QuickLinks
 -- Click here to rapidly navigate through this document

 
 

Exhibit 4.4    
  



(ENGLISH
TRANSLATION) 


        TRANSFER
OF FUNDS AGREEMENT (THE "AGREEMENT"), BETWEEN THE FEDERAL GOVERNMENT, THROUGH THE MINISTRY OF FINANCE AND PUBLIC CREDIT, HEREINAFTER ("THE FEDERAL GOVERNMENT"), REPRESENTED BY
CARLOS GARCIA MORENO, DIRECTOR GENERAL OF PUBLIC CREDIT OF THE MINISTRY OF FINANCE AND PUBLIC CREDIT AND PEMEX PROJECT FUNDING MASTER TRUST (THE "MASTER TRUST"), REPRESENTED BY MR. MARTIN REED,
ASSISTANT VICE-PRESIDENT, ALSO PRESENT, PETROLEOS MEXICANOS ("PEMEX"), ACTING AS GUARANTOR AND REPRESENTED BY MR. JUAN JOSE DOMENE BERLANGA, CHIEF FINANCIAL OFFICER, TOGETHER IN AGREEMENT
WITH THE FOLLOWING BACKGROUNDS, STATEMENTS AND CLAUSES: 


BACKGROUND 


	I.
	On
November 10, 1998 the Master Trust was established through the execution of a Trust Agreement between The Bank of New York (New York Branch), The Bank of New York (Delaware
Branch) and PEMEX (hereinafter, the "Trust Agreement"), based on the recommendation provided by the Inter-secretarial Commission of Financing Costs in its agreement 98-XXXIX-3
dated October 14, 1998, with the goal to create a finance vehicle in the United States of America for the financing of projects by Petroleos Mexicanos (PEMEX), designated as
Long-Term Productive Infrastructure Projects ("PIDIREGAS");



	II.
	The
Federal Government has undertaken a series of credit agreements (collectively, the "Credit Agreements"), each identified in Annex I herein, that together will amortize a principal
amount of U.S. $694,302,779.44 (Six-hundred ninety-four million three hundred two thousand seven hundred seventy-nine and 44/100 United States Dollars), 704,020.19
(Seven hundred four thousand twenty and 19/100 Deutsche Marks) and 173,814,132.87 (One hundred seventy three million eight-hundred fourteen thousand one hundred thirty two and 87/100 Belgian Francs),
beginning on January 1, 2003, as described in Annex II. 


STATEMENTS 


	I.
	The
Federal Government, through its representative states the following:



	i.
	That
the Ministry of Finance and Public Credit is a dependency of the Centralized Federal Public Administration in accordance with Articles 1 and 2 of
the Organic Law of the Federal Public Administration.



	ii.
	That
according to Article 31 section V of the Organic Law of the Federal Public Administration, Article 4 section V and
Article 5 section III of the General Law of Public Debt, and Article 17 section VIII of the Internal Regulations of the Ministry of Finance and Public Credit, the Ministry
of Finance is authorized to enter into the present Agreement. 









	II.
	The
Master Trust, through its representative states the following:



	i.
	That
it is a business trust, duly incorporated according to the laws of the State of Delaware, United States of America; and



	ii.
	That
Mr. Martin Reed, in his role as Assistant Vice-President and according to Article 1 of the Trust Agreement, is fully
authorized to enter into this Agreement. 









	III.
	PEMEX,
through its representative states the following:



	i.
	That
it is a decentralized public entity of the Federal Public Administration, that it is a legal entity with its own assets and liabilities
(patrimonio), and that it governs itself according to the 








 



Organic Law of Petroleos Mexicanos and Subsidiary Entities, published in the Official Gazette of the Federation on July 16, 1992. 



	ii.
	That
the execution of this Agreement, as well as the performance by PEMEX of its obligations hereunder, does not constitute a violation of the Organic
Law of Petroleos Mexicanos and Subsidiary Entities or any other relevant legislation. 




        By
virtue of the above referenced, the parties agree to the following: 


CLAUSES 



	First.	 	The Federal Government agrees to provide the Master Trust the amount of U.S. $676,161,058 (Six hundred seventy-six million one hundred sixty-one thousand fifty eight and 00/100 United States Dollars), that will be
deposited in an account specified by the Master Trust with value date November 30, 2000 (the "value date"). As of the value date, as consideration for the transferred resources, the Master Trust agrees to carry out all payment obligations
belonging to the Federal Government established in the Credit Agreements specified in Annex I, according to the same terms and conditions established thereunder, with the understanding that the Federal Government will be in charge of the amortization
payments until December 31, 2002, as well as the payment of interests that correspond to such amounts.
	

Second.	
 	

Payments by the Master Trust will be made by wire transfer to the account specified in each Credit Agreement, for this purpose the General Bureau of Public Credit is hereby bound to provide the Master Trust with all information necessary to fulfill
its obligations.
	

Third.	
 	

The Master Trust is hereby bound to assign the resources referred to in the First Clause of this Agreement, to make payments related to the PIDIREGAS to be financed by the Master Trust.
	

Fourth.	
 	

The Master Trust may exercise, through the Federal Government, all rights established in the Credit Agreements beginning on January 1, 2003, including without limitation, all rights (if any) to i) prepay any loan before its stated maturity,
ii) grant or deny consent to assign any rights by the corresponding Creditor and iii) amend, modify or exempt the provisions of any Credit Agreement.
	

Fifth.	
 	

PEMEX hereby unconditionally and irrevocably appoints itself guarantor of the Master Trust, guaranteeing the total, complete and timely payment of each and all of the amounts due by the Master Trust under the present Agreement, including, without
limitation, principal, interest and all future indebtedness under the present Agreement. This is a guarantee of payment that will remain in full force and effect until all payment obligations of the Master Trust herein guaranteed are paid in full. In
accordance to applicable law, PEMEX waives all defenses of a guarantor, jointly liable debtor or surety that it could have rights to under the law or by other means.
	

Sixth.	
 	

For all purposes related to this Agreement, all notices and documentation should be addressed as follows:
	

 	
 	

THE FEDERAL GOVERNMENT

Attn: Director General de Crédito Público

Insurgentes Sur 826, Piso 9

Col. Del Valle, C.P. 03100

Delegación Benito Juárez
	
 	
 	

 



2





 

	

 	
 	

PEMEX PROJECT FUNDING MASTER TRUST

Attn: Corporate Trust Department

101 Barclay Street

Floor 21 West

New York, NY 10286
	

 	
 	

PETROLEOS MEXICANOS

Attn: Gerencia de Financiamientos y Análisis de Mercado

Av. Marina Nacional #329

Torre Ejecutiva, Piso 32

Col. Huasteca, C.P. 11311

Delegación Miguel Hidalgo
	

Seventh.	
 	

In the event of a possible dispute originating from the interpretation or the failure to carry out the present Agreement, the parties hereby submit to the jurisdiction of the Federal Courts with residence in the Federal District, for which reason,
hereby waive the jurisdiction to which any of them may be entitled due to their present or future place of residence or domicile, or through other legal means.





        IN
WITNESS WHEREOF, the parties have caused the present Agreement to be executed through their representatives in the City of Mexico, D.F., on November 24, 2000. 



	PEMEX PROJECT FUNDING MASTER TRUST	 	 
	

/s/  MARTIN REED      
 Martin Reed

Assistant Vice President

The Bank of New York	
 	

 
	

THE FEDERAL GOVERNMENT	
 	

 
	

/s/  CARLOS GARCÍA MORENO      
 Carlos García Moreno

Director General of Public Credit

Ministry of Finance and Public Credit	
 	

 
	

PETROLEOS MEXICANOS	
 	

 
	

/s/  JUAN JOSÉ DOMENE BERLANGA      
 Juan José Domene Berlanga

Chief Financial Officer

Petróleos Mexicanos	
 	

 




3








ANNEX I 


	I.
	Combined
Multi-Year Restructure Agreement dated as of February 4, 1990. Original Obligor: Banco Mexicano Somex, S.N.C.



	II.
	Combined
Multi-Year Restructure Agreement dated as of February 4, 1990. Original Obligor: Banco Nacional de Crédito
Rural, S.N.C.



	III.
	Combined
Multi-Year Restructure Agreement dated as of February 4, 1990. Original Obligor: Financiera Nacional Azucarera, S.N.C.



	IV.
	Combined
Multi-Year Restructure Agreement dated as of February 4, 1990 for the United Mexican States as Obligor.



	V.
	Combined
 Old New Money Agreement dated as of February 4,1990.



	VI.
	1990
Amendment dated as of February 4, 1990 to U.S.$5,000,000,000 Credit Agreement dated as of March 3, 1983 (as previously amended, the
"1983 Money Agreement").



	VII.
	1990
Amendment dated as of February 4, 1990 to U.S.$3,800,000,000 Credit Agreement dated as of April 27, 1984 (as previously amended, the
"1984 Money Agreement"). 








	ANNEX II
 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	Amortizations per year

	Contact Name
 
	 	 
	 	 
	 	Type of

Interest
	 	Amount at the end of

September 2000
	 	Amortization

from January 1, 2003

and beyond

	 	Tranche
	 	Currency
	 	2003
	 	2004
	 	2005
	 	2006

	MYRA SOMEX(1)	 	First Tranche Principal Payment

First Tranche Principal Payment

Second Tranche Principal Payment

Second Trance Principal Payment

Other Credits

Other Credits	 	USD

USD

USD

USD

USD

USD	 	Libor

Domestic

Libor

Domestic

Libor

Domestic	 	14,625,530.88

1,761,010.61

40,085,786.88

4,533,067.34

35,234,453.67

5,500,384.78	 	8,932,212.91

1,075,497.49

24,504,679.17

2,771,090.94

22,046,344.72

3,441,613.71	 	2,854,224.50

343,667.50

7,812,032.89

883,417.13

7,191,721.64

1,122,686.23	 	3,038,994.21

365,914.99

8,348,478.76

944,080.67

7,392,543.90

1,154,036.23	 	1,519,497.10

182,957.50

4,172,083.75

471,796.57

3,731,039.59

582,445.63	 	1,519,497.10

182,957.50

4,172,083.77

471,796.57

3,731,039.59

582,445.62
	MYRA BANRURAL(2)	 	First Tranche Principal Payment

First Tranche Principal Payment

Second Tranche Principal Payment

Second Trance Principal Payment

Other Credits

First Tranche Principal Payment

Second Tranche Principal Payment	 	USD

USD

USD

USD

USD

DEM

DEM	 	Libor

Domestic

Libor

Domestic

Libor

Libor

Libor	 	30,837,677.40

320,183.75

80,711,033.47

976,278.77

48,582,946.22

150,086.78

457,629.99	 	18,833,415.52

195,545.00

49,339,133.26

596,805.00

30,398,552.22

91,662.11

279,751.93	 	6,018,082.69

62,485.00

15,729,197.22

190,260.00

9,916,289.00

29,289.96

89,184.24	 	5,407,666.42

66,530.00

16,809,308.27

203,325.00

10,193,192.33

31,186.07

95,308.45	 	3,203,833.21

33,265.00

8,400,313.86

101,610.00

5,144,535.45

15,593.04

47,629.62	 	3,203,833.20

33,265.00

8,400,313.91

101,610.00

5,144,535.44

15,593.04

47,629.62
	MYRA FINASA(3)	 	First Tranche Principal Payment

Second Tranche Principal Payment

Other Credits	 	USD

USD

USD	 	Libor

Libor

Libor	 	3,101,299.20

10,257,886.23

53,978,777.71	 	1,894,048.50

6,270,706.67

33,774,746.50	 	605,229.61

1,999,086.23

11,017,634.81	 	644,409.45

2,136,361.84

11,325,292.22	 	322,204.72

1,067,629.30

5,715,909.74	 	322,204.72

1,067,629.30

5,715,909.73
	MYRA CHASE MANHATTAN(4)	 	First Tranche Principal Payment

Second Tranche Principal Payment

Second Tranche Principal Payment

Other Credits

Other Credits

Other Credits

First Tranche Principal Payment

Second Tranche Principal Payment

Other Credits	 	USD

USD

USD

USD

USD

DEM

BEF

BEF

BEF	 	Libor

Libor

Domestic

Libor

Domestic

Libor

Domestic

Domestic

Domestic	 	49,738,002.90

134,266,891.25

17,529.87

148,330,540.97

1,357,989.83

299,882.62

12,393,219.00

37,788,419.00

126,355,989.00	 	30,376,362.77

82,078,146.63

10,716.11

92,811,038.56

849,699.90

187,637.81

7,568,878.81

23,100,284.56

79,061,469.68	 	9,706,548.58

26,166,316.07

3,416.27

30,275,819.53

277,179.97

61,209.19

2,418,580.88

7,364,315.25

25,790,582.94	 	10,334,907.10

27,963,135.50

3,650.86

31,121,244.17

284,919.97

62,918.40

2,575,148.97

7,870,016.73

26,510,761.44	 	5,167,453.55

13,974,347.49

1,824.49

15,706,987.44

143,799.98

31,755.11

1,287,574.48

3,932,976.28

13,380,062.66	 	5,167,453.54

13,974,347.57

1,824.49

15,706,987.42

143,799.98

31,755.11

1,287,574.48

3,932,976.30

13,380,062.64
	COMBINED OLD NEW MONEY AGREEMENT(5)	 	n/a

n/a

n/a

n/a	 	USD

USD

DEM

BEF	 	Libor

Domestic

Libor

Domestic	 	563,221,407.94

5,272,432.46

289,936.83

128,166,995.24	 	281,121,869.32

2,636,216.27

144,968.34

64,083,499.82	 	125,377,572.72

1,171,651.64

64,430.44

28,481,553.52	 	125,377,572.72

1,171,651.64

64,430.44

28,481,553.52	 	30,366,723.88

292,912.99

16,107.46

7,120,392.78	 	0.00

0.00

0.00

0.00
	FACILITY ONE (PARALLEL NEW MONEY)(5)	 	n/a	 	USD	 	Libor	 	617.82	 	395.43	 	96.84	 	98.84	 	197.75	 	0.00
	5.0 BILLION USD(6)	 	n/a	 	USD	 	Domestic	 	367,713.42	 	183,856.74	 	81,714.06	 	81,714.06	 	20,428.56	 	0.00
	3.8 BILLION USD(7)	 	n/a	 	USD	 	Libor	 	320,172.16	 	160,086.10	 	71,149.36	 	71,149.36	 	17,787.38	 	0.00
	SUBTOTAL USD (American Dollars)	 	 	 	 	 	 	 	1,233,399,615.53	 	694,302,779.44	 	258,877,481.51	 	265,440,178.53	 	100,341,584.95	 	69,643,534.45
	SUBTOTAL DEM (Deutsche Marks)	 	 	 	 	 	 	 	1,197,536.22	 	704,020.19	 	244,113.83	 	253,843.36	 	111,085.23	 	94,977.77
	SUBTOTAL BEF (Belgian Francs)	 	 	 	 	 	 	 	304,704,622.24	 	173,814,132.87	 	64,055,032.59	 	65,437,480.68	 	25,721,006.20	 	18,600,613.42






	(1)
	Combined
Multi-Year Restructure Agreement dated as of February 4, 1990. Original Obligor: Banco Mexicano Somex, S.N.C.



	(2)
	Combined
Multi-Year Restructure Agreement dated as of February 4, 1990. Original Obligor: Banco Nacional de Crdito Rural, S.N.C.



	(3)
	Combined
Multi-Year Restructure Agreement dated as of February 4, 1990. Original Obligor: Financiera Nacional Azucarera, S.N.C.



	(4)
	Combined
Multi-Year Restructure Agreement dated as of February 4, 1990 for the United Mexican States as Obligor.



	(5)
	Combined
Old New Money Agreement dated as of February 4, 1990.



	(6)
	1990
Amendment dated as of February 4, 1990 to U.S.$5,000,000,000 Credit Agreement dated as of March 3, 1983 (as previously amended, the "1983 Money Agreement").



	(7)
	1990
Amendment dated as of February 4, 1990 to U.S.$3,800,000,000 Credit Agreement dated as of April 27, 1984 (as previously amended, the "1984 Money Agreement"). 









QuickLinks



Exhibit 4.4