exv4w7






Exhibit 4.7




     The issue of this Note was approved by the Ministry of Finance and Public Credit of Mexico on
January 27, 2009 pursuant to Official Communication No. 305-I.2.1-019 and has been given
Registration No. 05-2009-F.



     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY 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 THE
DEPOSITORY TRUST COMPANY (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 THE DEPOSITORY TRUST COMPANY 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 THE DEPOSITORY TRUST COMPANY OR A NOMINEE THEREOF EXCEPT IN THE
LIMITED CIRCUMSTANCES SET FORTH IN SECTION 3.05(a) OF THE INDENTURE.



 









 





PETRÓLEOS MEXICANOS




(A Decentralized Public Entity of the Federal Government of the United Mexican States)




8.00% Notes due 2019




Jointly and Severally Guaranteed by

PEMEX-EXPLORACIÓN Y PRODUCCIÓN, PEMEX-REFINACIÓN AND

PEMEX-GAS Y PETROQUÍMICA BÁSICA




REGISTERED

NO. R-1




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



	 	 	 
	PRINCIPAL AMOUNT:

	 	U.S. $2,000,000,000
	SPECIFIED CURRENCY:

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

	 	May 3, 2019
	ISSUE DATE:

	 	[•], 2009
	CUSIP NO.:

	 	71654Q AU6
	INTEREST PAYMENT
	 	 
	DATES:

	 	May 3 and November 3 of each year, commencing May
3, 2009
	 
	 	 
	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.






     Petróleos Mexicanos (herein called “Petróleos Mexicanos” or the “Issuer,” which terms include
any successor entity under the Indenture hereinafter referred to), a decentralized public entity of
the Federal Government (the “Mexican Government”) of the United Mexican States (“Mexico”), 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, 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, until the principal
amount hereof is paid or made available for payment.



F-2 









 





     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 January 27, 2009 (the “Indenture”), between
the Issuer 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 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 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: [•]




	 	 	 	 	 
	 	PETRÓLEOS MEXICANOS

 	 
	 	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 Petróleos Mexicanos (the
“Issuer”) designated as its U.S. $2,000,000,000 8.00% Notes due 2019 (the “Notes”), issued and to
be issued in accordance with an indenture, dated as of January 27, 2009 (herein called the
“Indenture”), between the Issuer 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 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
are initially limited to an aggregate initial principal amount of U.S. $2,000,000,000, subject to
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 at all times rank pari passu with each
other. The payment obligations of the Issuer under the Notes will, except as may be provided by
applicable law and subject to Section 10.06 of the Indenture, at all times rank pari passu 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”).



     The Issuer’s payment obligations under the Notes and the Indenture will have the benefit of
unconditional, joint and several guaranties (the “Guaranties”) as to payment of principal, interest
and any other amounts payable by the Issuer under the Notes from each of Pemex-Exploración y
Producción, Pemex-Refinación and Pemex-Gas y Petroquímica Básica (each, a “Guarantor” and,
together, the “Guarantors”), pursuant to a guaranty agreement, dated July 29, 1996, among the
Issuer and the Guarantors (the “Guaranty Agreement”). The Issuer has designated each of the Notes
and the Indenture as obligations of the Issuer entitled to the benefits of the Guaranty Agreement,
pursuant to certificates of designation, each dated February 3, 2009 (the “Certificates of
Designation”).



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



     2. (a) The Notes will bear interest from May 3, 2009 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, at 8.00% per annum 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



R-1









 







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 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. 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 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



R-2









 







may prescribe, the Issuer will provide for the registration of Notes and registration 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, 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, 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.



     (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, each
Guarantor, the Trustee and any agent of the Issuer, any 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, any Guarantor, the Trustee nor any such agent shall
be affected by any notice to the contrary.



R-3









 





     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 of the Holders to receive any payment of principal of (whether on the Stated
Maturity, upon call for redemption or otherwise) or interest on the Notes 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 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 a Guarantor, such 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 or a Guarantor on this Note after deduction or
withholding for or on account of any present or future tax, assessment or other governmental charge
imposed upon or as a result of such payment by Mexico or any political subdivision or taxing
authority thereof or therein (“Mexican Withholding Taxes”), will not be less than the amount
provided for in this Note and in the Indenture to be 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



R-4









 







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 or a 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 or a 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, if any, 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 Withholding 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, (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 (viii) a Note 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, interest and Redemption Price or any other amount payable under or with
respect to the 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 and the Guarantors’
obligation to pay Additional Amounts set forth in clauses (iii) and (iv) of paragraph (b) 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 and the
Guarantors’ obligation to pay Additional Amounts set forth in clauses (iii) and (iv) of paragraph
(b) above shall not apply if Article 195, Section 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,



R-5









 







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) of the Mexican Income Tax Law (or a substantially similar successor of
such provision), the Issuer or the applicable 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 or the applicable Guarantor
otherwise would meet the requirements for application of Article 195, Section II, paragraph a) of
the Mexican Income Tax Law (or such successor provision) 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
Article 195, Section II, paragraph a) of the Mexican Income Tax Law (or such successor provision)
if the information, documentation or other evidence required under clause (iv) of paragraph (b)
above were provided. In addition, clauses (iii) and (iv) of paragraph (b) 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 or a 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 or Guarantor has
withheld or deducted in respect of any payments made under or with respect to the Notes or the
Guaranties, as the case may be.



     (e) 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.



     (f) 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 or beneficial owner of this Note, and, as a result thereof, such Holder or
beneficial owner is entitled to make a claim for a refund or credit of such excess, then such
Holder or beneficial 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 or the applicable Guarantor, as the case may be. However, by making such assignment,
the Holder or beneficial owner makes no representation or warranty that the Issuer or the
applicable Guarantor, as the case may be, will be entitled to receive such claim for a refund or
credit and such Holder or beneficial owner incurs no other obligation with respect thereto.



     6. (a) This Note may not be redeemed prior to the Stated Maturity, except as specified in
paragraphs (b) and (c) 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




R-6











 




Notes (which notice shall be irrevocable), if (i) the Issuer or any 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 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 Notes and (ii)
prior to the publication of any notice of redemption, the Issuer or any 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 such 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 such 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 Notes 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 equal to the sum of (A) 100% of the principal amount of such Notes and (B) the
Make-Whole Amount (as defined below), plus accrued interest on the principal amount of the Notes to
the date of redemption. “Make-Whole Amount” means the excess of (i) the sum of the present values
of each of the remaining scheduled payments of principal and interest on the Notes (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 50 basis points over (ii) the principal amount of such Notes. “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
Notes 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, the arithmetic mean of the Reference Treasury Dealer
Quotations (as defined below) for such Redemption Date. “Reference Treasury Dealer” means each of
Citigroup Global Markets Inc. and HSBC Securities (USA) 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 will substitute therefor another Primary
Treasury Dealer. “Reference




R-7









 







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 or any Guarantor may at any time purchase Notes at any price in the open
market or otherwise. Notes so purchased by the Issuer or any 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.




          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 Notes
then outstanding, 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 (or any part thereof)
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, or, in the case of non-payment of interest, for
fourteen days after the due date; or




     (b) Breach of Other Obligations: the Issuer 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 written notice of such default shall have been given to the Issuer and the Guarantors
by the Trustee; or




     (c) Cross-Default: default by the Issuer or any of the Issuer’s Material
Subsidiaries (as defined below) or the 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 or any of the
Issuer’s Material Subsidiaries or the 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 or any of the Issuer’s Material Subsidiaries or the 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



R-8









 






     (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 or any of the Issuer’s Material
Subsidiaries or the Guarantors or any of them or any of their respective Material
Subsidiaries; or




     (f) Insolvency: the Issuer or any of the Issuer’s Material Subsidiaries or the
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 or any of the Issuer’s Material Subsidiaries or the 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 or any of the Issuer’s Material
Subsidiaries or the 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 or any of the Issuer’s Material Subsidiaries or the 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 or any of the Issuer’s Material
Subsidiaries or the 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 such Notes, the Indenture and the Guaranty
Agreement or any of the Guarantors lawfully to enter into, perform and comply with its
obligations under the Guaranty Agreement in relation to such Notes and (ii) 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 such Notes, the Indenture or the
Guaranty Agreement or (ii) the Guarantors or any of them to perform or comply with one or
more of its obligations under the Guaranty Agreement with respect to such Notes; or




     (k) Control: the Issuer ceases to be a decentralized public entity of the
Mexican Government or the Mexican Government otherwise ceases to control the Issuer or any
Guarantor; or the Issuer or any of the Guarantors shall be dissolved, disestablished



R-9









 







or suspends 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 and the 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




     (l) Disposals:




     (i) the Issuer 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 de Petróleos Mexicanos (the “Petróleos Mexicanos Law”) or
(B) to a Guarantor; or




     (ii) any 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 Issuer and
the 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 Guaranty Agreement is not (or is claimed by the Issuer or
any of the 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.



R-10









 






     “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 Guarantors and any Subsidiary
of the Issuer or any of the Guarantors having, as of the end of the most recent fiscal
quarter of the Issuer, total assets greater than 12% of the total assets of the Issuer, the
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 Notes then outstanding may rescind and annul such acceleration 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, amendments,
modifications and supplements of the rights and obligations of the Issuer and the rights of the
Holders of the Notes under the Indenture and the Notes at any time to be made by the Issuer and the
Trustee with the consent of the Holders of specified percentages in principal amount of the Notes
at the time Outstanding, on behalf of the Holders of all Notes. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount of the Notes at the
time Outstanding, on behalf of the Holders of all Notes, to waive compliance by the Issuer 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; provided that such additional
notes do not have, for purposes of U.S. federal income taxation, a greater amount of original issue
discount than the Notes have as of the date of the issue of such additional notes.




R-11









 








          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, which are absolute and unconditional, to pay
the principal and premium (if any) of and interest on this Note (as such Notes 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. THIS NOTE SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK, UNITED STATES OF AMERICA.




R-12









 








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 note and all rights thereunder,

hereby irrevocably constituting and appointing



                                                             attorney to transfer said note on the books of Petróleos Mexicanos
, 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.





R-13