EX-4.10



 Exhibit 4.10 

FIRST SUPPLEMENTAL INDENTURE 

FIRST SUPPLEMENTAL INDENTURE (the “First Supplemental Indenture”), dated as of June 24, 2014, between Petróleos
Mexicanos (the “Issuer”), having its principal office at Avenida Marina Nacional No. 329, Colonia Petróleos Mexicanos, Mexico D.F., 11311, Mexico, and Deutsche Bank Trust Company Americas, as trustee (the
“Trustee”). 
 W I T N E S S E T H: 

WHEREAS, the Issuer and the Trustee previously have entered into an Indenture, dated as of September 18, 1997 (the
“Original Indenture” and, as supplemented by this First Supplemental Indenture and by any further supplements thereto, the “Indenture”), providing for the issuance of the 8.850% Global Guaranteed Notes due 2007 and
the 9.500% Global Guaranteed Bonds due 2027 (the “2027 Bonds”); 
 WHEREAS, only the 2027 Bonds remain
Outstanding under the Original Indenture; 
 WHEREAS, pursuant to Section 902 of the Original Indenture, the Issuer and the
Trustee may amend or supplement certain provisions, including Section 501(k), of the Indenture and the 2027 Bonds with the consent of Holders of not less than 66 2/3% in aggregate principal amount of the 2027 Bonds then Outstanding;

 WHEREAS, the Issuer desires to amend certain provisions of the Indenture; 

WHEREAS, pursuant to a Consent Solicitation Statement dated June 3, 2014 (the “Consent Solicitation
Statement”), the Issuer solicited the consents (“Consents”) of the Holders of the 2027 Bonds to a proposed amendment to the Indenture (the “Amendment”) in exchange for a payment to each Holder whose
validly delivered Consent is accepted (the “Consent Fee”) and the Holders of at least 66 2/3% in aggregate principal amount of the 2027 Bonds (the “Required Consents”) duly consented to the Amendment pursuant
to Section 902 of the Original Indenture at or prior to 5:00 p.m. (New York City time) on June 17, 2014 (or as extended by the Issuer, the “Expiration Time”); 

WHEREAS, the Issuer has heretofore delivered, or is delivering contemporaneously herewith, to the Trustee (i) a Board Resolution
authorizing the execution of this First Supplemental Indenture, (ii) evidence of the written consent of the Holders of not less than 66 2/3% in aggregate principal amount Outstanding of the 2027 Bonds and (iii) the Opinion of
Counsel described in Section 903 of the Original Indenture; 
 WHEREAS, the Issuer has duly authorized the execution and
delivery of this First Supplemental Indenture for the foregoing purposes; 
 WHEREAS, all conditions necessary to authorize the
execution and delivery of this First Supplemental Indenture and to make this First Supplemental Indenture valid and binding have been complied with or have been done or performed; and 

WHEREAS, the Issuer has requested that the Trustee execute and deliver this First Supplemental Indenture. 







 NOW, THEREFORE, for and in consideration of the premises and the mutual covenants
contained herein and in the Indenture and for other good and valuable consideration, the receipt and sufficiency of which are herein acknowledged, the Issuer and the Trustee hereby agree, for the equal and ratable benefit of all Holders, as follows:

 ARTICLE ONE 

DEFINITIONS 
 Section 1.01.
Defined Terms. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Indenture, as supplemented and amended hereby. As used in this First Supplemental Indenture, “Consent Solicitation
Completion Date” shall mean such time as each of the following events shall have occurred with respect to the 2027 Bonds in accordance with the terms and conditions of the Consent Solicitation Statement: (i) the Required Consents
for the 2027 Bonds shall have been accepted at or prior to the applicable Expiration Time; and (ii) each Holder of the 2027 Bonds whose validly delivered Consent has been accepted shall have received payment of the applicable Consent
Fee. All definitions in the Original Indenture shall be read in a manner consistent with the terms of this First Supplemental Indenture. 

ARTICLE TWO 
 AMENDMENT TO
INDENTURE 
 Section 2.01. Upon the occurrence of the Consent Solicitation Completion Date with respect to the 2027 Bonds, the
text of Section 501(k) shall be amended and restated in its entirety as follows: 
 Control: the Issuer shall cease to be a
public-sector entity of the Government or the Government shall otherwise cease to control the Issuer or any Guarantor; or the Issuer or any of the Guarantors shall be dissolved, disestablished or shall suspend its respective operations, and such
dissolution, disestablishment or suspension of operations is material in relation to the business of the Issuer and the Guarantors taken as a whole; or the Issuer, the Guarantors and entities that they control shall cease to be, in the aggregate,
the primary public-sector entities which conduct on behalf of Mexico the activities of exploration, extraction, refining, transportation, storage, distribution and first-hand sale of crude oil and exploration, extraction, production and first-hand
sale of gas; for purposes of this provision, the term “primary” shall refer to the production of at least 75% of the barrels of oil equivalent of crude oil and gas produced by public-sector entities in Mexico, or any of the Guarantors
shall cease to be controlled by the Issuer; 
 ARTICLE THREE 

MISCELLANEOUS 
 Section 3.01.
Effect of Supplemental Indenture. This First Supplemental Indenture supplements the Original Indenture, and shall be a part, and subject to all the terms, thereof with respect to the 2027 Bonds. The Original Indenture, as supplemented
and amended by this First Supplemental Indenture, is in all respects ratified and confirmed, and the Original Indenture, as supplemented by this First Supplemental Indenture, shall be read, taken and construed as one and the same instrument. All
provisions included in this First Supplemental Indenture supersede any conflicting provisions included in the Original Indenture unless not permitted by law. The Trustee accepts the trusts created by the Original Indenture, as supplemented by this
First Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Original Indenture, as supplemented by this First Supplemental Indenture. 

Section 3.02. Governing Law. This First Supplemental Indenture shall be governed by and construed in accordance with the laws of
the State of New York, except that all matters relating to the authorization and execution of this First Supplemental Indenture and the 2027 Bonds by the Issuer will be governed by the laws of Mexico. 

  
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 Section 3.03. Notices. All notices and communications hereunder shall be given in the
manner set forth in Section 105 of the Indenture. 
 Section 3.04. Effect of Headings. The section headings herein are for
convenience only and shall not affect the construction of this First Supplemental Indenture. 
 Section 3.05. Counterparts. The
parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them shall represent the same agreement. 

Section 3.06. Liability of Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the
validity or sufficiency of this First Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer. 

  
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 IN WITNESS WHEREOF, the parties have caused this First Supplemental Indenture to be duly executed
by their respective officers thereunto duly authorized as of the day and year first above written. 
  

			
	PETRÓLEOS MEXICANOS
		
	By:	 	 /s/ CARLOS CARAVEO SÁNCHEZ

	Name:	 	Carlos Caraveo Sánchez
	Title:	 	Associate Managing Director of Finance of Petróleos Mexicanos
	
	DEUTSCHE BANK TRUST COMPANY AMERICAS
	By: Deutsche Bank National Trust Company
		
	By:	 	 /s/ IRINA GOLOVASHCHUK

	Name:	 	Irina Golovashchuk
	Title:	 	Vice President
		
	By:	 	 /s/ DEBRA A. SCHWALB

	Name:	 	Debra A. Schwalb
	Title:	 	Vice President