SEC Order Granting Application for Exemption: Petroleos Mexicanos and the Pemex Project Funding Master Trust

SECURITIES AND EXCHANGE COMMISSION
(File No. 22-28755)
Order Granting Application for Exemption: Petroleos Mexicanos and the Pemex Project Funding Master Trust October 13, 2004 Petroleos Mexicanos (Pemex) and the Pemex Project Funding Master Trust have filed an application under Section 304(d) of the Trust Indenture Act of 1939. In that application, Pemex and the Master Trust have asked the Commission to exempt from the provisions of Section 316(b) of the 1939 Act: (1) an indenture between Pemex, certain subsidiary guarantors of Pemex and Deutsche Bank Trust Company Americas, as trustee and (2) an indenture between the Master Trust, Pemex as guarantor, certain subsidiary guarantors of Pemex and Deutsche Bank Trust Company Americas, as trustee. The indentures relate to debt securities of Pemex and the Master Trust that will be issued in the future and that will be qualified under the 1939 Act. The application requests an exemption from Section 316(b) to allow the inclusion of a “collective action clause” in each of the indentures at issue. These collective action clauses would permit, under specified circumstances described in the application, an amendment of payment terms (including the amount due as principal or interest and the maturity date) with the consent of the holders of a supermajority (75%) of the outstanding principal amount of debt securities. A description of the indentures and the basis for the request is more fully set forth in the application from Pemex and the Master Trust dated August 27, 2004. That application is on file in the Commission’s Public Reference Section, File No. 22-28755, 450 Fifth Street, NW, Washington, DC 20549.