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

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