Thanks for your comments.  I will let you know our lawyers reaction to
your explanatiion to point 1.

Best regards,

Martha Navarro

-----Original Message-----
From: Marie.Heard [mailto:Marie.Heard@enron.com]
Sent: Viernes, 21 de Septiembre de 2001 04:58 p.m.
To: Martha Navarro-Maldonado
Subject: FW: Pemex Guaranty - Enron




>  -----Original Message-----
> From: 	Heard, Marie
> Sent:	Friday, September 21, 2001 4:55 PM
> To:	'mnavarro@gas.pemex.com@ENRON'
> Cc:	Breslau, Craig; Ortiz, Lucy
> Subject:	RE: Pemex Guaranty - Enron
>
> Ms. Navarro:
>
> Thank you for sending your comments to the guaranty.  Please note our
> comments below.
>
> Marie Heard
> Senior Legal Specialist
> Enron North America Corp.
> Phone:  (713) 853-3907
> Fax:  (713) 646-3490
> marie.heard@enron.com
>
>
>  -----Original Message-----
> From: 	mnavarro@gas.pemex.com@ENRON
> [mailto:IMCEANOTES-mnavarro+40gas+2Epemex+2Ecom+40ENRON@ENRON.com]
> Sent:	Friday, September 21, 2001 10:50 AM
> To:	Breslau, Craig; Ortiz, Lucy; Heard, Marie
> Cc:	crax1504@pmicim.com; gpfx2303@pmicim.com; mmax1805@pmicim.com;
> rhinojosa@dcf.pemex.com; xantonio@dca.pemex.com
> Subject:	Pemex Guaranty - Enron
>
>
> Lucy:
>
> Following please find our Corporate Lawyers comments to the changes
> you
> requested to the Guaranty we are working on:
>
> 1.	Recitals.  We do not see why it would be necessary to add that
> "The Guarantor will directly or indirectly benefit from the
> Transactions between the Beneficiary and PMI".  Please explain.
> [Heard, Marie]    Because (i) it is a correct statement and (ii) it
> clarifies the element of consideration which is essential for purposes
> of enforceability.
>
> 2.	Section 1.  Considering that Pemex normally needs 5 business
> days to request funds in foreing currencies to the Central Bank, we
> need to change the payment date to be 5 Business Days after receipt of
> the Payment Demand instead of 3 days. [Heard, Marie]    We are okay
> with this change.
>
> 3.	Section 6. Jurisdiction.  We think that New York Jurisdiction
is
> a good option and probably the most experienced in terms of
> derivatives
> trading, and therefore we prefer to keep the "exclusive" jurisdiction
> of any federal court sitting in the Borough of Manhattan. [Heard,
> Marie]    We are okay with the "exclusive" jurisdiction.
>
> The rest of your comments are acceptable to us.  Carlos Riveroll will
> be sending you PMI?s comments to the amendment to the MSA, so we can
> finalize this as soon as posible.
>
> Best regards,
>
> Martha Navarro
>
>  - WINMAIL.DAT << File: WINMAIL.DAT >>


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