Obligation Pemex 6.75% ( US71654QCC42 ) en USD

Pemex

66.59 % ▲

Mexique

US71654QCC42 ( en USD )

6.75% par an ( paiement semestriel )

20/09/2047

Prospectus brochure de l'obligation Pemex US71654QCC42 en USD 6.75%, échéance 20/09/2047

71654QCC4

BBB ( Qualité moyenne inférieure )

B3 ( Très spéculatif )

21/09/2025 ( Dans 148 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 émise par Pemex ( Mexique ) , en USD, avec le code ISIN US71654QCC42, paye un coupon de 6.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 20/09/2047

L'Obligation émise par Pemex ( Mexique ) , en USD, avec le code ISIN US71654QCC42, a été notée B3 ( Très spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Pemex ( Mexique ) , en USD, avec le code ISIN US71654QCC42, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Luxembourg Listing Memorandum
Petróleos Mexicanos
U.S. $1,486,846,000 5.375% Notes due 2022 (ISIN No. US71654QCE08)
U.S. $986,171,000 Floating Rate Notes due 2022 (ISIN No. US71654QCF72)
U.S. $5,401,550,000 6.500% Notes due 2027 (ISIN No. US71654QCG55)
U.S. $2,011,387,000 6.750% Bonds due 2047 (ISIN No. US71654QCC42)

unconditionally guaranteed by

Pemex Exploration and Production
Pemex Industrial Transformation
Pemex Drilling and Services
Pemex Logistics
Pemex Cogeneration and Services

The payment of principal of and interest on the U.S. $1,486,846,000 5.375% Notes due 2022 (the "2022
fixed rate new securities"), U.S. $986,171,000 Floating Rate Notes due 2022 (the "2022 floating rate new
securities"), U.S. $5,401,550,000 6.500% Notes due 2027 (the "2027 new securities") and U.S. $2,011,387,000
6.750% Bonds due 2047 (the "2047 new securities" and, together with the 2022 fixed rate new securities, the 2022
floating rate new securities and the 2027 new securities, the "new securities") will be unconditionally and
irrevocably guaranteed jointly and severally by Pemex Exploración y Producción, Pemex Transformación
Industrial, Pemex Perforación y Servicios, Pemex Logística and Pemex Cogeneración y Servicios (each a
"guarantor" and, collectively, the "guarantors"), each of which is a productive state-owned entity of the Federal
Government of Mexico (the "Mexican Government") of the United Mexican States ("Mexico"). The new securities
are not obligations of, or guaranteed by, the Mexican Government. The new securities are subject to redemption
prior to maturity, as described under "Description of the Securities--Tax Redemption" and "--Redemption of the
Securities at the Option of the Issuer."
U.S. $ 1,486,846,000 principal amount of the 2022 fixed rate new securities, U.S. $986,171,000 principal
amount of the 2022 floating rate new securities, U.S. $5,401,550,000 principal amount of the 2027 new securities
and U.S. $2,011,387,000 principal amount of the 2047 new securities were issued by Petróleos Mexicanos (the
"issuer" and, together with the guarantors and their consolidated subsidiaries, "PEMEX"), a productive state-owned
company of the Mexican Government, on March 28, 2018 pursuant to exchange offers (the "Exchange Offers")
commenced by the issuer on February 22, 2018 that expired on March 23, 2018.
The issuer will pay interest on the 2022 fixed rate new securities on March 13 and September 13 of each
year. The first interest payment on the 2022 fixed rate new securities on September 13, 2018 will include interest
accrued from March 13, 2018. The 2022 fixed rate new securities will mature on March 13, 2022.
The issuer will pay interest on the 2022 floating rate new securities on March 11, June 11, September 11
and December 11 of each year. The 2022 floating rate new securities will accrue interest at a floating rate equal to
the three-month U.S. dollar LIBOR plus 3.650%. The first interest payment on the 2022 floating rate new securities
on June 11, 2018 will include interest accrued from March 11, 2018. The 2022 floating rate new securities will
mature on March 11, 2022.
The issuer will pay interest on the 2027 new securities on March 13 and September 13 of each year. The
first interest payment on the 2027 new securities on September 13, 2018 will include interest accrued from March
13, 2018. The 2027 new securities will mature on March 13, 2027.

The issuer will pay interest on the 2047 new securities on March 21 and September 21 of each year. The
first interest payment on the 2047 new securities on September 21, 2018 will include interest accrued from March
21, 2018. The 2047 new securities will mature on September 21, 2047.
The securities will contain provisions regarding acceleration and future modifications to their terms that
differ from those applicable to certain of the issuer and the guarantors' other outstanding public external
indebtedness issued prior to October 2004. Under these provisions, in certain circumstances, the issuer may amend
the payment and certain other provisions of the securities with the consent of the holders of 75% of the aggregate
principal amount of the securities.
Investing in the new securities involves certain risks. See "Risk Factors" beginning on page 10.
Application has been made to list the new securities on the Luxembourg Stock Exchange and for admission
of the new securities for trading on the Euro MTF market. Application to list any additional securities on the Euro
MTF market of the Luxembourg Stock Exchange will be undertaken through a separate listing memorandum. This
Listing Memorandum constitutes a "prospectus" for the purposes of Part IV of the Luxembourg Act dated 10 July
2005 on prospectuses for securities, as amended, and may be used only for the purposes for which it has been
published.
Neither the U.S. Securities and Exchange Commission (the SEC) nor any state securities commission
in the United States of America (the United States) has approved or disapproved the new securities to be
distributed in the Exchange Offers, nor have they determined that this Listing Memorandum is truthful and
complete. Any representation to the contrary is a criminal offense.
______________________________
April 17, 2018

ii

TABLE OF CONTENTS
Page
Available Information ................................................................................................................................... 1
Currency of Presentation ............................................................................................................................... 3
Presentation of Financial Information ........................................................................................................... 3
Summary ....................................................................................................................................................... 4
Selected Financial Data ................................................................................................................................. 9
Risk Factors ................................................................................................................................................ 10
Forward-Looking Statements ...................................................................................................................... 22
Use of Proceeds ........................................................................................................................................... 23
Ratio of Earnings to Fixed Charges ............................................................................................................ 24
Capitalization of PEMEX ........................................................................................................................... 25
Guarantors ................................................................................................................................................... 26
Description of the New Securities .............................................................................................................. 28
Book Entry; Delivery and Form.................................................................................................................. 49
Taxation ...................................................................................................................................................... 53
Plan of Distribution ..................................................................................................................................... 58
Public Official Documents and Statements ................................................................................................ 59
Responsible Persons .................................................................................................................................... 59
General Information .................................................................................................................................... 59

iii

Terms such as "we," "us" and "our" generally refer to Petróleos Mexicanos and its consolidated
subsidiaries, unless the context otherwise requires.
The information contained in this Listing Memorandum is the exclusive responsibility of the
issuer and the guarantors and has not been reviewed or authorized by the Comisión Nacional Bancaria y
de Valores (National Banking and Securities Commission of Mexico, or the "CNBV"). Petróleos
Mexicanos filed notices in respect of the offerings of the new securities with the CNBV at the time the
old securities (as defined in "Summary--Description of the New Securities--Securities listed" below) of
each series were issued. Such notices are a requirement under the Ley del Mercado de Valores (the
Securities Market Law) in connection with an offering of both the old securities and the new securities
outside of Mexico by a Mexican issuer. Such notices are solely for information purposes and do not
imply any certification as to the investment quality of the new securities or the solvency of the issuer or
the guarantors. The new securities have not been and will not be registered in the Registro Nacional de
Valores (National Securities Registry), maintained by the CNBV, and may not be offered or sold publicly
in Mexico.
This Listing Memorandum constitutes a "prospectus" for the purposes of Part IV of the
Luxembourg Act dated 10 July 2005 on prospectuses for securities, as amended, and may be used only
for the purposes for which it has been published.
We are responsible for the information contained in this Listing Memorandum. We have not
authorized anyone to give you any other information, and we take no responsibility for any other
information that others may give you. You should not assume that the information in this Listing
Memorandum is accurate as of any date other than the date on the front of the document.
AVAILABLE INFORMATION
We have filed a registration statement with the SEC on Form F-4 covering the new securities.
This Listing Memorandum does not contain all of the information included in the registration statement.
Any statement made in this Listing Memorandum concerning the contents of any contract, agreement or
other document is not necessarily complete. If we have filed any of those contracts, agreements or other
documents as an exhibit to the registration statement, you should read the exhibit for a more complete
understanding of the document or matter involved. Each statement regarding a contract, agreement or
other document is qualified in its entirety by reference to the actual document.
The SEC allows Petróleos Mexicanos to "incorporate by reference" information it files with the
SEC, which means that Petróleos Mexicanos can disclose important information to you by referring you
to those documents. The information incorporated by reference is considered to be part of this Listing
Memorandum, and later information filed with the SEC will update and supersede this information. The
following documents filed by the issuer with the SEC are incorporated by reference into this Listing
Memorandum and are available for viewing at the website of the Luxembourg Stock Exchange at
http://www.bourse.lu:
Petróleos Mexicanos' annual report on Form 20-F for the year ended December 31,
2016, filed with the SEC on Form 20-F on May 1, 2017 (the "Form 20-F");
the information under the heading "Note 19. Subsidiary Guarantor Information",
relating to the unaudited condensed consolidating financial information as of and for
the six-month period ended June 30, 2017 of Petróleos Mexicanos, the guarantors
and the non-guarantor subsidiaries, in Petróleos Mexicanos' report furnished to the
SEC on Form 6-K on September 29, 2017;

1

Petróleos Mexicanos' report relating to certain recent developments and our
unaudited condensed consolidated results as of and for the ninemonth period ended
September 30, 2017, which was furnished to the SEC on Form 6-K on February 1,
2018 (the "February 6-K");
an indenture, dated as of January 27, 2009, between Petróleos Mexicanos and
Deutsche Bank Trust Company Americas, as trustee (the "trustee"), as amended and
supplemented by (i) the first supplemental indenture, dated as of June 2, 2009,
entered into among the Issuer, the Trustee and Deutsche Bank AG, London Branch,
as international paying and authenticating agent, (ii) the second supplemental
indenture, dated as of October 13, 2009, entered into among the Issuer, the Trustee,
Credit Suisse AG, as principal Swiss paying and authenticating agent, and BNP
Paribas (Suisse) SA, as an additional Swiss paying agent, (iii) the third supplemental
indenture, dated as of April 10, 2012, entered into among the Issuer, the Trustee and
Credit Suisse AG, as Swiss paying and authenticating agent, (iv) the fourth
supplemental indenture, dated as of June 24, 2014, entered into between the Issuer
and the Trustee, (v) the fifth supplemental indenture, dated as of October 15, 2014,
entered into between the Issuer and the Trustee, (vi) the sixth supplemental indenture,
dated as of December 8, 2015, entered into among the Issuer, the Trustee, BNP
Paribas (Suisse) SA, as principal Swiss paying and authenticating agent, and Credit
Suisse AG, as an additional Swiss paying agent, (vii) the seventh supplemental
indenture, dated as of June 14, 2016, entered into among the Issuer, the Trustee,
Credit Suisse AG, as principal Swiss paying and authenticating agent, and UBS AG,
as an additional Swiss paying agent and (viii) the eighth supplemental indenture,
dated as of February 16, 2018, entered into between the Issuer and the Trustee (as
amended and supplemented, the "indenture");
the forms of the new securities of each series; and
all reports on Form 6-K that are designated in such reports as being incorporated into
this Listing Memorandum, filed with the SEC pursuant to Section 13(a), 13(c) or
15(d) of the U.S. Securities Exchange Act of 1934, as amended, and made available
for viewing at the website of the Luxembourg Stock Exchange at
http://www.bourse.lu after the date of this Listing Memorandum.
The information incorporated by reference is considered to be part of this Listing Memorandum.
You may read and copy the documents incorporated by reference at the SEC's public reference room in
Washington, D.C. You can request copies of these documents, upon payment of a duplicating fee, by
writing to the SEC's Public Reference Section at Judiciary Plaza, 100 F Street, N.E., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public
reference rooms. In addition, these documents are available to the public over the Internet at the SEC's
website at http://www.sec.gov under the name "Mexican Petroleum."
You may request a copy of any document that is incorporated by reference in this Listing
Memorandum, at no cost, by writing or telephoning Petróleos Mexicanos at: Relación con Inversionistas,
Petróleos Mexicanos, Avenida Marina Nacional No. 329, Colonia Verónica Anzures, Ciudad de México
11300, México, telephone (52-55) 1944-9700.
You may also obtain copies of these documents free of charge at the offices of the Luxembourg
listing agent, Banque Internationale à Luxembourg and at the office of Deutsche Bank Luxembourg S.A.
(in such capacity the "paying agent" and the "transfer agent") in Luxembourg.

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CURRENCY OF PRESENTATION
References in this Listing Memorandum to "U.S. dollars," "U.S. $," "dollars" or "$" are to the
lawful currency of the United States. References in this Listing Memorandum to "pesos" or "Ps." are to
the lawful currency of Mexico. We use the term "billion" in this Listing Memorandum to mean one
thousand million.
This Listing Memorandum contains translations of certain peso amounts into U.S. dollars at
specified rates solely for your convenience. You should not construe these translations as representations
that the peso amounts actually represent the actual U.S. dollar amounts or could be converted into U.S.
dollars at the rate indicated. Unless we indicate otherwise, the U.S. dollar amounts included herein have
been translated from pesos at an exchange rate of Ps. 18.1979 to U.S. $1.00, which is the exchange rate
that the Secretaría de Hacienda y Crédito Público (the Ministry of Finance and Public Credit, or the
SHCP) instructed us to use on September 30, 2017.
On March 30, 2018, the noon buying rate for cable transfers in New York reported by the Federal
Reserve Bank was Ps. 18.1676 = U.S. $1.00.
PRESENTATION OF FINANCIAL INFORMATION
The audited consolidated financial statements of Petróleos Mexicanos, productive state-owned
subsidiaries and subsidiary companies as of December 31, 2016, and 2015 and for the years ended
December 31, 2016, 2015 and 2014 are included in Item 18 of the Form 20-F incorporated by reference in
this Listing Memorandum. We refer to these financial statements as the "2016 financial statements."
These consolidated financial statements were prepared in accordance with International Financial
Reporting Standards as issued by the International Accounting Standards Board (IASB). We refer in this
document to "International Financial Reporting Standards as issued by the IASB" as IFRS. These
financial statements were audited in accordance with the International Standards on Auditing, as required
by the CNBV, and in accordance with the standards of the Public Company Accounting Oversight Board
(PCAOB) (United States) for purposes of filing with the SEC.
We have incorporated by reference in this Listing Memorandum the unaudited condensed
consolidated interim financial statements of Petróleos Mexicanos, productive state-owned subsidiaries
and subsidiary companies as of September 30, 2017 and for the three and ninemonth periods ended
September 30, 2017 and 2016 (which we refer to as the "September 2017 interim financial statements"),
which were not audited and were prepared in accordance with International Accounting Standard (IAS)
34 "Interim Financial Reporting" of IFRS.

3

SUMMARY
The following summary highlights selected information from this Listing Memorandum and may
not contain all of the information that is important to you. We encourage you to read this Listing
Memorandum in its entirety.
The Issuer
New Securities Listed
Petróleos Mexicanos is a productive
U.S. $1,486,846,000 aggregate
state-owned company of the Mexican
principal amount of 5.375% Notes
Government. The Federal Congress of Mexico
due 2022.
(the "Mexican Congress") established Petróleos
Mexicanos by decree on July 20, 1938. Its
U.S. $986,171,000 aggregate
operations are carried out through seven
principal amount of Floating Rate
principal subsidiary entities, which are Pemex
Notes due 2022.
Exploración y Producción (Pemex Exploration
and Production), Pemex Transformación
U.S. $5,401,550,000 aggregate
Industrial (Pemex Industrial Transformation),
principal amount of 6.500% Notes
Pemex Perforación y Servicios (Pemex Drilling
due 2027.
and Services), Pemex Logística (Pemex
Logistics), Pemex Cogeneración y Servicios
U.S. $2,011,387,000 aggregate
(Pemex Cogeneration and Services), Pemex
principal amount of 6.750% Bonds
Fertilizantes (Pemex Fertilizers) and Pemex
due 2047.
Etileno (Pemex Ethylene). Petróleos Mexicanos
and each of the subsidiary entities is a public-
The issuer issued U.S. $1,486,846,000
sector entity of Mexico empowered to own
principal amount of the 2022 fixed rate new
property and carry on business in its own name.
securities, U.S. $986,171,000 principal amount
In addition, a number of subsidiary companies
of the 2022 floating rate new securities,
are incorporated into the consolidated financial
U.S. $5,401,550,000 principal amount of the
statements. We collectively refer to Petróleos
2027 new securities and U.S. $2,009,820,000
Mexicanos, the subsidiary entities and these
principal amount of the 2047 new securities on
subsidiary companies as "PEMEX," and
March 28, 2018, upon the consummation of its
together they comprise Mexico's state oil and
offers to exchange (the "SEC Registered
gas company.
Exchange Offers") up to U.S. $1,500,000,000 of
its 5.375% Notes due 2022 (ISIN Nos.
Description of the New Securities
US71656LBP58
(Rule
144A)
and
US71656MBP32 (Regulation S)), up to
Issuer
U.S. $1,000,000,000 of its Floating Rate Notes
due 2022 (ISIN Nos. US71656LBN01 (Rule
Petróleos Mexicanos.
144A) and US71656MBN83 (Regulation S)), up
to U.S. $5,500,000,000 of its 6.500% Notes due
Guarantors
2027
(ISIN
Nos.
US71656LBQ32,
US71656LBS97 (Rule 144A), US71656MBK45
Pemex Exploration and Production,
(Regulation
S

Temporary)
and
Pemex Industrial Transformation, Pemex
US71656MBQ15 (Regulation S Permanent))
Drilling and Services, Pemex Logistics and
and up to U.S. $2,500,000,000 of its 6.750%
Pemex Cogeneration and Services will jointly
Bonds due 2047 (ISIN Nos. US71656LBT70
and severally unconditionally guarantee the
(Rule 144A), US71656MBT53 (Regulation S
payment of principal and interest on the new
Temporary) and US71656MBM01 (Regulation
securities.
S Permanent)). The issuer issued an additional
U.S. $1,567,000 principal amount of the 2047

4

new securities on March 28, 2018 upon the
2022 fixed rate new securities
consummation of its offer to exchange (the
mature on March 13, 2022.
"3(a)(9) Exchange Offer" and, together with the
SEC Registered Exchange Offers, the
2022 floating rate new securities
"Exchange Offers") up to U.S. $1,567,000 of its
mature on March 11, 2022.
6.750% Bonds due 2047 (ISIN Nos.
US71656LBM28
(Rule
144A)
and
2027 new securities mature on
US71656MBM01 (Regulation S)). We refer to
March 13, 2027.
the outstanding 5.375% Notes due 2022,
Floating Rate Notes due 2022, 6.500% Notes
2047 new securities mature on
due 2027 and 6.750% Bonds due 2047 as the
September 21, 2047.
"2022 fixed rate old securities," the "2022
floating rate old securities," the "2027 old
Interest Payment Dates
securities" and the "2047 old securities,"
respectively, and together as the "old securities."
For the 2022 fixed rate new
The form and terms of each series of securities
securities, March 13 and
are the same as the form and terms of the
September 13 of each year.
corresponding series of old securities already
listed on the Euro MTF market, except that:
For the 2022 floating rate new
securities, March 11, June 11,
the new securities described in this
September 11 and December 11
Listing Memorandum will not bear
of each year.
legends restricting their transfer;
For the 2027 new securities,
holders of the new securities described
March 13 and September 13 of
in this Listing Memorandum will not be
each year.
entitled to some of the benefits of the
exchange and registration rights
For the 2047 new securities,
agreements that we entered into when
March 21 and September 21 of
we issued the old securities; and
each year.
we did not issue the new securities
Consolidation with Other Securities
under our medium-term note program.
The U.S. $2,011,387,000 principal
The new securities described in this
amount of the 2047 exchange offer securities
Listing Memorandum evidence the same debt as
that we issued on March 28, 2018 upon the
the old securities.
consummation of the Exchange Offers have
been consolidated to form a single series with,
Maturity Dates
and are fully fungible with, (i) the
U.S. $3,498,433,000 principal amount of our
The new securities will be redeemed at
outstanding 6.750% Bonds due 2047 that we
par on their respective maturity dates.
issued pursuant to the exchange offers that we

completed in February 2017 and (ii) the U.S.
$486,563,000 principal amount of our
outstanding 6.750% Bonds due 2047 that were
previously outstanding.
Further Issues
We may, without your consent, increase
the size of the issue of any series of securities or

5

create and issue additional securities with either
new securities, the 2027 new securities or the
the same terms and conditions or the same
2047 new securities, in whole or in part, at any
except for the issue price, the issue date and the
time or from time to time prior to their maturity,
amount of the first payment of interest; provided
at a redemption price equal to the principal
that such additional securities do not have, for
amount thereof, plus the Make-Whole Amount
the purpose of U.S. federal income taxation, a
(as defined under "Description of the New
greater amount of original issue discount than
Securities--Redemption of the New Securities
the affected securities have as of the date of the
at the Option of the Issuer"), plus accrued
issue of the additional securities. These
interest on the principal amount of the applicable
additional securities may be consolidated to
series of the securities to the date of redemption.
form a single series with the corresponding
securities.
Ranking of the New Securities and the
Guaranties
Withholding Tax; Additional Amounts
The new securities:
We will make all principal and interest
payments on the new securities without any
are our direct, unsecured and
withholding or deduction for Mexican
unsubordinated public external
withholding taxes, unless we are required by law
indebtedness, and
to do so. In some cases where we are obliged to
withhold or deduct a portion of the payment, we
will rank equally in right of
will pay additional amounts so that you will
payment with each other and
receive the amount that you would have received
with all our existing and future
had no tax been withheld or deducted. For a
unsecured and unsubordinated
description of when you would be entitled to
public external indebtedness.
receive additional amounts, see "Description of
the New Securities--Additional Amounts."
The guaranties of the new securities by
each of the guarantors constitute direct,
You should consult your tax advisor
unsecured and unsubordinated public external
about the tax consequences of an investment in
indebtedness of each guarantor, and rank pari
the new securities as they apply to your
passu with each other and with all other present
individual circumstances.
and future unsecured and unsubordinated public
external indebtedness of each of the guarantors.
Tax Redemption
These financial obligations include certain
financial leases outstanding as of December 31,
If, as a result of certain changes in
2014, which will, with respect to the assets
Mexican law, the issuer or any guarantor is
securing those financial leases, rank prior to the
obligated to pay additional amounts on interest
new securities and the guaranties.
payments on the new securities at a rate in
excess of 10% per year, then we may choose to
Negative Pledge
redeem those securities. If we redeem any
securities, we will pay 100% of their outstanding
None of the issuer or the guarantors or
principal amount, plus accrued and unpaid
their respective subsidiaries will create security
interest and any additional amounts payable up
interests in our crude oil or crude oil receivables
to the date of our redemption.
to secure any public external indebtedness.
However, we may enter into up to
Redemption of the New Securities at the
U.S. $4 billion of receivables financings and
Option of the Issuer
similar transactions in any year and up to
U.S. $12 billion of receivables financings and
The issuer may at its option redeem the 2022
similar transactions in the aggregate.
fixed rate new securities, the 2022 floating rate

6

We may pledge or grant security
Resale of New Securities
interests in any of our other assets or the assets
of the issuer or the guarantors to secure our
We believe that you may offer the new
debts. In addition, we may pledge oil or oil
securities for resale, resell them or otherwise
receivables to secure debts payable in pesos or
transfer them without compliance with the
debts that are different than the new securities,
registration and prospectus delivery provisions
such as commercial bank loans.
of the U.S. Securities Act of 1933, as amended
(the "Securities Act"), as long as:
Indenture
you are acquiring the new securities
The new securities were issued pursuant
in the ordinary course of your
to the indenture dated as of January 27, 2009, as
business;
supplemented.
you are not participating, do not
Trustee
intend to participate, and have no
arrangement or understanding with
Deutsche Bank Trust Company
any person to participate, in the
Americas.
distribution of the new securities;
and
Events of Default
you are not an "affiliate" of ours, as
The new securities and the indenture
defined under Rule 405 of the
under which the new securities were issued
Securities Act.
contain certain events of default. If an event of
default occurs and is continuing with respect to a
If any statement above is not true and
series of new securities, 20% of the holders of
you transfer any security without delivering a
the outstanding securities of that series can
prospectus meeting the requirements of the
require us to pay immediately the principal of
Securities Act or without an exemption from the
and interest on all those securities. For a
registration requirements of the Securities Act,
description of the events of default and their
you may incur liability under the Securities Act.
grace periods, you should read "Description of
We do not assume responsibility for or
the New Securities--Events of Default; Waiver
indemnify you against this liability.
and Notice."
If you are a broker-dealer and received
Collective Action Clauses
new securities for your own account in the
Exchange Offers, you must deliver a prospectus
The new securities contain provisions
meeting the requirements of the Securities Act in
regarding acceleration and future modifications
connection with any resale of those securities.
to their terms that differ from those applicable to
certain of the issuer's and the guarantors' other
Governing Law
outstanding public external indebtedness issued
prior to October 2004. Under these provisions,
The new securities and the indenture are
in certain circumstances, the issuer and the
governed by New York law, except that the laws
guarantors may amend the payment and certain
of Mexico will govern the authorization and
other provisions of any series of the new
execution of these documents by Petróleos
securities with the consent of the holders of 75%
Mexicanos.
of the aggregate principal amount of such
securities.
Use of Proceeds
We did not receive any cash proceeds
from the issuance of the new securities.

7