Exhibit
4.4


 


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 on May 28, 2003
pursuant to Official Communication No. 305-I.2.1-0769 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. $1,750,000,000


 


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:

  	
   

  	
  [    ], 2004

  
	
   

  	
   

  	
   

  
	
  CUSIP NO.:

  	
   

  	
  706451 AH 4

  
	
   

  	
   

  	
   

  
	
  INTEREST PAYMENT

  	
   

  	
   

  
	
  DATES:

  	
   

  	
  June 15 and December 15 of each year, commencing
  December 15, 2004

  
	
   

  	
   

  	
   

  
	
  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 


 


F-2

















 


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 Trust Company), 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 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 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 represented hereby will be consolidated to form a
single series with, and be fully fungible with, the U.S. $1,731,905,000
principal amount of 7.375% Notes due 2014 issued by the Issuer in March 2003
and September 2003.  The Notes were
originally issued pursuant to exchange offers 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. $1,750,000,000,
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, December 12, 2002 and June 4, 2003 (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.  


 


R-1

















 


Notes are issuable
in authorized denominations of U.S. $10,000 and integral multiples of U.S.
$1,000 in excess thereof.


 


2.  (a)  This Note will bear interest from June 15,
2004 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 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.


 


(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 


 


R-2

















 


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.


 


(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.


 


R-3

















 


(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.


 


(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 


 


R-4

















 


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 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; (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; or (vii) any withholding tax
or deduction imposed on a payment to an individual pursuant to any European
Union directive on the taxation of savings and implementing the conclusions of
the ECOFIN Council meeting of November 26-27, 2000, 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 Note to another
Paying Agent in a Member State of the European Union.  All references in this Note or in the Indenture 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).


 


(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) 


 


R-5

















 


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 3.23.8 published in the Diario
Oficial de la Federación on April 30, 2004, 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
3.23.8 (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 3.23.8
(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 3.23.8 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.


 


(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 


 


R-6

















 


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 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


 


R-7

















 


(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, 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 bankruptcy,
insolvency, 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


 


R-8

















 


(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 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 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


 


R-9

















 


(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


 


(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.


 


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“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 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 


 


R-11

















 


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.


 


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 


 


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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.


 


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:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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

  	
  UNIF GIFT

  
	
   

  	
  common

  	
  MIN ACT -

  	
   

  	
   Custodian

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  	
   

  
	
   

  	
   

  	
   

  
	
  TEN ENT -

  	
  as tenants by

  	
  Under Uniform Gifts 

  
	
   

  	
  the entireties

  	
  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.