EX-4.5






Exhibit 4.5


 


FORM OF 6.625% NEW BONDS


     The issue of the Guaranty of this Bond was approved by the Ministry of Finance and Public
Credit of Mexico on May 28, 2008 pursuant to Official Communication No. 305.-079/2008 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 BOND IS A U.S. GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO
HEREINAFTER. THIS BOND MAY NOT BE EXCHANGED, IN WHOLE OR IN PART, FOR A BOND 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




6.625% Guaranteed Bonds due 2038




Unconditionally and Irrevocably Guaranteed by

PETROLEOS MEXICANOS

(A Decentralized Public Entity of the

Federal Government of the United Mexican States)




REGISTERED

NO. R-1




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



	 	 	 
	PRINCIPAL AMOUNT:

	 	U.S. $500,000,000
	 
	 	 
	SPECIFIED CURRENCY:

	 	U.S. dollars (“U.S. $” or “$”)
	 
	 	 
	STATED MATURITY:

	 	June 15, 2038
	 
	 	 
	ISSUE DATE:

	 	                     , 2008
	 
	 	 
	CUSIP NO.:

	 	706451BR1
	 
	 	 
	INTEREST PAYMENT DATES:

	 	June 15 and December 15 of each year, commencing
December 15, 2008
	 
	 	 
	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
and in the Indenture referred to below, to pay to Cede & Co. or registered assigns, the principal
amount of Five Hundred Million United States dollars (U.S. $500,000,000) on June 15, 2038 (the
“Maturity Date”), or on such earlier date as the same may become payable in accordance with the
terms hereof, and to pay interest thereon from June 15, 2008 or from the



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most recent Interest Payment Date to which interest has been paid or duly provided for,
semi-annually in arrears on June 15 and December 15 of each year (each, an “Interest Payment
Date”), commencing December 15, 2008, at the rate of 6.625% per annum, 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 December 30, 2004 (the “Indenture”), among
the Issuer, Petróleos Mexicanos, as Guarantor, and Deutsche Bank Trust Company Americas, as Trustee
(the “Trustee”, which expression shall include any successor to Deutsche Bank Trust Company
Americas, in its capacity as such).



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



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     Unless the certificate of authentication hereon has been executed by the Trustee by manual
signature, this Bond 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 Bond to be duly executed.



Dated: August ____, 2008




	 	 	 	 	 	 	 	 	 
	 	 	PEMEX PROJECT FUNDING MASTER TRUST	 	 
	 
	 	 	by	 	THE BANK OF NEW YORK MELLON	 	 
	 	 	 	 	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: August ____, 2008




	 	 	 	 	 	 	 	 	 
	 	 	DEUTSCHE BANK TRUST
COMPANY  AMERICAS	 	 
	 	 	 	 	as Trustee	 	 
	 
	 	 	By	 	DEUTSCHE BANK NATIONAL TRUST COMPANY	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Authorized Signatory	 	 






F-4









 






REVERSE OF BOND




     1. This Bond is one of a duly authorized series of Securities of Pemex Project Funding Master
Trust (the “Issuer”) designated as its 6.625% Guaranteed Bonds due 2038 (the “Bonds”), issued and
to be issued in accordance with an indenture, dated as of December 30, 2004 (herein called the
“Indenture”), among the Issuer, Petróleos Mexicanos, as Guarantor (the “Guarantor”), and Deutsche
Bank Trust Company Americas, 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 Bonds 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 Bonds and of the terms upon which the Bonds are,
and are to be, authenticated and delivered. This issuance is initially limited to
U.S. $500,000,000 subject to increase as provided in Paragraph 10 below. Capitalized terms not
otherwise defined herein or on the face of this Bond shall have the meanings assigned to them in
the Indenture.



     The Bonds 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 Bonds are not obligations of, or guaranteed by, the United
Mexican States (“Mexico”).



     Each of the Bonds 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) on the Bonds, and any other amounts payable by the Issuer under the Bonds 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 Bonds and the Indenture as obligations of the Guarantor
entitled to the benefits of the Subsidiary Guaranty, pursuant to the certificate of designation,
dated June 4, 2008 (the “Certificates of Designation”).



     The Bonds are denominated in U.S. dollars. The Bonds are issuable only in fully registered
form, without interest coupons. The Bonds are issuable in authorized denominations of U.S. $10,000
and integral multiples of U.S. $1,000 in excess thereof.



     2. (a) The Bonds will bear interest from the date specified on the face hereof or from the
most recent Interest Payment Date to which interest has been paid or duly provided for, at the
interest rate per annum specified on the face hereof, until the principal hereof has been paid or
duly made available for payment. The interest on this Bond 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 Bond due on any



R-1









 




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 be paid to the person in whose name this Bond (or one or more predecessor Bonds)
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 on the Maturity Date will be payable to the person to whom principal shall be
payable; and provided, further, that if this Bond is a Global Security, any payment
of interest on this Bond shall be made to the applicable Depositary or its nominee, as the
registered owner hereof. 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 Bond (or one or more predecessor Bonds) 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 Bonds 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 Bonds may be listed, and upon such notice as
may be required by such exchange.



     (c) Payment of principal and any interest due with respect to the Bonds on the Maturity Date
will be made in immediately available funds in U.S. dollars upon surrender of such Bonds 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 Bond 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 any interest in respect of this Bond to be made
other than on the Maturity Date 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
Bonds 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 Bond shall remain in effect with respect to any further payments
with respect to such Bond 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 Bonds 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 Bonds and registration of transfers of



R-2









 




Bonds. 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 Bonds 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 Bond is registrable on the aforementioned register upon
surrender of such Bond 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 Bond for registration of transfer, the Issuer shall execute one or more
new Bonds 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 Bonds,
dated the date of authentication thereof. At the option of the Holder upon request confirmed in
writing, Bonds may be exchanged for Bonds of any authorized denominations and of a like form, tenor
and terms and a like aggregate principal amount upon surrender of the Bonds to be exchanged at the
office of any Transfer Agent or at the corporate trust office of the Trustee. Whenever any Bonds
are so surrendered for exchange, the Issuer and shall execute the Bonds 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 Bonds.



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



     (e) All Bonds issued upon any registration of transfer or exchange of Bonds shall be the
valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits, as
the Bonds 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 Bond not involving any
registration of a transfer.



     Prior to due presentment of this Bond 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 Bond is registered as the owner
hereof for all purposes, whether or not this Bond shall be overdue, and



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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 Maturity Date of the Bonds, 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 Bonds due and payable on such Interest Payment Date, redemption date
or Maturity Date, 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 Bonds.
Any monies paid by the Issuer to the Trustee for the payment of the principal of or interest on
any Bonds and remaining unclaimed at the end of two years after such principal or interest shall
have become due and payable (whether on the Maturity Date, 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 interest on each Bond as the same shall
become due. Notwithstanding the foregoing, the right of the Holders to receive any payment of
principal of (whether on the Maturity Date, upon call for redemption or otherwise) or interest on
the Bonds will become void at the end of five years after the due date for such payment.



     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 Bond. 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.



     (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 Bond 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 Bond 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 Bond.
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 Bond 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 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 Bond; (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



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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 Bonds 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 that is in effect 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 Bond 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; (vi) any payment on this Bond 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 Bond; or (vii) any withholding tax or deduction imposed on
a payment to an individual and required to be made pursuant to European Council Directive
2003/48/EC or any other European Union Directive implementing the conclusions of the ECOFIN Council
meeting of November 26-27, 2000 on the taxation of savings income, or any law implementing or
complying with, or introduced in order to conform to, such a directive or presented for payment by
or on behalf of a Holder who would have been able to avoid such withholding or deduction by
presenting the relevant Bond to another Paying Agent in a Member State of the European Union. All
references in this Bond or in the Indenture to principal of and interest on the Bonds 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).




     (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 Bond (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 Article 195, Section



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II, paragraph a) of the Mexican Income Tax Law, or a substantially similar successor of such
provision 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 Article
195, Section II, paragraph a) (or a substantially similar successor of such provision), 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 Article
195, Section II, paragraph a) (or such successor of such provision) or (B) in the case of a Holder
or beneficial owner of a Bond 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 Article 195, Section II, paragraph a) if the information, documentation or other evidence
required under clause (iv) above were provided. In addition, clauses (iii) and (iv) 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
Bond 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 or Subsidiary Guarantor has withheld or deducted in respect of any payments made
under or with respect to the Bonds, the Guaranty or the Subsidiary Guaranty, as the case may be.



     (e) In the event that Additional Amounts actually paid with respect to this Bond are based on
rates of deduction or withholding of Mexican Withholding Taxes in excess of the appropriate rate
applicable to the Holder of this Bond, 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 Bond, 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 Bond may not be redeemed prior to the Stated Maturity, except as specified in
paragraphs (b) and (c) below.



     (b) The Bonds may be redeemed at the option of the Issuer in whole, but not in part, at any
time, at par, together with, if applicable, interest accrued to but excluding the date fixed for
redemption, on giving not less than 30 nor more than 60 days’ notice to the Holders of the Bonds
(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



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payments (including payments of interest) on the Bonds (or payments under the Guaranties with
respect to interest on the Bonds) were subject to Mexican Withholding Tax at a rate of 10%, as a
result of any change in, amendment to, or lapse of, the laws, rules or regulations 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, rules or regulations,
which change or amendment becomes effective on or after the date of issuance of the Bonds 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 Bonds; 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 Bonds then due and, at the time such notice is given, such obligation to
pay such Additional Amounts remains in effect.




     (c) The Bonds are subject to redemption upon not less than 30 nor more than 60 days’ notice
by mail, in whole or in part, at any time or from time to time prior to Stated Maturity, at a
redemption price (the “Redemption Price”) equal to the sum of (A) 100% of the principal amount of
such Bonds and (B) the Make-Whole Amount (as defined below), plus accrued interest on the principal
amount of the Bonds to the date of redemption (the “Redemption Date”). “Make-Whole Amount” means
the excess of (A) the sum of the present values of each of the remaining scheduled payments of
principal and interest on the Bonds (exclusive of interest accrued to the Redemption Date)
discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate (as defined below) plus 30 basis points over (ii) the
principal amount of such Bonds. “Treasury Rate” means, with respect to any Redemption Date, the
rate per annum equal to the semiannual equivalent yield to maturity or interpolated maturity of the
Comparable Treasury Issue (as defined below), assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such
Redemption Date. “Comparable Treasury Issue” means the United States Treasury security or
securities selected by an Independent Investment Banker (as defined below) as having an actual or
interpolated maturity comparable to the remaining term of the Bonds to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial practice, in pricing
new issues of corporate debt securities of a comparable maturity to the remaining term of such
notes. “Independent Investment Banker” means one of the Reference Treasury Dealers (as defined
below) appointed by the Issuer. “Comparable Treasury Price” means, with respect to any Redemption
Date, (x) the arithmetic mean of the Reference Treasury Dealer Quotations (as defined below) for
such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer
Quotation or (y) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations,
the arithmetic mean of all such quotations. “Reference Treasury Dealer” means each of Credit
Suisse Securities (USA) LLC, Lehman Brothers Inc., UBS Securities LLC, Barclays Capital Inc.,
Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc. or their Affiliates which are primary
United States government securities dealers, and their respective successors; provided that if any
of the foregoing shall cease to be a primary United States government securities dealer in the City
of New York (a “Primary Treasury Dealer”), the Issuer



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will substitute therefor another Primary Treasury Dealer. “Reference Treasury Dealer
Quotation” means, with respect to each Reference Treasury Dealer and any Redemption Date, the
arithmetic mean, as determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in case as a percentage of its principal amount) quoted in writing to the
Trustee by such Reference Treasury Dealer at 3:30 p.m. New York time on the third business day
preceding such Redemption Date.




          (d) The Issuer, the Guarantor or any Subsidiary Guarantor may at any time purchase Bonds at
any price in the open market or otherwise. Bonds 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. The Bonds are not redeemable at the option of the Issuer, except as provided in Paragraph
6, and are not repayable at the option of the Holder, except as provided in Paragraph 8 in the
event of acceleration.



          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 Bonds
then outstanding, shall give notice to the Issuer and the Guarantor that the Bonds are, and they
shall immediately become, due and payable at their principal amount together with accrued interest:




     (a) Non-Payment: default is made in payment of principal (or any part thereof)
of or any interest on, any of the Bonds 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
Bonds or the Guaranties or (insofar as it concerns the Bonds or the Guaranties) the
Indenture which default is incapable of remedy or, if capable of remedy, is not remedied
within 30 days after written 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



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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,
receiver or similar officer 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 insolvency, bankruptcy, concurso mercantil, reorganization, 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 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 Bonds 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 Bonds, the Indenture or the Subsidiary
Guaranty Agreement in relation to the Bonds 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 Bonds, the related



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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 Bonds 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 Bonds, 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 Bonds, the related Guaranties or the Indenture; or




     (k) Control: the Guarantor ceases to be a decentralized public entity of the
Mexican Government or the Mexican 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 Organic Law 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




     (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



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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).




     “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.




     “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.



          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 Bonds then outstanding may rescind and annul such acceleration if
all Events of Default, other than the non-payment of the principal of the Bonds that have become
due solely by such declaration of acceleration have been cured or waived as provided in the
Indenture.



          9. (a) The Indenture permits, with certain exceptions as therein provided, amendments,
modifications and supplements of the rights and obligations of the Issuer and the Guarantor and the
rights of the Holders of the Bonds under the Indenture and the Bonds at any time to be made by the
Issuer, the Guarantor and the Trustee with the consent of the Holders of specified percentages in
principal amount of the Bonds at the time Outstanding, on behalf of the Holders of all Bonds. The
Indenture also contains provisions permitting the Holders of specified



R-11









 




percentages in principal amount of the Bonds at the time Outstanding, on behalf of the Holders of
all Bonds, to waive compliance by the Issuer or the Guarantor with certain provisions of the
Indenture and certain past defaults under the Indenture or the Bonds and their consequences. Any
such consent or waiver by the Holder of this Bond shall be conclusive and binding upon such Holder
and upon all future Holders of this Bond and of any Bond issued upon 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 Bond.




     (b) For purposes of voting on amendments, waivers, modifications, acceleration and other
actions by the Holders of the Bonds, the Bonds will be considered a single series with the Issuer’s
6.625% Bonds due 2038 issued on June 4, 2008.



     10. The Issuer may from time to time without the consent of any Holder of Bonds create and
issue additional bonds having the same terms and conditions as Bonds previously issued (or the same
except the first payment of interest or the issue price), which additional bonds may be
consolidated to form a single series with the outstanding Bonds; provided that such
additional bonds do not have, for purposes of U.S. federal income taxation, a greater amount of
original issue discount than the Bonds have as of the date of the issue of such additional bonds.



     11. No reference herein to the Indenture and no provision of this Bond 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 Bond (as such Bonds may be amended,
modified, supplemented or waived, as provided in the Indenture) at the times, place and rate, and
in the coin or currency, herein prescribed.



     12. The Bank of New York Mellon is executing this Bond not in its individual capacity but
solely as Managing Trustee of the Issuer and in no event shall The Bank of New York Mellon 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 Mellon be personally
liable for the payment of any indebtedness due under this Bond. This Bond does not represent
interests in or obligations of The Bank of New York Mellon.



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



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***




GUARANTY




     1. The Guarantor hereby unconditionally and irrevocably guarantees the punctual payment when
due, whether on the Maturity Date, upon redemption, upon acceleration or otherwise, of all payments
of principal of and interest (including Additional Amounts) on the Bonds, and any other amounts
payable by the Issuer under the Bonds 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
Bonds or the Indenture. All payments hereunder shall be made in currency specified in the Bonds 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 Bonds 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 Bonds 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 Bonds of its rights upon the occurrence and continuation of an Event of
Default.



     3. This Guaranty shall not be valid or obligatory for any purpose until the certificate of
authentication on the Bond 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.



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     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:
August •, 2008




	 	 	 	 	 
	 	PETROLEOS MEXICANOS

 	 
	 	By:  	 	 
	 	 	Name:  	Mauricio Alazraki Pfeffer 	 
	 	 	Title:  	Managing Director of Finance and
Treasury 	 



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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
	 	UNIF GIFT	 	 
	 

	 	in common
	 	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 bond and all rights thereunder,

hereby irrevocably constituting and appointing



         
                 
                                             
                                                 
attorney to transfer said bond 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.





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