Marie:

Pemex will by signing the guaranty, that will be either Juan Jos?
Suarez (CFO) or Jorge Lanz (Managing Director of Finance).  They will
be able to sign it once we get the final blessing from the Ministry of
Finance, they have to confirm that the guaranty does not represent
contingent public debt and therefore it does not require registration
with Hacienda.  We are checking everyday to make this happen as soon as
possible.
The guaranty cannot be dated as of January 1, 2001 as we got the
authorization from the Board in July this year, and we also need this
confirmatin from Hacienda to be prior to it?s execution.
As soon as we have it signed I will send you a fax, and the hard copy
will follow.

I will keep you posted,
Martha

-----Original Message-----
From: Marie.Heard [mailto:Marie.Heard@enron.com]
Sent: Jueves, 27 de Septiembre de 2001 09:15 a.m.
To: Martha Navarro-Maldonado
Subject: FW: Pemex Guaranty - Enron




>  -----Original Message-----
> From: 	Heard, Marie
> Sent:	Thursday, September 27, 2001 8:38 AM
> To:	'mnavarro@gaas.pemex.com'
> Cc:	Williams, Jason R (Credit)
> Subject:	RE: Pemex Guaranty - Enron
>
> Martha:
>
> Thanks for getting the changes to the form of guaranty approved.  Will
> you please have the guaranty dated effective as of January 1, 2001?
> Also, who will be the party signing the guaranty, and when can we
> expect to receive the signed guaranty?  In addition, when  the
> guaranty has been signed on your part, will you please fax a copy to
> me at (713) 646-3490?
>
> Again, thank you for your assistance on this.
>
> Marie
>
> 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:	Tuesday, September 25, 2001 1:56 PM
> To:	Breslau, Craig; Ortiz, Lucy; Heard, Marie
> Cc:	crax1504@pmicim.com; frosenzweig@dca.pemex.com;
> gpfx2303@pmicim.com; mmax1805@pmicim.com; rhinojosa@dcf.pemex.com;
> xantonio@dca.pemex.com
> Subject:	RE: Pemex Guaranty - Enron
>
> Marie:
>
> Our Corporate Lawyers just agreed to your suggested addition to the
> Recitals Section.  In order to be able to execute the Guaranty we need
> the final blessing of Hacienda, which should be no problem and is
> already in process.  Carlos Riveroll contacting you to reach an
> agreement regarding the Amendment to the MSA to incorporate the
> Guaranty. In the mean time we will prepare the execution copyes be
> ready to sign it.
>
> Best regards,
>
> Martha Navarro
>
> -----Original Message-----
> From: Marie.Heard [mailto:Marie.Heard@enron.com]
> Sent: Viernes, 21 de Septiembre de 2001 04:55 p.m.
> To: IMCEANOTES-mnavarro+40gas+2Epemex+2Ecom+
> Cc: Craig.Breslau; Lucy.Ortiz
> 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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>  - WINMAIL.DAT << File: WINMAIL.DAT >>

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