Obligation Pemex 6.7% ( US71643VAA35 ) en USD

Pemex

78.25 % ⇌

Mexique

US71643VAA35 ( en USD )

6.7% par an ( paiement semestriel )

16/02/2032

Prospectus brochure de l'obligation Pemex US71643VAA35 en USD 6.7%, échéance 16/02/2032

71643VAA3

BBB ( Qualité moyenne inférieure )

B3 ( Très spéculatif )

16/08/2025 ( Dans 112 jours )

Petróleos Mexicanos (PEMEX) est une entreprise publique mexicaine, l'une des plus grandes compagnies pétrolières et gazières au monde, jouant un rôle crucial dans l'économie du Mexique.

L'obligation mexicaine émise par Pemex (ISIN : US71643VAA35, CUSIP : 71643VAA3) à un taux d'intérêt de 6,7%, échéant le 16 février 2032, avec un paiement semestriel, est actuellement négociée à 78,25% de sa valeur nominale en USD et bénéficie d'une notation BBB de S&P et B3 de Moody's.

LISTING FINAL TERMS NO. 2
(To Offering Circular dated December 30, 2021)

Petróleos Mexicanos
(A Productive State-Owned Company of the Federal Government of the United Mexican States)
U.S. $5,813,567,000 6.700% Notes due 2032
Issued Under U.S. $112,000,000,000 Medium-Term Notes Program, Series C
jointly and severally guaranteed by
Pemex Exploración y Producción, Pemex Transformación Industrial and Pemex Logística,
and their respective successors and assignees

The payment of principal of and interest on the 6.700% Notes due 2032 (the "Notes") will be unconditionally and irrevocably guaranteed jointly and severally by Pemex
Exploración y Producción, Pemex Transformación Industrial and Pemex Logística, and their respective successors and assignees (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 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 productive state-owned company of the Mexican
Government, will pay interest on the Notes on February 16 and August 16 of each year, commencing on August 16, 2022. Unless previously redeemed or purchased and cancelled, the
Notes will mature on February 16, 2032. Principal on the Notes will be payable in three installments on February 16, 2030, February 16, 2031 and February 16, 2032, in accordance
with the amortization schedule set forth herein. 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 October 28, 2019, as supplemented on February
10, 2020 (the "Offering Circular"). In addition, prior to November 16, 2031 (the date that is three months prior to the stated maturity of the Notes) (the "Par Call Date"), the Issuer may
redeem the Notes in whole or in part, by paying the redemption price on the outstanding principal amount of the Notes to be redeemed as described in "Description of Notes--
Redemption at the option of the Issuer (other than tax redemption)," plus accrued interest. On or after the Par Call Date, the Notes are subject to redemption, in whole or in part, at par,
plus accrued interest, at the option of the Issuer. See "Description of Notes--Redemption at the option of the Issuer (other than tax redemption)" in this Listing Final 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. Solely for purposes of
listing the Notes on the Official List of the Luxembourg Stock Exchange and of having the Notes trade on the Euro MTF market of the Luxembourg Stock Exchange, the Issuer refers
you to the offering circular dated December 30, 2021.
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 Notes will be fully fungible with the Issuer's outstanding U.S. $1,000,000,000 principal amount of 6.700% Notes due 2032 issued on December 16, 2021 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 "A/B Exchange Offer") the Notes for A/B Exchange Notes (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 Notes.

Investing in the Notes involves risks. See "Risk Factors" beginning on page 13 of the Offering Circular.
______________
The Notes 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 Notes, see "Selling Restrictions" in this Listing Final Terms and "Notice to Investors" and "Offering and Sale" in the Offering Circular.
The Notes 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 "CNBV") and therefore may not be offered or sold publicly in Mexico. As required under the Ley del Mercado de Valores (Securities
Market Law), the Issuer will give notice to the CNBV of the characteristics of the offering of the Notes for informational purposes only. The delivery to, and receipt by, the
CNBV of such notice does not certify the investment quality of the Notes or the solvency of the Issuer or the Guarantors. The information contained in the Offering Circular
and this Listing Final Terms is the sole responsibility of the Issuer, and the CNBV has not reviewed or authorized the content of the Offering Circular or this Listing Final
Terms.
______________

Joint Dealer Managers

BofA Securities
Citigroup
Goldman Sachs & Co. LLC
HSBC

January 20, 2022

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 Notes") is 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 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. 2
Page
Description of Notes .................................................................................................................................... 5
A/B Exchange Offer; Registration Rights ................................................................................................. 10
Recent Developments ................................................................................................................................ 12
Taxation ..................................................................................................................................................... 13
Selling Restrictions .................................................................................................................................... 14
Validity of the Notes .................................................................................................................................. 19
General Information................................................................................................................................... 20

_______________________
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 Notes.

2

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 Notes 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 Note 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. $112,000,000,000 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 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 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 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 Notes. The distribution
of this Listing Final Terms and the Offering Circular and the offering of the Notes 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 Notes
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
Any distributor subject to Directive 2014/65/EU (as amended, "MiFID II") (for the purposes of this
paragraph, a "distributor") subsequently offering, selling or recommending the New Securities is responsible
for undertaking its own target market assessment in respect of the New Securities and determining the
appropriate distribution channels for the purposes of the MiFID II product governance rules under
Commission Delegated Directive (EU) 2017/593 (the "Delegated Directive"). Neither PEMEX nor any of the
Dealer Managers make any representations or warranties as to a Distributor's compliance with the Delegated
Directive.

3

_______________________
NOTICE TO INVESTORS IN THE UNITED KINGDOM
This Listing Final Terms is for distribution only to persons who (i) are outside the United Kingdom,
(ii) 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"), (iii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated
associations, and any other persons to whom it may be lawfully communicated") of the Financial Promotion
Order, (vi) are persons falling within Article 43 of the Financial Promotion Order (non-real time
communication by or on behalf of a body corporate to creditors of that body corporate, or (v) 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 securities
may otherwise lawfully be communicated or caused to be communicated (all such persons together being
referred to as "relevant persons"). This Listing Final Terms 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 Listing Final Terms relates is available only to relevant persons and will be engaged in only with
relevant persons.
Any distributor subject to the FCA Handbook Product Intervention and Product Governance
Sourcebook (the "UK MiFIR Product Governance Rules") (for the purposes of this paragraph, a
"distributor") subsequently offering, selling or recommending the Notes is responsible for undertaking its
own target market assessment in respect of the New Securities and determining the appropriate distribution
channels. Neither the Issuer nor any of the Dealer Managers make any representations or warranties as to a
distributor's compliance with the UK MiFIR Product Governance Rules.
No PRIIPs or UK PRIIPs key information document (KID) has been prepared as the Notes are not
available to retail investors in the EEA or in the UK.

4

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

2.
Principal Amount:
U.S. $5,813,567,000
3.
Fungibility with other Notes:
The Notes will be fully fungible with the Issuer's outstanding U.S.
$1,000,000,000 principal amount of 6.700% Notes due 2032 issued on

December 16, 2021 pursuant to a concurrent international capital markets
offering.

4.
Issue Date:
December 23, 2021
5.
Amortization:
Principal on the Notes will be repaid in three installments on February
16, 2030, February 16, 2031 and at maturity.

Principal payments shall be calculated as follows: the aggregate amount
of each principal payment on the Notes shall equal the principal amount
outstanding as of any principal payment date, divided by the number of
remaining principal installments from and including such principal
payment date to and including the maturity of the Notes. To the extent
necessary, principal payments may be rounded down to the nearest
whole number, with any difference being paid at maturity.

6.
Form of Notes:
Registered Notes
The Notes 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,
(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, (viii) the eighth supplemental indenture, dated as of
February 16, 2018, between the Issuer and the Trustee, and (ix) the ninth
supplemental indenture, dated as of June 4, 2018, among the Issuer, the
Trustee, BNP Paribas (Suisse) SA, as principal Swiss paying and
authenticating agent and UBS AG, as an additional Swiss paying agent.

7.
Authorized Denomination(s):
U.S. $10,000 and integral multiples of U.S. $1,000 in excess thereof

8.
Specified Currency:
U.S. dollars

5

9.
Stated Maturity Date:
February 16, 2032
10.
Interest Basis:
Fixed Rate Notes

11.
Interest Commencement Date

(if different from the Issue
N/A
Date):
12.
Fixed Rate Notes:

(a)
Interest Rate:
6.700% per annum, payable semi-annually in arrears

(b)
Interest Payment Date(s): February 16 and August 16 of each year, commencing on August 16,
2022

(c)
Fixed Rate Day Count

Fraction:
30/360

13.
Discount Notes:
No

14.
Redemption at the Option of
Prior to the Par Call Date, the Issuer may redeem the Notes at its option,
the Issuer (Other than Tax
in whole or in part, at any time and from time to time, at a redemption
Redemption):
price (expressed as a percentage of principal amount and rounded to
three decimal places) equal to the greater of:

(1) (a) the sum of the present values of the remaining scheduled
payments of principal and interest on the Notes being redeemed
discounted to the redemption date (assuming the notes matured on
the Par Call 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 less (b) interest accrued to the date of redemption, and

(2) 100% of the principal amount of the Notes to be redeemed,

plus, in either case, accrued and unpaid interest thereon to the
redemption date.

On or after the Par Call Date, the Issuer may redeem the Notes, in whole
or in part, at any time and from time to time, at a redemption price equal
to 100% of the principal amount of the Notes being redeemed plus
accrued and unpaid interest thereon to the redemption date.

"Treasury Rate" means, with respect to any redemption date, the yield
determined by the Issuer in accordance with the following two
paragraphs.

The Treasury Rate shall be determined by the Issuer after 4:15 p.m.,
New York City time (or after such time as yields on U.S. government
securities are posted daily by the Board of Governors of the Federal
Reserve System), on the third business day preceding the redemption
date based upon the yield or yields for the most recent day that appear
after such time on such day in the most recent statistical release
published by the Board of Governors of the Federal Reserve System
designated as "Selected Interest Rates (Daily) - H.15" (or any successor
designation or publication) ("H.15") under the caption "U.S.
government securitiesTreasury constant maturitiesNominal" (or any
successor caption or heading). In determining the Treasury Rate, the
Issuer shall select, as applicable: (1) the yield for the Treasury constant
maturity on H.15 exactly equal to the period (the "Remaining Life")
from the redemption date to the date that reflects the remaining
6

weighted average life of the Notes (assuming the last amortization
payment on the Notes is made on the Par Call Date) (the "WAL Date") ;
or (2) if there is no such Treasury constant maturity on H.15 exactly
equal to the Remaining Life, the two yields one yield corresponding to
the Treasury constant maturity on H.15 immediately shorter than and
one yield corresponding to the Treasury constant maturity on H.15
immediately longer than the Remaining Life and shall interpolate to
the WAL Date on a straight-line basis (using the actual number of days)
using such yields and rounding the result to three decimal places; or (3)
if there is no such Treasury constant maturity on H.15 shorter than or
longer than the Remaining Life, the yield for the single Treasury
constant maturity on H.15 closest to the Remaining Life. For purposes
of this paragraph, the applicable Treasury constant maturity or
maturities on H.15 shall be deemed to have a maturity date equal to the
relevant number of months or years, as applicable, of such Treasury
constant maturity from the redemption date.

If on the third business day preceding the redemption date H.15 or any
successor designation or publication is no longer published, the Issuer
shall calculate the Treasury Rate based on the rate per annum equal to
the semi-annual equivalent yield to maturity at 11:00 a.m., New York
City time, on the second business day preceding such redemption date of
the United States Treasury security maturing on, or with a maturity that
is closest to, the WAL Date, as applicable. If there is no United States
Treasury security maturing on the WAL Date but there are two or more
United States Treasury securities with a maturity date equally distant
from the WAL Date, one with a maturity date preceding the WAL Date
and one with a maturity date following the WAL Date, the Issuer shall
select the United States Treasury security with a maturity date preceding
the WAL Date. If there are two or more United States Treasury
securities maturing on the WAL Date or two or more United States
Treasury securities meeting the criteria of the preceding sentence, the
Issuer shall select from among these two or more United States Treasury
securities the United States Treasury security that is trading closest to
par based upon the average of the bid and asked prices for such United
States Treasury securities at 11:00 a.m., New York City time. In
determining the Treasury Rate in accordance with the terms of this and
the preceding paragraphs, the semi-annual yield to maturity of the
applicable United States Treasury security shall be based upon the
average of the bid and asked prices (expressed as a percentage of
principal amount) at 11:00 a.m., New York City time, of such United
States Treasury security, and rounded to three decimal places.

15.
Repayment at the Option of the

Holders:
No

16.
Indexed Notes:
No

17.
Registration Rights; A/B
Pursuant to an exchange and registration rights agreement to be entered
Exchange Offer:
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 (the "A/B Exchange Offer") to
exchange the Notes for new 6.700% notes due 2032 of the Issuer (" A/B
Exchange Notes") with terms substantially identical to the Notes
(subject to certain exceptions), on or before September 30, 2022, (b)
have such registration statement declared effective under the Securities
Act on or before March 1, 2023 and (c) consummate the A/B Exchange
Offer on or before April 5, 2023. In the event that applicable law,
7

regulation or policy of the Commission does not allow the
consummation of the A/B 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
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 herein) relating to the
filing or declaration of effectiveness of a registration statement or the
related A/B 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 interest rate shown on the cover page of this Listing Final
Terms; provided that any such additional interest on the Notes will cease
to accrue on the later of (i) the date on which such Notes 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 "A/B Exchange
Offer; Registration Rights" below.

18.
Additional Provisions Relating
The Issuer reserves the right to increase the size of the issue of the
to the Notes:
Notes, or from time to time, without the consent of the holders of the
Notes, create and issue further securities having substantially the same
terms and conditions thereof, except for the Issue Price, Issue Date and
amount of the first payment of interest, which additional securities may
be consolidated and form a single series with the 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 and
The payment obligations of the Issuer under the Notes, and the payment
Guaranties:
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:

Dealer Managers:
BofA Securities, Inc.
Citigroup Global Markets Inc.
Goldman Sachs & Co. LLC
HSBC Securities (USA) Inc.

23.
Listing Agent:
Banque Internationale à Luxembourg S.A.

8

24.
Provisions for Registered

Notes:

(a) Rule 144A eligible:
Yes

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

of DTC:

(c) Restricted Global Note
Yes
deposited with or on behalf

of DTC:

(d) Regulation S Global Note
No
deposited with Common

Depositary:

25.
Codes:

(a) Common Code:
242285999 (Restricted Global Note)
242286006 (Regulation S Global Note)

(b) ISIN:
US71643VAA35 (Restricted Global Note)
USP8000UAA71 (after 40-day distribution compliance period)
(Regulation S Global Note)
USP8000UAB54 (during 40-day distribution compliance period)
(Regulation S Global Note)

(c) CUSIP:
71643V AA3 (Restricted Global Note)
P8000U AA7 (after 40-day distribution compliance period)
(Regulation S Global Note)
P8000UAB5 (during 40-day distribution compliance period)
(Regulation S Global Note)

26.
Use of Proceeds (if different
N/A
from Offering Circular):

27.
Further Information:
For purposes of this Listing Final Terms, all references in the Offering
Circular to "Notes" shall be deemed to include, where applicable, the
Notes described herein.

9

A/B 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 A/B Exchange Notes. Upon the effectiveness of the Exchange
Offer Registration Statement, the Issuer will offer to the holders of the Notes who are able to make certain
representations the opportunity to exchange their Notes for A/B Exchange Notes. The A/B Exchange Notes will
have terms identical to the Notes, except that the A/B Exchange Notes will not contain (i) the restrictions on transfer
that are applicable to the Notes or (ii) any provisions for additional interest.
The Registration Rights Agreement will provide that: (i) unless the A/B 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, 2022, (b) have the Exchange Offer
Registration Statement declared effective by the Commission on or before March 1, 2023, and (c) commence
promptly the A/B Exchange Offer after such declaration of effectiveness and issue, on or before April 5, 2023, A/B
Exchange Notes in exchange for all Notes tendered prior to the expiration of the A/B 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, 2023 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 A/B Exchange Offer on or before April 5, 2023,
then the Issuer will file the Shelf Registration Statement with the Commission on or before April 5, 2023 (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 A/B Exchange Offer because the A/B Exchange Offer is not permitted by applicable law or
Commission policy, (ii) the A/B Exchange Offer is not consummated by April 5, 2023, 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 A/B Exchange Notes acquired by it in the A/B 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 A/B
Exchange Notes acquired by them in the A/B 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 Note until (i) the date on which such Note is exchanged by a person other than
a broker-dealer for an A/B Exchange Note in the A/B Exchange Offer, (ii) following the exchange by a broker-
dealer in the A/B Exchange Offer of a Note for an A/B Exchange Note, the date on which such A/B 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 Rule 144A), (v) the date on which
such Note is otherwise transferred by the holder thereof and a new Note not bearing a legend restricting further
transfer is delivered by the Issuer in exchange therefor or (vi) the date on which such Note ceases to be outstanding.
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