Obligation Petromex 5.5% ( XS0213101073 ) en EUR

Petromex

100 % ▼

Mexique

XS0213101073 ( en EUR )

5.5% par an ( paiement annuel )

23/02/2025 - Obligation échue

Prospectus brochure de l'obligation Pemex XS0213101073 en EUR 5.5%, échue

10 000 EUR

1 000 000 000 EUR

70645JAN2

Petróleos Mexicanos (PEMEX) est une entreprise publique mexicaine, l'une des plus grandes compagnies pétrolières et gazières au monde, jouant un rôle crucial dans l'économie du Mexique.

L'Obligation émise par Petromex ( Mexique ) , en EUR, avec le code ISIN XS0213101073, paye un coupon de 5.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 23/02/2025

U.S. $60,000,000,000
Pemex Project Funding Master Trust

Medium-Term Notes, Series A, Due 1 Year or More from Date of Issue
unconditionally and irrevocably guaranteed by
Petróleos Mexicanos
(A Decentralized Public Entity of the Federal Government of the United Mexican States)

The Pemex Project Funding Master Trust (the "Issuer" or the "Master Trust"), a statutory trust organized under the laws of the State of
Delaware, may offer from time to time its Medium-Term Notes, Series A, due 1 year or more from date of issue, as selected by the
purchaser and agreed to by the Issuer, in an aggregate initial offering price not to exceed U.S. $60,000,000,000 or its equivalent in other
currencies or currency units, subject to increase by the Issuer (the "Notes"). The currency or currency unit of denomination and
payment, form, interest rate, interest payment dates, issue price (and the U.S. dollar equivalent thereof, in the case of Notes
denominated in other than U.S. dollars) and maturity date of any Note will be set forth in the related Final Terms ("Final Terms"). See
"Description of Notes." The payment of principal of and premium (if any) and interest on the Notes will be unconditionally and
irrevocably guaranteed by Petróleos Mexicanos (the "Guarantor"), a decentralized public entity of the Federal Government (the "Mexican
Government") of the United Mexican States ("Mexico"). Petróleos Mexicanos' obligations as Guarantor are unconditionally and
irrevocably guaranteed jointly and severally by Pemex-Exploración y Producción, Pemex-Refinación and Pemex-Gas y Petroquímica
Básica (each, a "Subsidiary Guarantor" and, collectively, the "Subsidiary Guarantors"), each of which is a decentralized public entity of
the Mexican Government. The Notes are not obligations of, or guaranteed by, Mexico.
The principal amount payable at or prior to maturity, the amount of interest payable and any premium payable with respect to the Notes
may be determined by the difference in the price of crude oil on certain dates, or by some other index or indices, as set forth in the
related Final Terms.
Unless a Redemption Commencement Date is specified in the applicable Final Terms, the Notes will not be redeemable prior to their
Stated Maturity except in the event of certain changes in Mexican Withholding Taxes (as defined herein). If a Redemption
Commencement Date is so specified, the Notes will be redeemable at the option of the Issuer at any time after such date as described
herein. Unless otherwise specified in the applicable Final Terms, the Notes will not be subject to repayment at the option of the holder
prior to their Stated Maturity.
The Notes will contain provisions regarding acceleration and future modifications to their terms that differ from those applicable to
certain of the Issuer's and the Guarantor's other outstanding public external indebtedness issued prior to October 2004. Under these
provisions, which are commonly referred to as "collective action clauses" and are described under "Description of Notes--Modification
and Waiver," in certain circumstances, the Issuer and the Guarantor may amend the payment and certain other provisions of an issue of
Notes with the consent of the holders of 75% of the aggregate principal amount of such Notes.
The Notes are being offered for sale in offshore transactions in reliance on Regulation S under the United States Securities Act of 1933,
as amended (the "Securities Act"). A portion of the Notes may also be offered for sale in the United States pursuant to an available
exemption from registration under the Securities Act. Unless otherwise specified in the applicable Final Terms, each Registered Note
(as defined herein) offered hereby will be represented by one or more global Registered Notes without interest coupons (each, a "Global
Note"), which will be deposited with, or on behalf of, The Depository Trust Company ("DTC") or with a common depositary for Euroclear
Bank S.A./N.V. as operator of the Euroclear Clearance System plc ("Euroclear") and Clearstream Banking, société anonyme
("Clearstream, Luxembourg"). Unless otherwise specified in the applicable Final Terms, Bearer Notes (as defined herein) will initially be
represented by a temporary global Bearer Note, without interest coupons, which will be deposited with a common depositary for
Euroclear and Clearstream, Luxembourg. Such temporary global Bearer Note will be exchangeable for a permanent global Bearer Note
or definitive Bearer Notes, as specified in the applicable Final Terms, on or after the Exchange Date therefor and after the requisite
certifications as to non-U.S. beneficial ownership have been provided as described herein. See "Description of Notes--Form and
Denomination." Except as described herein, Notes in definitive certificated form will not be issued in exchange for Global Notes or
Bearer Notes in global form or interests therein. See "Description of Notes--Certificated Notes and Definitive Bearer Notes."
Application has been made to admit the Notes to listing on the Official List of the Luxembourg Stock Exchange and to trading on the
Euro MTF market (the "Euro MTF"). No assurance can be given that the Notes will be sold or that an active trading market for the Notes
will develop. This Offering Circular constitutes a Base Prospectus for the purposes of listing Notes on the Luxembourg Stock Exchange.
See "Risk Factors" on page 13 and "Currency Risks and Risks Associated with Indexed Notes" on page 55 for certain
considerations relevant to an investment in the Notes.
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR ANY STATE SECURITIES
LAWS AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
U.S. PERSONS EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. ACCORDINGLY,
THE NOTES MAY BE OFFERED AND SOLD ONLY (A) TO "QUALIFIED INSTITUTIONAL BUYERS" (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT) IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT AND (B) PURSUANT TO
OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE
SECURITIES ACT. FOR CERTAIN RESTRICTIONS ON RESALE AND TRANSFER, SEE "OFFERING AND SALE" AND "NOTICE
TO INVESTORS."

The information contained herein or in the offering circular is the exclusive responsibility of the Issuer, the
Guarantor and the Subsidiary Guarantors (and not the Managing Trustee) and has not been reviewed or
authorized by the Comisión Nacional Bancaria y de Valores ("CNBV") of Mexico. The characteristics of the
offering will be notified to the CNBV solely for information purposes and do not imply any certification as to the
investment quality of the Notes, the solvency of the Issuer, the Guarantor or the Subsidiary Guarantors. The
Notes may not be offered or sold in Mexico except through a private offering in accordance with article 8 (or any
successor provision) of the Ley de Mercado de Valores (the "Securities Market Law").

Offers to purchase Notes are being solicited, on a reasonable efforts basis, from time to time by the Agents on behalf of the Issuer.
Notes may be sold to the Agents on their own behalf at negotiated discounts for resale as described above. The Issuer may also sell
Notes directly on its own behalf or to or through other brokers or dealers. The Issuer reserves the right to withdraw, cancel or modify the
offering contemplated hereby without notice. No termination date for the offering of the Notes has been established. The Issuer, or any
Agent if it solicits the offer, may reject any offer to purchase Notes as a whole or in part. See "Offering and Sale."
Joint Arrangers
Citi
Credit Suisse
Agents
Citi
Credit Suisse
Goldman, Sachs & Co.
Goldman Sachs International
JPMorgan
Lehman Brothers

The Offering Circular is dated July 18, 2008. This Offering Circular may not be used for the purpose of listing the Notes on the Official List of the
Luxembourg Stock Exchange and to trading on the Euro MTF after July 18, 2009.

This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Issuer, the
Guarantor or the Subsidiary Guarantors to subscribe for or purchase any of the Notes. The distribution of
this Offering Circular and the offering of the Notes in certain jurisdictions may be restricted by law.
Persons into whose possession this Offering Circular comes are required by the Issuer, the Guarantor,
the Subsidiary Guarantors and the Agents to inform themselves about and to observe any such
restrictions. For a description of certain further restrictions on offers and sales of the Notes and
distribution of this Offering Circular, see "Offering and Sale" and "Notice to Investors."
The Issuer is a Delaware statutory trust established by Petróleos Mexicanos pursuant to the terms of
a trust agreement dated as of November 10, 1998, as amended by Amendment No. 1 on November 17,
2004, Amendment No. 2 on December 22, 2004 and Amendment No. 3 on August 17, 2006, among The
Bank of New York Mellon, as Managing Trustee, BNY Mellon Trust of Delaware, as Delaware Trustee,
and Petróleos Mexicanos, as sole beneficiary (the "Trust Agreement"). The Issuer was formed on
November 10, 1998 by the filing of a certificate of trust with the Office of the Secretary of State of the
State of Delaware. The Issuer is a financing vehicle for the long-term productive infrastructure projects of
Petróleos Mexicanos, which are referred to by Petróleos Mexicanos and the Mexican Government as
"PIDIREGAS." The Delaware office of the Issuer is BNY Mellon Trust of Delaware, White Clay Center,
Newark, DE 19711; the office of the Managing Trustee of the Issuer is The Bank of New York Mellon,
Corporate Trust, Global Structured Finance Unit, 101 Barclay Street, 21W, New York, NY 10286.
Petróleos Mexicanos was established by a decree of the Mexican Congress on June 7, 1938 as a
result of the nationalization of the foreign-owned oil companies then operating in Mexico. Petróleos
Mexicanos and its four subsidiary entities -- Pemex-Exploración y Producción (Pemex-Exploration and
Production), Pemex-Refinación (Pemex-Refining), Pemex-Gas y Petroquímica Básica (Pemex-Gas and
Basic Petrochemicals) and Pemex-Petroquímica (Pemex-Petrochemicals) (collectively, the "Subsidiary
Entities") -- comprise Mexico's state oil and gas company. Each is a decentralized public entity of the
Mexican Government and is a legal entity empowered to own property and carry on business in its own
name. In addition, the results of a number of subsidiary companies that are listed in "Consolidated
Structure of PEMEX" in the Form 20-F (as defined below) (such companies, the "Subsidiary Companies"),
including the Issuer, are incorporated into the consolidated financial statements. Petróleos Mexicanos,
the Subsidiary Entities and the consolidated Subsidiary Companies are collectively referred to as
"PEMEX." PEMEX's executive offices are located at Avenida Marina Nacional No. 329, Colonia
Huasteca, Mexico, D.F. 11311, Mexico. PEMEX's telephone number is (5255) 1944-2500.
The Issuer, the Guarantor and the Subsidiary Guarantors (and not the Managing Trustee), having
made all reasonable inquiries, confirm that (i) this Offering Circular contains all information in relation to
the Issuer, the Guarantor, the Subsidiary Guarantors, PEMEX, Mexico and the Notes which is material in
the context of the issue and offering of the Notes, (ii) there are no untrue statements of a material fact
contained in it in relation to the Issuer, the Guarantor, the Subsidiary Guarantors, PEMEX, Mexico or the
Notes, (iii) there is no omission to state a material fact which is necessary in order to make the statements
made in it in relation to the Issuer, the Guarantor, the Subsidiary Guarantors, PEMEX, Mexico or the
Notes, in light of the circumstances under which they were made, not misleading in any material respect,
(iv) the opinions and intentions expressed in this Offering Circular with regard to the Issuer, the
Guarantor, the Subsidiary Guarantors, PEMEX and Mexico are honestly held, have been reached after
considering all relevant circumstances and are based on reasonable assumptions, and (v) all reasonable
inquiries have been made by the Issuer, the Guarantor and the Subsidiary Guarantors to ascertain such
facts and to verify the accuracy of all such information and statements. The Issuer, the Guarantor and
the Subsidiary Guarantors (and not the Managing Trustee) accept responsibility accordingly.
The Notes have not been and will not be registered under the Securities Act and may include Notes
in bearer form that are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may
not be offered, sold or delivered within the United States or to U.S. persons.
No person has been authorized to give any information or to make any representations other than
those contained in this Offering Circular and, if given or made, such information or representations must
not be relied upon as having been authorized. This Offering Circular does not constitute an offer to sell or
3

the solicitation of an offer to buy any securities other than the securities to which it relates or any offer to
sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or
solicitation is unlawful. Neither the delivery of this Offering Circular nor any sale made hereunder shall,
under any circumstances, create any implication that there has been no change in the affairs of the Issuer
or PEMEX since the date hereof or that the information contained herein is correct as of any time
subsequent to its date.
This Offering Circular has been prepared by the Issuer and the Guarantor solely for use in connection
with future offerings of the Notes, and the application to admit the Notes to listing on the Official List of the
Luxembourg Stock Exchange and to have the Notes trade on the Euro MTF. This Offering Circular is
personal to each offeree and does not constitute an offer to any other person or to the public generally to
subscribe for or otherwise acquire the Notes. Distribution of this Offering Circular to any other person
other than the offeree and any person retained to advise such offeree with respect to its purchase is
unauthorized, and any disclosure of any of its contents, without the prior written consent of the Issuer and
the Guarantor, is prohibited. Each prospective investor, by accepting delivery of this Offering Circular,
agrees to the foregoing and to make no photocopies of this Offering Circular or any documents referred to
herein.
PETRÓLEOS MEXICANOS, AS GUARANTOR, WILL FILE A NOTICE IN RESPECT OF THE
OFFERING OF THE NOTES WITH THE CNBV OF MEXICO, WHICH IS A REQUIREMENT UNDER THE
LEY DEL MERCADO DE VALORES, OR SECURITIES MARKET LAW, IN CONNECTION WITH AN
OFFERING OF SECURITIES OUTSIDE OF MEXICO BY A MEXICAN ISSUER. SUCH NOTICE IS
SOLELY FOR INFORMATIVE PURPOSES AND DOES NOT IMPLY ANY CERTIFICATION AS TO THE
INVESTMENT QUALITY OF THE NOTES, THE SOLVENCY OF THE ISSUER, THE GUARANTOR OR
THE SUBSIDIARY GUARANTORS OR THE ACCURACY OR COMPLETENESS OF THE
INFORMATION CONTAINED HEREIN. FURTHERMORE, THE INFORMATION CONTAINED HEREIN
IS THE EXCLUSIVE RESPONSIBILITY OF THE ISSUER, THE GUARANTOR AND THE SUBSIDIARY
GUARANTORS (AND NOT THE MANAGING TRUSTEE) AND HAS NOT BEEN REVIEWED OR
AUTHORIZED BY THE CNBV OF MEXICO. THE NOTES HAVE NOT BEEN REGISTERED IN THE
REGISTRO NACIONAL DE VALORES (THE "REGISTRY") MAINTAINED BY THE CNBV AND,
CONSEQUENTLY, MAY NOT BE OFFERED OR SOLD IN MEXICO EXCEPT THROUGH A PRIVATE
OFFERING UNDER THE SECURITIES MARKET LAW. ANY MEXICAN INVESTOR WHO ACQUIRES
THESE NOTES FROM TIME TO TIME MUST RELY ON ITS OWN EXAMINATION OF THE ISSUER,
GUARANTOR AND SUBSIDIARY GUARANTORS.
IN CONNECTION WITH AN ISSUE OF NOTES OFFERED HEREBY, THE AGENT OR AGENTS
SPECIFIED IN THE APPLICABLE FINAL TERMS MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE NOTES, INCLUDING OVER-
ALLOTMENT, STABILIZING AND SHORT-COVERING TRANSACTIONS IN THE NOTES, AND THE
IMPOSITION OF A PENALTY BID, IN CONNECTION WITH SUCH ISSUANCE. FOR A DESCRIPTION
OF THESE ACTIVITIES, SEE "OFFERING AND SALE."
IN CONNECTION WITH THE ISSUE OF ANY SERIES OF NOTES, THE AGENT (IF ANY)
DISCLOSED AS THE STABILIZING MANAGER IN THE APPLICABLE FINAL TERMS, OR ANY
PERSON ACTING FOR THE STABILIZING MANAGER, MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF SUCH NOTES AT A
LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL FOR A LIMITED TIME AFTER
THE ISSUE DATE. HOWEVER, THERE MAY BE NO OBLIGATION ON THE STABILIZING MANAGER
OR ANY AGENT OF THE STABILIZING MANAGER TO EFFECT THIS KIND OF TRANSACTION.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME AND MUST BE
BROUGHT TO AN END AFTER A LIMITED PERIOD. IN ADDITION, SUCH STABILIZING, IF
COMMENCED, SHALL BE CARRIED OUT IN ACCORDANCE WITH ALL APPLICABLE LAWS AND
REGULATIONS.
FOR NEW HAMPSHIRE RESIDENTS ONLY: NEITHER THE FACT THAT A REGISTRATION
STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF
4

THE NEW HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE
FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE
STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW
HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT
MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION
IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE
HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR
GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE,
OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
5

AVAILABLE INFORMATION
Petróleos Mexicanos files periodic reports and other information with the United States Securities and
Exchange Commission (the "SEC"). These reports, including the attached exhibits, and any reports or
other information filed by Petróleos Mexicanos with the SEC are available at the SEC's public reference
room in Washington, D.C. Copies of these SEC filings may also be obtained at prescribed rates from the
Public Reference Section of the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information regarding the operation of the public
reference rooms. In addition, electronic SEC filings of Petróleos Mexicanos are available to the public
over the Internet at the SEC's website at http://www.sec.gov; these filings are included in the SEC's
EDGAR system under "Mexican Petroleum" (the English translation of the name Petróleos Mexicanos).
So long as any of the Notes are outstanding and are "restricted securities" within the meaning of Rule
144(a)(3) under the U.S. Securities Act of 1933, as amended (the "Securities Act"), if at any time
Petróleos Mexicanos is neither a reporting company under Section 13 or Section 15(d) of the U.S.
Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor exempt from reporting pursuant
to Rule 12g3-2(b) thereunder, Petróleos Mexicanos will be required under the Indenture referred to under
"Description of Notes--General" to furnish to a holder of a Note and a prospective purchaser designated
by such holder, upon the request of such holder in connection with a transfer or proposed transfer of such
Note pursuant to Rule 144A, the information required to be delivered under Rule 144A(d)(4)(i) under the
Securities Act.

DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by Petróleos Mexicanos with the SEC are incorporated by reference
into this Offering Circular:
· Petróleos Mexicanos' Annual Report on Form 20-F for the year ended December 31, 2007, as
filed with the SEC on June 30, 2008 (the "Form 20-F");
· Petróleos Mexicanos' report relating to the unaudited condensed consolidated financial
information of PEMEX for the three months ended March 31, 2008, furnished to the SEC on Form
6-K on July 18, 2008; and
· all of Petróleos Mexicanos' annual reports on Form 20-F, and all reports on Form 6-K that are
designated in such reports as being incorporated into this Offering Circular, filed with the SEC
pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act after the date of this Offering
Circular and prior to the termination of the offer of any issue of Notes hereunder.
The information incorporated by reference is considered to be part of this Offering Circular, and later
information filed with the SEC will update and supersede this information.
Copies of the most recent audited annual and unaudited condensed consolidated interim financial
statements of PEMEX, as well as this Offering Circular (and any amendment or supplement hereto) and
any Final Terms relating to any issue of Notes admitted to be listed on the Official List of the Luxembourg
Stock Exchange and traded on the Euro MTF, will be available free of charge at the office of the Paying
Agent and the Transfer Agent in Luxembourg. Such documents will also be available free of charge at
the office of the Managing Trustee of the Issuer and at the principal executive office of the Trustee.
6

NOTICE TO INVESTORS
Because of the following restrictions, purchasers are advised to consult legal counsel prior to making
any offer, resale, pledge or other transfer of the Notes offered hereby.
Each purchaser of Notes offered and sold in reliance on Rule 144A ("Rule 144A") will be deemed to
have represented and agreed as follows (terms used herein that are defined in Rule 144A, Regulation D
("Regulation D") or Regulation S ("Regulation S") under the Securities Act are used herein as defined
therein):
(a)
The purchaser (1) is a qualified institutional buyer; (2) is aware that the sale to it is being
made in reliance on Rule 144A; and (3) is acquiring such Notes for its own account or for the
account of a qualified institutional buyer;
(b)
The purchaser understands that the Notes have not been registered under the Securities Act
and may not be reoffered, resold, pledged or otherwise transferred except (A) (1) to a person
who such purchaser reasonably believes is a qualified institutional buyer in a transaction
meeting the requirements of Rule 144A; (2) in an offshore transaction meeting the
requirements of Rule 903 or Rule 904 of Regulation S; (3) pursuant to an exemption from
registration under the Securities Act provided by Rule 144 thereunder (if available); or (4)
pursuant to an effective registration statement under the Securities Act and (B) in accordance
with all other applicable securities laws;
(c)
Such Notes will bear a legend to the following effect unless the Issuer determines otherwise
in compliance with applicable law:

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) TO A
PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT ACQUIRING THE NOTES FOR ITS OWN ACCOUNT OR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 144A; (B) IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT; (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE); OR (D)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
JURISDICTION;
(d)
The purchaser understands that such Notes will be represented by a Restricted Global Note
(as defined herein). Before any interest in a Restricted Global Note may be offered, sold,
pledged or otherwise transferred to a person who takes delivery in the form of an interest in a
Regulation S Global Note (as defined herein), the transferor will be required to provide the
Trustee with a written certification (in the form provided in the Indenture) as to compliance
with the transfer restrictions referred to in clause (b)(2) or (b)(3) above.
The Notes will constitute "restricted securities" within the meaning of Rule 144(a)(3) under the
Securities Act and any sale pursuant to Rule 144 will be subject to the requirements of that rule, including
the holding period requirements. Because affiliates of the Issuer and the Guarantor will not be prohibited
from purchasing and reselling the Notes, no representation can be made as to the availability of the
exemption provided by Rule 144 under the Securities Act for the resale of the Notes.
7

CURRENCY OF PRESENTATION
References herein to "U.S. dollars," "U.S. $," "dollars" or "$" are to the lawful currency of the United
States of America, references herein to "pesos" or "Ps." are to the lawful currency of Mexico, references
herein to "£" are to British pounds, and references to "Euro" or "" are to the currency introduced at the
start of the third stage of European Economic and Monetary Union pursuant to the treaty establishing the
European Communities, as amended by the Treaty on European Union. The term "billion" as used in this
Offering Circular means one thousand million.
This Offering Circular contains translations of certain peso amounts into U.S. dollars at specified rates
solely for the convenience of the reader. These translations should not be construed as representations
that the peso amounts actually represent the U.S. dollar amounts or could be converted into U.S. dollars
at the rate indicated. Unless otherwise indicated, such U.S. dollar amounts have been translated from
pesos at an exchange rate of Ps. 10.8662 = U.S. $1.00, which is the exchange rate that the Ministry of
Finance and Public Credit instructed Petróleos Mexicanos to use on December 31, 2007. On July 16,
2008, the noon buying rate for cable transfers in New York reported by the Federal Reserve Bank of New
York was Ps. 10.2593 = U.S. $1.00.

PRESENTATION OF FINANCIAL INFORMATION
The financial position and results of operation of the Issuer are consolidated with those of PEMEX,
which maintains its financial statements and records in pesos. The Issuer does not publish non-
consolidated financial statements. The Issuer, the Guarantor and the Subsidiary Guarantors believe that
separate financial statements of the Issuer would not be material to you because (i) the Guarantor is an
SEC reporting company and controls the Issuer, (ii) the Issuer has no independent operations, and (iii)
the Guarantor has fully and unconditionally guaranteed the Issuer's obligations under the Notes and the
Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guarantor's obligations
under the Guaranties and the Subsidiary Guaranties (as defined below).
The audited consolidated financial statements of PEMEX as of December 31, 2006 and 2007 and for
each of the three years in the period ended December 31, 2007 (the "Financial Statements") are included
in Item 18 of the Form 20-F. These consolidated financial statements were prepared in accordance with
Normas de Información Financiera Mexicanas (Mexican Financial Reporting Standards or "Mexican FRS"
or "NIFs"). Condensed consolidated interim financial information of PEMEX as of and for the three
months ended March 31, 2007 and 2008, which are not audited and were prepared in accordance with
Mexican FRS, are also included in Annex A to this Offering Circular.
For periods ending prior to January 1, 2008, Mexican FRS requires re-expression of all financial
statements in constant Mexican pesos as of the date of the most recent balance sheet presented.
Accordingly, other than the condensed consolidated interim financial information of PEMEX as of and for
the three months ended March 31, 2007 and 2008, the Financial Statements and other financial
information contained in this Offering Circular are presented in constant pesos with purchasing power as
of December 31, 2007.
The Financial Statements were reconciled to United States generally accepted accounting principles
("U.S. GAAP"). Mexican FRS differs in certain significant respects from U.S. GAAP; the differences that
are material to the Financial Statements are described in Note 21 to the Financial Statements. In
addition, no reconciliation of the condensed consolidated interim financial information to U.S. GAAP has
been prepared.
8

FORWARD-LOOKING STATEMENTS
This Offering Circular contains words, such as "believe," "expect," "anticipate" and similar expressions
that identify forward-looking statements, which reflect PEMEX's views about future events and financial
performance. PEMEX has made forward-looking statements that address, among other things, its:
· drilling and other exploration activities;
· import and export activities;
· projected and targeted capital expenditures and other costs, commitments and revenues; and
· liquidity.
Actual results could differ materially from those projected in such forward-looking statements as a
result of various factors that may be beyond PEMEX's control. These factors include, but are not limited
to:
· changes in international crude oil and natural gas prices;
· effects on PEMEX from competition;
· limitations on PEMEX's access to sources of financing on competitive terms;
· significant economic or political developments in Mexico;
· developments affecting the energy sector; and
· changes in PEMEX's regulatory environment.
Accordingly, you should not place undue reliance on these forward-looking statements. In any event,
these statements speak only as of their dates, and PEMEX undertakes no obligation to update or revise
any of them, whether as a result of new information, future events or otherwise.
For a discussion of important factors that could cause actual results to differ materially from those
contained in any forward-looking statement, see "Item 3--Key Information--Risk Factors" in the Form 20-
F and "Risk Factors" on page 13.
9

SUMMARY OF THE OFFERING
Issuer:
Pemex Project Funding Master Trust (the "Issuer"), a statutory
trust organized under the laws of Delaware.
Guarantor:
Petróleos Mexicanos (the "Guarantor"), a decentralized public
entity of the Mexican Government.
Subsidiary Guarantors:
Pemex-Exploración y Producción (Pemex-Exploration and
Production), Pemex-Refinación (Pemex-Refining), and Pemex-
Gas y Petroquímica Básica (Pemex-Gas and Basic
Petrochemicals), each a decentralized public entity of the
Mexican Government (collectively, the "Subsidiary Guarantors"
and each, a "Subsidiary Guarantor").
Security:
Medium-Term Notes, Series A, Due 1 Year or More from Date of
Issue (the "Notes").
Guaranties:
The unconditional guarantee by the Guarantor of the Issuer's
obligation to pay principal of and premium (if any) and interest on
the Notes (the "Guaranties").
Subsidiary Guaranties:
The unconditional obligations of the Subsidiary Guarantors to be
jointly and severally liable for the Guarantor's obligations with
respect to payment of principal of and premium (if any) and
interest on the Notes (the "Subsidiary Guaranties").
Form of Notes; Denominations:
Notes may be issued in registered form without interest coupons
("Registered Notes") or in bearer form with or without interest
coupons ("Bearer Notes"). Unless otherwise specified in the
applicable Final Terms, Registered Notes of the same tranche
and of like tenor sold in offshore transactions in reliance on
Regulation S will be represented by one or more Registered
Notes in global form (each, a "Regulation S Global Note") which
will be deposited with, or on behalf of, The Depository Trust
Company ("DTC") or with a common depositary, in each case for
the account of Euroclear Bank S.A./N.V., as operator of the
Euroclear Clearance System plc ("Euroclear") and Clearstream
Banking, société anonyme ("Clearstream, Luxembourg"). Unless
otherwise specified in the applicable Final Terms, Registered
Notes initially sold within the United States and eligible for resale
in reliance on Rule 144A will be represented by one or more
Registered Notes in global form (each, a "Restricted Global Note"
and, together with any Regulation S Global Notes, the "Global
Notes"), which will be deposited with, or on behalf of, DTC.
Bearer Notes may only be sold in offshore transactions in
reliance on Regulation S. Unless otherwise specified in the
applicable Final Terms, Bearer Notes will initially be represented
by a temporary Bearer Note in global form, without interest
coupons, which will be deposited with a common depositary for
Euroclear and Clearstream, Luxembourg. Such temporary
Bearer Note in global form will be exchangeable for a permanent
Bearer Note in global form or definitive Bearer Notes, as specified
in the applicable Final Terms, on or after the 40th day after the
completion of the distribution of Notes constituting an identifiable
tranche (the "Exchange Date") and after the requisite
certifications as to non-U.S. beneficial ownership have been
provided as described herein. See "Description of Notes--Form
and Denomination." Except as described herein or as specified
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