0001193125-06-216186 Sample Contracts

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.

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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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