank (the 
“Operational 
Manual”), which shall contain   specific 
provisions 
and 
detailed 
arrangements for the execution, monitoring and evaluation of the Project 
including,
 inter alia
:
(i) 
the procurement, financial management and disbursement 
requirements procedures, including the specific fiduciary 
responsibilities of SE, NAFIN and other participating entities in 
the implementation of the Project; 
 
(ii) 
the ESMF;  
 
(iii) 
the Performance Indicators; and 
 
(iv) 
the specific procedures for submitting proposals and requesting 
funds to the PROSOFT Fund for Project activities. 
 
(b) 
The Operational Manual may be amended by the Borrower from  time  to 
time With the prior approval of the Bank.  In the case of any conflict 
between the terms of the Operational Manual and those of this 
Agreement, the terms of this Agreement shall prevail. 
 
2. 
The Borrower, through SE, shall: 
 
(a) 
maintain, at all times during Project implementation, a Team within SE, 
 
with structure, functions and responsibilities acceptable to the Bank, 
 including
,
inter alia
,
the responsibility of the Team to coordinate and 
 
monitor the carrying out of the Project and to consolidate and furnish to 
 
the Bank all the information provided by other participating entities in 
 
the Project, in order to enable the Borrower to comply with its 
 
obligations under this Agreement; 
 
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10
 
(b) 
ensure that the Team is, at all times during Project implementation, 
 
led by a Project coordinator and assisted by adequate professional and 
 
administrative staff in numbers and with experience and  qualifications 
 
acceptable to the Bank; and  
 
(c) 
cause any Promotion Agency or any other entities participating in the 
 
implementation of the Project to procure the goods, works and services 
 
for the execution of the Project in accordance with the terms and 
 
provisions of this Agreement and the Operational Manual. 
 
B.  
Subsidiary Agreement 
 
1. 
To facilitate the carrying out of Part 1 (b) of the Project, SE shall enter into a 
subsidiary agreement with an entity satisfactory to SE and to the Bank, under 
terms and conditions approved by the Bank
 (“Subsidiary Agreement”), which 
shall include 
inter alia, 
the terms and conditions for the carrying out of  Part 1 (b) 
of the Project (including a financial management system satisfactory to the Bank) 
and for the transfer of the necessary proceeds from SE’s budget through specific 
agreements (
Convenios de Adhesion
)
to such entity, in accordance with the terms 
of this Agreement and the Operational Manual. 
 
2. 
SE shall exercise its rights under the Subsidiary  Agreement in such manner as to 
protect the interests of the Borrower and the Bank and to accomplish the 
purposes of the Loan. Except as the Bank shall otherwise agree, SE shall not 
assign, amend, abrogate,
 
waive or fail to enforce the Subsidiary Agreement or 
any provision thereof. 
 
C.  
Environmental and Social Provisions 
 
Without limitation to the provisions of Section 5.01 (b) of the General Conditions 
 
and of Section I.B of this Schedule, the Borrower, through SE shall: 
 
1. 
carry out and cause the Project to be carried out in accordance with the 
provisions and recommendations of the ESMF; and 
 
2. 
prior to the approval of any proposed civil work(s) under the Project, the 
Borrower, through SE, shall, as per the ESMF: 
 
(a) 
carry out an environmental screening and assessment of such proposed 
civil work(s); 
 
(b) 
ensure that the design, construction and operation of said civil work(s) 
are consistent with appropriate environmental manuals; 
 
(c) 
provide necessary related training; and  
 
(d) 
prepare and implement the respective IPDP and/or RAP when necessary.  
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D. 
Contrato de Mandato
 
1. 
The Borrower, through SHCP, shall enter into a contract (
Contrato de Mandato
), 
 
among SE as Executing Agency, and NAFIN, satisfactory to the Bank, whereby: 
 
(a) 
NAFIN agrees to act as financial agent of the Borrower with regard to 
the Loan, meaning that, 
inter alia
,
NAFIN agrees to represent the 
Borrower 
vis-
à-vis
 the Bank for purposes of submitting Loan withdrawal 
applications to the Bank in form and substance sufficient to justify 
disbursement by the Bank to the Borrower of Loan proceeds and agrees 
to maintain and operate the bank account which shall be opened in 
NAFIN (referred to in the instructions cited in Section IV.A of this 
Schedule) in compliance with the terms of this Agreement; and 
 
(b) 
the Borrower, through SHCP and SE, shall cooperate fully with NAFIN 
to ensure that NAFIN is able to comply with all of NAFIN’s obligations 
referred to in paragraph (a) of this Section. 
 
2. 
The Borrower, through SHCP and SE, shall exercise its rights and carry out its 
 
obligations under the 
Contrato de Mandato
 in such a manner as to protect the 
 
interests of the Bank and to accomplish the purposes of the Loan.  Except as the 
 
Bank may otherwise agree, the Borrower shall not amend or fail to enforce any 
 provision 
of 
the 
Contrato de Mandato
.
In case of any conflict between the terms 
 of 
the 
Contrato de Mandato 
and those of this Agreement, the terms of this 
 
Agreement shall prevail. 
 
E. Anti-Corruption 
 
The Borrower shall ensure that the Project is carried out in accordance with the 
provisions of the Anti-Corruption Guidelines. 
Section II. 
Project Monitoring Reporting and Evaluation
A. Project 
Reports 
 
1. 
The Borrower, through SE, shall monitor and evaluate the progress of the Project 
and prepare semi-annual Project Reports in accordance with the provisions of 
Section 5.08 of the General Conditions and on the basis of the Performance 
Indicators set forth in the Operational Manual.  Each Project Report shall cover 
the period of one calendar semester, and shall be furnished to the Bank not later 
than 60 days after the end of the period covered by such report. 
 
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B.
 
Financial Management, Financial Reports and Audits   
 
1. 
The Borrower, through SE, shall maintain or cause to be maintained a financial 
management system in accordance with the provisions of Section 5.09 of the 
General Conditions. 
 
2. 
Without limitation on the provisions of Part A of this Section, the Borrower, 
through SE, shall prepare and furnish to the Bank, not later than 45 days after the 
end of such period, as part of the Project Report, interim unaudited financial 
reports for the Project covering the semester, in form and substance satisfactory 
to the Bank. 
 
3. 
The Borrower, through SE, shall have its Financial Statements audited in 
accordance with the provisions of Section 5.09 (b) of the General Conditions.  
Each audit of the Financial Statements shall cover the period of one fiscal year of 
the Borrower.  The audited Financial Statements for each such period shall be 
furnished to the Bank not later than six months after the end of such period.
 
Section III. 
Procurement
A. General
1.
 
Goods and Works and Non-Consultant Services.  
 All goods, works and non-
consultant services required for the Project and to be financed out of the proceeds 
of the Loan, including those procured by beneficiaries and other participating 
entities under PROSOFT, shall be procured in accordance with the requirements 
set forth or referred to in Section I of the Procurement Guidelines, the 
Operational Manual and with the provisions of this Section. 
 
2.
 
Consultants’ Services.  
All consultants’ services required for the Project and to 
be financed out of the proceeds of the Loan, including those procured by 
beneficiaries and other participating entities under PROSOFT, shall be procured 
in accordance with the requirements set forth or referred to in Sections I and IV 
of the Consultant Guidelines, the Operational Manual and with the provisions of 
this Section.   
 
3. 
Definitions.
 
The capitalized terms used below in this Section to describe 
particular procurement methods or methods of review by the Bank of particular 
contracts refer to the corresponding method described in the Procurement 
Guidelines, or Consultant Guidelines, as the case may be. 
 
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B. 
Particular Methods of Procurement of Goods and Works and Non-
Consultant Services
1.
 International 
Competitive 
Bidding.
 
Except as otherwise provided in paragraph 
2
below, goods shall be procured under contracts awarded on the basis of 
International Competitive Bidding procedures.
 
2.
 
Other Methods of Procurement of Goods and Works and Non-Consultant 
Services
.
The following table specifies the methods of procurement, other than 
International Competitive Bidding, which may be used for goods, works and 
non-consultant services.  The Procurement Plan shall specify the circumstances 
under which such methods may be used. 
 
Procurement Method
(a) National Competitive Bidding 
(b) Shopping 
3.    
Commercial Practices. Goods and works procured by beneficiaries under 
PROSOFT estimated to cost less than $100,000.00 per contract, may be procured 
in accordance with commercial practices acceptable to the Bank, and described in 
the Operational Manual.  
 
C. 
Particular Methods of
 Procurement of Consultants’ Services
1.
 Quality- 
and 
Cost-based 
Selection.
 
Except as otherwise provided in paragraph 
2
below, consultants’ services shall be procured under contracts awarded on the 
basis of Quality and Cost-based Selection.
 
2.
 Other 
Met
hods of Procurement of Consultants’ Services
.
The following table 
specifies the methods of procurement, other than Quality and Cost-based 
Selection, which may be used for consultants’ services.  The Procurement Plan 
shall specify the circumstances under which such methods may be used. 
 
Procurement Method
(a)Quality-based Selection 
(b)Selection Under a Fixed Budget 
(c)Least Cost Selection 
(d) Selection Based on Consultant’s Qualifications 
(e) Single Source Selection 
(f) Selection of Individual Consultants  
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3.     
Commercial Practices
.
Consultant services for beneficiaries under PROSOFT   
estimated to cost less than $150,000.00 per contract for assignments of a standard 
or routine nature and $100,000.00 for all other assignments, may be procured in 
accordance with commercial practices acceptable to the Bank and described in 
the Operational Manual.  
 
D.
 
Review by the Bank of Procurement Decisions
The Procurement Plan shall set forth those contracts which shall be subject to the 
Bank’s Prior Review.  All other contracts shall be subject to Post Review by the 
Bank, in accordance with the requirements set forth or referred to in the 
Procurement Guidelines and the Operational Manual. 
 
Section IV. 
Withdrawal of Loan Proceeds
A. General 
 
1. 
The Borrower shall cause NAFIN (pursuant to the 
Contrato de Mandato
), to 
withdraw the proceeds of the Loan in accordance with the provisions of Article II 
of the General Conditions, this Section, and such additional instructions as the 
Bank shall specify by notice to the Borrower and/or NAFIN (including the 
“World Bank Disbursement Guidelines for Projects” dated May 2006, as revised 
from time to time by the Bank and as made applicable to this Agreement 
pursuant to such instructions), to finance Eligible Expenditures as set forth in the 
table in paragraph 2 below. 
 
2. 
The following table specifies the categories of Eligible Expenditures that may be 
financed out of the proceeds of the Loan (“Category”), the allocation of the 
amounts of the Loan to each Category, and the percentage of expenditures to be 
financed for Eligible Expenditures in each Category. 
 
Category
Amount of the Loan 
Allocated 
(expressed in USD
)
Percentage of Expenditures 
to be financed 
(inclusive of Taxes
)
(1)  (a) Goods, works, consultants’ 
 services, 
non-consultant 
 
services and operating costs 
 
under Part 1 (a) of the Project  
 
2,750,000 100% 
(b) Training Grants under Part 
 
1(b) of the Project 
 
35,500,000 
100% of goods, works, 
consultants’ services and or 
operating costs financed by 
Training Grants 
 
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15
 
Category
Amount of the Loan 
Allocated 
(expressed in USD
)
Percentage of Expenditures 
to be financed 
(inclusive of Taxes
)
(2) (a) Goods, 
consultants’ 
 
services and training under 
 
Part 2 (a), (b) and (c) of the 
 Project 
 
3,950,000 100% 
(b) Certification Grants under 
 
Part 2 (d) of the Project 
 
5,000,000 
100% of goods, works, 
consultants’ services and or 
operating costs financed by 
Certification Grants 
 
(3) (a) Goods, works, consultants’ 
 
services and training under 
 
Part 3 (a) and (c) of the Project 
 
1,500,000 100% 
(b) Accreditation Grants under 
 
Part 3 (b) of the Project 
 
1,400,000 
100% of goods, works, 
consultants’ services and or 
operating costs financed by 
Accreditation Grants 
 
(4) Works and consultants’ 
 
services under Part 4 of the 
 Project 
 
10,100,000 100% 
(5) Consultants’ services and 
 
training under Part 5 of the 
 Project 
 
2,700,000 100% 
(6) Goods, consultants’ services 
 
and training under Part 6 of the 
 Project 
 
6,100,000 100% 
(7) Consultants’ services, training, 
 non-consultant 
services 
and 
 
operating costs under Part 7 of 
 the 
Project 
 
3,550,000 100% 
(8) Unallocated 
 
7,250,000  
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Category
Amount of the Loan 
Allocated 
(expressed in USD
)
Percentage of Expenditures 
to be financed 
(inclusive of Taxes
)
(9)
 
Front-end Fee 
 
200,000 
Amount payable pursuant to 
Section 2.03 of this 
Agreement in accordance 
with Section 2.07 (b) of the 
General Conditions 
 
TOTAL AMOUNT 
 80,000,000 
 
For the purposes of this Section IV: 
 
(a) 
“training” means the reasonable expenditures incurred by the Borrower in 
 
connection with the carrying out of training activities (including workshops, 
 
conferences and seminars) under the Project, including travel costs, 
per diem
 of 
 
trainers, trainees, facilitators and stakeholders and training materials; and 
 
(b) 
“operating costs” means the reasonable costs of salaries for the Team, 
 
communications, office supply, travel and 
per diem
 directly related to the 
 
performance of the Project activities, which would not have been incurred absent 
 the 
Project. 
 
B. 
Withdrawal Conditions; Withdrawal Period   
 
1.
 
Notwithstanding the provisions of Part A of this Section, no withdrawal shall be 
 made: 
 
(a) 
for payments made prior to the date of this Agreement, except that 
withdrawals up to an aggregate amount not to exceed $16 million 
equivalent may be made for payments made within 12 months prior to 
this date, but on or after January 24
th
,
2008,
for Eligible Expenditures; 
and 
 
(b) 
for payments made for expenditures covered by Category (1) (b), unless 
the Subsidiary Agreement referred to in Section I. B of Schedule 2 to this 
Agreement has been executed. 
 
2.
 
The Closing Date is June 30, 2013. 
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17
SCHEDULE 3
 
Amortization Schedule 
 
The Borrower shall repay the principal amount of the Loan in full on March 15, 
2018. 
 
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18
APPENDIX 
 
Section I. 
Definitions
1. 
“Accreditation Grants” means any grant made or proposed to be made by SE 
under Part 3 (b) of the Project, according to the criteria and procedures set forth 
in the Operational Manual. 
 
2. 
“Anti-Corruption Guidelines” means the “Guidelines on Preventing and 
Combating Fraud and Corruption in Projects Financed by IBRD Loans and IDA 
Credits and Grants”, dated October 15, 2006. 
 
3. 
“Category” means a category set forth in the table in Section IV of Schedule 2 to 
this Agreement. 
 
4. 
“Certification Grants” means any grant made or proposed to be made by SE 
under Part 2 (d) of the Project, according to the criteria and procedures set forth 
in the Operational Manual. 
 
5. 
“Consultant Guidelines” means the “Guidelines: Selection and Employment of 
Consultants by World Bank Borrowers” published by the Bank in May 2004 and 
revised in October 2006. 
 
6. “
Contrato de Mandato
”
means the agreement to be entered into between the 
Borrower, through SHCP, SE as Executing Agency, and NAFIN pursuant to 
Section I.D. of Schedule 2 to this Agreement, as the same may be amended from 
time to time. 
 
7. 
“ESMF” or “Environmental and Social Management Framework” means the 
Borrower’s environmental and social framework for the Project, which 
framework contains specific environmental rules and procedures for the 
environmental and social screening, impact mitigation, monitoring and 
implementation of the activities to be financed under the Project, including the 
procedures to be carried out with respect the execution of any civil work(s) under 
the Project and the criteria for when an IPDP or/and an RAP (as hereinafter 
defined) are required. 
 
8. 
“FIT Program” means the Financing of IT Companies Accreditation Program, a 
program to be designed and implemented by SE to help financial intermediaries 
and banks assess whether an IT/ITES SME is creditworthy. 
 
9. 
“General Conditions” means the “International Bank for Reconstruction and 
Development General Conditions for Loans”, dated July 1, 2005 (as amended 
through February 12, 2008). 
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19
10. 
“IPDP” or “Indigenous Peoples Development Plan” means the Borrower’s 
indigenous peoples’ development plan for the Project. 
 
11. 
“IT” means information technology. 
 
12. 
“ITES” means information technology enabled services. 
 
13. 
“IT Clusters” means non-profit organizations (“Asociación Civil”), usually 
related to a specific State within the Borrower’s territory, the main objective of 
which is to improve the capacities of their members (which include, 
inter alia
,
IT 
companies, business organizations, government and academic institutions), foster 
the development of local IT markets and explore international business 
opportunities. 
 
14. 
“IT.Link Program” means the Information Technology Linkages Network 
Program, a program that will be designed to link local IT/ITES SMEs with 
multinational corporations to foster business cooperation and learning and 
knowledge sharing. 
 
15. 
“IT Parks” means agglomerations of IT companies, universities, research and 
development institutions, service providers, financial institutions and others in a 
single campus like facility, to seek synergy and exploit advantages through 
networking of the different market participants. 
 
16. 
“Mexico FIRST” means the México Federal Institute for Remote Services and 
Technology
,
a
non-profit organization (
asociación civil
)
created by ANIEI 
(
Mexico’s National Association of Institutions of Informatics Education) and 
CANIETI (Mexico’s National Chamber of Electronic Industry, 
Telecommunications and Information Technologies), or its successor or 
successors thereto. 
 
17. 
“Mexican Software Consortium” means the consortium created by AMIPCI 
(Mexican Internet Association) and BSA BUSINESS SOFTWARE ALLIANCE, 
INC, in December 18, 2006, through a PPP, to promote local technological 
innovation and the protection of inventions and works of art. 
 
18. “NAFIN” 
means 
Nacional Financiera, S.N.C
.
a
Mexican development bank 
serving as the Borrower’s financial agent for purposes of the Loan. 
 
19. 
“Operational Manual” means the manual for the operation of the Project dated 
June 4, 2008, referred to in Section I.A.1 of Schedule 2 to this Agreement, as the 
same may be amended from time to time. 
 
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20
20. 
“Performance Indicators” means the indicators for monitoring and evaluating 
progress towards the attainment of the Project’s objective set forth in the 
Operational Manual. 
 
21. 
“PPP” means public-private partnerships. 
 
22. 
“Procurement Guidelines” means the “Guidelines: Procurement under IBRD 
Loans and IDA Credits” published by the Bank in May 2004 and revised in 
October 2006. 
 
23. 
“Procurement Plan” means the Borrower’s procurement plan for the Project, 
which includes all the Project’s contracts, dated June 4, 2008, and referred to in 
paragraph 1.16 of the Procurement Guidelines and paragraph 1.24 of the 
Consultant Guidelines, as the same shall be updated from time to time in 
accordance with the provisions of said paragraphs. 
 
24. 
“Promotion Agency” means a federal entity or private enterprise approved by the 
PROSOFT Directive Council to present requests for support to PROSOFT from 
targeted beneficiaries.  
 
25. “PROSOFT” 
means 
Programa de Desarrollo de la Industria del Software, 
the 
Borrower’s program for the development of the IT services industry, created in 
the Borrower’s National Development Plan for the period 2001-2006 and 
published in the Borrower’s Official Gazette of May 30, 2001, or any other 
successor program approved by the Borrower for the same purpose. 
 
26. 
“PROSOFT Fund” means the fund created under PROSOFT to support projects 
in the IT sector and to foster the use of IT in other economic sectors of the 
Borrower’s territory. 
 
27. 
“RAP” or “Resettlement Action Plan” means the Borrower’s resettlement action 
plan for the Project.  
 
28. “SE” 
means 
Secretaria de 
Economía
,
the Borrower’s Secretariat of the Economy. 
 
29. 
“Selected IT Parks” are those IT Parks that will be subject to support from the 
Project, to be decided under the criteria specified in the Operational Manual. 
 
30. 
“Selected States” are those States within the Borrower’s territory that, depending 
on their competitiveness and the level of maturity of their IT Clusters, will 
receive targeted support from the Project. 
 
31. “SHCP” 
means 
Secretaría de Hacienda y Crédito Público
,
the Borrower’s 
Secretariat of Finance and Public Credit. 
 
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21
32. 
“SMEs” means small and medium enterprises. 
 
33. 
“Subsidiary Agreement” means the agreement (
Convenio de 
Colaboración
)
referred to in Section I.B of Schedule 2 to this Agreement. 
 
34. 
“Team” means the Project implementation team referred to in Section I.A.2 of 
Schedule 2 to this Agreement, established in the SE, to manage Project 
implementation, and with staffing, functions and responsibilities as described in 
the Operational Manual. 
 
35. 
“Training Grants” means any grant made or proposed to be made by Mexico 
FIRST under Part 1 (b) of the Project, according to the criteria and procedures set 
forth in the Operational Manual. 
 
36. 
“Trustmark Seal Program” means the Borrower’s program created by AMIPCI 
(Mexican Internet Association) which started activities in December 2006, 
designed to promote e-commerce by guaranteeing that commercial websites 
comply with formal business registration and privacy requirements of the 
Borrower’s Federal Consumer Protection Law (FCPL).