Obligation Petromex 6.625% ( US70645KBM09 ) en USD

Petromex

60 % ⇌

Mexique

US70645KBM09 ( en USD )

6.625% par an ( paiement semestriel )

15/06/2038

Prospectus brochure de l'obligation Pemex US70645KBM09 en USD 6.625%, échéance 15/06/2038

10 000 USD

500 000 000 USD

70645KBM0

BBB ( Qualité moyenne inférieure )

B1 ( Très spéculatif )

15/12/2025 ( Dans 34 jours )

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 Pemex (ISIN : US70645KBM09, CUSIP : 70645KBM0) d'une valeur nominale de 500 000 000 USD, échéant le 15 juin 2038, avec un coupon de 6,625 % payable semestriellement, négociée actuellement à 60 % de sa valeur nominale en USD, a été émise au Mexique par Pemex et nécessite un investissement minimum de 10 000 USD ; elle est notée BBB par Standard & Poor's et B3 par Moody's.

FINAL TERMS NO. 8
(To Offering Circular dated October 11, 2007)
Pemex Project Funding Master Trust
Unconditionally Guaranteed by
Petróleos Mexicanos

U.S. $1,000,000,000 5.75% Notes due 2018
U.S. $500,000,000 6.625% Bonds due 2038
Issued Under U.S. $40,000,000,000 Medium-Term Notes Program, Series A
The payment of principal of and interest on the 5.75% Notes due 2018 (the "2018 Notes") and the 6.625% Bonds due 2038 (the "2038
Bonds," and, together with the 2018 Notes, the "Securities") 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 will be unconditionally and irrevocably guaranteed jointly and severally by
Pemex-Exploración y Producción, Pemex-Refinación and Pemex-Gas y Petroquímica Básica (together, the "Subsidiary Guarantors"), each of
which is a decentralized public entity of the Mexican Government. Neither the Securities nor the obligations of the Guarantor or Subsidiary
Guarantors constitute obligations of, or are guaranteed by, Mexico.
Pemex Project Funding Master Trust (the "Issuer" or the "Master Trust") will pay interest on the 2018 Notes on March 1 and September
1 of each year, commencing on September 1, 2008, and will pay interest on the 2038 Bonds on June 15 and December 15 of each year,
commencing on December 15, 2008. Unless previously redeemed or purchased and cancelled, the 2018 Notes will mature at their principal
amount on March 1, 2018 and the 2038 Bonds will mature at their principal amount on June 15, 2038. The Securities are subject to
redemption in whole, at par, at the option of the Issuer, at any time, in the event of certain changes affecting Mexican taxes as described under
"Description of the Notes--Redemption--Tax Redemption" in the Offering Circular. In addition, the Issuer may redeem any of the Securities
in whole or in part, at any time, by paying the principal amount of the applicable Securities plus a "make-whole" amount plus, in each case,
accrued interest. See "Description of Securities--Redemption at the option of the Issuer (other than tax redemption)" in this Final Terms.
The Issuer will apply to list the Securities on the Luxembourg Stock Exchange and to have the Securities trade on the Euro MTF, the
alternative market of the Luxembourg Stock Exchange.
The Securities 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 the Offering Circular, in certain circumstances, the Issuer and the Guarantor may amend the payment and certain other provisions
of the Securities with the consent of the holders of 75% of the aggregate principal amount of the Securities.
The portion of the 2018 Notes that is offered and sold in compliance with Rule 144A will be consolidated to form a single series with,
and be fully fungible with, the Issuer's outstanding 5.75% Notes due 2018 originally issued on October 22, 2007 as of the Issue Date and the
portion of the 2018 Notes that is offered and sold outside the United States in accordance with Regulation S under the Securities Act will be
consolidated to form a single series with, and be fully fungible with, the Issuer's outstanding 5.75% Notes due 2018 originally issued on
October 22, 2007 as of the Consolidation Date.
The Issuer and the Guarantor have agreed to file an exchange offer registration statement or, under specified circumstances, a shelf
registration statement, pursuant to an exchange and registration rights agreement. If the Issuer and the Guarantor fail to comply with specified
obligations under the exchange and registration rights agreement, the Issuer will pay additional interest to the holders of the Securities.
Investing in the Securities involves risks. See "Risk Factors" beginning on page 13 of the Offering Circular.
______________
The Securities have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state
securities laws and are being offered and sold only (a) to "Qualified Institutional Buyers" (as defined in Rule 144A under the
Securities Act) in compliance with Rule 144A and (b) outside the United States in accordance with Regulation S ("Regulation S")
under the Securities Act. For a description of certain restrictions on resale and transfer of the Securities, see "Plan of Distribution"
in this Final Terms and "Notice to Investors" and "Offering and Sale" in the Offering Circular.
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 of the Issuer) and has not been reviewed or authorized by the Comisión
Nacional Bancaria y de Valores (the National Banking and Securities Commission or "CNBV") of Mexico. The characteristics of the
offering will be notified to the CNBV solely for informative purposes and do not imply any certification as to the investment quality of
the Securities, or the solvency of the Issuer, the Guarantor or the Subsidiary Guarantors. The Securities may not be offered or sold
in Mexico except through a private offering in accordance with article 8 (or any successor provision) of the Mexican Securities
Market Law.
______________
Issue Price of the 2018 Notes: 99.835% (1).
Issue Price of the 2038 Bonds: 99.699% plus any accrued interest from and including June 4, 2008, the expected delivery date.

(1) Plus accrued interest totaling US$14,854,166.67 or US$14.85 per $1,000 principal amount of 2018 Notes for the period from and including March 1, 2008
to, but excluding, June 4, 2008, plus any additional accrued interest from and including June 4, 2008, the expected delivery date.

______________

The Managers expect to deliver the Securities on or about June 4, 2008.

Joint Lead Managers and Joint Bookrunners
HSBC
JP Morgan
Lehman Brothers
May 28, 2008

You should rely only on the information contained in this Final Terms and the Offering Circular.
None of the Issuer, the Guarantor or the Subsidiary Guarantors have authorized anyone to provide you with
different information. None of the Issuer, the Guarantor, the Subsidiary Guarantors or the Managers (as
defined below) are making an offer of these Securities in any state where the offer is not permitted. You
should not assume that the information contained in this Final Terms and the Offering Circular is accurate
as of any date other than the date on the front of this Final Terms and the Offering Circular.
_______________________
TABLE OF CONTENTS

Final Terms No. 8
Page
Description of Securities ............................................................................................................................................. S-3
Exchange Offers; Registration Rights ......................................................................................................................... S-9
Recent Developments ................................................................................................................................................ S-11
Plan of Distribution ................................................................................................................................................... S-45
Notice to Canadian Residents.................................................................................................................................... S-49
General Information .................................................................................................................................................. S-50
PEMEX Consolidated Financial Statements as of December 31, 2007 and December 31, 2006 and for the three years
ended December 31, 2007 .......................................................................................................................................... F-1
PEMEX Unaudited Condensed Consolidated Financial Statements as of March 31, 2008 and December 31, 2007 and
for the three-month periods ended March 31, 2008 and March 31, 2007.................................................................. F-55

Offering Circular
Available Information......................................................................................................................................................5
Documents Incorporated by Reference............................................................................................................................5
Notice to Investors ..........................................................................................................................................................6
Currency of Presentation .................................................................................................................................................7
Presentation of Financial Information .............................................................................................................................7
Forward-Looking Statements .........................................................................................................................................8
Summary of the Offering.................................................................................................................................................9
Risk Factors ...................................................................................................................................................................13
Use of Proceeds .............................................................................................................................................................20
Selected Financial Data ................................................................................................................................................21
Pemex Project Funding Master Trust ............................................................................................................................24
Subsidiary Guarantors ..................................................................................................................................................26
Description of Notes......................................................................................................................................................28
Limitations on Issuance of Bearer Notes .......................................................................................................................54
Important Currency Information....................................................................................................................................54
Currency Risks and Risks Associated with Indexed Notes ...........................................................................................55
Clearing and Settlement.................................................................................................................................................58
Taxation.........................................................................................................................................................................63
Offering and Sale...........................................................................................................................................................71
Validity of the Notes......................................................................................................................................................76
Public Official Documents and Statements ...................................................................................................................76
Annex A Recent Developments .............................................................................................................................. A-1
Annex B General Information .................................................................................................................................B-1
Annex C Form of Final Terms..................................................................................................................................C-1

This Final Terms and the Offering Circular have been prepared by the Issuer and the Guarantor
solely for use in connection with the proposed offering of the Securities. This Final Terms and the Offering
Circular are personal to each offeree and do not constitute an offer to any other person or to the public
generally to subscribe for or otherwise acquire the Securities. Distribution of this Final Terms and the
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 Final Terms and the Offering Circular, agrees to the foregoing and to make no photocopies of
this Final Terms and the Offering Circular or any documents referred to herein.

The Managers make no representation or warranty, express or implied, as to the accuracy or the
completeness of the information contained in this Final Terms and the Offering Circular. Nothing in this
Final Terms or the Offering Circular is, or shall be relied upon as, a promise or representation by the
Managers as to the past or future. The Issuer and the Guarantor have furnished the information contained
in this Final Terms and in the Offering Circular.
Neither the Securities and Exchange Commission (the "Commission"), any state securities
commission, nor any other U.S. regulatory authority, has approved or disapproved the Securities nor have
any of the foregoing authorities passed upon or endorsed the merits of this Final Terms or the Offering
Circular. Any representation to the contrary is a criminal offense.
In making an investment decision, prospective investors must rely on their own examination of the
Issuer, the Guarantor, the Subsidiary Guarantors and the terms of the offering, including the merits and
risks involved. Prospective investors should not construe anything in this Final Terms or the Offering
Circular as legal, business or tax advice. Each prospective investor should consult its own advisors as needed
to make its investment decision and to determine whether it is legally permitted to purchase the Securities
under applicable legal investment or similar laws or regulations. Investors should be aware that they may be
required to bear the financial risks of this investment for an indefinite period of time.
This Final Terms and the Offering Circular contain summaries believed to be accurate with respect
to certain documents, but reference is made to the actual documents for complete information. All such
summaries are qualified in their entirety by such references. Copies of documents referred to herein will be
made available to prospective investors upon request to the Issuer or the Managers.

_______________
NOTICE TO 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 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.
S-2

DESCRIPTION OF SECURITIES
The following items under this heading "Description of Securities" are the particular terms which relate to
the tranches of the Securities that are the subject of this Final Terms.
1.
Series No.:
For the 2018 Notes: 23A.
For the 2038 Bonds: 30.

2.
Principal Amount:
For the 2018 Notes: U.S. $1,000,000,000
For the 2038 Bonds: U.S. $500,000,000

3.
Fungibility with other Notes:
The portion of the 2018 Notes that is offered and sold in
compliance with Rule 144A will be consolidated to form a single
series with, and be fully fungible with, the Issuer's outstanding
5.75% Notes due 2018 originally issued on October 22, 2007 and
represented by a Restricted Global Note (CUSIP No. 70645JBD3
and ISIN No. US70645JBD37). On or after the 40th day after the
later of the commencement of this offering and the issue date (the
"Regulation S Consolidation Date"), the portion of the 2018
Notes that is offered and sold outside the United States in
accordance with Regulation S under the Securities Act will be
consolidated to form a single series with, and be fully fungible
with, the Issuer's outstanding 5.75% Notes due 2018 originally
issued on October 22, 2007 and originally represented by a
Regulation S Global Note (CUSIP No. 70645KBD0 and ISIN
No. US70645KBD00). After the consolidation, a total principal
amount of U.S. $2,500,000,000 of 5.75% Notes due 2018 will be
outstanding.

In addition, the Exchange Notes (as defined below) issued
pursuant to the Exchange Offer (or a shelf registration statement
in lieu thereof) will be consolidated to form a single series with,
and be fully fungible with, any new notes registered with the U.S.
Securities and Exchange Commission (the "Commission") issued
in exchange for the original 5.75% Notes due 2018 (previously
sold on October 22, 2007) pursuant to the registration rights
agreement entered into by the Issuer on October 22, 2007 (such
new notes, the "Original Exchange Notes").

4.
Issue Price:
For the 2018 Notes: 99.835% plus accrued interest from March 1,
2008, plus any additional accrued interest from, and including,
June 4, 2008, the expected delivery date.
For the 2038 Bonds: 99.699%, plus any accrued interest from,
and including, June 4, 2008, the expected delivery date.

5.
Issue Date:
June 4, 2008.
6.
Form of Securities:
Registered Securities.
7.
Authorized Denomination(s):
U.S. $10,000 and integral multiples of U.S. $1,000 in excess
thereof.
8.
Specified Currency:
U.S. dollars ("U.S. $" or "$").
9.
Stated Maturity Date:
For the 2018 Notes: March 1, 2018.
For the 2038 Bonds: June 15, 2038.

S-3

10.
Interest Basis:
Fixed Rate Securities.
11.
Interest Commencement Date (if
For the 2018 Notes: March 1, 2008.
different from the Issue Date):
For the 2038 Bonds: N/A.
12.
Fixed Rate Securities:

(a)
Interest Rate:
For the 2018 Notes: 5.75% per annum, payable semi-annually in
arrears.
For the 2038 Bonds: 6.625% per annum, payable semi-annually
in arrears.

(b)
Interest Payment Date(s):
For the 2018 Notes: March 1 and September 1 of each year,
commencing on September 1, 2008.
For the 2038 Bonds: June 15 and December 15 of each year,
commencing on December 15, 2008.

(c)
Fixed Rate Day Count
30/360.
Fraction:
13.
Discount Securities:
No.
14.
Redemption at the option of the Issuer
The Issuer will have the right at its option to redeem any of the
(other than tax redemption):
Securities, in whole or in part, at any time or from time to time
prior to their maturity, at a redemption price equal to the principal
amount thereof, plus the Make-Whole Amount (as defined
below), plus accrued interest on the principal amount of the
Securities to the date of redemption. "Make-Whole Amount"
means the excess of (i) the sum of the present values of each
remaining scheduled payment of principal and interest on the
applicable Securities (exclusive of interest accrued to the date of
redemption), discounted to the redemption date on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus 37.5 basis points (in the case of
the 2018 Notes) or 30 basis points (in the case of the 2038 Bonds)
over (ii) the principal amount of such Securities.

"Treasury Rate" means, with respect to any redemption date, the
rate per annum equal to the semi-annual equivalent yield to
maturity or interpolated maturity of the Comparable Treasury
Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.

"Comparable Treasury Issue" means the United States Treasury
security or securities selected by an Independent Investment
Banker (as defined below) as having an actual or interpolated
maturity comparable to the remaining term of the Securities to be
redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new
issues of corporate debt securities of a comparable maturity to the
remaining term of such Securities.

"Independent Investment Banker" means one of the Reference
Treasury Dealers (as defined below) appointed by either the
Issuer or the Guarantor.

S-4

"Comparable
Treasury
Price"
means, with respect to any
redemption date (i) the average of the Reference Treasury Dealer
Quotations for such redemption date, after excluding the highest
and lowest such Reference Treasury Dealer Quotation or (ii) if
the Trustee obtains fewer than four such Reference Treasury
Dealer Quotations, the average of all such quotations.

"Reference
Treasury
Dealer"
means any of Credit Suisse
Securities (USA) LLC, Lehman Brothers Inc., UBS Securities
LLC, Barclays Capital Inc., Deutsche Bank Securities Inc. and
J.P. Morgan Securities Inc. or their affiliates which are primary
United States government securities dealers, and their respective
successors; provided that if any of the foregoing shall cease to be
a primary United States government securities dealer in the City
of New York (a "Primary Treasury Dealer"), the Issuer or the
Guarantor will substitute therefor another Primary Treasury
Dealer.

"Reference Treasury Dealer Quotation" means, with respect to
each Reference Treasury Dealer and any redemption date, the
average, as determined by the Trustee, of the bid and asked prices
for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the
Trustee by such Reference Treasury Dealer at 3:30 pm New York
time on the third business day preceding such redemption date.
15.
Repayment at the option of the

holders:
No.
16.
Indexed Securities:
No.
17.
Registration Rights; Exchange Offers:
Pursuant to an exchange and registration rights agreement to be
entered into among the Issuer, the Guarantor and the Managers
(the "Registration Rights Agreement"), the Issuer will agree to
use its best efforts to (a) file with the Commission a registration
statement (an "Exchange Offer Registration Statement") on an
appropriate form under the Securities Act, with respect to offers
to exchange ("Exchange Offers") the 2018 Notes and the 2038
Bonds, for new notes or bonds of the Issuer, as the case may be
(the "Exchange Notes" and the "Exchange Bonds," respectively,
and, together, the "Exchange Securities") with terms substantially
identical to the 2018 Notes or the 2038 Bonds, as the case may be
(subject to certain exceptions), on or before August 31, 2008, (b)
have such registration statement declared effective under the
Securities Act on or before March 1, 2009 and (c) consummate
the Exchange Offers on or before April 5, 2009. The Exchange
Offers for the 2018 Notes and the 2038 Bonds will be conducted
simultaneously with the Issuer's exchange offer for its
outstanding 5.75% Notes due 2018 originally issued on October
22, 2007. In the event that applicable law, regulation or policy of
the Commission does not allow the consummation of the
Exchange Offers, or upon the occurrence of certain other
conditions, the Issuer will use its best efforts to file a "shelf"
registration statement covering resales of the 2018 Notes and the
2038 Bonds by the holders thereof; provided that the Issuer shall
not be required to file a "shelf" registration statement during any
period prior to August 1 or after September 30 of any calendar
year. With respect to any 2018 Notes or 2038 Bonds, if a
Registration Default (as defined herein) relating to the filing or
S-5

declaration of effectiveness of a registration statement or the
related Exchange Offer occurs, the per annum interest rate on all
outstanding 2018 Notes or 2038 Bonds (as the case may be) or, in
the case of all other Registration Defaults, the per annum interest
rate on the 2018 Notes or 2038 Bonds to which such Registration
Default relates, will increase by 0.25% per annum with respect to
each 90-day period during the existence of such failure, until all
Registration Defaults are cured, up to an aggregate maximum of
1.00% per annum over the relevant rate shown on the cover page
of this Final Terms; provided that any such additional interest on
the 2038 Bonds will cease to accrue at the later of (i) the date on
which the 2038 Bonds become freely transferable pursuant to
Rule 144 under the Securities Act and (ii) the date on which the
Lehman Brothers U.S. Aggregate Bond Index is modified to
permit the inclusion of freely transferable securities that have not
been registered with the Commission. See "Exchange Offers;
Registration Rights" below.
The Exchange Notes will be consolidated to form a single series
with, and be fully fungible with, the Original Exchange Notes.
18.
Additional provisions relating to the
The Issuer reserves the right to increase the size of the issue of
Securities:
either the 2018 Notes or the 2038 Bonds, or from time to time,
without the consent of the holders of either the 2018 Notes or the
2038 Bonds, create and issue further securities having
substantially the same terms and conditions thereof, except for
the Issue Price, Issue Date and amount of the first payment of
interest, which additional securities may be consolidated and
form a single series with the 2018 Notes or the 2038 Bonds, as
the case may be; provided that such additional securities do not
have, for purposes of U.S. federal income taxation, a greater
amount of original issue discount than the 2018 Notes or the 2038
Bonds, as the case may be, have on the date of issue of such
additional securities.

Other Relevant Terms

19.
Listing/Trading:
Listing: Luxembourg Stock Exchange.
Trading: Euro MTF, the alternative market of the Luxembourg
Stock Exchange.
20.
Syndicated: Yes.
21.
If Syndicated:

(a) Lead Managers:
HSBC Securities (USA) Inc.
J.P. Morgan Securities Inc.
Lehman Brothers Inc.

(b) Stabilizing Manager:
For the 2018 Notes: HSBC Securities (USA) Inc.
For the 2038 Bonds: Lehman Brothers Inc.

22.
Identity of Managers:
See "Plan of Distribution" below.

23.
Listing Agent:
KBL European Private Bankers S.A.
S-6

24.
Provisions for Securities:

(a)
Rule 144A eligible:
Yes.

(b)
Regulation S Global Note and
Regulation S Global Bond

deposited with or on behalf of
DTC:
Yes.

(c)
Restricted Global Note and

Restricted Global Bond

deposited with or on behalf of
DTC:
Yes.

(d)
Regulation S Global Note and
Regulation S Global Bond

deposited with Common

Depositary:
No.
25.
Codes:

(a)
Common Code:
For the 2018 Notes:

032736882 (Restricted Global Note)

036811200 (Regulation S Global Note--Before the
Consolidation Date)

032736912 (Regulation S Global Note After the Consolidation
Date)

For the 2038 Bonds:

36835869 (Restricted Global Bond)

36835877 (Regulation S Global Bond)

(b)
ISIN:
For the 2018 Notes:

US70645JBD37 (Restricted Global Note)

US70645KBN81 (Regulation S Global Note--Before the
Consolidation Date)

US70645KBD00 (Regulation S Global Note--After the
Consolidation Date)

For the 2038 Bonds:

US70645JBM36 (Restricted Global Bond)

US70645KBM09 (Regulation S Global Bond)

(c) CUSIP:
For the 2018 Notes:

70645JBD3 (Restricted Global Note)

70645KBN8 (Regulation S Global Note--Before the
Consolidation Date)

S-7

70645KBD0 (Regulation S Global Note--After the
Consolidation Date)

For the 2038 Bonds:

70645JBM3 (Restricted Global Bond)

70645KBM0 (Regulation S Global Bond)
26.
Use of Proceeds (if different from
N/A.
Offering Circular):
27.
Further Information:
For purposes of this Final Terms, all references in the Offering
Circular to "Notes" shall be deemed to include, where applicable,
the 2018 Notes and the 2038 Bonds described herein, and the
terms "Fixed Rate Security," "Discount Securities," "Indexed
Securities," "Registered Securities," "Restricted Global Bond"
and "Regulation S Global Bond" shall have the respective
meanings assigned to the terms "Fixed Rate Note," "Discount
Notes," "Indexed Notes," "Registered Notes," "Restricted Global
Note" and "Regulation S Global Note," respectively, in the
Offering Circular.
S-8

EXCHANGE OFFERS; REGISTRATION RIGHTS
Pursuant to the Registration Rights Agreement, the Issuer will agree to use its best efforts to file with the
Commission the Exchange Offer Registration Statement on an appropriate form under the Securities Act with
respect to its offers to exchange any of the 2018 Notes and the 2038 Bonds, for Exchange Notes and Exchange
Bonds. The Exchange Offers for the 2018 Notes and the 2038 Bonds will be conducted simultaneously with the
Issuer's exchange offers for its outstanding 5.75% Notes due 2018 originally issued on October 22, 2007. Upon the
effectiveness of the Exchange Offer Registration Statement, the Issuer will offer to the holders of such 2018 Notes
and 2038 Bonds who are able to make certain representations the opportunity to exchange their Securities for
Exchange Securities. The Exchange Securities will have terms identical to the applicable Securities, except that the
Exchange Securities (1) will not contain the restrictions on transfer that are applicable to the Securities and (2) will
not contain any provisions for additional interest.
The Exchange Notes will be consolidated to form a single series with, and be fully fungible with, the Original
Exchange Notes.
The Registration Rights Agreement will provide that: (i) unless the related Exchange Offer would not be
permitted by applicable law or Commission policy, the Issuer will use its best efforts (a) to file an Exchange Offer
Registration Statement with the Commission on or before August 31, 2008, (b) to have the Exchange Offer
Registration Statement declared effective by the Commission on or before March 1, 2009, and (c) to commence
promptly such Exchange Offer after such declaration of effectiveness and to issue, on or before April 5, 2009,
Exchange Securities in exchange for all Securities tendered prior to the expiration of such Exchange Offer, and (ii) if
obligated to file the Shelf Registration Statement (as defined below), the Issuer will use its best efforts to file the
Shelf Registration Statement prior to the later of March 1, 2009 or 30 days after such filing obligation arises (but in
no event prior to August 1 or after September 30 of any calendar year) and the Issuer will use its best efforts to have
such Shelf Registration Statement declared effective by the Commission on or prior to the 60th day after such filing
was required to be made (but in no event prior to August 1 or after September 30 of any calendar year), provided
that if the Issuer has not consummated such Exchange Offer on or before April 5, 2009, then the Issuer will file the
Shelf Registration Statement with the Commission on or before April 5, 2009 (but in no event prior to August 1 or
after September 30 of any calendar year). The Issuer will use its best efforts to keep such Shelf Registration
Statement continuously effective, supplemented and amended until the first anniversary of the effective date of the
Shelf Registration Statement or such shorter period that will terminate when all the Registrable Securities (as
defined below) covered by the Shelf Registration Statement have been sold pursuant thereto or may be sold pursuant
to Rule 144(d) under the Securities Act if held by a non-affiliate of the Issuer; provided that the Issuer shall not be
obligated to keep the Shelf Registration Statement effective, supplemented or amended during any period prior to
August 1 or after September 30 of any calendar year.
If (i) the Issuer is not permitted to file the Exchange Offer Registration Statement or to consummate such
Exchange Offer because such Exchange Offer is not permitted by applicable law or Commission policy, (ii) such
Exchange Offer is not consummated by April 5, 2009, or (iii) any holder of Securities notifies the Issuer within a
specified time period that (a) due to a change in law or Commission policy it may not resell the Exchange Securities
acquired by it in such Exchange Offer to the public without delivering a prospectus and the prospectus contained in
the Exchange Offer Registration Statement is not appropriate or available for such resales by such holder, (b) it is a
Manager and owns Securities acquired directly from the Issuer or an affiliate of the Issuer or (c) the holders of a
majority in aggregate principal amount of the Securities may not resell the Exchange Securities acquired by them in
such Exchange Offer to the public without restriction under applicable blue sky or state securities laws, then the
Issuer will use its best efforts (1) to file with the Commission a shelf registration statement (the "Shelf Registration
Statement") to cover resales of all Registrable Securities (as defined below) by the holders thereof and (2) to have
the applicable registration statement declared effective by the Commission on or prior to 60 days after such filing
was required to be made; provided that the Issuer shall not be obligated to file a Shelf Registration Statement, or to
cause a Shelf Registration Statement to remain effective, during any period prior to August 1 or after September 30
of any calendar year. For purposes of the foregoing, "Registrable Securities" means each Security until (i) the date
on which such Security is exchanged by a person other than a broker-dealer for an Exchange Security in an
Exchange Offer, (ii) following the exchange by a broker-dealer in an Exchange Offer of a Security for an Exchange
Security, the date on which such Exchange Security is sold to a purchaser who receives from such broker-dealer on
or prior to the date of such sale a copy of a prospectus, (iii) the date on which such Security is effectively registered
under the Securities Act and disposed of in accordance with a Shelf Registration Statement, (iv) the date on which
such Security is freely transferable pursuant to Rule 144 under the Securities Act (or any similar provision then in
S-9

Document Outline

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