Exhibit 99.1
FORM OF LETTER TO BROKERS
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
| | | | | | | |
| | | | | | | Corresponding New Securities Series |
| | | | | | | of Pemex Project Funding Master |
| CUSIP Nos. of | | ISIN Nos. of | | Old Securities Series of | | Trust, which have been registered |
| Old Securities | | Old Securities | | Pemex Project Funding Master Trust | | under the Securities Act |
| 70645JBD3 | | US70645JBD37 (Rule 144A) | | | | |
| 70645KBD0 | | US70645KBD00 (Reg. S) | | U.S. $2,500,000,000 | | Up to U.S. $2,500,000,000 |
| 70645KBN8 | | US70645KBN81 (Reg. S) | | 5.75% Notes due 2018 | | 5.75% Guaranteed Notes due 2018 |
| | | | | | | |
| 70645JAT9 | | US70645JAT97 (Rule 144A) | | | | |
| 70645KAT6 | | US70645KAT60 (Reg. S) | | | | |
| 70645JAQ5 | | US70645JAQ58 (Rule 144A) | | | | |
| 70645KAQ2 | | US70645KAQ22 (Reg. S) | | U.S. $501,000,000 | | Up to U.S. $501,000,000 |
| 70645JBE1 | | US70645JBE10 (Rule 144A) | | 6.625% Bonds due 2035 | | 6.625% Guaranteed Bonds due 2035 |
| 70645KBE8 | | US70645KBE82 (Reg. S) | | | | |
| | | | | | | |
| 70645JBM3 | | US70645JBM36 (Rule 144A) | | U.S. $500,000,000 | | Up to U.S. $500,000,000 |
| 70645KBM0 | | US70645KBM09 (Reg. S) | | 6.625% Bonds due 2038 | | 6.625% Guaranteed Bonds due 2038 |
Pursuant to the Prospectus dated July 21, 2008
| | |
| 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 • , 2008 (the “Prospectus”), the 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 5.75% Guaranteed Notes due 2018, registered 6.625% Guaranteed Bonds due 2035 and registered 6.625% Guaranteed Bonds due 2038 (together, the “New Securities”) for any and all outstanding 5.75% Notes due 2018, 6.625% Bonds due 2035 and 6.625% Bonds due 2038 (together, the “Old Securities”) of the Issuer. 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 • , 2008;
2. 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 Midnight, New York City time, on August•, 2008 (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 terms and conditions of the Exchange Offers as set forth in the Prospectus.
Additional copies of the enclosed materials 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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