Obligation Petromex 6.49% ( US71654QDB59 ) en USD

Société émettrice Petromex
Prix sur le marché refresh price now   98.8125 %  ▼ 
Pays  Mexique
Code ISIN  US71654QDB59 ( en USD )
Coupon 6.49% par an ( paiement semestriel )
Echéance 22/01/2027



Prospectus brochure de l'obligation Pemex US71654QDB59 en USD 6.49%, échéance 22/01/2027


Montant Minimal 10 000 USD
Montant de l'émission 2 341 377 000 USD
Cusip 71654QDB5
Notation Standard & Poor's ( S&P ) BBB ( Qualité moyenne inférieure )
Notation Moody's B3 ( Très spéculatif )
Prochain Coupon 23/01/2026 ( Dans 173 jours )
Description détaillée 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'analyse des marchés obligataires révèle une proposition d'intérêt avec l'obligation émise par Petróleos Mexicanos (Pemex), identifiée par le code ISIN US71654QDB59 et le code CUSIP 71654QDB5. L'émetteur, Pemex, est la compagnie pétrolière nationale du Mexique, une entité cruciale pour l'économie du pays, jouant un rôle prépondérant dans l'exploration, la production, le raffinage et la distribution d'hydrocarbures sur le territoire national et international, bien qu'elle soit confrontée à des défis significatifs, notamment une dette élevée, des déclins de production et des investissements nécessaires dans ses infrastructures. Cette obligation, émise sous la juridiction du Mexique et libellée en dollars américains (USD), offre un taux d'intérêt nominal de 6,49% et sa maturité est fixée au 22 janvier 2027, la positionnant comme une obligation à moyen terme avec des paiements d'intérêts effectués deux fois par an. Le prix actuel sur le marché s'établit à 98,8125% du pair, indiquant une légère décote par rapport à sa valeur nominale, tandis que l'émission représente un montant total substantiel de 2 341 377 000 USD, conférant une bonne liquidité au titre, avec une taille minimale d'achat de 10 000 USD, typique pour les investisseurs institutionnels ou qualifiés. Concernant la solvabilité de l'émetteur, les agences de notation ont des appréciations divergentes : Standard & Poor's attribue à cette obligation une notation de BBB, la classant dans la catégorie « investissement », bien que ce soit la note la plus basse de cette catégorie, alors que Moody's la note B3, ce qui la positionne fermement dans la catégorie « spéculative » ou « junk bond », impliquant un risque de crédit considérablement plus élevé et nécessitant une analyse approfondie pour les investisseurs évaluant leur exposition.









Luxembourg Listing Memorandum
Petróleos Mexicanos
U.S. $2,341,377,000 6.490% Notes due 2027 (ISIN No. US71654QDB59)
U.S. $4,387,135,000 6.840% Notes due 2030 (ISIN No. US71654QDC33)
U.S. $3,777,381,000 5.950% Notes due 2031 (ISIN No. US71654QDE98)
U.S. $8,047,831,000 7.690% Bonds due 2050 (ISIN No. US71654QDD16)
U.S. $3,796,812,000 6.950% Bonds due 2060 (ISIN No. US71654QDF63)
unconditionally guaranteed by

Pemex Exploration and Production
Pemex Industrial Transformation
Pemex Logistics
(and their respective successors and assignees)

The payment of principal of and interest on the U.S. $2,341,377,000 6.490% Notes due 2027 (the "2027
new securities"), U.S. $4,387,135,000 6.840% Notes due 2030 (the "2030 new securities"), U.S. $3,777,381,000
5.950% Notes due 2031 (the "2031 new securities"), U.S. $8,047,831,000 7.690% Bonds due 2050 (the "2050 new
securities) and U.S. $3,796,812,000 6.950% Bonds due 2060 (the "2060 new securities" and, together with the 2027
new securities, the 2030 new securities, the 2031 new securities and the 2050 new securities, the "new securities")
will be unconditionally and irrevocably guaranteed jointly and severally by Pemex Exploración y Producción,
Pemex Transformación Industrial and Pemex Logística, and each of their respective successors and assignees) (each
a "guarantor" and, collectively, the "guarantors"), each of which is a productive state-owned entity of the Federal
Government of Mexico (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. $2,341,377,000 principal amount of the 2027 new securities, U.S. $4,387,135,000 principal amount of
the 2030 new securities, U.S. $3,777,381,000 principal amount of the 2031 new securities, U.S. $8,047,831,000
principal amount of the 2050 new securities and U.S. $3,796,812,000 principal amount of the 2060 new securities
were issued by Petróleos Mexicanos (LEI 549300CAZKPF4HKMPX17) (the "issuer" and, together with the
guarantors and their consolidated subsidiaries, "PEMEX"), a productive state-owned company of the Mexican
Government, on October 26, 2020, pursuant to exchange offers (the "Exchange Offers") commenced by the issuer
on September 21, 2020 that expired on October 21, 2020.
The issuer will pay interest on the 2027 new securities on January 23 and July 23 of each year. The first
interest payment on the 2027 new securities on January 23, 2021 will include interest accrued from July 23, 2020.
The 2027 new securities will mature on January 23, 2027.
The issuer will pay interest on the 2030 new securities on January 23 and July 23 of each year. The first
interest payment on the 2030 new securities on January 23, 2021 will include interest accrued from July 23, 2020.
The 2030 new securities will mature on January 23, 2030.
The issuer will pay interest on the 2031 new securities on January 28 and July 28 of each year. The first
interest payment on the 2031 new securities on January 28, 2021 will include interest accrued from July 28, 2020.
The 2031 new securities will mature on January 28, 2031.









The issuer will pay interest on the 2050 new securities on January 23 and July 23 of each year. The first
interest payment on the 2050 new securities on January 23, 2021 will include interest accrued from July 23, 2020.
The 2050 new securities will mature on January 23, 2050.
The issuer will pay interest on the 2060 new securities on January 28 and July 28 of each year. The first
interest payment on the 2060 new securities on January 28, 2021 will include interest accrued from July 28, 2020.
The 2060 new securities will mature on January 28, 2060.
The new securities 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 new securities with the consent of the holders of 75% of the
aggregate principal amount of such new 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. Application to list any additional securities on the Euro
MTF market of the Luxembourg Stock Exchange will be undertaken through a separate listing memorandum. This
Listing Memorandum constitutes a "prospectus" for the purposes of the Luxembourg Law on Prospectuses for
Securities dated July 16, 2019 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 Listing Memorandum
is truthful and complete. Any representation to the contrary is a criminal offense.
______________________________
November 9, 2020


ii







TABLE OF CONTENTS
Page

Available Information ................................................................................................................................... 1
Currency of Presentation ............................................................................................................................... 3
Presentation of Financial Information........................................................................................................... 3
Summary ....................................................................................................................................................... 4
Selected Financial Data ................................................................................................................................. 9
Risk Factors ................................................................................................................................................ 10
Forward-Looking Statements ...................................................................................................................... 24
Use of Proceeds........................................................................................................................................... 25
Capitalization of PEMEX ........................................................................................................................... 26
Guarantors ................................................................................................................................................... 27
Description of the New Securities .............................................................................................................. 28
Book Entry; Delivery and Form ................................................................................................................. 48
Taxation ...................................................................................................................................................... 52
Plan of Distribution ..................................................................................................................................... 57
Public Official Documents and Statements ................................................................................................ 58
Responsible Persons .................................................................................................................................... 58
General Information .................................................................................................................................... 58





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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 both the old securities (as defined in "Summary--
Description of the New Securities--Securities listed" below) and the new securities with the CNBV at the
time the old securities of each series were issued. Such notice is 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 notices are solely for information
purposes and do not imply any certification as to the investment quality of the new securities or the
solvency of the issuer or the guarantors. The information contained in this Listing Memorandum is the
sole responsibility of the issuer, and the CNBV has not reviewed or authorized the content of 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, 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 the Luxembourg Law
on Prospectuses for Securities dated July 16, 2019 and may be used only for the purposes for which it has
been published.
We are responsible for the information contained in this Listing Memorandum. We have not
authorized anyone to give you any other information, and we take no responsibility for any other
information that others may give you. 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,
2019, filed with the SEC on Form 20-F on May 8, 2020 (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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periods ended June 30, 2020, which was filed with the SEC on Form 6-K on
September 11, 2020 (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 amended and
supplemented by (i) the first supplemental indenture, dated as of June 2, 2009,
entered into among the Issuer, the Trustee and Deutsche Bank AG, London Branch,
as international paying and authenticating agent, (ii) the second supplemental
indenture, dated as of October 13, 2009, entered into among the Issuer, the Trustee,
Credit Suisse AG, as principal Swiss paying and authenticating agent, and BNP
Paribas (Suisse) SA, as an additional Swiss paying agent, (iii) the third supplemental
indenture, dated as of April 10, 2012, entered into among the Issuer, the Trustee and
Credit Suisse AG, as Swiss paying and authenticating agent, (iv) the fourth
supplemental indenture, dated as of June 24, 2014, entered into between the Issuer
and the Trustee, (v) the fifth supplemental indenture, dated as of October 15, 2014,
entered into between the Issuer and the Trustee, (vi) the sixth supplemental indenture,
dated as of December 8, 2015, entered into among the Issuer, the Trustee, BNP
Paribas (Suisse) SA, as principal Swiss paying and authenticating agent, and Credit
Suisse AG, as an additional Swiss paying agent, (vii) the seventh supplemental
indenture, dated as of June 14, 2016, entered into among the Issuer, the Trustee,
Credit Suisse AG, as principal Swiss paying and authenticating agent, and UBS AG,
as an additional Swiss paying agent, (viii) the eighth supplemental indenture, dated as
of February 16, 2018, entered into between the Issuer and the Trustee and (ix) the
ninth supplemental indenture, dated as of June 4, 2018, entered into among the
Issuer, the Trustee, BNP Paribas (Suisse) SA, as principal Swiss paying and
authentication agent, and UBS AG as Swiss paying agent (as amended and
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 (the "Exchange
Act"), 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.
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: Relación con Inversionistas,
Petróleos Mexicanos, Avenida Marina Nacional No. 329, Colonia Verónica Anzures, 11300, Ciudad de
México, México, telephone (52-55) 1944-9700.
You may also obtain copies of these documents free of charge at the offices of the Luxembourg
listing agent, Banque Internationale à Luxembourg and at the office of Deutsche Bank Luxembourg S.A.
(in such capacity the "paying agent" and the "transfer agent") in Luxembourg.


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We maintain an internet site at the following location: http://www.pemex.com (this website
address is for information only and is not intended to be an active link or to incorporate any website
information into this document).
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.
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. 22.9715 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) instructed
us to use on June 30, 2020.
On October 16, 2020, the noon buying rate for cable transfers in New York reported by the
Federal Reserve Bank was Ps. 21.1740 = U.S. $1.00.
PRESENTATION OF FINANCIAL INFORMATION
The audited consolidated financial statements of Petróleos Mexicanos, productive state-owned
subsidiaries and subsidiary companies as of December 31, 2019 and 2018 and for the years ended
December 31, 2019, 2018 and 2017 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 "2019 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 unaudited condensed
consolidated interim financial statements of Petróleos Mexicanos, productive state-owned subsidiaries
and subsidiary companies as of June 30, 2020 and for the three- and six-month periods ended June 30,
2020 and 2019 (which we refer to as the "June 2020 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. $2,341,377,000 aggregate
state-owned company of the Mexican
principal amount of 6.490%
Government. The Federal Congress of
Notes due 2027.
Mexico (the "Mexican Congress")
established Petróleos Mexicanos by decree
U.S. $4,387,135,000 aggregate
on July 20, 1938. Its operations are carried
principal amount of 6.840%
out through four principal subsidiary
Notes due 2030.
entities, which are Pemex Exploración y
Producción (Pemex Exploration and
U.S. $3,777,381,000 aggregate
Production), Pemex Transformación
principal amount of 5.950%
Industrial (Pemex Industrial
Notes due 2031.
Transformation), Pemex Logística (Pemex
Logistics) and Pemex Fertilizantes (Pemex
U.S. $8,047,831,000 aggregate
Fertilizers). Petróleos Mexicanos and each
principal amount of 7.690%
of the subsidiary entities is a public-sector
Bonds due 2050.
entity of Mexico empowered to own
property and carry on business in its own
U.S. $3,796,812,000 aggregate
name. In addition, a number of subsidiary
principal amount of 6.950%
companies are incorporated into the 2019
Bonds due 2060.
financial statements and June 2020 interim
financial statements. We refer to Petróleos
The issuer issued U.S. $2,341,377,000
Mexicanos, the subsidiary entities and these
principal amount of the 2027 new securities,
subsidiary companies as "PEMEX," and
U.S. $4,387,135,000 principal amount of the
together they comprise Mexico's state oil
2030 new securities, U.S. $3,777,381,000
and gas company.
principal amount of the 2031 new securities,
U.S. $8,047,831,000 principal amount of the
Description of the New Securities
2050 new securities and
U.S. $3,796,812,000 principal amount of the
Issuer
2060 new securities on October 26, 2020,
upon the consummation of its Exchange
Petróleos Mexicanos.
Offers for up to U.S. $2,360,430,000 of its
6.490% Notes due 2027 (ISIN Nos.
Guarantors
US71654QCQ38 (Rule 144A) and
USP78625DW03 (Regulation S)), up to
Pemex Exploration and Production,
U.S. $4,420,831,000 of its 6.840% Notes
Pemex Industrial Transformation and Pemex
due 2030 (ISIN Nos. US71654QCT76 (Rule
Logistics, and their respective successors
144A) and USP78625DX85 (Regulation S)),
and assignees, will jointly and severally
up to U.S. $3,800,000,000 of its 5.950%
unconditionally guarantee the payment of
Notes due 2031 (ISIN Nos. US71654QCZ37
principal and interest on the new securities.
(Rule 144A) and USP78625EA73
(Regulation S)), up to U.S. $8,066,405,000
of its 7.690% Bonds due 2050 (ISIN Nos.
US71654QCW06 (Rule 144A) and

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USP78625DY68 (Regulation S)) and up to
Maturity Dates
U.S. $3,800,000,000 of its 6.950% Bonds
due 2060 (ISIN Nos. US71654Q DA76

The new securities will be redeemed at
(Rule 144A) and USP78625EB56
par on their respective maturity dates.
(Regulation S)).
2027 new securities mature on
We refer to the outstanding 6.490%
January 23, 2027.
Notes due 2027, 6.840% Notes due 2030,
5.950% Notes due 2031, 7.690% Bonds due
2030 new securities mature on
2050 and 6.950% Bonds due 2060 as the
January 23, 2030.
"2027 old securities," the "2030 old
securities," the "2031 old securities", the
2031 new securities mature on
"2050 old securities" and the "2060 old
January 28, 2031.
securities," respectively, and together as the
"old securities." The form and terms of
2050 new securities mature on
each series of securities are the same as the
January 23, 2050.
form and terms of the corresponding series
of old securities already listed on the Euro
2060 new securities mature on
MTF market, except that:
January 28, 2060.
the new securities described in
Interest Payment Dates
this Listing Memorandum will
not bear legends restricting their
For the 2027 new securities,
transfer;
January 23 and July 23 of each
year.
holders of the new securities
described in this Listing
For the 2030 new securities,
Memorandum will not be
January 23 and July 23 of each
entitled to some of the benefits
year.
of the exchange and registration
rights agreements that we
For the 2031 new securities,
entered into when we issued the
January 28 and July 28 of each
old securities; and
year.
we did not issue the new
For the 2050 new securities,
securities under our medium-
January 23 and July 23 of each
term note program.
year.
The new securities described in
For the 2060 new securities,
this Listing Memorandum
January 28 and July 28 of each
evidence the same debt as the
year.
old securities.
Further Issues
We may, without your consent,
increase the size of the issue of any series of
new securities or create and issue additional
new securities with either the same terms
and conditions or the same except for the
issue price, the issue date and the amount of
the first payment of interest; provided that


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such additional new securities do not have,
securities, the 2031 new securities, the 2050
for the purpose of U.S. federal income
new securities or the 2060 new securities, in
taxation, a greater amount of original issue
whole or in part, at any time or from time to
discount than the affected new securities
time prior to their maturity, at a redemption
have as of the date of the issue of the
price equal to the principal amount thereof,
additional new securities. These additional
plus the Make-Whole Amount (as defined
new securities may be consolidated to form
under "Description of the New Securities--
a single series with the corresponding new
Redemption of the New Securities at the
securities.
Option of the Issuer"), plus accrued interest
on the principal amount of the applicable
Withholding Tax; Additional Amounts
series of the securities to the date of
redemption.
We will make all principal and
interest payments on the new securities
Ranking of the New Securities and the
without any withholding or deduction for
Guaranties
Mexican withholding taxes, unless we are
required by law to do so. In some cases
The new securities:
where we are obliged to withhold or deduct
a portion of the payment, we will pay
are our direct, unsecured and
additional amounts so that you will receive
unsubordinated public external
the amount that you would have received
indebtedness, and
had no tax been withheld or deducted. For a
description of when you would be entitled to
will rank equally in right of
receive additional amounts, see "Description
payment with each other and
of the New Securities--Additional
with all our existing and future
Amounts."
unsecured and unsubordinated
public external indebtedness.
You should consult your tax advisor
about the tax consequences of an investment
The guaranties of the new securities
in the new securities as they apply to your
by each of the guarantors constitute direct,
individual circumstances.
unsecured and unsubordinated public
external indebtedness of each guarantor, and
Tax Redemption
rank pari passu with each other and with all
other present and future unsecured and
If, as a result of certain changes in
unsubordinated public external indebtedness
Mexican law, the issuer or any guarantor is
of each of the guarantors. These financial
obligated to pay additional amounts on
obligations include certain financial leases
interest payments on the new securities at a
outstanding as of December 31, 2019, which
rate in excess of 10% per year, then we may
will, with respect to the assets securing those
choose to redeem those new securities. If
financial leases, rank prior to the new
we redeem any new securities, we will pay
securities and the guaranties.
100% of their outstanding principal amount,
plus accrued and unpaid interest and any
Negative Pledge
additional amounts payable up to the date of
our redemption.
None of the issuer or the guarantors
or their respective subsidiaries will create
Redemption of the New Securities at the
security interests in our crude oil or crude oil
Option of the Issuer
receivables to secure any public external
indebtedness. However, we may enter into
The issuer may at its option redeem
up to U.S. $4 billion of receivables
the 2027 new securities, the 2030 new
financings and similar transactions in any


6





year and up to U.S. $12 billion of
holders of 75% of the aggregate principal
receivables financings and similar
amount of such new securities.
transactions in the aggregate.
Resale of New Securities
We may pledge or grant security
interests in any of our other assets or the
We believe that you may offer the
assets of the issuer or the guarantors to
new securities for resale, resell them or
secure our debts. In addition, we may
otherwise transfer them without compliance
pledge oil or oil receivables to secure debts
with the registration and prospectus delivery
payable in pesos or debts that are different
provisions of the U.S. Securities Act of
than the new securities, such as commercial
1933, as amended (the "Securities Act"), as
bank loans.
long as:
Indenture
you are acquiring the new
securities in the ordinary course
The new securities were issued
of your business;
pursuant to the indenture, as supplemented.
you are not participating, do not
Trustee
intend to participate, and have
no arrangement or
Deutsche Bank Trust Company
understanding with any person
Americas.
to participate, in the distribution
of the new securities; and
Events of Default
you are not an "affiliate" of
The new securities and the indenture
ours, as defined under Rule 405
under which the new securities were issued
of the Securities Act.
contain certain events of default. If an event
of default occurs and is continuing with
If any statement above is not true
respect to a series of new securities, 20% of
and you transfer any security without
the holders of the outstanding securities of
delivering a prospectus meeting the
that series can require us to pay immediately
requirements of the Securities Act or
the principal of and interest on all those
without an exemption from the registration
securities. For a description of the events of
requirements of the Securities Act, you may
default and their grace periods, you should
incur liability under the Securities Act. We
read "Description of the New Securities--
do not assume responsibility for or
Events of Default Waiver and Notice."
indemnify you against this liability.
Collective Action Clauses
If you are a broker-dealer and
received new securities for your own
The new securities contain
account in the Exchange Offers, you must
provisions regarding acceleration and future
deliver a prospectus meeting the
modifications to their terms that differ from
requirements of the Securities Act in
those applicable to certain of the issuer's
connection with any resale of those
and the guarantors' other outstanding public
securities.
external indebtedness issued prior to
October 2004. Under these provisions, in
Governing Law
certain circumstances, the issuer and the
guarantors may amend the payment and
The new securities and the indenture
certain other provisions of any series of the
are governed by New York law, except that
new securities with the consent of the
the laws of Mexico will govern the


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