Obligation Petromex 5.5% ( US71656MAD11 ) en USD

Petromex

100 % ⇌

Mexique

US71656MAD11 ( en USD )

5.5% par an ( paiement semestriel )

21/01/2021 - Obligation échue

Prospectus brochure de l'obligation Pemex US71656MAD11 en USD 5.5%, échue

100 000 USD

2 393 000 000 USD

71656MAD1

N/A

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 : US71656MAD11, CUSIP : 71656MAD1), émise au Mexique en USD pour un montant total de 2 393 000 000 USD, avec un taux d'intérêt de 5,5 %, une taille minimale d'achat de 100 000 USD, une maturité le 21/01/2021 et une fréquence de paiement semestrielle, a atteint sa maturité et a été intégralement remboursée à 100 % de sa valeur nominale.

FINAL TERMS NO. 2
(To Offering Circular dated December 22, 2010)
Petróleos Mexicanos
(A Decentralized Public Entity of the Federal Government of the United Mexican States)
U.S. $1,000,000,000 5.50% Notes due 2021
Issued Under U.S. $22,000,000,000 Medium-Term Notes Program, Series C
jointly and severally guaranteed by
Pemex-Exploración y Producción, Pemex-Refinación and Pemex-Gas y Petroquímica Básica
The payment of principal of and interest on the 5.50% Notes due 2021 (the "Notes") will be unconditionally and irrevocably guaranteed jointly
and severally by Pemex-Exploración y Producción, Pemex-Refinación and Pemex-Gas y Petroquímica Básica (each a "Guarantor" and, collectively,
the "Guarantors"), each of which is a decentralized public entity of the Federal Government (the "Mexican Government") of the United Mexican
States ("Mexico"). The payment obligations of the Issuer (as defined below) under the Notes, and the payment obligations of the Guarantors under
their respective guaranties of the Notes, will at all times rank equally with each other and with all other present and future unsecured and
unsubordinated public external indebtedness of the Issuer or such Guarantor. Neither the Notes nor the obligations of the Guarantors constitute
obligations of, or are guaranteed by, the Mexican Government or Mexico.
Petróleos Mexicanos (the "Issuer" and, together with the Guarantors and their consolidated subsidiaries, "PEMEX"), a decentralized public entity
of the Mexican Government, will pay interest on the Notes on January 21 and July 21 of each year, commencing on January 21, 2012. Unless
previously redeemed or purchased and cancelled, the Notes will mature at their principal amount on January 21, 2021. The Notes 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 Notes--Redemption--Tax Redemption" in the accompanying Offering Circular dated December 22, 2010 (the "Offering Circular").
In addition, the Issuer may redeem any of the Notes in whole or in part, at any time, by paying the principal amount of the applicable Notes plus a
"make-whole" amount plus, in each case, accrued interest. See "Description of Notes--Redemption at the option of the Issuer (other than tax
redemption)" in this Preliminary Terms. The Issuer has applied to list the Notes on the Luxembourg Stock Exchange and to have the Notes trade on
the Euro MTF market of the Luxembourg Stock Exchange.
The Notes will contain provisions regarding acceleration and future modifications to their terms that differ from those applicable to certain of the
Issuer's and the Guarantors' 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 may amend the payment and certain other provisions of the Notes with the consent of the holders of
75% of the aggregate principal amount of the Notes.
The portion of the Notes that is offered and sold outside the United States in accordance with Regulation S ("Regulation S") under the Securities
Act will be consolidated to form a single series with, and be fully fungible with, the Issuer's outstanding 5.50% Notes due 2021 originally sold in
accordance with Regulation S and issued on July 21, 2010, as of the Consolidation Date (as defined below).
The Issuer has agreed to file an exchange offer registration statement or, under specified circumstances, a shelf registration statement, pursuant to
an exchange and registration rights agreement with respect to its offer to exchange (the "Exchange Offer") the Notes for 2021 Exchange Notes (as
defined below). Following the consummation of the Exchange Offer, the Exchange Notes will be consolidated to form a single series with, and be
fully fungible with, the 5.50% Notes due 2021 (CUSIP No. 71654QAX0 and ISIN No. US71654QAX07) originally issued by the Issuer in the
exchange offers commenced by the Issuer on August 31, 2010, approximately U.S. $1,997,607,000 of which are outstanding on the date hereof. If
the Issuer fails to comply with specified obligations under the exchange and registration rights agreement, it will pay additional interest to the holders
of the Notes.
Investing in the Notes involves risks. See "Risk Factors" beginning on page 9 of the Offering Circular.
______________
The Notes have not been registered under the Securities Act of 1933 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. For a description of certain restrictions on resale and transfer of the Notes, see "Plan of
Distribution" in this Preliminary Terms and "Notice to Investors" and "Offering and Sale" in the Offering Circular.
The information contained herein and in the Offering Circular 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 (the National Banking and Securities Commission, or the
"CNBV") of Mexico. The characteristics of the offering will be notified to the CNBV under Article 7, second paragraph, of the Ley del
Mercado de Valores (the "Securities Market Law") solely for information purposes and such notice does not imply any certification as to the
investment quality of the Notes, the solvency of the Issuer or the Guarantors, or the accuracy or completeness of the information contained
herein or in the Offering Circular. The Notes have not been and will not be registered with the Registro Nacional de Valores (the "National
Securities Registry") maintained by the CNBV and may not be offered or sold publicly in Mexico. Furthermore, the Notes 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.
______________
Issue Price of the Notes: 105.011% plus accrued interest from and including July 21, 2011.
______________
The Managers expect to deliver the Notes on or about July 26, 2011.
Joint Lead Managers and Joint Bookrunners
HSBC
Morgan Stanley
Santander
July 20, 2011

This Preliminary Terms is supplemental to the Offering Circular. This document should be read in
conjunction with the Offering Circular and all information incorporated therein by reference. Information
contained in this Preliminary Terms updates and/or revises comparable information contained in the
Offering Circular. Terms defined in the Offering Circular have the same meaning when used in this
Preliminary Terms.
You should rely only on the information contained in this Preliminary Terms and the Offering
Circular. None of the Issuer or the Guarantors have authorized anyone to provide you with different
information. None of the Issuer, the Guarantors or the Managers (as defined below in "Plan of
Distribution") are making an offer of these Notes in any jurisdiction where the offer is not permitted. You
should not assume that the information contained in this Preliminary Terms and the Offering Circular is
accurate as of any date other than the dates on the front of this Preliminary Terms and the Offering Circular.
_______________________
TABLE OF CONTENTS

Preliminary Terms No. 2
Page
Description of Notes .................................................................................................................................................... S-5
Exchange Offer; Registration Rights ......................................................................................................................... S-10
Recent Developments ................................................................................................................................................ S-12
Plan of Distribution ................................................................................................................................................... S-13
Notice to Canadian Residents .................................................................................................................................... S-18
Validity of the Notes .................................................................................................................................................. S-19
General Information .................................................................................................................................................. S-20

This Preliminary Terms and the Offering Circular have been prepared by the Issuer solely for use in
connection with the proposed offering of the Notes. This Preliminary 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 Notes. Distribution of this Preliminary 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, is prohibited. Each prospective investor, by accepting delivery of this Preliminary
Terms and the Offering Circular, agrees to the foregoing and to make no photocopies of this Preliminary
Terms and the Offering Circular or any documents referred to herein.
S-2

The Managers make no representation or warranty, express or implied, as to the accuracy or the
completeness of the information contained in this Preliminary Terms and the Offering Circular. Nothing in
this Preliminary 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 has furnished the information contained in this
Preliminary Terms and in the Offering Circular.
Neither the United States Securities and Exchange Commission (the "Commission"), any state
securities commission, nor any other U.S. regulatory authority, has approved or disapproved the Notes nor
have any of the foregoing authorities passed upon or endorsed the merits of this Preliminary Terms or the
Offering Circular. Any representation to the contrary is a criminal offense.
No representation or warranty is made or implied by the Managers or any of their respective
affiliates, and neither the Managers nor any of their respective affiliates makes any representation or
warranty, or accepts any responsibility, as to the accuracy or completeness of the information contained in
the Offering Circular, as supplemented by this Preliminary Terms. Neither the delivery of the Offering
Circular, this Preliminary Terms nor any Final Terms nor the offering, sale or delivery of any Note shall, in
any circumstances, create any implication that the information contained in the Offering Circular, as
supplemented by this Preliminary Terms, is true subsequent to the date hereof or that there has been no
adverse change in the financial situation of the Issuer or the Guarantors since the date hereof or that any
other information supplied in connection with the U.S. $22,000,000,000 Medium-Term Notes Program,
Series C, is correct at any time subsequent to the date on which it is supplied or, if different, the date
indicated in the document containing the same.
In making an investment decision, prospective investors must rely on their own examination of the
Issuer, the Guarantors and the terms of the offering, including the merits and risks involved. Prospective
investors should not construe anything in this Preliminary 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 Notes 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 Preliminary 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.
Neither this Preliminary Terms nor the Offering Circular constitutes an offer of, or an invitation by
or on behalf of the Issuer or the Guarantors to subscribe for or purchase any of the Notes. The distribution
of this Preliminary Terms and the Offering Circular and the offering of the Notes in certain jurisdictions may
be restricted by law. Persons into whose possession this Preliminary Terms and the Offering Circular come
are required by the Issuer, the Guarantors and the Managers to inform themselves about and to observe any
such restrictions. For a description of certain further restrictions on offers and sales of the Notes and
distribution of this Preliminary Terms and the Offering Circular, see "Plan of Distribution" in this
Preliminary Terms and "Offering and Sale" in the Offering Circular.
All references in this Preliminary Terms to "U.S. dollars," "USD" or "U.S. $" are to the lawful
currency of the United States of America and all references to "pesos" or "Ps." are to the lawful currency of
Mexico.
In connection with the issue of the Notes, HSBC Securities (USA) Inc. (the "Stabilizing Manager")
(or any person acting on behalf of the Stabilizing Manager) may over-allot Notes or effect transactions with a
view to supporting the market price of the Notes at a level higher than that which might otherwise prevail.
However, there is no assurance that the Stabilizing Manager (or any person acting on behalf of the
Stabilizing Manager) will undertake stabilization action. Any stabilization action may begin on or after the
date on which adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may be
ended at any time, but it must end no later than the earlier of 30 days after the issue date of the Notes and 60
days after the date of the allotment of the Notes. Any stabilization action or over-allotment must be
conducted by the Stabilizing Manager (or any person acting on behalf of the Stabilizing Manager) in
accordance with all applicable laws and rules.
S-3

_______________
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.
_______________________
This communication is only being distributed to and is only directed at (i) persons who are outside
the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and
other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order
(all such persons together being referred to as "relevant persons"). The Notes are only available to, and any
invitation, offer or agreement to subscribe, purchase or otherwise acquire such Notes will be engaged in only
with, relevant persons. Any person who is not a relevant person should not act or rely on this document or
any of its contents.
S-4

DESCRIPTION OF NOTES
The following items under this heading "Description of Notes" are the particular terms which relate to the
tranche of the Notes that is the subject of this Preliminary Terms.
1.
Series No.:
2

2.
Principal Amount:
U.S. $1,000,000,000

3.
Fungibility with other Notes:
On or after the 40th day after the later of the commencement of
this offering and the issue date (the "Consolidation Date"), the
portion of the 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 5.50% Notes due 2021
originally issued on July 21, 2010 and originally represented by a
Regulation S Global Note (CUSIP No. 71656MAD1 and
ISIN No. US71656MAD11), U.S. $1,849,000 principal amount
of which is currently outstanding.

In addition, following the consummation of the Exchange Offer,
the Exchange Notes 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, the 5.50%
Notes due 2021 issued by the Issuer in the exchange offers
commenced by it on August 31, 2010 (CUSIP No. 71654QAX0
and ISIN No. US71654QAX07) (the "Original Exchange Notes."
Approximately U.S. $1,997,607,000 of the Original Exchange
Notes are outstanding on the date hereof.

4.
Issue Price:
105.011% plus accrued interest from and including July 21, 2011
to but not including July 26, 2011

5.
Issue Date:
July 26, 2011
6.
Form of Notes:
Registered Notes
7.
Authorized Denomination:
U.S. $10,000 and integral multiples of U.S. $1,000 in excess
thereof
8.
Specified Currency:
U.S. dollars
9.
Stated Maturity Date:
January 21, 2021

10.
Interest Basis:
Fixed Rate Notes
11.
Interest Commencement Date (if

different from the Issue Date):
July 21, 2011
12.
Fixed Rate Notes:

(a)
Interest Rate:
5.50% per annum, payable semi-annually in arrears

(b)
Interest Payment Dates:
January 21 and July 21 of each year, commencing on January 21,
2012
S-5

(c)
Fixed Rate Day Count

Fraction:
30/360
13.
Discount Notes:
No
14.
Redemption at the option of the Issuer

(other than tax redemption):
The Issuer will have the right at its option to redeem any of the
Notes, 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 Notes
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
Notes (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 50 basis points over (ii) the principal
amount of such Notes.

"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 (as defined below), assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price (as defined below) 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 Notes 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
the Notes.

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

"Comparable Treasury Price" means, with respect to any
redemption date, the average of the Reference Treasury Dealer
Quotations (as defined below) for such redemption date.

"Reference Treasury Dealer" means any of Deutsche Bank
Securities Inc., Goldman, Sachs & Co., HSBC Securities (USA)
Inc. and RBS 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 will
substitute therefor another Primary Treasury Dealer.
S-6

"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 p.m. New
York City time on the third business day preceding such
redemption date.
15.
Repayment at the option of the

holders:
No
16.
Indexed Notes:
No
17.
Registration Rights; Exchange Offer:
Pursuant to an exchange and registration rights agreement to be
entered into among the Issuer 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 an offer
to exchange (the "Exchange Offer") the Notes for new notes of
the Issuer (the "Exchange Notes") with terms substantially
identical to the Notes (subject to certain exceptions), on or before
September 30, 2011, (b) have such registration statement declared
effective under the Securities Act on or before March 1, 2012 and
(c) consummate the Exchange Offer on or before April 5, 2012.
In the event that applicable law, regulation or policy of the
Commission does not allow the consummation of the Exchange
Offer, 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 Notes 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 Notes, if
a Registration Default (as defined below) relating to the filing or
declaration of effectiveness of a registration statement or the
Exchange Offer occurs, the per annum interest rate on all
outstanding Notes or, in the case of all other Registration
Defaults, the per annum interest rate on the Notes 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 Preliminary Terms; provided that
any such additional interest on the Notes will cease to accrue at
the later of (i) the date on which the Notes become freely
transferable pursuant to Rule 144 under the Securities Act and
(ii) the date on which the Barclays Capital Inc. Aggregate Bond
Index is modified to permit the inclusion of freely transferable
securities that have not been registered with the Commission.
See "Exchange Offer; Registration Rights" below.
S-7

18.
Additional provisions relating to the

Notes:
The Issuer reserves the right to increase the size of the Notes
from time to time without the consent of the holders of the Notes,
create and issue additional 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 Notes; 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 Notes have on the date
of issue of such additional securities.
19.
Ranking of the Notes:
The payment obligations of the Issuer under the Notes, and the
payment obligations of the Guarantors under their respective
guaranties of the Notes, will at all times rank equally with each
other and with all other present and future unsecured and
unsubordinated public external indebtedness of the Issuer or such
Guarantor.

Other Relevant Terms

20.
Listing/Trading:
Listing: Luxembourg Stock Exchange
Trading: Euro MTF market of the Luxembourg Stock Exchange
21.
Syndicated:
Yes
22.
If Syndicated:

(a) Lead Managers:
HSBC Securities (USA) Inc.
Morgan Stanley & Co. LLC
Santander Investment Securities Inc.

(b) Stabilizing Manager:
HSBC Securities (USA) Inc.
23.
Identity of Managers:
See "Plan of Distribution" below.

24.
Listing Agent:
KBL European Private Bankers S.A.
25.
Provisions for Registered Notes:

(a)
Rule 144A eligible:
Yes

(b)
Regulation S Global Note

deposited with or on behalf of
DTC:
Yes

(c)
Restricted Global Note

deposited with or on behalf of
DTC:
Yes

(d)
Regulation S Global Note

deposited with Common

Depositary:
No
S-8

26.
Codes:

(a)
Common Code:
065358565 (Restricted Global Note)

065346877 (Regulation S Global Note--Before the
Consolidation Date)

052748224 (Regulation S Global NoteAfter the
Consolidation Date)

(b)
ISIN:
US71656LAJ08 (Restricted Global Note)

US71656MAJ80 (Regulation S Global Note--Before the
Consolidation Date)

US71656MAD11 (Regulation S Global Note--After the
Consolidation Date)

(c)
CUSIP:
71656LAJ0 (Restricted Global Note)

71656MAJ8 (Regulation S Global Note--Before the
Consolidation Date)

71656MAD1 (Regulation S Global Note--After the
Consolidation Date)

27.
Use of Proceeds (if different from

Offering Circular):
N/A

S-9

EXCHANGE OFFER; 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 offer to exchange any of the Notes for Exchange Notes. Upon the effectiveness of the Exchange Offer
Registration Statement, the Issuer will offer to the holders of such Notes who are able to make certain
representations the opportunity to exchange their Notes for Exchange Notes. The Exchange Notes will have terms
substantially identical to the Notes, except that the Exchange Notes (1) will not contain the restrictions on transfer
that are applicable to the Notes 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 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 September 30, 2011, (b) to have the Exchange Offer Registration
Statement declared effective by the Commission on or before March 1, 2012, and (c) to commence promptly the
Exchange Offer after such declaration of effectiveness and to issue, on or before April 5, 2012, Exchange Notes in
exchange for all Notes tendered prior to the expiration of the 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, 2012 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 the Exchange Offer on or before April 5, 2012, then the Issuer will file the Shelf Registration
Statement with the Commission on or before April 5, 2012 (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 Notes (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 the
Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy, (ii) the
Exchange Offer is not consummated by April 5, 2012, or (iii) any holder of Notes 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 Notes
acquired by it in the 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 Notes acquired directly from the Issuer or an affiliate of the Issuer or (c) the holders of a
majority in aggregate principal amount of the Notes may not resell the Exchange Notes acquired by them in the
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 Notes (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 Notes" means each Note until (i) the date on which such
Note is exchanged by a person other than a broker-dealer for an Exchange Note in the Exchange Offer,
(ii) following the exchange by a broker-dealer in the Exchange Offer of a Note for an Exchange Note, the date on
which such Exchange Note 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 Note is effectively registered under the Securities Act
and disposed of in accordance with a Shelf Registration Statement, (iv) the date on which such Note is freely
transferable pursuant to Rule 144 under the Securities Act (or any similar provision then in force, but not
S-10