QuickLinks
 -- Click here to rapidly navigate through this document

 
 

EXHIBIT 4.5    
  



        The issue of the Guaranty of this Note was approved by the Ministry of Finance and Public Credit of Mexico on December 3, 2002 pursuant to Official
Communication No. 305-I.2.1-1490 and has been given Registration No. 57-2000-FPG. 


        UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, 55 WATER STREET, NEW YORK, NEW YORK 10004, A NEW YORK CORPORATION ("DTC"), TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE OR ANY PORTION HEREOF IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CEDE & CO. (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF CEDE & CO.), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 


        THIS
NOTE IS A U.S. GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER. THIS NOTE MAY NOT BE EXCHANGED, IN WHOLE OR IN PART, FOR A NOTE REGISTERED IN THE NAME OF
ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF EXCEPT IN THE LIMITED CIRCUMSTANCES SET FORTH IN SECTION 3.05(a) OF THE INDENTURE. 






  



 
 

PEMEX PROJECT FUNDING MASTER TRUST
  MEDIUM-TERM NOTES, SERIES A
  Due from 1 Year to 30 Years from Date of Issue    
  


 
 

Unconditionally Guaranteed by
  PETROLEOS MEXICANOS
  (A Decentralized Public Entity of the
  Federal Government of the United Mexican States)    




 
 

U.S. $1,000,000,000
  7.375% Notes due 2014    
  



REGISTERED 


NO.
R-[    ] 


        The
following summary of terms is subject to the information set forth on the reverse hereof and Schedule I hereto. 



	PRINCIPAL AMOUNT:	 	U.S. $[ ]	 	 
	

SPECIFIED CURRENCY:	
 	

U.S. dollars ("U.S. $" or "$")	
 	

 
	

STATED MATURITY:	
 	

December 15, 2014	
 	

 
	

ISSUE DATE:	
 	

[    ], 2003	
 	

 
	

CUSIP NO.:	
 	

706451 AH 4	
 	

 
	

INTEREST PAYMENT DATES:	
 	

June 15 and December 15 of each year, commencing

June 15, 2003	
 	

 
	

PRINCIPAL PAYING AGENT AND TRANSFER AGENT:	
 	

Deutsche Bank Trust Company Americas,

New York	
 	

 
	

PAYING AGENTS AND TRANSFER AGENTS:	
 	

Deutsche Bank AG, London Branch

Deutsche Bank Luxembourg S.A.	
 	

 





        Pemex
Project Funding Master Trust (herein called "Pemex Project Funding Master Trust" or the "Issuer," which terms include any successor entity under the Indenture hereinafter referred
to), a statutory trust organized under the laws of the State of Delaware, for value received, hereby promises, in accordance with and subject to the provisions set forth on the face and reverse
hereof, to pay to Cede & Co. or registered assigns, the principal amount set forth above at the Stated Maturity specified above or on such earlier date as the same may become payable in
accordance with the terms hereof the principal amount specified above in the Specified Currency specified above or such other redemption amount as may be specified herein, and to pay in arrears on the
dates specified herein interest on such principal amount at the rate or rates specified herein, and accruing from the date specified herein, until the principal amount hereof is paid or made available
for payment. 


        Unless
defined herein, capitalized terms used herein shall have the meanings assigned to them on the reverse hereof and in the indenture dated as of July 31, 2000 (the
"Indenture"), among the Issuer, Petróleos Mexicanos, as Guarantor, and Deutsche Bank Trust Company Americas (formerly Bankers 


F-2





 




Trust Company), as Trustee (the "Trustee", which expression shall include any successor trustee under the Indenture). 


        Reference
is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place. 


        Unless
the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose. 


        IN
WITNESS WHEREOF, the Issuer has caused this Note to be duly executed. 


        Dated:




	 	 	PEMEX PROJECT FUNDING MASTER TRUST
	 	 	By:	THE BANK OF NEW YORK, not in its individual

capacity, but solely as Managing Trustee
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:




 
 

CERTIFICATE OF AUTHENTICATION    
  


        This is one of the series of Securities designated herein issued under the within-mentioned Indenture. 


        Dated:




	 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS

as Trustee
	

 	
 	

By:	

 
	 	 	 	
 Authorized Signatory




F-3






  



 
 

REVERSE OF NOTE    
  


	1.
	This
Note is one of a duly authorized Series of Securities of Pemex Project Funding Master Trust (the "Issuer") designated as its 7.375% Notes due 2014 (the "Notes"), issued and to be
issued in accordance with an indenture, dated as of July 31, 2000 (herein called the "Indenture"), among the Issuer, Petróleos Mexicanos, as Guarantor (the "Guarantor"), and
Deutsche Bank Trust Company Americas (formerly Bankers Trust Company), as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), copies of which
Indenture are on file and available for inspection at the corporate trust office of the Trustee in the Borough of Manhattan, The City of New York and, so long as the Notes are listed on the Luxembourg
Stock Exchange and such Exchange shall so require, at the office of the Paying Agent in Luxembourg. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Issuer and the holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Notes were originally
issued pursuant to an exchange offer made to all holders of the Issuer's 7.375% Notes due 2014 (the "Old Notes" and, together with the Notes, the "2014 Notes"). The 2014 Notes are limited to an
aggregate initial principal amount of U.S. $1,000,000,000, subject to further increase as provided in Paragraph 10 below. Capitalized terms not otherwise defined herein or on the face of this
Note shall have the meanings assigned to them in the Indenture. 



The
Notes are direct, unsecured and unsubordinated Public External Indebtedness (as defined in Paragraph 8 below) of the Issuer for money borrowed and will rank pari
passu with each other and with all other present and future unsecured and unsubordinated Public External Indebtedness for money borrowed of the Issuer.  The Notes are not obligations of, or guaranteed by,
 the United Mexican States ("Mexico"). 


Each
of the Notes will have the benefit of the unconditional guaranty endorsed hereon (the "Guaranty") as to punctual payment when due of all amounts of principal of and interest (including Additional
Amounts) and premium (if any) on the Notes, and any other amounts payable by the Issuer under the Notes or the Indenture. The Guarantor's payment obligations under the Guaranty and the Indenture will
have the benefit of an unconditional guaranty as to payment of principal and interest (including Additional Amounts) jointly and severally from each of Pemex-Exploración y
Producción, Pemex-Refinación and Pemex-Gas y Petroquímica Básica (each, a "Subsidiary Guarantor" and together, the "Subsidiary
Guarantors"), pursuant to a Guaranty Agreement, dated July 29, 1996 (the "Subsidiary Guaranty"), among the Guarantor and the Subsidiary Guarantors. The Guarantor has designated its Guaranty of
each of the Notes and the Indenture as obligations of the Guarantor entitled to the
benefits of the Subsidiary Guaranty, pursuant to certificates of designation, dated December 3, 2002 and December 12, 2002 (the "Certificates of Designation"). 


The
Notes are denominated in U.S. dollars or in the Specified Currency specified on the face hereof. Payments on the Notes will be made in the Specified Currency specified on the face hereof. The
Notes are issuable only in fully registered form, without interest coupons. Notes are issuable in authorized denominations of U.S. $10,000 and integral multiples of U.S. $1,000 in excess thereof. 



R-1





 



	2.	 	(a)	This Note will bear interest from December 12, 2002 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, at the interest rate per annum equal to the Interest Rate
specified on the face hereof, until the principal hereof has been paid or duly made available for payment. The interest on this Note shall be payable in arrears on each Interest Payment Date specified on the face hereof, and shall be computed on the
basis of a 360-day year consisting of twelve 30-day months. Any payment on this Note due on any day which is not a Business Day in The City of New York or the place of payment need not be made on such day, but may be made on the next succeeding
Business Day with the same force and effect as if made on the due date, and no interest shall accrue for the period from and after such due date. "Business Day", as used herein with respect to any particular location, means each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which banking institutions in such location are authorized or obligated by law to close in such location.
	

 	
 	

(b)	

The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, unless otherwise specified on the face hereof, be paid to the person in whose name this Note (or one or more predecessor Notes) is registered at the
close of business on the 15th day (whether or not a Business Day) (the "Regular Record Date") next preceding such Interest Payment Date; provided that interest payable at Stated Maturity will be payable
to the person to whom principal shall be payable; and provided, further, that if this Note is a Global Security, any payment of interest on this Note shall
be made to the applicable Depositary or its nominee, as the registered owner hereof. Unless otherwise specified on the face hereof, the first payment of interest on any Note originally issued between a Regular Record Date and an Interest Payment Date
will be made on the Interest Payment Date following the next succeeding Regular Record Date to the registered owner on such next succeeding Regular Record Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be
payable to the holder on such Regular Record Date and may either be paid to the person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on a special record date for the payment of such defaulted
interest to be fixed by the Trustee, notice whereof shall be given to holders of Notes not less than 10 days prior to such special record date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange.
	
 	
 	

 	

 



R-2





 

	

 	
 	

(c)	

Payment of principal (and premium, if any) and any interest due with respect to the Notes at Stated Maturity will be made in immediately available funds upon surrender of such Notes at the corporate trust office of the Trustee in the Borough of
Manhattan, The City of New York, or at the specified office of any other Paying Agent, provided that the Note is presented to the Paying Agent in time for the Paying Agent to make such payments in such
funds in accordance with its normal procedures. Payments of principal (and premium, if any) and any interest in respect of this Note to be made other than at Stated Maturity or upon redemption will be made by check mailed on or before the due date
for such payments to the address of the persons entitled thereto as they appear in the Security Register; provided that (i) the applicable Depositary, as holder of the Global Securities, shall be
entitled to receive payments of interest by wire transfer of immediately available funds and (ii) a holder of U.S. $10,000,000 in aggregate principal or face amount of Notes having the same Interest Payment Date shall be entitled to receive
payments of interest by wire transfer to an account maintained by such holder at a bank located in the United States as may have been appropriately designated by such person to the Paying Agent in writing no later than the relevant Regular Record
Date. Unless such designation is revoked, any such designation made by such holder with respect to such Note shall remain in effect with respect to any further payments with respect to such Note payable to such holder.
	

3.	
 	

(a)	

The Issuer shall maintain in the Borough of Manhattan, The City of New York, an office or agency where Notes may be surrendered for registration of transfer or exchange. The Issuer has initially appointed the corporate trust office of the Trustee as
its agent in the Borough of Manhattan, The City of New York, for such purpose and has agreed to cause to be kept at such office a register in which, subject to such reasonable regulations as it may prescribe, the Issuer will provide for the
registration of Notes and of transfers of Notes. The Issuer reserves the right to vary or terminate the appointment of the Trustee as security registrar or of any Transfer Agent or to appoint additional or other registrars or Transfer Agents or to
approve any change in the office through which any security registrar or any Transfer Agent acts, provided that there will at all times be a security registrar in the Borough of Manhattan, The City of New York and, so long as the Notes are listed on
the Luxembourg Stock Exchange and such Exchange shall so require, a Transfer Agent in Luxembourg.
	

 	
 	

(b)	

The transfer or exchange of a Note is registrable on the aforementioned register upon surrender of such Note at the corporate trust office of the Trustee or any Transfer Agent duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Issuer and the Trustee duly executed by the holder thereof or his attorney duly authorized in writing. Upon such surrender of a Note for registration of transfer, the Issuer shall execute one or more new Notes of any
authorized denominations and of a like form, tenor and terms and a like aggregate principal amount, the Guarantor shall execute the Guaranty endorsed thereon, and the Trustee shall authenticate and deliver in the name of the designated transferee or
transferees, such new Notes, dated the date of authentication thereof. At the option of the holder upon request confirmed in writing, Notes may be exchanged for Notes of any authorized denominations and of a like form, tenor and terms and a like
aggregate principal amount upon surrender of the Notes to be exchanged at the office of any Transfer Agent or at the corporate trust office of the Trustee. Whenever any Notes are so surrendered for exchange, the Issuer shall execute the Notes which
the holder making the exchange is entitled to receive, the Guarantor shall execute the Guaranty endorsed thereon, and the Trustee shall authenticate and deliver such Notes.
	
 	
 	

 	

 



R-3





 

	

 	
 	

(c)	

Any registration of transfer or exchange will be effected upon the Transfer Agent or the Trustee, as the case may be, being satisfied with the documents of title and identity of the person making the request and subject to such reasonable regulations
as the Issuer may from time to time agree with any Transfer Agents and the Trustee.
	

 	
 	

(d)	

In the event of a redemption of Notes in part (if permitted by the provisions hereof), the Issuer shall not be required (i) to register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before,
 and continuing until, the date on which notice is given identifying the Notes to be redeemed, or (ii) to register the transfer of or exchange any Note, or portion thereof, called for redemption.
	

 	
 	

(e)	

All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits, as the Notes surrendered upon such registration of transfer or
exchange. No service charge shall be made for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any stamp tax or other governmental charge payable in connection therewith, other than an exchange
in connection with a partial redemption of a Note not involving any registration of a transfer.





Prior
to due presentment of this Note for registration of transfer, the Issuer, the Guarantor, each Subsidiary Guarantor, the Trustee and any agent of the Issuer, the Guarantor, any Subsidiary
Guarantor or the Trustee may treat the person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Guarantor,
any Subsidiary Guarantor, the Trustee nor any such agent shall be affected by any notice to the contrary. 



	4.
	The
Issuer shall pay to the Trustee at its principal office in the Borough of Manhattan, The City of New York, on or prior to 11:00 a.m., New York City time, on each Interest
Payment Date, any redemption date and at the Stated Maturity of the Notes, in such amounts sufficient (with any amounts then held by the Trustee and available for the purpose) to pay the interest on,
the redemption price of and accrued interest (if the redemption date is not an Interest Payment Date) on, and the principal of, the Notes due and payable on such Interest Payment Date, redemption date
or Stated Maturity, as the case may be. The Trustee shall apply the amounts so paid to it to the payment of such interest, redemption price and principal in accordance with the terms of the Notes. Any
monies paid by the Issuer to the Trustee for the payment of the principal, premium (if any) or interest on any Notes and remaining unclaimed at the end of two years after such principal (or premium,
if any) or interest shall have become due and payable (whether at the Stated Maturity, upon call for redemption or otherwise) shall then be repaid to the Issuer upon its written request, and upon such
repayment all liability of the Trustee with respect thereto shall cease, without, however, limiting in any way any obligation the Issuer may have to pay the principal of (and premium, if any) and
interest on each Note as the same shall become due. Notwithstanding the foregoing, the right to receive any payment of principal of or interest on the Notes will become void at the end of five years
after the due date thereof. 






	5.	 	(a)	The Issuer will pay all stamp and other duties, if any, which may be imposed by the United States or any political subdivision thereof or taxing authority of or in the foregoing with respect to the Indenture or the
issuance of this Note. Except as otherwise provided herein, the Issuer shall not be required to make any payment with respect to any tax, assessment or other governmental charge imposed by any government or any political subdivision or taxing
authority thereof or therein.



R-4





 

	

 	
 	

(b)	

The Issuer, or, in the case of a payment by the Guarantor or a Subsidiary Guarantor, such Guarantor or Subsidiary Guarantor, will pay to the holder of this Note such additional amounts ("Additional Amounts") as may be necessary in order that every
net payment made by the Issuer, the Guarantor or a Subsidiary Guarantor on this Note after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon or as a result of such payment by
Mexico or any political subdivision or taxing authority thereof or therein ("Mexican Withholding Taxes"), will not be less than the amount then due and payable on this Note. The foregoing obligation to pay Additional Amounts, however, will not apply
to (i) any Mexican Withholding Taxes that would not have been imposed or levied on the holder of this Note but for the existence of any present or former connection between such holder and Mexico or any political subdivision or territory or
possession thereof or area subject to its jurisdiction, including, without limitation, such holder (A) being or having been a citizen or resident thereof, (B) maintaining or having maintained an office, permanent establishment, fixed base
or branch therein, or (C) being or having been present or engaged in trade or business therein, except for a connection solely arising from the mere ownership of, or receipt of payment under, this Note; (ii) except as otherwise provided,
any estate, inheritance, gift, sales, transfer or personal property or similar tax, assessment or other governmental charge; (iii) any Mexican Withholding Taxes that are imposed or levied by reason of the failure by such holder to comply with
any certification, identification, information, documentation, declaration or other reporting requirement that is required or imposed by a statute, treaty, regulation, general rule or administrative practice as a precondition to exemption from, or
reduction in the rate of, the imposition, withholding or deduction of any Mexican Withholding Taxes; provided that at least 60 days prior to (A) the first payment date with respect to which the
Issuer, the Guarantor or a Subsidiary Guarantor shall apply this clause (iii) and, (B) in the event of a change in such certification, identification, information, documentation, declaration or other reporting requirement, the first payment
date subsequent to such change, the Issuer, the Guarantor or a Subsidiary Guarantor, as the case may be, shall have notified the Trustee in writing that the holders of Notes will be required to provide such certification, identification, information
or documentation, declaration or other reporting; (iv) any Mexican Withholding Taxes imposed at a rate in excess of 4.9% in the event that such holder has failed to provide on a timely basis, at the reasonable request of the Issuer, information
or documentation (not described in clause (iii) above) concerning such holder's eligibility for benefits under an income tax treaty to which Mexico is a party that is necessary to determine the appropriate rate of deduction or withholding of
Mexican taxes under any such treaty; (v) any Mexican Withholding Taxes that would not have been so imposed but for the presentation by such holder of this Note for payment on a date more than 15 days after the date on which such payment
became due and payable or the date on which payment thereof is duly provided for, whichever occurs later; or (vi) any payment on this Note to any holder who is a fiduciary or partnership or other than the sole beneficial owner of any such
payment, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been entitled to the Additional Amounts had such beneficiary, settlor, member
or beneficial owner been the holder of this Note. All references in this Note to principal, premium, if any, and interest in respect of Notes shall, unless the context otherwise requires, be deemed to mean and include all Additional Amounts, if any,
payable in respect thereof as set forth in this paragraph (b).
	
 	
 	

 	

 



R-5





 

	

 	
 	

(c)	

Notwithstanding the foregoing, the limitations on the Issuer's, the Guarantor's and the Subsidiary Guarantors' obligation to pay Additional Amounts set forth in clauses (iii) and (iv) above shall not apply if the provision of the
certification, identification, information, documentation, declaration or other evidence described in such clauses (iii) and (iv) would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a
holder or beneficial owner of this Note (taking into account any relevant differences between United States and Mexican law, regulation or administrative practice) than comparable information or other applicable reporting requirements imposed or
provided for under United States federal income tax law (including the United States-Mexico Income Tax Treaty), regulation (including proposed regulations) and administrative practice. In addition, the limitations on the Issuer's, the Guarantor's and
the Subsidiary Guarantors' obligation to pay Additional Amounts set forth in clauses (iii) and (iv) above shall not apply if Rule 3.25.15 published in the Official Gazette of the Federation on May 30, 2002, or a substantially
similar successor of such rule is in effect, unless (A) the provision of the certification, identification, information, documentation, declaration or other evidence described in clauses (iii) and (iv) is expressly required by statute,
regulation, general rules or administrative practice in order to apply Rule 3.25.15 (or a substantially similar successor of such rule), the Issuer, the Guarantor or the applicable Subsidiary Guarantor cannot obtain such certification,
identification, information, documentation, declaration or evidence, or satisfy any other reporting requirements, on its own through reasonable diligence and the Issuer, the Guarantor or the applicable Subsidiary Guarantor otherwise would meet the
requirements for application of Rule 3.25.15 (or such successor of such rule) or (B) in the case of a holder or beneficial owner of a Note that is a pension fund or other tax-exempt organization, such holder or beneficial owner would be
subject to Mexican Withholding Taxes at a rate less than that provided by Rule 3.25.15 if the information, documentation or other evidence required under clause (iv) above were provided. In addition, clause (iii) above shall not be
construed to require that a non-Mexican pension or retirement fund, a non-Mexican tax-exempt organization or a non-Mexican financial institution or any other holder or beneficial owner of this Note register with the Ministry of Finance and Public
Credit of Mexico for the purpose of establishing eligibility for an exemption from or reduction of Mexican Withholding Taxes.
	

 	
 	

(d)	

The Issuer, the Guarantor or a Subsidiary Guarantor, as the case may be, will, upon written request, provide the Trustee, the holders and the Paying Agents with a duly certified or authenticated copy of an original receipt of the payment of Mexican
Withholding Taxes which such Issuer, Guarantor of Subsidiary Guarantor has withheld or deducted in respect of any payments made under or with respect to the Notes, the Guaranty or the Subsidiary Guaranty, as the case may be. Any reference herein or
in the Indenture to principal, interest, Redemption Price or any other amount payable under or with respect to the Notes will be deemed also to refer to any Additional Amounts which may be payable under the undertakings referred to
herein.
	
 	
 	

 	

 



R-6





 

	

 	
 	

(e)	

In the event that Additional Amounts actually paid with respect to this Note are based on rates of deduction or withholding of Mexican Withholding Taxes in excess of the appropriate rate applicable to the holder of this Note, and, as a result thereof,
 such holder is entitled to make a claim for a refund or credit of such excess, then such holder shall, by accepting this Note, be deemed to have assigned and transferred all right, title and interest to any such claim for a refund or credit of such
excess to the Issuer, the Guarantor or the applicable Subsidiary Guarantor, as the case may be. However, by making such assignment, the holder makes no representation or warranty that the Issuer, the Guarantor or the applicable Subsidiary Guarantor,
as the case may be, will be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto.
	

6.	
 	

(a)	

This Note may not be redeemed prior to the Stated Maturity, except as specified in paragraph (b) below.
	

 	
 	

(b)	

The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time, together, if applicable, with interest accrued to but excluding the date fixed for redemption, at par, on giving not less than 30 nor more than
60 days' notice to the holders of the Notes (which notice shall be irrevocable), if (i) the Issuer or the Guarantor certifies to the Trustee immediately prior to the giving of such notice that it has or will become obligated to pay
Additional Amounts in excess of the Additional Amounts that it would be obligated to pay if payments (including payments of interest) on the Notes (or payments under the Guaranties with respect to interest on the Notes) were subject to a tax at a
rate of 10%, as a result of any change in, amendment to, or lapse of, the laws, regulations or rulings of Mexico or any political subdivision or any taxing authority thereof or therein affecting taxation, or any change in, or amendment to, an
official interpretation or application of such laws, regulations or rulings, which change or amendment becomes effective on or after the date of issuance of the Notes and (ii) prior to the publication of any notice of redemption, the Issuer or
the Guarantor shall deliver to the Trustee an Officer's Certificate stating that the obligation referred to in (i) above cannot be avoided by the Issuer or the Guarantor, as the case may be, taking reasonable measures available to it, and the
Trustee shall be entitled to accept such certificate as sufficient evidence of the satisfaction of the condition precedent set out in (i) above in which event it shall be conclusive and binding on the holders of the Notes; provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer or the Guarantor, as the case may be, would be obligated but for such redemption to
pay such Additional Amounts were a payment in respect of the Notes then due and, at the time such notice is given, such obligation to pay such Additional Amounts remains in effect.
	

 	
 	

(c)	

The Issuer, the Guarantor or any Subsidiary Guarantor may at any time purchase Notes at any price in the open market or otherwise. Notes so purchased by the Issuer, the Guarantor or any Subsidiary Guarantor may be held, resold (subject to compliance
with applicable securities and tax laws) or surrendered to the Trustee for cancellation.




	7.
	This
Note is not repayable prior to the Stated Maturity at the option of the holder, except as set forth in Paragraph 8.



	8.
	If
any of the following events (each, an "Event of Default") occurs and is continuing, the Trustee, if so requested in writing by holders of at least 20% in principal amount of the
2014 Notes then outstanding, voting as a single series, shall give notice to the Issuer that the Notes are, and they 


R-7





 

shall
immediately become, due and payable at their principal amount together with accrued interest: 


	(a)
	Non-Payment:
default is made in payment of principal of or any interest on any of the Notes when due and such failure continues, in the case
of non-payment of principal for seven days, and of interest for fourteen days after the due date; or



	(b)
	Breach
of Other Obligations: the Issuer or the Guarantor defaults in performance or observance of or compliance with any of its other obligations set out
in the Notes or the Guaranties or (insofar as it concerns the Notes or the Guaranties) the Indenture which default is incapable of remedy or, if capable of remedy, is not remedied within
30 days after notice of such default shall have been given to the Issuer, the Guarantor and the Subsidiary Guarantors by the Trustee; or



	(c)
	Cross-Default:
default by the Issuer, the Guarantor or any of the Guarantor's Material Subsidiaries (as defined below) or the Subsidiary Guarantors or any
of them or any of their respective Material Subsidiaries in the payment of the principal of, or interest on, any Public External Indebtedness (as defined below) of, or guaranteed by, the Issuer, the
Guarantor or any of the Guarantor's Material Subsidiaries or the Subsidiary Guarantors or any of them or any of their respective Material Subsidiaries, in an aggregate principal amount exceeding U.S.
$40,000,000 or its equivalent, when and as the same shall become due and payable, if such default shall continue for more than the period of grace, if any, originally applicable thereto; or



	(d)
	Enforcement
Proceedings: a distress or execution or other legal process is levied or enforced or sued out upon or against any substantial part of the
property, assets or revenues of the Issuer, the Guarantor or any of the Guarantor's Material Subsidiaries or the Subsidiary Guarantors or any of them or any of their respective Material Subsidiaries
and is not discharged or stayed within 60 days of having been so levied, enforced or sued out; or



	(e)
	Security
Enforced: an encumbrancer takes possession or a receiver, manager or other similar officer is appointed of the whole or any substantial part of
the undertaking, property, assets or revenues of the Issuer, the Guarantor or any of the Guarantor's Material Subsidiaries or the Subsidiary Guarantors or any of them or any of their respective
Material Subsidiaries; or



	(f)
	Insolvency:
the Issuer, the Guarantor or any of the Guarantor's Material Subsidiaries or the Subsidiary Guarantors or any of them or any of their
respective Material Subsidiaries becomes insolvent or is generally unable to pay its debts as they mature or applies for or consents to or suffers the appointment of an administrator, liquidator,  síndico, conciliador,
interventor or receiver of the Issuer, the Guarantor or any of the Guarantor's Material Subsidiaries or the
Subsidiary Guarantors or any of them or any of their respective Material Subsidiaries or the whole or any substantial part of the undertaking, property, assets or revenues of the Issuer, the Guarantor
or any of the Guarantor's Material Subsidiaries or the Subsidiary Guarantors or any of them or any of their respective Material Subsidiaries or takes any proceeding under any law for a readjustment or
deferment of its obligations or any part of them for bankruptcy, reorganization, concurso mercantil, dissolution or liquidation or makes or enters into
a general assignment or an arrangement or composition with or for the benefit of its creditors or stops or threatens to cease to carry on its business or any substantial part of its business; or



	(g)
	Winding-up:
an order is made or an effective resolution passed for winding up the Issuer, the Guarantor or any of the Guarantor's Material
Subsidiaries or the Subsidiary Guarantors or any of them or any of their respective Material Subsidiaries; or



	(h)
	Moratorium:
a general moratorium is agreed or declared in respect of any External Indebtedness (as defined below) of the Issuer, the Guarantor or any of
the Guarantor's 



R-8





 


Material
Subsidiaries or the Subsidiary Guarantors or any of them or any of their respective Material Subsidiaries; or 



	(i)
	Authorization
and Consents: any action, condition or thing (including the obtaining or effecting of any necessary consent, approval, authorization,
exemption, filing, license, order, recording or registration) at any time required to be taken, fulfilled or done in order (i) to enable the Issuer lawfully to enter into, exercise its rights
and perform and comply with its obligations under the Notes or the Indenture, (ii) to enable the Guarantor lawfully to enter into, exercise its rights and perform and comply with its
obligations under the Guaranties relating to the Notes, the Indenture or the Subsidiary Guaranty Agreement in relation to the Notes and the related Guaranties, (iii) to enable any of the
Subsidiary Guarantors lawfully to enter into, perform and comply with its obligations under the Subsidiary Guaranty Agreement in relation to the Notes, the related Guaranties or the Indenture and
(iv) to ensure that those obligations are legally binding and enforceable, is not taken, fulfilled or done within 30 days of its being so required; or



	(j)
	Illegality:
it is or becomes unlawful for (i) the Issuer to perform or comply with one or more of its obligations under any of the Notes or the
Indenture, (ii) the Guarantor to perform or comply with any of its obligations under the Indenture, the Guaranties or the Subsidiary Guaranty Agreement with respect to the Notes, the related
Guaranties or the Indenture, or (iii) the Subsidiary Guarantors or any of them to perform or comply with one or more of its obligations under the Subsidiary Guaranty Agreement with respect to
the Notes, the related Guaranties or the Indenture; or



	(k)
	Control:
the Guarantor ceases to be a decentralized public entity of the Government or the Government otherwise ceases to control the Guarantor or any
Subsidiary Guarantor; or the Issuer, the Guarantor or any of the Subsidiary Guarantors is dissolved, disestablished or suspends its respective operations, and such dissolution, disestablishment or
suspension of operations is material in relation to the business of the Issuer, the Guarantor and the Subsidiary Guarantors taken as a whole; or the Guarantor and the Subsidiary Guarantors cease to be
the entities which have the exclusive right and authority to conduct on behalf of Mexico the activities of exploration, exploitation, refining, transportation, storage, distribution and
first-hand sale of crude oil and exploration, exploitation, production and first-hand sale of natural gas, as well as the transportation and storage inextricably linked with
such exploitation and production; or the Issuer ceases to be controlled by the Guarantor; or



	(l)
	Disposals:



	(i)
	the
Guarantor ceases to carry on all or a substantial part of its business, or sells, transfers or otherwise disposes (whether voluntarily or
involuntarily) of all or substantially all of its assets (whether by one transaction or a series of transactions whether related or not) other than (A) solely in connection with the
implementation of the Ley Orgánica de Petróleos Mexicanos y Organismos Subsidiarios or (B) to a Subsidiary
Guarantor; or



	(ii)
	any
Subsidiary Guarantor ceases to carry on all or a substantial part of its business, or sells, transfers or otherwise disposes (whether voluntarily
or involuntarily) of all or substantially all of its assets (whether by one transaction or a series of transactions whether related or not) and such cessation, sale, transfer or other disposal is
material in relation to the business of the Guarantor and the Subsidiary Guarantors taken as a whole; or 









	(m)
	Analogous
Events: any event occurs which under the laws of Mexico has an analogous effect to any of the events referred to in paragraphs (d) to
(g) above; or 



R-9





 



	(n)
	Guaranties:
the Guaranties or the Subsidiary Guaranty Agreement is not (or is claimed by the Guarantor or any of the Subsidiary Guarantors not to be) in
full force and effect. 



"External
Indebtedness" means Indebtedness which is payable, or at the option of its holder may be paid, (i) in a currency or by reference to a currency other than the currency of Mexico,
(ii) to a person resident or having its head office or its principal place of business outside Mexico and (iii) outside the territory of Mexico. 


"Guarantee"
means any obligation of a person to pay the Indebtedness of another person, including without limitation: 


	(i)
	an
obligation to pay or purchase such Indebtedness; or



	(ii)
	an
obligation to lend money or to purchase or subscribe for shares or other securities or to purchase assets or services in order to provide funds for
the payment of such Indebtedness; or



	(iii)
	any
other agreement to be responsible for such Indebtedness. 






"Indebtedness"
means any obligation (whether present or future, actual or contingent) for the payment or repayment of money which has been borrowed or raised (including money raised by acceptances and
leasing). 


"Public
External Indebtedness" means any External Indebtedness which is in the form of, or represented by, notes, bonds or other securities which are for the time being quoted, listed or ordinarily
dealt in on any stock exchange. 


"Subsidiary"
means, in relation to any person, any other person (whether or not now existing) which is controlled directly or indirectly by, or more than 50 percent of whose issued equity share
capital (or equivalent) is then held or beneficially owned by, the first person and/or any one or more of the first person's Subsidiaries, and "control" means the power to appoint the majority of the
members of the governing body or management of, or otherwise to control the affairs and policies of, that person. 



"Material
Subsidiaries" means, at any time, each of the Subsidiary Guarantors and any Subsidiary of the Guarantor or any of the Subsidiary Guarantors having, as of the end of the most recent fiscal
quarter of the Guarantor, total assets greater than 12% of the total assets of the Guarantor, the Subsidiary Guarantors and their Subsidiaries on a consolidated basis. 




After
any such acceleration has been made, but before a judgment or decree for the payment of money due based on acceleration has been obtained by the Trustee, the holders of a majority in aggregate
principal amount of the 2014 Notes then outstanding, voting as a single series, may rescind and annul such acceleration in writing if all Events of Default, other than the non-payment of
the principal of the Notes that have become due solely by such declaration of acceleration, have been cured or waived as provided in the Indenture. 



	9.
	The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the Guarantor and the
rights of the holders of the Notes to be affected under the Indenture at any time by the Issuer, the Guarantor and the Trustee with the consent of the holders of not less than a majority in principal
amount of the 2014 Notes, voting as a single series. The Indenture also contains provisions permitting the holders of specified percentages in principal amount of the 2014 Notes at the time
Outstanding, on behalf of the holders of all Notes, to waive compliance by the Issuer or the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture or the
Notes and their consequences. Any such consent or waiver by the holder of this Note shall be conclusive and binding upon such holder and upon all future holders of this Note and of any Note issued
upon 


R-10





 

the
registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. 



	10.
	The
Issuer may from time to time without the consent of any holder of Notes create and issue additional notes having the same terms and conditions as Notes previously issued (or the
same except the first payment of interest or the issue price), which additional notes may be consolidated to form a single series with the outstanding Notes.



	11.
	No
reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligations of the Issuer or the Guarantor, which are absolute and
unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.



	12.
	The
Bank of New York is executing this Note not in its individual capacity but solely as Managing Trustee of the Issuer and in no event shall the The Bank of New York have any
liability for the representations, warranties, covenants, agreements or other obligations of the Issuer or the Guarantor hereunder, as to which recourse shall be had solely to the assets of the Issuer
or the Guarantor, and under no circumstances shall The Bank of New York be personally liable for the payment of any indebtedness due under the Note. The Note does not represent interests in or
obligations of The Bank of New York.



	13.
	THIS NOTE SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA.  


*** 


 
 

GUARANTY    
  


	1.
	The
Guarantor hereby unconditionally and irrevocably guarantees the punctual payment when due, whether at Stated Maturity, upon redemption or early repayment, upon acceleration or
otherwise, of all payments of principal of and interest (including Additional Amounts) on the Notes, and any other amounts payable by the Issuer under the Notes or the Indenture (the "Obligations").
If the Issuer shall fail to pay punctually any Obligation, the Guarantor shall forthwith pay such Obligation when and as the same shall be due and payable to the person entitled thereto in the manner
specified in the Notes or the Indenture. All payments hereunder shall be made in currency specified in the Notes in same day funds (or such other funds as may, at the time of payment, be customary for
the settlement in New York City of international banking transactions in the such currency) as if such payment were made by the Issuer in accordance with the terms of the Notes and the Indenture.



	2.
	The
obligations of the Guarantor set forth herein shall constitute a guaranty of payment and not of collection, and shall be absolute and unconditional. This Guaranty shall be
continuing and remain in full force and effect and be binding upon the Guarantor and its successors and assigns and inure to the benefit of the holders of the Notes and the Trustee (each, a
"Beneficiary", and collectively, the "Beneficiaries") until all Obligations of the Issuer have been discharged in full. The Guarantor hereby
waives, to the extent permitted by applicable law, all claims of waiver, exchange, release, surrender, alteration or compromise and all set-offs, counterclaims and recoupments which it may
have or assert against the Beneficiaries. The Guarantor hereby waives promptness, diligence, presentment, demand for payment, notice of acceptance of this Guaranty, protest of any kind whatsoever, any
requirement that a Beneficiary exhaust any right or take any action against the Issuer or any other person or entity or any property or collateral, as well as any right to require a proceeding first
against the Issuer or the Issuer's property or the exercise by a holder of the Notes of its rights upon the occurrence and continuation of an Event of Default. 


R-11





 
	3.
	This
Guaranty shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guaranty is endorsed shall have been executed by the
Trustee under the Indenture by the manual signature of one of its authorized signatories.



	4.
	The
obligations of the Guarantor to the Beneficiaries pursuant to this Guaranty and the Indenture, and the rights of the Guarantor with respect thereto, are expressly set forth in the
Indenture and reference is hereby made to the Indenture for the precise terms of this Guaranty, which are incorporated herein by reference and made a part hereof.



	5.
	Capitalized
terms used herein and not otherwise defined herein have the meanings specified in the Indenture. 


R-12





 

        THIS GUARANTY SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA, EXCEPT THAT ALL MATTERS
RELATING TO THE AUTHORIZATION AND EXECUTION BY THE GUARANTOR OF THIS GUARANTY SHALL BE GOVERNED BY THE LAWS OF MEXICO.


        IN
WITNESS WHEREOF, the Guarantor has caused this Guaranty to be duly executed. 


        Dated:




	 	 	PETROLEOS MEXICANOS
	

 	
 	
By:	

 
	 	 	 	
 Associate Managing Director of Finance




R-13







 
 

ABBREVIATIONS    
  


        The
following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or
regulations: 



	TEN COM—	 	as tenants in common	 	UNIF GIFT

MIN ACT—            Custodian            

                    (Cust)                (Minor)
	

TEN ENT—	
 	

as tenants by the entireties	
 	

Under Uniform Gifts to Minors
	

JT TEN—	
 	

as joint tenants with right of survivorship and not as tenants in common	
 	

 State




        Additional
abbreviations may also be used though not in the above list. 


        FOR
VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto 



PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE 





Please
print or typewrite name and address including postal zip code of assignee 





the
within note and all rights thereunder, hereby irrevocably constituting and appointing                        attorney to
transfer said note on the books of Pemex Project
Funding Master Trust, with full power of substitution in the premises. 


        Dated:                               
                         

 


                                        
                                  




NOTICE:
The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatever. 









QuickLinks



EXHIBIT 4.5



PEMEX PROJECT FUNDING MASTER TRUST MEDIUM-TERM NOTES, SERIES A Due from 1 Year to 30 Years from Date of Issue

Unconditionally Guaranteed by PETROLEOS MEXICANOS (A Decentralized Public Entity of the Federal Government of the United Mexican States)

U.S. $1,000,000,000 7.375% Notes due 2014

CERTIFICATE OF AUTHENTICATION


REVERSE OF NOTE

GUARANTY


ABBREVIATIONS