Mexico in Debt Exchange Warrants Offering

April 9, 2008

Cleary Gottlieb represented the United Mexican States in its Rule 144A/Reg. S offering of Series XWA08 Debt Exchange Warrants and Reg. S offering of Series XWB0B Debt Exchange Warrants. The transaction closed on April 9, 2008.

The Warrants entitle holders to exchange, on October 9, 2008 (unless extended by Mexico at its sole discretion), approximately $1.25 billion of various series of Mexico’s outstanding U.S. dollar, euro, Italian lira and Deutsche mark-denominated external bonds for certain series of MBonos, domestic bonds denominated in Mexican pesos, or Udibonos, domestic bonds denominated in UDIs, a unit of account adjusted for Mexican inflation.

The offering--Mexico’s fourth offering of debt exchange warrants since launching the product in November 2005--continues the sovereign’s strategy of reducing its external indebtedness by replacing it with domestic debt payable in pesos.

The bonds to be tendered on exercise of the warrants include 21 different series of bonds maturing between 2009 and 2034 that are governed by New York or German law. The series of MBonos or Udibonos to be acquired in exchange are governed by Mexican law and will mature in 2014, 2017 and 2036, respectively, in the case of the MBonos, or 2017 and 2035, respectively, in the case of the Udibonos. The MBonos and Udibonos have no covenants, no events of default, no gross-up for Mexican taxes and are not subject to New York or U.S. federal court jurisdiction.

Barclays Capital and Merrill Lynch acted as the joint lead managers for the deal. Citibank, N.A., London Branch is serving as warrant agent.