Exchange and Registration Rights AgreementMexican Petroleum • February 5th, 2003 • Crude petroleum & natural gas • New York
Petróleos Mexicanos (the "Issuer"), a decentralized public entity of the Federal Government of the United Mexican States ("Mexico"), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Terms Agreement (as defined herein) its 6.50% Notes due February 1, 2005, which are jointly and severally guaranteed by Pemex Exploración y Producción, Pemex-Refinación and Pemex-Gas y Petroquímica Básica (collectively, the "Guarantors"). 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:
