Obligation Petromex 4.25% ( US71654QBV32 ) en USD

Petromex

99.971 % ▲

Mexique

US71654QBV32 ( en USD )

4.25% par an ( paiement semestriel )

14/01/2025 - Obligation échue

Prospectus brochure de l'obligation Pemex US71654QBV32 en USD 4.25%, échue

71654QBV3

BBB ( Qualité moyenne inférieure )

B3 ( Très spéculatif )

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 USD, avec le code ISIN US71654QBV32, paye un coupon de 4.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/01/2025

L'Obligation émise par Petromex ( Mexique ) , en USD, avec le code ISIN US71654QBV32, a été notée B3 ( Très spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Petromex ( Mexique ) , en USD, avec le code ISIN US71654QBV32, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Luxembourg Listing Memorandum
Petróleos Mexicanos
U.S. $1,454,967,000 3.500% Notes due 2020 (ISIN No. US71654QBU58)
U.S. $997,333,000 4.250% Notes due 2025 (ISIN No. US71654QBV32)
U.S. $1,486,725,000 4.500% Notes due 2026 (ISIN No. US71654QBW15)
U.S. $1,504,855,000 5.50% Bonds due 2044 (ISIN No. US71654QBE17)
U.S. $2,992,861,000 5.625% Bonds due 2046 (ISIN No. US71654QBX97)
unconditionally guaranteed by
Pemex Exploration and Production
Pemex Industrial Transformation
Pemex Drilling and Services
Pemex Logistics
Pemex Cogeneration and Services
The payment of principal of and interest on the U.S. $1,454,967,000 3.500% Notes due 2020 (the "2020
new securities"), U.S. $997,333,000 4.250% Notes due 2025 (the "2025 new securities"), U.S. $1,486,725,000
4.500% Notes due 2026 (the "2026 new securities"), U.S. $1,499,855,000 5.50% Bonds due 2044 (the "2044
exchange offer securities"), which are fully fungible with (i) the U.S. $5,000,000 principal amount of the 5.50%
Bonds due 2044 that we issued pursuant to our 3(a)(9) Exchange Offer (the "2044 3(a)(9) securities" and, together
with the 2044 exchange offer securities, the "2044 new securities") and (ii) the U.S. $2,745,000,000 principal
amount of our outstanding 5.50% Bonds due 2044 that we issued pursuant to the exchange offers that we completed
in July 2012, July 2013 and February 2014, and the U.S. $2,992,861,000 5.625% Bonds due 2046 (the "2046 new
securities," and, together with the 2020 new securities, the 2025 new securities, the 2026 new securities and the
2044 new securities, the "new securities") will be unconditionally and irrevocably guaranteed jointly and severally
by Pemex Exploración y Producción, Pemex Transformación Industrial, Pemex Perforación y Servicios, Pemex
Logística and Pemex Cogeneración y Servicios (each a "guarantor" and, collectively, the "guarantors"), each of
which is a productive state-owned entity of the Federal Government (the "Mexican Government") of the United
Mexican States ("Mexico"). The new securities are not obligations of, or guaranteed by, the Mexican Government.
The new securities are subject to redemption prior to maturity, as described under "Description of the Securities--
Tax Redemption" and "--Redemption of the Securities at the Option of the Issuer."
U.S. $1,454,967,000 principal amount of the 2020 new securities, U.S. $997,333,000 principal amount of
the 2025 new securities, U.S. $1,486,725,000 principal amount of the 2026 new securities, U.S. $1,504,855,000
principal amount of the 2044 new securities and U.S. $2,992,861,000 principal amount of the 2046 new securities
were issued by Petróleos Mexicanos (the "issuer" and, together with the guarantors and their consolidated
subsidiaries, "PEMEX"), a productive state-owned company of the Mexican Government, on March 28, 2016
pursuant to exchange offers (the "Exchange Offers") commenced by the issuer on February 22, 2016 that expired on
March 22, 2016.
The issuer will pay interest on the 2020 new securities on January 23 and July 23 of each year. The first
interest payment on the 2020 new securities on July 23, 2016 included interest accrued from January 23, 2016. The
2020 new securities will mature on July 23, 2020.
The issuer will pay interest on the 2025 new securities on January 15 and July 15 of each year. The first
interest payment on the 2025 new securities on July 15, 2016 included interest accrued from January 15, 2016. The
2025 new securities will mature on January 15, 2025.
The issuer will pay interest on the 2026 new securities on January 23 and July 23 of each year. The first
interest payment on the 2026 new securities on July 23, 2016 included interest accrued from January 23, 2016. The
2026 new securities will mature on January 23, 2026.
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The issuer will pay interest on the 2044 new securities on June 27 and December 27 of each year. The first
interest payment on the 2044 new securities on June 27, 2016 included interest accrued from December 27, 2015.
The 2044 new securities will mature on June 27, 2044.
The issuer will pay interest on the 2046 new securities on January 23 and July 23 of each year. The first
interest payment on the 2046 new securities on July 23, 2016 included interest accrued from January 23, 2016. The
2045 new securities will mature on January 23, 2046.
The securities will contain provisions regarding acceleration and future modifications to their terms that
differ from those applicable to certain of the issuer and the guarantors' other outstanding public external
indebtedness issued prior to October 2004. Under these provisions, in certain circumstances, the issuer 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.
Investing in the new securities involves certain risks. See "Risk Factors" beginning on page 10.
Application has been made to list the new securities on the Luxembourg Stock Exchange and for admission
of the new securities for trading on the Euro MTF market. This Listing Memorandum constitutes a "prospectus" for
the purposes of Part IV of the Luxembourg Act dated 10 July 2005 on prospectuses for securities, as amended, and
may be used only for the purposes for which it has been published.
Neither the U.S. Securities and Exchange Commission (the SEC) nor any state securities commission
in the United States of America (the United States) has approved or disapproved the new securities to be
distributed in the Exchange Offers, nor have they determined that this prospectus is truthful and complete.
Any representation to the contrary is a criminal offense.
______________________________
October 24, 2016
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TABLE OF CONTENTS
Page
Available Information...................................................................................................................................1
Currency of Presentation...............................................................................................................................2
Presentation of Financial Information...........................................................................................................3
Summary.......................................................................................................................................................4
Selected Financial Data.................................................................................................................................9
Risk Factors ................................................................................................................................................10
Forward-Looking Statements......................................................................................................................20
Use of Proceeds...........................................................................................................................................21
Ratio of Earnings to Fixed Charges............................................................................................................22
Capitalization of PEMEX ...........................................................................................................................23
Guarantors...................................................................................................................................................24
Description of the New Securities ..............................................................................................................26
Book Entry; Delivery and Form .................................................................................................................47
Taxation ......................................................................................................................................................51
Plan of Distribution.....................................................................................................................................57
Public Official Documents and Statements ................................................................................................58
Responsible Persons....................................................................................................................................58
General Information....................................................................................................................................59
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Terms such as "we," "us" and "our" generally refer to Petróleos Mexicanos and its consolidated
subsidiaries, unless the context otherwise requires.
The information contained in this Listing Memorandum is the exclusive responsibility of the
issuer and the guarantors and has not been reviewed or authorized by the Comisión Nacional Bancaria y
de Valores (National Banking and Securities Commission of Mexico, or the "CNBV"). Petróleos
Mexicanos filed notices in respect of the offerings of the new securities with the CNBV at the time the
old securities (as defined in "Summary--Description of the New Securities--Securities listed" below) of
each series were issued. Such notices are a requirement under the Ley del Mercado de Valores (the
Securities Market Law) in connection with an offering of both the old securities and the new securities
outside of Mexico by a Mexican issuer. Such notice is solely for information purposes and does not
imply any certification as to the investment quality of the new securities, the solvency of the issuer or the
guarantors or the accuracy or completeness of the information contained in this Listing Memorandum.
The new securities have not been and will not be registered in the Registro Nacional de Valores (National
Securities Registry), maintained by the CNBV, and may not be offered or sold publicly in Mexico.
Furthermore, the new securities may not be offered or sold in Mexico, except through a private placement
made to institutional or qualified investors conducted in accordance with Article 8 of the Securities
Market Law.
This Listing Memorandum constitutes a "prospectus" for the purposes of Part IV of the
Luxembourg Act dated 10 July 2005 on prospectuses for securities, as amended, and may be used only
for the purposes for which it has been published.
You should rely only on the information provided in this Listing Memorandum. We have
authorized no one to provide you with different information. You should not assume that the information
in this Listing Memorandum is accurate as of any date other than the date on the front of the document.
AVAILABLE INFORMATION
We have filed a registration statement with the SEC on Form F-4 covering the new securities.
This Listing Memorandum does not contain all of the information included in the registration statement.
Any statement made in this Listing Memorandum concerning the contents of any contract, agreement or
other document is not necessarily complete. If we have filed any of those contracts, agreements or other
documents as an exhibit to the registration statement, you should read the exhibit for a more complete
understanding of the document or matter involved. Each statement regarding a contract, agreement or
other document is qualified in its entirety by reference to the actual document.
The SEC allows Petróleos Mexicanos to "incorporate by reference" information it files with the
SEC, which means that Petróleos Mexicanos can disclose important information to you by referring you
to those documents. The information incorporated by reference is considered to be part of this Listing
Memorandum, and later information filed with the SEC will update and supersede this information. The
following documents filed by the issuer with the SEC are incorporated by reference into this Listing
Memorandum and are available for viewing at the website of the Luxembourg Stock Exchange at
http://www.bourse.lu:
Petróleos Mexicanos' annual report on Form 20-F for the year ended December 31,
2015, filed with the SEC on Form 20-F on May 16, 2016 (the "Form 20-F");
Petróleos Mexicanos' report relating to certain recent developments and our
unaudited condensed consolidated results as of and for the three and six-month
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1

periods ended June 30, 2016, which was furnished to the SEC on Form 6-K on
September 13, 2016 (the "September 6-K");
an indenture, dated as of January 27, 2009, between Petróleos Mexicanos and
Deutsche Bank Trust Company Americas, as trustee (the "trustee"), as supplemented
by (i) the First Supplemental Indenture, dated as of June 2, 2009, among the issuer,
the trustee and Deutsche Bank AG, London Branch as International Paying Agent,
(ii) the Second Supplemental Indenture, dated as of October 13, 2009, among the
issuer, the trustee, Credit Suisse AG, as Principal Swiss Paying Agent and
Authenticating Agent, and BNP Paribas (Suisse) S.A., as Swiss Paying Agent,
(iii) the Third Supplemental Indenture, dated as of April 10, 2012, among the issuer,
the trustee and Credit Suisse AG, as Swiss Paying Agent and Authenticating Agent,
(iv) the Fourth Supplemental Indenture, dated as of June 24, 2014, between the issuer
and the trustee, (v) the Fifth Supplemental Indenture, dated as of October 15, 2014,
between the issuer and the trustee, (vi) the Sixth Supplemental Indenture dated as of
December 8, 2015, between the issuer and the trustee and (vii) the Seventh
Supplemental Indenture dated as of June 14, 2016, between the issuer and the trustee
(as supplemented, the "indenture");
the forms of the new securities of each series; and
all reports on Form 6-K that are designated in such reports as being incorporated into
this Listing Memorandum, filed with the SEC pursuant to Section 13(a), 13(c) or
15(d) of the U.S. Securities Exchange Act of 1934, as amended, and made available
for viewing at the website of the Luxembourg Stock Exchange at
http://www.bourse.lu after the date of this Listing Memorandum.
The information incorporated by reference is considered to be part of this Listing Memorandum.
You may read and copy the documents incorporated by reference at the SEC's public reference room in
Washington, D.C. You can request copies of these documents, upon payment of a duplicating fee, by
writing to the SEC's Public Reference Section at Judiciary Plaza, 100 F Street, N.E., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public
reference rooms. In addition, these documents are available to the public over the Internet at the SEC's
website at http://www.sec.gov under the name "Mexican Petroleum."
You may request a copy of any document that is incorporated by reference in this Listing
Memorandum, at no cost, by writing or telephoning Petróleos Mexicanos at: Gerencia Jurídica
Financiera, Avenida Marina Nacional No. 329, Colonia Verónica Anzures, 11300 Ciudad de México,
México, telephone (52-55) 5262-1527.
You may also obtain copies of these documents free of charge at the offices of the Luxembourg
listing agent, KBL European Private Bankers S.A. and at the office of Deutsche Bank Luxembourg S.A.
(in such capacity the "paying agent" and the "transfer agent") in Luxembourg.
CURRENCY OF PRESENTATION
References in this Listing Memorandum to "U.S. dollars," "U.S. $," "dollars" or "$" are to the
lawful currency of the United States. References in this Listing Memorandum to "pesos" or "Ps." are to
the lawful currency of Mexico. We use the term "billion" in this Listing Memorandum to mean one
thousand million.
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This Listing Memorandum contains translations of certain peso amounts into U.S. dollars at
specified rates solely for your convenience. You should not construe these translations as representations
that the peso amounts actually represent the actual U.S. dollar amounts or could be converted into U.S.
dollars at the rate indicated. Unless we indicate otherwise, the U.S. dollar amounts included herein have
been translated from pesos at an exchange rate of Ps. 18.9113 to U.S. $1.00, which is the exchange rate
that the Secretaría de Hacienda y Crédito Público (the Ministry of Finance and Public Credit, or the
SHCP) instructed us to use on June 30, 2016.
On [September 30], 2016, the noon buying rate for cable transfers in New York reported by the
Federal Reserve Bank was Ps. [19.3355] = U.S. $1.00.
PRESENTATION OF FINANCIAL INFORMATION
The audited consolidated financial statements of Petróleos Mexicanos, subsidiary entities and
subsidiary companies as of December 31, 2015, and 2014 and for the years ended December 31, 2015,
2014 and 2013 are included in Item 18 of the Form 20-F incorporated by reference in this Listing
Memorandum. We refer to these financial statements as the "2015 financial statements." These
consolidated financial statements were prepared in accordance with International Financial Reporting
Standards as issued by the International Accounting Standards Board (IASB). We refer in this document
to "International Financial Reporting Standards as issued by the IASB" as IFRS. These financial
statements were audited in accordance with the International Standards on Auditing, as required by the
CNBV, and in accordance with the standards of the Public Company Accounting Oversight Board
(PCAOB) (United States) for purposes of filing with the SEC.
We have incorporated by reference in this Listing Memorandum the condensed consolidated
interim financial statements of Petróleos Mexicanos, subsidiary entities and subsidiary companies as of
June 30, 2016 and for the three and sixmonth periods ended June 30, 2016 and 2015 (which we refer to
as the "June 2016 interim financial statements"), which were not audited and were prepared in accordance
with International Accounting Standard (IAS) 34 "Interim Financial Reporting" of IFRS.
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SUMMARY
The following summary highlights selected information from this Listing Memorandum and may
not contain all of the information that is important to you. We encourage you to read this Listing
Memorandum in its entirety.
The Issuer
New Securities Listed
Petróleos Mexicanos is a productive
U.S. $1,454,967,000 aggregate
state-owned company of the Mexican
principal amount of 3.500% Notes
Government. The Federal Congress of Mexico
due 2020.
(the "Mexican Congress") established Petróleos
Mexicanos by decree on July 20, 1938. Its
U.S. $997,333,000 aggregate
operations are carried out through seven
principal amount of 4.250% Notes
principal subsidiary entities, which are Pemex
due 2025.
Exploración y Producción (Pemex Exploration
and Production), Pemex Transformación
U.S. $1,486,725,000 aggregate
Industrial (Pemex Industrial Transformation),
principal amount of 4.500% Notes
Pemex Perforación y Servicios (Pemex Drilling
due 2026.
and Services), Pemex Logística (Pemex
Logistics), Pemex Cogeneración y Servicios
U.S. $1,504,855,000 aggregate
(Pemex Cogeneration and Services), Pemex
principal amount of 5.50% Bonds
Fertilizantes (Pemex Fertilizers) and Pemex
due 2044.
Etileno (Pemex Ethylene). Petróleos Mexicanos
and each of the subsidiary entities is a public-
U.S. $2,992,861,000 aggregate
sector entity of Mexico empowered to own
principal amount of 5.625% Bonds
property and carry on business in its own name.
due 2046.
In addition, a number of subsidiary companies
are incorporated into the consolidated financial
The issuer issued U.S. $1,454,967,000
statements. We collectively refer to Petróleos
principal amount of the 2020 new securities,
Mexicanos, the subsidiary entities and these
U.S. $997,333,000 principal amount of the 2025
subsidiary companies as "PEMEX," and
new securities, U.S. $1,486,725,000 principal
together they comprise Mexico's state oil and
amount of the 2026 new securities,
gas company.
U.S. $1,499,855,000 principal amount of the
2044
exchange
offer
securities
and
Description of the New Securities
U.S. $2,992,861,000 principal amount of the
2046 new securities on March 28, 2016, upon
Issuer
the consummation of its offers to exchange (the
"SEC-Registered Exchange Offers") up to
Petróleos Mexicanos.
U.S. $1,500,000,000 of its 3.500% Notes due
2020 (ISIN Nos. US71656LBC46 (Rule 144A)
Guarantors
and US71656MBC29 (Regulation S)), up to
U.S. $1,000,000,000 of its 4.250% Notes due
Pemex Exploration and Production,
2025 (ISIN Nos. US71656LBA89 (Rule 144A)
Pemex Industrial Transformation, Pemex
and US71656MBA62 (Regulation S)), up to
Drilling and Services, Pemex Logistics and
U.S. $1,500,000,000 of its 4.500% Notes due
Pemex Cogeneration and Services will jointly
2026 (ISIN Nos. US71656LBD29 (Rule 144A)
and severally unconditionally guarantee the
and US71656MBD02 (Regulation S)), up to
payment of principal and interest on the new
U.S. $1,500,000,000 of its 5.50% Bonds due
securities.
2044 (ISIN Nos. US71656LBB62 (Rule 144A),
US71656MBB46 (Regulation S Temporary)
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and US71656MAN92 (Regulation S
2020 new securities mature on
Permanent)) and up to U.S. $3,000,000,000 of
July 23, 2020.
its 5.625% Bonds due 2046 (ISIN Nos.
US71656LBE02
(Rule
144A)
and
2025 new securities mature on
US71656MBE84 (Regulation S)). The issuer
January 15, 2025.
issued an additional U.S. $5,000,000 principal
amount of the 2044 3(a)(9) securities on
2026 new securities mature on
March 28, 2016 upon the consummation of its
January 23, 2026.
offer to exchange (the "3(a)(9) Exchange
Offer") up to U.S. $5,000,000 of its 5.50%
2044 new securities mature on
Bonds due 2044. We refer to the outstanding
June 27, 2044.
3.500% Notes due 2020, 4.250% Notes due
2025, 4.500% Notes due 2026, 5.50% Bonds
2046 new securities mature on
due 2044 and 5.625% Bonds due 2046 as the
January 23, 2046.
"2020 old securities," the "2025 old securities,"
the "2026 old securities," the "2044 old
Interest Payment Dates
securities" and "2046 old securities,"
respectively, and together as the "old securities."
For the 2020 new securities,
The form and terms of each series of securities
January 23 and July 23 of each
are the same as the form and terms of the
year.
corresponding series of old securities already
listed on the Euro MTF market, except that:
For the 2025 new securities,
January 15 and July 15 of each
the new securities described in this
year.
Listing Memorandum will not bear
legends restricting their transfer;
For the 2026 new securities,
January 23 and July 23 of each
holders of the new securities described
year.
in this Listing Memorandum will not be
entitled to some of the benefits of the
For the 2044 new securities,
exchange and registration rights
June 27 and December 27 of
agreements that we entered into when
each year.
we issued the old securities; and
For the 2046 new securities,
we did not issue the new securities
January 23 and July 23 of each
under our medium-term note program.
year.
The new securities described in this
Consolidation with Other Securities
Listing Memorandum evidence the same debt as
the old securities.
The U.S. $1,499,855,000
principal
amount of the 2044 exchange offer securities
Maturity Dates
that we issued on March 28, 2016 upon the
consummation of the SEC Registered Exchange
The new securities will be redeemed at
Offers have been consolidated to form a single
par on their respective maturity dates.
series with, and are fully fungible with, (i) the
U.S. $5,000,000 principal amount of our
outstanding 2044 3(a)(9) securities that we
issued on March 28, 2016 pursuant to our
3(a)(9)
Exchange
Offer
and
(ii) the
U.S. $2,745,000,000 principal amount of our
outstanding 5.50% Bonds due 2044 that we
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issued pursuant to the exchange offers that we
interest and any additional amounts payable up
completed on September 2012, August 2013 and
to the date of our redemption.
October 2014.
Redemption of the New Securities at the
Further Issues
Option of the Issuer
We may, without your consent, increase
The issuer may at its option redeem the
the size of the issue of any series of securities or
2020 new securities, the 2025 new
create and issue additional securities with either
securities, 2026 new securities, the 2044
the same terms and conditions or the same
new securities or the 2046 new securities, in
except for the issue price, the issue date and the
whole or in part, at any time or from time to
amount of the first payment of interest; provided
time prior to their maturity, at a redemption
that such additional securities do not have, for
price equal to the principal amount thereof,
the purpose of U.S. federal income taxation, a
plus the Make-Whole Amount (as defined
greater amount of original issue discount than
under "Description of the New Securities--
the affected securities have as of the date of the
Redemption of the New Securities at the
issue of the additional securities. These
Option of the Issuer"), plus accrued interest
additional securities may be consolidated to
on the principal amount of the applicable
form a single series with the corresponding
series of the securities to the date of
securities.
redemption.
Withholding Tax; Additional Amounts
Ranking of the new Securities and the
Guaranties
We will make all principal and interest
payments on the new securities without any
The new securities:
withholding or deduction for Mexican
withholding taxes, unless we are required by law
are our direct, unsecured and
to do so. In some cases where we are obliged to
unsubordinated public external
withhold or deduct a portion of the payment, we
indebtedness, and
will pay additional amounts so that you will
receive the amount that you would have received
will rank equally in right of
had no tax been withheld or deducted. For a
payment with each other and
description of when you would be entitled to
with all our existing and future
receive additional amounts, see "Description of
unsecured and unsubordinated
the New Securities--Additional Amounts."
public external indebtedness.
You should consult your tax advisor
The guaranties of the new securities by
about the tax consequences of an investment in
each of the guarantors constitute direct,
the new securities as they apply to your
unsecured and unsubordinated public external
individual circumstances.
indebtedness of each guarantor, and rank pari
passu with each other and with all other present
Tax Redemption
and future unsecured and unsubordinated public
external indebtedness of each of the guarantors.
If, as a result of certain changes in
As of December 31, 2015, the guarantors had
Mexican law, the issuer or any guarantor is
certain outstanding financial leases which will,
obligated to pay additional amounts on interest
with respect to the assets securing those
payments on the new securities at a rate in
financial leases, rank prior to the new securities
excess of 10% per year, then we may choose to
and the guaranties.
redeem those securities. If we redeem any
securities, we will pay 100% of their outstanding
principal amount, plus accrued and unpaid
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Negative Pledge
certain of the issuer's and the guarantors' other
outstanding public external indebtedness issued
None of the issuer or the guarantors or
prior to October 2004. Under these provisions,
their respective subsidiaries will create security
in certain circumstances, the issuer and the
interests in our crude oil or crude oil receivables
guarantors may amend the payment and certain
to secure any public external indebtedness.
other provisions of any series of the new
However, we may enter into up to
securities with the consent of the holders of 75%
U.S. $4 billion of receivables financings and
of the aggregate principal amount of such
similar transactions in any year and up to
securities.
U.S. $12 billion of receivables financings and
similar transactions in the aggregate.
Resale of New Securities
We may pledge or grant security
We believe that you may offer the new
interests in any of our other assets or the assets
securities for resale, resell them or otherwise
of the issuer or the guarantors to secure our
transfer them without compliance with the
debts. In addition, we may pledge oil or oil
registration and prospectus delivery provisions
receivables to secure debts payable in pesos or
of the U.S. Securities Act of 1933, as amended
debts that are different than the new securities,
(the "Securities Act"), as long as:
such as commercial bank loans.
you are acquiring the new securities
Indenture
in the ordinary course of your
business;
The new securities were issued pursuant
to the indenture dated as of January 27, 2009, as
you are not participating, do not
supplemented.
intend to participate, and have no
arrangement or understanding with
Trustee
any person to participate, in the
distribution of the new securities;
Deutsche Bank Trust Company
and
Americas.
you are not an "affiliate" of ours, as
Events of Default
defined under Rule 405 of the
Securities Act.
The new securities and the indenture
under which the new securities were issued
If any statement above is not true and
contain certain events of default. If an event of
you transfer any security without delivering a
default occurs and is continuing with respect to a
prospectus meeting the requirements of the
series of new securities, 20% of the holders of
Securities Act or without an exemption from the
the outstanding securities of that series can
registration requirements of the Securities Act,
require us to pay immediately the principal of
you may incur liability under the Securities Act.
and interest on all those securities. For a
We do not assume responsibility for or
description of the events of default and their
indemnify you against this liability.
grace periods, you should read "Description of
the New Securities--Events of Default; Waiver
If you are a broker-dealer and received
and Notice."
new securities for your own account in the
Exchange Offers, you must deliver a prospectus
Collective Action Clauses
meeting the requirements of the Securities Act in
connection with any resale of those securities.
The new securities contain provisions
regarding acceleration and future modifications
to their terms that differ from those applicable to
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Document Outline

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