Exhibit 99.2
PEMEX PROJECT FUNDING MASTER TRUST
Offers to Exchange Securities
which have been
Registered under the Securities Act of 1933, as amended,
and which are
Unconditionally Guaranteed by Petróleos Mexicanos,
for any and all of its Corresponding Outstanding Securities
| | | | | | |
CUSIP Nos. of
Old Securities
| | ISIN Nos. of
Old Securities
| | Old Securities Series of
Pemex Project Funding Master Trust
| | Corresponding New Securities Series
of Pemex Project Funding Master
Trust, which have been registered
under the Securities Act
|
| 706451AR2 U70577AM0 | | US706451AR21 (Rule 144A) USU70577AM03 (Reg. S) | | U.S. $158,353,000
9.00% Guaranteed Notes due 2007 | | Up to U.S. $158,353,000
9.00% Guaranteed Notes due 2007 |
| | | |
| 706451AS0 U70577AN8 | | US706451AS04 (Rule 144A) USU70577AN85 (Reg. S) | | U.S. $399,619,000
8.85% Guaranteed Notes due 2007 | | Up to U.S. $399,619,000
8.85% Guaranteed Notes due 2007 |
| | | |
| 706451AT8 U70577AP3 | | US706451AT86 (Rule 144A) USU70577AP34 (Reg. S) | | U.S. $439,011,000
9 3/8% Guaranteed Notes due 2008 | | Up to U.S. $439,011,000
9 3/8% Guaranteed Notes due 2008 |
| | | |
| 706451AU5 U70577AQ1 | | US706451AU59 (Rule 144A) USU70577AQ17 (Reg. S) | | U.S. $324,220,000
9 1/4% Guaranteed Bonds due 2018 | | Up to U.S. $324,220,000
9 1/4% Guaranteed Bonds due 2018 |
| | | |
| 706451AV3 U70577AR9 | | US706451AV33 (Rule 144A) USU70577AR99 (Reg. S) | | U.S. $228,735,000
8.625% Guaranteed Bonds due 2023 | | Up to U.S. $228,735,000
8.625% Guaranteed Bonds due 2023 |
| | | |
| 706451AW1 U70577AS7 | | US706451AW16 (Rule 144A) USU70577AS72 (Reg. S) | | U.S. $354,477,000
9.50% Guaranteed Bonds due 2027 | | Up to U.S. $354,477,000
9.50% Guaranteed Bonds due 2027 |
| | | |
| 706451AX9 U70577AT5 | | US706451AX98 (Rule 144A) USU70577AT55 (Reg. S) | | U.S. $403,746,000
9.50% Guaranteed Puttable or Mandatorily Exchangeable Securities (“POMESSM”) due 2027 | | Up to U.S. $403,746,000
9.50% Guaranteed POMESSM due 2027 |
| | | |
| 70645JAP7 70645KAP4 | | US70645JAP75 (Rule 144A) US70645KAP49 (Reg. S) | | U.S. $1,000,000,000
5.75% Notes due 2015 | | Up to U.S. $1,000,000,000
5.75% Guaranteed Notes due 2015 |
| | | |
| 70645JAQ5 70645KAQ2 | | US70645JAQ58 (Rule 144A) US70645KAQ22 (Reg. S) | | U.S. $500,000,000
6.625% Bonds due 2035 | | Up to U.S. $500,000,000
6.625% Guaranteed Bonds due 2035 |
Pursuant to the Prospectus dated July·, 2005
| To: | Brokers, Dealers, Commercial Banks, |
Trust Companies and Other Nominees:
Upon and subject to the terms and conditions set forth in the prospectus, dated July·, 2005 (the “Prospectus”), and the enclosed letter of transmittal (the “Letter of Transmittal”), Pemex Project Funding Master Trust (the “Issuer”) and Petróleos Mexicanos (the “Guarantor”), a decentralized public entity of the Federal Government of the United Mexican States, are making offers to exchange (the “Exchange Offers”) registered 9.00% Guaranteed Notes due 2007, registered 8.85% Guaranteed Notes due 2007, registered 9 3/8% Guaranteed Notes due 2008, registered 9 1/4% Guaranteed Bonds due 2018, registered 8.625% Guaranteed Bonds due 2023, registered 9.50% Guaranteed Bonds due 2027, registered 9.50% Guaranteed POMESSM due 2027, registered 5.75% Guaranteed Notes due 2015 and registered 6.625% Guaranteed Bonds due 2035 (collectively, the “New Securities”) for any and all outstanding 9.00% Guaranteed Notes due 2007, 8.85% Guaranteed Notes due 2007, 9 3/8% Guaranteed Notes due 2008, 9 1/4% Guaranteed Bonds due 2018, 8.625% Guaranteed Bonds due 2023, 9.50% Guaranteed Bonds due 2027, 9.50% Guaranteed POMESSM due 2027, 5.75% Notes due 2015 and 6.625% Bonds due 2035 (collectively, the “Old Securities”). The Exchange Offers are being made in order to satisfy certain of the Issuer’s obligations under the Registration Rights Agreements referred to in the Prospectus.
We are requesting that you contact your clients for whom you hold Old Securities regarding the Exchange Offers. For your information and for forwarding to your clients for whom you hold Old Securities registered in your name or in the name of your nominee, or who hold Old Securities registered in their own names, we are enclosing multiple sets of the following documents:
1. Prospectus dated July·, 2005;
2. Letter of Transmittal relating to the 9.00% Guaranteed Notes due 2007, the 8.85% Guaranteed Notes due 2007, the 9 3/8% Guaranteed Notes due 2008, the 9 1/4% Guaranteed Bonds due 2018, the 8.625% Guaranteed Bonds due 2023, the 9.50% Guaranteed Bonds due 2027, the 9.50% Guaranteed POMESSM due 2027, the 5.75% Guaranteed Notes due 2015 and the 6.625% Guaranteed Bonds due 2035 for your use and for the information of your clients; and
3. A form of letter that may be sent to your clients for whose account you hold Old Securities registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Exchange Offers.
Your prompt action is requested. The Exchange Offers will expire at 5:00 p.m., New York City time, on August·, 2005 (the “Expiration Date”), unless extended by the Issuer. The Old Securities tendered pursuant to the Exchange Offers may be withdrawn at any time before the Expiration Date, unless previously accepted by the Issuer.
Tenders of Old Securities for exchange pursuant to the Exchange Offers may be made only by book-entry transfer of the Old Securities to the account established by the Exchange Agent referred to below at the Book-Entry Transfer Facility maintained by The Depository Trust Company (“DTC”), together with a computer generated message, transmitted by means of DTC’s Automated Tender Offer Program system and received by the Exchange Agent, in which the tendering holder agrees to be bound by the Letter of Transmittal, all in accordance with the instructions set forth in the Letters of Transmittal and the Prospectus.
Additional copies of the enclosed material may be obtained from Deutsche Bank Trust Company Americas, as Exchange Agent, c/o DB Services Tennessee, Attention: Trust & Securities Services, Reorganization Unit, 648 Grassmere Park Road, Nashville, Tennessee 37211, Telephone: (800) 735-7777.
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