Exhibit 99.3
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 |
To Our Clients:
Enclosed for your consideration is a prospectus of 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, dated July·, 2005 (the “Prospectus”), and letter of transmittal (the “Letter of Transmittal”), relating to the 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”) upon the terms and subject to the conditions described in the Prospectus. 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.
The material is being forwarded to you as the beneficial owner of the Old Securities carried by us in your account but not registered in your name. A tender of such Old Securities may only be made by us as the holder of record and pursuant to your instructions.
Accordingly, we request instructions as to whether you wish us to tender on your behalf any Old Securities held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal. We also request that you confirm that we may, on your behalf, make the representations and warranties contained in the Letter of Transmittal.
Your instructions should be forwarded to us as promptly as possible in order to permit us to tender the Old Securities on your behalf in accordance with the provisions of the Exchange Offers. 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.
Your attention is directed to the following:
1. The Exchange Offers are for any and all Old Securities.
2. The Exchange Offers are subject to certain conditions set forth in the Prospectus in the section captioned “The Exchange Offers—Conditions to the Exchange Offers.”
3. Any transfer taxes incident to the transfer of Old Securities from the holder to the Issuer will be paid by the Issuer, except as otherwise provided in Instruction 5 in the Letter of Transmittal. See “The Exchange Offers—Transfer Taxes” in the Prospectus.
4. The Exchange Offers expire at 5:00 p.m., New York City time, on the Expiration Date, unless extended by the Issuer.
If you wish to have us tender any of your Old Securities, please so instruct us by completing, executing and returning to us the instruction set forth below. The Letter of Transmittal is furnished to you for information only and may not be used directly by you to tender Old Securities.
Instructions with Respect to the Exchange Offers
The undersigned acknowledge(s) receipt of your letter enclosing the Prospectus, dated July·, 2005 of Pemex Project Funding Master Trust and Petróleos Mexicanos, a decentralized public entity of the Federal Government of the United Mexican States, and the related specimen Letter of Transmittal.
This will instruct you to tender the principal amount of Old Securities indicated below held by you for the account of the undersigned, pursuant to the terms and conditions set forth in the Prospectus and the related Letter of Transmittal. (Check one).
| | | | | |
Box 1 | | ¨ | | | Please tender the Old Securities held by you for my account. If I do not wish to tender all of the Old Securities held by you for my account, I have identified on a signed schedule attached hereto the principal amount of Old Securities that I do not wish tendered. |
| | | | | |
| | |
Box 2 | | ¨ | | | Please do not tender any Old Securities held by you for my account. |
2
| | | | |
| | |
Date: | | | | |
| | | | | Signature |
| | |
| | | | | |
| | |
| | | | | |
| | | | | Please print name(s) here |
| | |
| | | | | |
| | | | | Area Code and Telephone No. |
Unless a specific contrary instruction is given in the space provided, your signature(s) hereon shall constitute an instruction to us to tender all Old Securities.
3
