Pemex Refining Sample Contracts

POWER OF ATTORNEY
Power of Attorney • August 13th, 2003 • Pemex Refining • 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 each of 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 6.125% Notes due 2008, U.S. $510,154,000 8.625% Bonds due 2022 and U.S. $757,265,000 7.375% Notes due 2014, with the United States Securities and Exchange Commission and take all

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POWER OF ATTORNEY
Power of Attorney • August 13th, 2003 • Pemex Refining • 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 each of 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. $36,977,000 8.00% Notes due 2011 and U.S. $24,692,000 7.875% Notes due 2009, with the United States Securities and Exchange Commission and take all incidental or ancillary steps before the Co

Contract
Assignment and Indemnity Agreement • October 27th, 2006 • Pemex Refining • Crude petroleum & natural gas • New York

AMENDMENT NO. 1 dated as of August 17, 2006 (this “Amendment”), to the Assignment and Indemnity Agreement (the “Assignment and Indemnity Agreement”) dated as of November 10, 1998, among Petróleos Mexicanos (“Pemex”); Pemex-Exploración y Producción; Pemex-Refinación; Pemex-Gas y Petroquímica Básica; Pemex-Petroquímica; and the Pemex Project Funding Master Trust (the “Trust”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Assignment and Indemnity Agreement.

Contract
Trust Agreement • October 27th, 2006 • Pemex Refining • Crude petroleum & natural gas • Delaware

AMENDMENT NO. 3 dated as of August 17, 2006 (this “Amendment”), to the Trust Agreement (the “Trust Agreement”) dated as of November 10, 1998, as amended, among THE BANK OF NEW YORK, not in its individual capacity but solely as Managing Trustee (the “Managing Trustee”) of the Pemex Project Funding Master Trust (the “Trust”), THE BANK OF NEW YORK (DELAWARE), not in its individual capacity but solely as Delaware Trustee (the “Delaware Trustee”) and Petróleos Mexicanos (“Pemex”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Trust Agreement.

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