Exchange and Registration Rights AgreementMexican Petroleum • February 13th, 2003 • Crude petroleum & natural gas • New York
Pemex Project Funding Master Trust, a statutory trust organized under the laws of the State of Delaware (the "Issuer"), proposes to issue and sell to you (collectively, the Purchasers) upon the terms set forth in the Terms Agreement (as defined herein) its 7.375% Notes due 2014, which are unconditionally guaranteed by Petróleos Mexicanos ("Pemex" or the "Guarantor"), a decentralized public entity of the Federal Government of the United Mexican States. As an inducement to the Purchasers to enter into the Terms Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Issuer agrees with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
POWER OF ATTORNEYMexican Petroleum • February 13th, 2003 • Crude petroleum & natural gas
BE IT KNOWN that the undersigned, Pemex Project Funding Master Trust, a Delaware statutory trust ("Trust"), created pursuant to the terms of that certain Trust Agreement, dated as of November 10, 1998 (the "Trust Agreement"), among The Bank of New York, as Managing Trustee, The Bank of New York (Delaware), as Delaware Trustee, and Petroleos Mexicanos ("Pemex"), as Sole Beneficiary, domiciled in Wilmington, Delaware, fully empowered for this purpose, do hereby grant to Juan José Suárez, Chief Financial Officer of Pemex and Mauricio Alazraki, Associate Managing Director of Finance of Pemex, acting individually, a full and sufficient power of attorney to execute and file, on behalf of the Trust, the registration statement on Form F-4 and related amendments thereto relating to the Trust's U.S. $750,000,000 8.00% Notes due 2011, U.S. $1,000,000,000 7.875% Notes due 2009, U.S. $500,000,000 8.625% Bonds due 2022 and U.S. $1,000,000,000 7.375% Notes due 2014, with the United States Securities
