Jorge F. Rojas 
Natural Gas Trading and Transportation Division
MGI Supply, Ltd.
An affiliate of Pemex Gas y Petroquímica Básica
mailto:jrojas@gas.pemex.com

•	Each party will pay all their corresponding  contributions and any other fiscal charges, according to Federal State., and Municipal laws in the Mexican States and the United States, that each party has the obligation to pay during the duration, execution and fulfillment of this contract.

•	The parties shall use their best efforts to resolve any disputes arising out of or pertaining to the provisions of this Agreement informally by good faith negotiations.  Any such dispute which cannot be resolved shall, unless subject to the exclusive jurisdiction of the Commission, be submitted to binding arbitration by a panel of three arbitrators, in accordance with the following:
 
	a)	The arbitration shall be conducted in English in accordance with the provisions of this Paragraph.  In addition, the parties may agree on such other rules as they deem necessary, but in the event a subject is not covered in this Paragraph and if the parties agree thereon, the Rules of Arbitration of the International Chamber of Commerce ("ICC") of Paris, France shall apply to the extent not inconsistent with the provisions of this Paragraph.  It is understood and agreed that the references in this Paragraph to the rules of the ICC shall signify only the parties' agreement to utilize such rules where appropriate, and not the parties agreement to utilize the full service of the ICC.
 
	b)	The arbitration shall be deemed to be initiated when a party receives written notice thereof from the other party.
 
	c)	The panel of arbitrators shall be chosen as follows:  the party requesting arbitration shall include in its written notice to the other party the name of the arbitrator.  The other party shall then have 20 days to appoint a second arbitrator, whose appointment shall be provided by written notice to the party requesting the arbitration.  In the event of failure to do so, the party requesting arbitration may apply to the ICC Court of Arbitration for appointment of a second arbitrator, the two arbitrators shall then, within the following 20 days after the appointment of the second arbitrator, appoint the third arbitrator and, in the event of their failure to do so, then either party, upon reasonable prior notice to the other, apply to the ICC Court of Arbitration for appointment of the third arbitrator.
 
	d)	The arbitration shall be held in Houston, Texas.
 
	e)	The parties' right to reasonable discovery shall be determined by the panel of arbitrators, and the panel shall be authorized to request from either party such information as they deem necessary to resolve the dispute.
 
	(f)	Time shall be of the essence in any arbitration.  The hearing shall be held as expeditiously as possible, but in any event it shall commence not less than 90 days from the selection of the panel of arbitrators.  The action of a majority of the members of the panel of arbitrators shall govern, and their decision in writing shall be issued no more than 40 days following submission of the matter for the decision at the conclusion of the hearing.
 
	g)	The arbitrator's decision shall be final and binding on the parties.  Judgment upon the award rendered by the arbitrators may be entered in a court of law having jurisdiction thereof.  In the event that it is necessary to enforce such award, all costs of enforcement, including reasonable attorney's fees (for in-house or outside counsel) shall be payable by the party against whom such award is enforced.  The arbitrator's decision shall thereafter be filed with the Commission for incorporation by reference in this Agreement.
 
	h)	Pending such decision, the parties shall continue to operate under the Agreement as it existed on the date arbitration was requested.  Provided, however, the arbitrator's decision shall be retroactive to the date arbitration is initiated.
 
	i)	Each party shall pay its own costs incurred in connection with the arbitration proceedings as well as the costs of the arbitrator selected by or for it, and all other costs of the arbitration shall be equally divided between the parties.
 
The parties hereto understand and agree that the arbitration proceedings established in this provision shall be binding and effective as between the undersigned parties only, and shall not bestow, create or grant any legal rights to any third party.  In addition, the foregoing arbitration provision shall not be construed to constitute a waiver, implied or overt, of any right of sovereign immunity that any party hereto or third party may have or assert.

Jorge F. Rojas 
Natural Gas Trading and Transportation Division
MGI Supply, Ltd.
An affiliate of Pemex Gas y Petroquímica Básica
mailto:jrojas@gas.pemex.com