Obbligazione Pemex 6.35% ( USP78625DE05 ) in USD

Pemex

83.937 USD ⇌

Messico

USP78625DE05 ( in USD )

6.35% per anno ( pagato 2 volte l'anno)

12/02/2048

Prospetto opuscolo dell'obbligazione Pemex USP78625DE05 en USD 6.35%, scadenza 12/02/2048

P78625DE0

BBB ( Lower medium grade - Investment-grade )

12/08/2025 ( In 108 giorni )

PEMEX è una compagnia petrolifera statale messicana, tra le più grandi al mondo.

The Obbligazione issued by Pemex ( Mexico ) , in USD, with the ISIN code USP78625DE05, pays a coupon of 6.35% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 12/02/2048
The Obbligazione issued by Pemex ( Mexico ) , in USD, with the ISIN code USP78625DE05, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

LISTING FINAL TERMS NO. 9
(To Offering Circular dated April 17, 2018)

Petróleos Mexicanos
(A Productive State-Owned Company of the Federal Government of the United Mexican States)
U.S. $1,828,663,000 6.350% Bonds due 2048
Issued Under U.S. $92,000,000,000 Medium-Term Bonds Program, Series C
jointly and severally guaranteed by
Pemex Exploración y Producción, Pemex Transformación Industrial, Pemex Perforación y Servicios,
Pemex Logística and Pemex Cogeneración y Servicios

The payment of principal of and interest on the 6.350% Bonds due 2048 (the "Bonds") 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 company of the Federal Government (the "Mexican Government") of the United Mexican States
("Mexico"). The payment obligations of the Issuer (as defined below) under the Bonds, and the payment obligations of the Guarantors under their respective guaranties of the Bonds,
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 Bonds 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 productive state-owned company of the Mexican
Government, will pay interest on the Bonds on February 12 and August 12 of each year, commencing on August 12, 2018. Unless previously redeemed or purchased and cancelled,
the Bonds will mature at their principal amount on February 12, 2048. The Bonds 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 Bonds--Redemption--Tax Redemption" in the accompanying Offering Circular dated February 9, 2017
(the "Offering Circular"). In addition, the Issuer may redeem the Bonds in whole or in part, at any time, by paying the principal amount of the Bonds plus a "make-whole" amount
plus accrued interest. See "Description of Bonds--Redemption at the option of the Issuer (other than tax redemption)" in this Listing Final Terms. The Issuer has applied to list the
Bonds on the Luxembourg Stock Exchange and to have the Bonds trade on the Euro MTF Market of the Luxembourg Stock Exchange. Solely for purposes of listing the Bonds on the
Official List of the Luxembourg Stock Exchange and of having the Bonds trade on the Euro MTF market of the Luxembourg Stock Exchange, the Issuer refers you to the offering
circular dated April 17, 2018.
The Bonds 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 Bonds--Modification and Waiver" in the Offering Circular, in certain circumstances, the Issuer may amend the payment and certain other provisions of the
Bonds with the consent of the holders of 75% of the aggregate principal amount of the Bonds.
The Bonds will be fully fungible with the Issuer's outstanding U.S. $1,500,000,000 principal amount of 6.350% Bonds due 2048 issued on February 12, 2018 pursuant to a
concurrent international capital markets offering.
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 Bonds for Exchange Bonds (as defined below). 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 Bonds.
Investing in the Bonds involves risks. See "Risk Factors" beginning on page 12 of the Offering Circular, as supplemented by the "Supplemental Risk Factor" set forth
on page S-13 of this Listing Final Terms.
______________
The Bonds have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and are being offered and
sold only (a) to "Qualified Institutional Buyers," as defined in Rule 144A ("Rule 144A") under the Securities Act in compliance with Rule 144A and (b) outside the United
States of America (the "United States") in accordance with Regulation S ("Regulation S") under the Securities Act. For a description of certain restrictions on resale and
transfer of the Bonds, see "Notice to Investors" and "Offering and Sale" in the Offering Circular.
The Bonds have not been and will not be registered with the National Securities Registry maintained by the Comisión Nacional Bancaria y de Valores (National
Banking and Securities Commission of Mexico, or the "CNBV") and therefore may not be offered or sold publicly in Mexico. The Bonds may be offered and sold in Mexico
to investors that qualify as qualified or institutional investors under Mexican law, pursuant to the private placement exemption set forth under Article 8 of the Ley del
Mercado de Valores (Securities Market Law). As required under the Securities Market Law, the Issuer will give notice to the CNBV of the offering of the Bonds under the
terms set forth herein for informational purposes only. The delivery to, and receipt by, the CNBV of such notice does not ce rtify the solvency of the Issuer or the
Guarantors, the investment quality of the Bonds, or that the information contained in the Offering Circular and this Listing Final Terms is accurate or complete. The
Issuer and the Guarantors have prepared the Offering Circular and this Listing Final Terms and are solely responsible for their content, and the CNBV has not reviewed or
authorized such content.
ANY OFFER OR SALE OF BONDS IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA WHICH HAS IMPLEMENTED THE PROSPECTUS
DIRECTIVE (AS DEFINED BELOW) MUST BE ADDRESSED TO QUALIFIED INVESTORS (AS DEFINED IN THE PROSPECTUS DIRECTIVE).

Dealer Managers

BofA Merrill Lynch
Citigroup

April 17, 2018

This Listing Final 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 Listing Final 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 Listing
Final Terms.
The Issuer and the Guarantors are responsible for the information contained and incorporated by
reference in this Listing Final Terms and the Offering Circular. None of the Issuer or the Guarantors has
authorized anyone to provide you with any other information, nor takes any responsibility for any other
information that others may provide to you. None of the Issuer, the Guarantors or the Dealer Managers (as
defined below in "Description of Bonds") is making an offer of these Bonds in any jurisdiction where the offer
is not permitted. You should not assume that the information contained in this Listing Final Terms and the
Offering Circular is accurate as of any date other than the dates on the front of this Listing Final Terms and
the Offering Circular.
_______________________

TABLE OF CONTENTS

Listing Final Terms No. 9
Page
Description of Bonds ...........................................................................................................................S-6
Exchange Offer; Registration Rights ................................................................................................. S-11
Supplemental Risk Factors ................................................................................................................ S-13
Recent Developments ........................................................................................................................ S-14
Selling Restrictions ........................................................................................................................... S-15
Taxation ............................................................................................................................................ S-19
Validity of the Bonds ........................................................................................................................ S-20
General Information .......................................................................................................................... S-21

_______________________
This Listing Final Terms and the Offering Circular have been prepared by the Issuer solely for use
in connection with the proposed offering of the Bonds.

S-3

The Dealer Managers make no representation or warranty, express or implied, as to the accuracy or
the completeness of the information contained in this Listing Final Terms and the Offering Circular. Nothing
in this Listing Final Terms or the Offering Circular is, or shall be relied upon as, a promise or representation
by the Dealer Managers as to the past or future. The Issuer has furnished the information contained in this
Listing Final 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 Bonds nor
have any of the foregoing authorities passed upon or endorsed the merits of this Listing Final Terms or the
Offering Circular. Any representation to the contrary is a criminal offense.
No representation or warranty is made or implied by the Dealer Managers or any of their respective
affiliates, and neither the Dealer Managers nor any of their respective affiliates make any representation or
warranty, or accept any responsibility, as to the accuracy or completeness of the information contained in the
Offering Circular, as supplemented by this Listing Final Terms. Neither the delivery of the Offering Circular
nor this Listing Final Terms nor the offering, sale or delivery of any Bond shall, in any circumstances, create
any implication that the information contained in the Offering Circular, as supplemented by this Listing
Final 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. $92,000,000,000 Medium-Term Bonds 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 Listing Final Terms or the Offering Circular as legal, business
or tax advice. Each prospective investor should consult its own advisors as needed to make its investment
decision and to determine whether it is legally permitted to purchase the Bonds 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 Listing Final Terms and the Offering Circular contain summaries believed to be accurate with
respect to certain documents, but reference is made to the actual documents for complete information. All
such summaries are qualified in their entirety by such references. Copies of documents referred to herein
will be made available to prospective investors upon request to the Issuer or the Dealer Managers.
Neither this Listing Final 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 Bonds. The distribution
of this Listing Final Terms and the Offering Circular and the offering of the Bonds in certain jurisdictions
may be restricted by law. Persons into whose possession this Listing Final Terms and the Offering Circular
come are required by the Issuer, the Guarantors and the Dealer Managers to inform themselves about and to
observe any such restrictions. For a description of certain further restrictions on offers and sales of the
Bonds and distribution of this Listing Final Terms and the Offering Circular, see "Offering and Sale" in the
Offering Circular.
All references in this Listing Final Terms to "U.S. dollars," "USD" or "U.S. $" are to the lawful
currency of the United States and all references to "pesos" or "Ps." are to the lawful currency of Mexico.
_______________________
NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA
This Listing Final Terms has been prepared on the basis that any offer of Bonds in any Member
State of the European Economic Area will be made pursuant to an exemption under the Prospectus Directive
from the requirement to publish a prospectus for offers of Bonds. Accordingly, any person making or
intending to make an offer in that Member State of Bonds which are the subject of the offering contemplated
in this Listing Final Terms may only do so in circumstances in which no obligation arises for the Issuer, the
Guarantors or any of the Dealer Managers to publish a prospectus pursuant to Article 3 of the Prospectus
Directive, in relation to such offer. Neither the Issuer, the Guarantors, nor the Dealer Managers have
authorized, nor do they authorize, the making of any offer of Bonds in circumstances in which an obligation
arises for the Issuer, the Guarantors or the Dealer Managers to publish a prospectus for such offer. The
S-4

expression "Prospectus Directive" means Directive 2003/71/EC (as amended), and includes any relevant
implementing measure in the Member State.
The Bonds are not intended to be offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in the European Economic Area. For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of
Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of
Directive 2002/92/EC (as amended, the "Insurance Mediation Directive"), where that customer would not
qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified
investor as defined in the Prospectus Directive. Consequently no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Bonds or
otherwise making them available to retail investors in the European Economic Area has been prepared and
therefore offering or selling the Bonds or otherwise making them available to any retail investor in the
European Economic Area may be unlawful under the PRIIPs Regulation.
_______________________
NOTICE TO INVESTORS IN THE UNITED KINGDOM
This document is for distribution only to persons who (i) have professional experience in matters
relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within
Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial
Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or
inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and
Markets Act 2000 (the "FSMA")) in connection with the issue or sale of any bonds may otherwise lawfully be
communicated or caused to be communicated (all such persons together being referred to as "relevant
persons"). This document is directed only at relevant persons and must not be acted on or relied on by
persons who are not relevant persons. Any investment or investment activity to which this document relates is
available only to relevant persons and will be engaged in only with relevant persons.
S-5

DESCRIPTION OF BONDS
The following items under this heading "Description of Bonds" are the particular terms which relate to the
Bonds that are the subject of this Listing Final Terms.
1.
Series No.:
9
2.
Principal Amount:
U.S. $1,828,663,000

3.
Fungibility with other Bonds:
The Bonds will be fully fungible with the Issuer's
U.S. $1,500,000,000 principal amount of 6.350% Bonds due
2048 issued on February 12, 2018 pursuant to a concurrent
international capital markets offering.

4.
Issue Date:
February 12, 2018
5.
Form of Bonds:
Registered Bonds
The Bonds are to be issued pursuant to the indenture dated
January 27, 2009 (the "Indenture") between the Issuer and
Deutsche Bank Trust Company Americas (the "Trustee"), as
amended and 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
and authenticating agent, (ii) the second supplemental indenture
dated as of October 13, 2009 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 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 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 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, and (vii) the
seventh supplemental indenture dated as of June 14, 2016, among
the Issuer, the Trustee, Credit Suisse AG, as principal Swiss
paying and authenticating agent, and UBS AG, as an additional
Swiss paying agent.
6.
Authorized Denomination(s):
U.S. $10,000 and integral multiples of U.S. $1,000 in excess
thereof
7.
Specified Currency:
U.S. dollars
8.
Stated Maturity Date:
February 12, 2048
9.
Interest Basis:
Fixed Rate Bonds
10.
Interest Commencement Date (if

different from the Issue Date):
N/A
S-6

11.
Fixed Rate Bonds:

(a)
Interest Rate:
6.350% per annum, payable semi-annually in arrears

(b)
Interest Payment Date(s):
February 12 and August 12 of each year, commencing on
August 12, 2018

(c)
Fixed Rate Day Count

Fraction:
30/360
12.
Discount Bonds:
No
13.
Redemption at the Option of the Issuer
(Other than Tax Redemption):
The Issuer will have the right at its option to redeem the Bonds,
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, if any, on the principal amount of the Bonds to
be redeemed 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
Bonds to be redeemed (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 applicable Treasury Rate plus 50 basis points over
(ii) the principal amount of such Bonds.

"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 Bonds 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 Bonds.

"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 each of BNP Paribas
Securities Corp., Citigroup Global Markets Inc. and Merrill
Lynch, Pierce, Fenner & Smith Incorporated, 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-7

"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.
14.
Repayment at the Option of the

Holders:
No
15.
Indexed Bonds:
No
16.
Registration Rights; Exchange Offer:
Pursuant to an exchange and registration rights agreement to be
entered into among the Issuer and the Dealer 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 its
Exchange Offer to exchange the Bonds for new 6.350% bonds
due 2048 of the Issuer ("Exchange Bonds") with terms
substantially identical to the Bonds (subject to certain
exceptions), on or before September 30, 2018, (b) have such
registration statement declared effective under the Securities Act
on or before March 1, 2019 and (c) consummate the Exchange
Offer on or before April 5, 2019. 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
with the Commission a "shelf" registration statement covering
resales of the Bonds by the holders thereof; provided that the
Issuer shall not be required to file a "shelf" registration statement
during any period prior to August 1 or after September 30 of any
calendar year. With respect to any Bonds, if a Registration
Default (as defined herein) relating to the filing or declaration of
effectiveness of a registration statement or the related Exchange
Offer occurs, the per annum interest rate on all outstanding Bonds
or, in the case of all other Registration Defaults, the per annum
interest rate on the Bonds to which such Registration Default
relates, will increase by 0.25% per annum with respect to each
90-day period during the existence of such failure, until all
Registration Defaults are cured, up to an aggregate maximum of
1.00% per annum over the interest rate shown on the cover page
of this Listing Final Terms; provided that any such additional
interest on the Bonds will cease to accrue on the later of (i) the
date on which such Bonds become freely transferable pursuant to
Rule 144 under the Securities Act and (ii) the date on which the
Barclays Capital Inc. U.S. Aggregate Bond Index is modified to
permit the inclusion of freely transferable securities that have not
been registered with the Commission. See "Exchange Offer;
Registration Rights" below.
17.
Additional Provisions Relating to the

Bonds:
The Issuer reserves the right to increase the size of the issue of
the Bonds, or from time to time, without the consent of the
holders of the Bonds, create and issue further securities having
substantially the same terms and conditions thereof, except for
the Issue Price, Issue Date and amount of the first payment of
S-8

interest, which additional securities may be consolidated and
form a single series with the Bonds; 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
Bonds have on the date of issue of such additional securities.

18.
Ranking of the Bonds and Guaranties: The payment obligations of the Issuer under the Bonds, and the
payment obligations of the Guarantors under their respective
guaranties of the Bonds, 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
19.
Listing/Trading:
Listing: Luxembourg Stock Exchange
Trading: Euro MTF Market of the Luxembourg Stock Exchange
20.
Syndicated:
Yes
21.
Dealer Managers:
Citigroup Global Markets Inc.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
22.
Listing Agent:
Banque Internationale à Luxembourg S.A.
23.
Provisions for Registered Bonds:

(a) Rule 144A eligible:
Yes

(b) Regulation S Global Bond
Yes
deposited with or on behalf of

DTC:

(c) Restricted Global Bond deposited
Yes
with or on behalf of DTC:

(d) Regulation S Global Bond
No
deposited with Common

Depositary:

24.
Codes:

(a)
ISIN:
US71654QCJ94 (Restricted Global Bond)
USP78625DE05 (Regulation S Global Bond)

(b)
CUSIP:
71654Q CJ9 (Restricted Global Bond)
P78625 DE0 (Regulation S Global Bond)

25.
Use of Proceeds (if different from
N/A
Offering Circular):

26.
Further Information:
For purposes of this Listing Final Terms, all references in the
Offering Circular to "Bonds" shall be deemed to include, where
applicable, the Bonds described herein.
On June 16, 2017, the Issuer increased the aggregate amount of
securities that may be issued from time to time under the
S-9

Medium-Term Bonds Program, Series C, to
U.S. $92,000,000,000 from U.S. $72,000,000,000. All references
in the Offering Circular to "U.S. $72,000,000,000" shall be
deemed to be amended accordingly, as applicable.

S-10

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 Bonds for Exchange Bonds. Upon the effectiveness of the Exchange
Offer Registration Statement, the Issuer will offer to the holders of the Bonds who are able to make certain
representations the opportunity to exchange their Bonds for Exchange Bonds. The Exchange Bonds will have terms
identical to the Bonds, except that the Exchange Bonds will not contain (i) the restrictions on transfer that are
applicable to the Bonds or (ii) any provisions for additional interest.
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 to (a) file an Exchange Offer Registration
Statement with the Commission on or before September 30, 2018, (b) have the Exchange Offer Registration
Statement declared effective by the Commission on or before March 1, 2019, and (c) commence promptly the
Exchange Offer after such declaration of effectiveness and issue, on or before April 5, 2019, Exchange Bonds in
exchange for all Bonds tendered prior to the expiration of the Exchange Offer, and (ii) if obligated to file the Shelf
Registration Statement (as defined below) with the Commission, the Issuer will use its best efforts to file the Shelf
Registration Statement prior to the later of March 1, 2019 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, 2019, then the Issuer will file the
Shelf Registration Statement with the Commission on or before April 5, 2019 (but in no event prior to August 1 or
after September 30 of any calendar year). The Issuer will use its best efforts to keep such Shelf Registration
Statement continuously effective, supplemented and amended until the first anniversary of the effective date of the
Shelf Registration Statement or such shorter period that will terminate when all the Registrable Securities (as
defined below) covered by the Shelf Registration Statement have been sold pursuant thereto or may be sold pursuant
to Rule 144(d) under the Securities Act if held by a non-affiliate of the Issuer; provided that the Issuer shall not be
obligated to keep the Shelf Registration Statement effective, supplemented or amended during any period prior to
August 1 or after September 30 of any calendar year.
If (i) the Issuer is not permitted to file the Exchange Offer Registration Statement with the Commission 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, 2019, or (iii) any holder of Bonds 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
Bonds 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 Bonds acquired directly from the Issuer or an affiliate of the Issuer or (c) the
holders of a majority in aggregate principal amount of the Bonds may not resell the Exchange Bonds 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 to (1) file with the Commission a shelf registration statement (the "Shelf
Registration Statement") to cover resales of all Registrable Securities by the holders thereof and (2) 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 with the
Commission, or to cause a Shelf Registration Statement to remain effective, during any period prior to August 1 or
after September 30 of any calendar year. For purposes of the foregoing, "Registrable Securities" means each Bond
until (i) the date on which such Bond is exchanged by a person other than a broker-dealer for an Exchange Bond in
the Exchange Offer, (ii) following the exchange by a broker-dealer in the Exchange Offer of a Bond for an
Exchange Bond, the date on which such Exchange Bond 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 Bond is effectively registered
under the Securities Act and disposed of in accordance with a Shelf Registration Statement, (iv) the date on which
such Bond is freely transferable pursuant to Rule 144 under the Securities Act (or any similar provision then in
force, but not Rule 144A), (v) the date on which such Bond is otherwise transferred by the holder thereof and a new
Bond not bearing a legend restricting further transfer is delivered by the Issuer in exchange therefor or (vi) the date
on which such Bond ceases to be outstanding.
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