EX-4.12



 Exhibit 4.12 

SECOND SUPPLEMENTAL INDENTURE 

SECOND SUPPLEMENTAL INDENTURE (the “Second Supplemental Indenture”), dated as of June 24, 2014, between Petróleos
Mexicanos (“Pemex”), 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 Pemex Project Funding Master Trust (the “Master Trust”) and the Trustee previously have entered into an
Indenture, dated as of July 31, 2000 (the “Original Indenture” and, as supplemented by the First Supplemental Indenture, dated as of September 30, 2009 (the “First Supplemental Indenture”), among the
Master Trust, Pemex and the Trustee pursuant to which Pemex assumed, as primary obligor, all of the obligations of the Master Trust and by this Second Supplemental Indenture and by any further supplements thereto, the “Indenture”),
providing for the issuance from time to time of unsecured bonds, debentures, notes and other evidences of indebtedness (the “Securities”) of Pemex to be issued in one or more series as provided in the Indenture; 

WHEREAS, pursuant to Section 9.02 of the Original Indenture, Pemex and the Trustee may amend or supplement certain provisions,
including Section 5.01(k), of the Indenture and the Securities with the consent of Holders of not less than a majority in aggregate principal amount of the then Outstanding Securities; 

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

WHEREAS, pursuant to a Consent Solicitation Statement dated June 3, 2014 (the “Consent Solicitation Statement”),
Pemex solicited the consents (“Consents”) of the Holders of each of the 7.375% Notes due 2014 and the 8.625% Bonds due 2022 (the “Solicited Series”) 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 a majority in aggregate principal amount of one or more of the
Solicited Series (with respect to any Solicited Series, the “Required Consents”) duly consented to the Amendment pursuant to Section 9.02 of the Original Indenture at or prior to 5:00 p.m. (New York City time) on
June 17, 2014 (or as extended by Pemex with respect to such Solicited Series, the “Expiration Time”); 

WHEREAS, Pemex has heretofore delivered, or is delivering contemporaneously herewith, to the Trustee (i) a Board Resolution
authorizing the execution of this Second Supplemental Indenture, (ii) evidence of the written consent of the Holders of not less than a majority in aggregate principal amount Outstanding of each Solicited Series and (iii) the Opinion of
Counsel described in Section 9.03 of the Original Indenture; 
 WHEREAS, Pemex has duly authorized the execution and delivery of
this Second Supplemental Indenture for the foregoing purposes; 
 WHEREAS, all conditions necessary to authorize the execution and
delivery of this Second Supplemental Indenture and to make this Second Supplemental Indenture valid and binding have been complied with or have been done or performed; and 

WHEREAS, Pemex has requested that the Trustee execute and deliver this Second 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, Pemex 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 Second Supplemental Indenture, “Consent Solicitation Completion Date” shall mean, with respect to any Solicited Series, such time as each of the following events
shall have occurred with respect to such Solicited Series in accordance with the terms and conditions of the Consent Solicitation Statement: (i) the Required Consents for such Solicited Series shall have been accepted at or prior to the
applicable Expiration Time for such series; and (ii) each Holder of such Solicited Series 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 Second Supplemental Indenture. 
 ARTICLE TWO 

AMENDMENT TO INDENTURE 

Section 2.01. With respect to any Solicited Series, upon the occurrence of a Consent Solicitation Completion Date with respect to such
Solicited Series, the text of Section 5.01(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 Subsidiary Guarantor; or the Issuer or any of the Subsidiary 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 Subsidiary Guarantors taken as a whole; or the Issuer, the Subsidiary 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; 
 ARTICLE THREE 

MISCELLANEOUS 
 Section 3.01.
Effect of Supplemental Indenture. This Second Supplemental Indenture supplements the Original Indenture, as supplemented by the First Supplemental Indenture, and shall be a part, and subject to all the terms, thereof with respect to the
Solicited Series. The Original Indenture, as supplemented and amended by the First Supplemental Indenture and this Second Supplemental Indenture, is in all respects ratified and confirmed, and the Original Indenture, as supplemented by the First
Supplemental Indenture and this Second Supplemental Indenture shall be read, taken and construed as one and the same instrument. All provisions included in this Second Supplemental Indenture supersede any conflicting provisions included in the
Original Indenture unless not permitted by law. The Trustee accepts the trusts created by the Indenture, as supplemented by this Second Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Indenture, as
supplemented by this Second Supplemental Indenture. 
 Section 3.02. Governing Law. This Second 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 Second Supplemental Indenture and the Securities by Pemex will be governed by the laws of
Mexico. 
 Section 3.03. Notices. All notices and communications hereunder shall be given in the manner set forth in
Section 1.05 of the Indenture. 

  
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 Section 3.04. Effect of Headings. The section headings herein are for convenience
only and shall not affect the construction of this Second Supplemental Indenture. 
 Section 3.05. Counterparts. The parties may
sign any number of copies of this Second 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 Second Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by Pemex. 

  
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 IN WITNESS WHEREOF, the parties have caused this Second 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