BONTANG LPG
SUPPLY AGREEMENT
THIS AGREEMENT, made and entered into in Jakarta the 17th
day of November, 1987, but effective as of the 15th day of July,
1986, by and between PERUSAHAAN PERTAMBANGAN MINYAK DAN GAS BUMI
NEGARA ("Pertamina"), on the one hand, and ROY M. HUFFINGTON,
INC. ("Huffco"), HUFFINGTON CORPORATION, VIRGINIA INTERNATIONAL
COMPANY, VIRGINIA INDONESIA COMPANY, ULTRAMAR INDONESIA LIMITED,
UNION TEXAS EAST KALIMANTAN LIMITED and UNIVERSE TANKSHIPS, INC.
(herein referred to collectively as "Contractors" and
individually as "Contractor"), on the other hand,
WITNESSETH:
WHEREAS, Contractors individually own or control all of the
interest of "Contractors" in that certain Production Sharing
Contract, dated August 8, 1968, as amended, by and between PN
Pertambangan Minyak Nasional, predecessor of Pertamina as the Oil
and Gas State Enterprise of the Republic of Indonesia, on the one
hand, and Huffco and Virginia International Company (predecessors
in interest to Contractors) on the other (such contract as
heretofore and hereafter amended is herein referred to as the
"Production Sharing Contract" and the area covered thereby is
herein referred to as the "Huffco Contract Area"); and
WHEREAS, pursuant to the Production Sharing Contract, each of
Pertamina and Contractors is entitled to take and receive, sell
and freely export its respective share of the natural gas
produced and saved from the Huffco Contract Area (the percentage
share of such natural gas to which each of Pertamina and
Contractors is entitled, as determined under the Production
Sharing Contract, is herein referred to as the "Production
Sharing Percentage" of such party); and
WHEREAS, the reserves of natural gas in the Huffco Contract
Area exceed the reserves committed to be produced, supplied and
delivered by Pertamina and Contractors to meet a portion of
Pertamina's existing obligations under LNG sales contracts ("LNG
Sales Contracts") and domestic gas sales contracts; and
WHEREAS, Pertamina, with assistance from Contractors, is
constructing one additional liquefaction train, together with
such additional support facilities as may be required at the
natural gas liquefaction plant located at Bontang Bay, on the
east coast of Kalimantan, Indonesia, as well as constructing
facilities for the liquefaction, fractionation, storage and
loading of liquefied petroleum gas ("LPG") (such LPG facilities
are hereinafter referred to as the "Bontang LPG Facilities"; the
Bontang LPG Facilities, the liquefaction plant and such
additional liquefaction train and support facilities are
hereinafter referred to as the "Bontang Plant"); and
WHEREAS, Pertamina and Contractors are parties to the
Bontang LNG Processing Agreement, dated as of July 1, 1983 (as
from time to time amended, the "Processing Agreement") and will
amend the Processing Agreement to provide for the extraction of
LPG at the Bontang Plant, the operation of the Bontang Plant and
the payment of the costs of such operation (such costs as
determined in accordance with the Processing Agreement are herein
referred to as "Plant Operating Costs"); and
WHEREAS, Pertamina and Contractors have agreed to use the
Bontang LPG Facilities for the extraction of LPG from natural gas
supplied and delivered from the Huffco Contract Area and from
other contract areas in East Kalimantan (the "Other Contract
Areas"), with delivery of LPG from the Bontang LPG Facilities
commencing on or about January 1, 1989; and
WHEREAS, Pertamina, in collaboration with Contractors, its
production sharing contractors in the Other Contract Areas
(Contractors and such other production sharing contractors are
hereinafter referred to as the "Bontang Group") and Mobil Oil
Indonesia Inc. ("Mobil"), has executed seven LPG Sales and
Purchase Contracts, dated July 15, 1986, between Pertamina as
seller, and each of Nippon Petroleum Gas Co., Ltd., Idemitsu
Kosan Gas Co., Ltd., Showa Shell Sekiyu K.K., Mitsubishi
Corporation, Mitsui Liquefied Gas Co., Ltd., Kyodo Oil Co., Ltd.,
and Cosmo Oil Co., Ltd., as buyers (such contracts being
hereinafter referred to collectively as "Initial LPG Sales
Contracts" and individually as an "Initial LPG Sales Contract")
for the sale and supply of (a) LPG manufactured at the Bontang
LPG Facilities from natural gas produced by Pertamina and
Contractors from the Huffco Contract Area and by Pertamina and
its other production sharing contractors from the Other Contract
Areas and (b) LPG manufactured at the LPG facilities located in
North Sumatra (the "Arun LPG Facilities") from natural gas
produced by Pertamina and its production sharing contractor Mobil
from Contract Area B in North Sumatra. [Buyers under the Initial
LPG Sales Contracts, under LPG sales contracts entered into in
substitution for any of such contracts, or under contracts or
agreements entered into to mitigate damages under such contracts,
and Arun Bontang Project Finance Co., Ltd. ("ABPF") as assignee
under the Assignments (as hereinafter defined) are hereinafter
collectively referred to as "Buyers" and individually as a
"Buyer" and the Initial LPG Sales Contracts and any sales
contract entered into in substitution for any such contract or
any contract or agreement entered into to mitigate damages under
any such contract are hereinafter collectively referred to as
"LPG Sales Contracts" and individually as an "LPG Sales
Contract"]; and
WHEREAS, Pertamina has entered into a Memorandum on LPG
Extraction, dated January 30, 1986 (together with the
implementation agreement contemplated thereunder, the
"Compensation Memorandum"), with certain of its Japanese LNG
buyers, to compensate such LNG buyers for certain additional
costs incurred by such LNG buyers as a result of the change in
BTU value of LNG after the extraction of LPG in support of the
LPG Sales Contracts; and
WHEREAS, funds for the construction of the Bontang LPG
Facilities will be provided to Pertamina through advance payments
for LPG to be made by ABPF pursuant to a Bontang LPG Project
Advance Payment Agreement dated as of February 18, 1987 ("Advance
Payment Agreement") which provides that the Buyers (other than
ABPF) shall assign to ABPF (the "Assignments") a portion of the
LPG otherwise to be sold to such Buyers under the LPG Sales
Contracts and that settlements of the amounts payable to ABPF
pursuant to the Advance Payment Agreement will be made ordinarily
by ABPF's setting off or crediting such amounts against the
amounts due Pertamina for the purchase price of LPG bought by
ABPF pursuant to the LPG Sales Contracts and the Assignments; and
WHEREAS, Pertamina and each Contractor desires to supply and
deliver natural gas from the Huffco Contract Area in support of
the performance by Pertamina of an agreed portion of its
obligations under the LPG Sales Contracts and the Compensation
Memorandum; and
WHEREAS, each Contractor desires to dispose of its
Production Sharing Percentage of the Huffco Contract Gas (as
hereinafter defined) in accordance with the terms of this
Agreement,
NOW, THEREFORE, the parties agree as follows:
ARTICLE 1
This Agreement shall be effective as above first stated and
shall terminate on the date that the last of the LPG Sales
Contracts terminates, except that with regard to the obligations
relating to the Producers' Percentage (as hereinafter defined) of
an agreed portion of the quantities of natural gas required to
support the performance by Pertamina of its obligations under the
Compensation Memorandum, this Agreement shall terminate on the
earlier of (1) the date on which Pertamina has discharged its
obligations under the Compensation Memorandum with respect to the
Bontang LNG facilities and (2) the date that the last of the LNG
Sales Contracts terminates.
ARTICLE 2
2.1 The aggregate quantities of LPG to be sold and
delivered by Pertamina and purchased and received by Buyers
pursuant to the Initial LPG Sales Contracts, as of the date
hereof, are 363,000 metric tons in the build-up year 1988 and
1,950,000 metric tons in each "Fixed Quantity Period" (as defined
in the Initial LPG Sales Contracts) thereafter. Of the 363,000
metric tons to be delivered to Buyers in the build-up year 1988
the Arun LPG Facilities shall supply the entire quantity.
The quantities of LPG to be sold and delivered by
Pertamina and purchased and received by any given Buyer pursuant
to its LPG Sales Contract during a Fixed Quantity Period (with
respect to each Initial LPG Sales Contract such quantities are
defined therein as the "Fixed Quantity") are hereinafter referred
to as the "Buyer's Fixed Quantity". Each Buyer's Fixed Quantity
is subject to adjustment pursuant to Article 5.2 of its
respective Initial LPG Sales Contract or under similar provisions
of other LPG Sales Contracts. Determination of such adjustment
shall be a matter of prior consultation and agreement between
Pertamina and Contractors.
It is agreed among the parties that the entire
quantity of LPG produced at the Bontang LPG Facilities and the
Arun LPG Facilities in any Fixed Quantity Period shall be sold
under the LPG Sales Contracts and scheduled for lifting in
accordance therewith to the extent permitted by the terms of the
LPG Sales Contracts.
The aggregate quantity of LPG to be produced and
sold from the Bontang LPG Facilities under the LPG Sales
Contracts for each Fixed Quantity Period is herein referred to as
the "Bontang Supply Requirement" and the aggregate quantity of
LPG to be produced and sold from the Arun LPG Facilities for the
same Fixed Quantity Period is herein referred to as the "Arun
Supply Requirement".
2.2(a) The Arun LPG Facilities shall supply the entire
quantity to be delivered to Buyers in the build-up year 1988.
Subject to (b) and (c) below, the Bontang Supply Requirement and
the Arun Supply Requirement for each Fixed Quantity Period after
the build-up year, shall be respectively the anticipated
production of LPG from the Bontang LPG Facilities for the
relevant Fixed Quantity Period and the anticipated production of
LPG from the Arun LPG Facilities for the same Fixed Quantity
Period. In both cases the anticipated production shall form the
basis of the notice establishing each Buyer's Fixed Quantity
given pursuant to Article 5.2 of the Initial LPG Sales Contracts
or pursuant to any similar provision of other LPG Sales
Contracts.
(b) Subject to (c) below, if the sum of the Bontang
Supply Requirement and Arun Supply Requirement established under
(a) above is greater than the aggregate of the "Buyer's Fixed
Quantities" for the relevant Fixed Quantity Period, then the
Bontang Supply Requirement shall be 17.948718 percent of such
aggregate and the Arun Supply Requirement shall be 82.051282
percent of such aggregate.
(c) If the Bontang Supply Requirement resulting from
the application of (b) above is greater than the anticipated
production of LPG from the Bontang LPG Facilities as determined
under (a) above for the relevant Fixed Quantity Period, then the
Bontang Supply Requirement shall be equal to such anticipated
production from the Bontang LPG Facilities and the Arun Supply
Requirement shall be the aggregate of the "Buyer's Fixed
Quantities" minus such anticipated Bontang production. If the
Arun Supply Requirement resulting from the application of (b)
above is greater than the anticipated production of LPG from the
Arun LPG Facilities as determined under (a) above for the same
Fixed Quantity Period, then the Arun Supply Requirement shall be
equal to such anticipated production from the Arun LPG Facilities
and the Bontang Supply Requirement shall be the aggregate of the
"Buyer's Fixed Quantities" minus such anticipated Arun
production.
2.3(a) To the extent possible, all deliveries of LPG to
each Buyer shall be scheduled over each Fixed Quantity Period to
ensure that deliveries are made to each Buyer from each of the
Bontang LPG Facilities and the Arun LPG Facilities in proportion
to their respective supply requirements.
(b) To the extent either the Bontang LPG Facilities or
the Arun LPG Facilities are unable to make available sufficient
quantities of LPG to meet such facilities' supply requirement for
any Fixed Quantity Period for any reason other than failure or
inability of a Buyer to take available quantities of LPG (whether
or not excused by reason of an event of "Force Majeure", as such
event is defined in the LPG Sales Contract, affecting such
Buyer), the shortfall shall be scheduled for delivery by the
other LPG facilities to the extent they can supply the same
within the same Fixed Quantity Period.
The supply requirement of the LPG facilities
experiencing the shortfall shall be decreased for such Fixed
Quantity Period during which a shortfall occurs, by the scheduled
quantity which such LPG facilities were unable to supply, and the
supply requirement of the other LPG facilities shall be increased
for such Fixed Quantity Period by the quantity actually delivered
by such other LPG facilities with respect to the shortfall.
No adjustment of a Bontang Supply Requirement or an
Arun Supply Requirement for any Fixed Quantity Period pursuant to
this paragraph (b) shall operate to modify the Bontang Supply
Requirement or the Arun Supply Requirement to be delivered in any
other Fixed Quantity Period.
ARTICLE 3
3.1 The total quantity of net natural gas required to
be supplied and delivered out of recoverable reserves of natural
gas in East Kalimantan for liquefaction and sale as LPG under the
LPG Sales Contracts, to maintain deliveries of LNG following
extraction of LPG, and to support an agreed proportion of the
performance by Pertamina of its obligations under the
Compensation Memorandum is estimated to be 0.204 trillion
standard cubic feet ("t.s.c.f."); such quantity is herein
referred to as the "LPG Net Gas Requirement".
The LPG Net Gas Requirement is subject to revision
from time to time to account for the actual quantities of LPG
produced at the Bontang Plant and which Buyers may purchase and
lift under the LPG Sales Contracts or side letters thereto.
3.2 Pertamina and Contractors hereby commit and agree
to supply and deliver from recoverable reserves of natural gas in
the Huffco Contract Area sufficient natural gas (and LNG
resulting from the liquefaction thereof and LPG extracted
therefrom) to meet a portion of the LPG Net Gas Requirement over
the term of this Agreement consisting of 0.060 t.s.c.f., or
29.6004% thereof, subject to adjustment as provided in Section
3.4. Such quantities of net natural gas committed to be supplied
pursuant to this Agreement are herein referred to as the "Huffco
Contract Gas", and the above-stated percentage is herein referred
to as the "Producers' Percentage".
3.3 To meet the balance of the LPG Net Gas Requirement
constituting 0.144 t.s.c.f., subject to adjustment as provided in
Section 3.4, sufficient natural gas (and LNG resulting from the
liquefaction thereof and LPG extracted therefrom) will be
committed for supply and delivery by Pertamina and its production
sharing contractors from recoverable reserves of natural gas in
the Other Contract Areas by separate supply agreements, similar
hereto and compatible herewith, executed and delivered
concurrently herewith (such amounts are herein collectively
referred to as the "Other Contract Gas").
3.4 The amounts of net natural gas constituting the
Huffco Contract Gas and the Other Contract Gas are part of the
estimates of proved recoverable reserves of natural gas as
certified by the independent petroleum consultant firm of
DeGolyer and MacNaughton in written statements dated on or before
April 10, 1986, based on data available on January 31, 1986.
The figures for the Huffco Contract Gas, the Other
Contract Gas and the Producers' Percentage set forth in Sections
3.2 and 3.3 are based on data available as of the date of
execution of this Agreement. Such figures shall be adjusted to
take into account more accurate data in respect of the various
supply sources with regard to:
(a) field shrinkage;
(b) past and future flare and fuel use;
(c) CO2 and other inert content;
(d) plant condensate.
3.5 Upon completion of the adjustments provided for in
Section 3.4, but not later than the date of loading the initial
cargo of LPG for delivery under the LPG Sales Contracts,
Pertamina and Contractors shall execute a memorandum supplemental
to this Agreement confirming the quantity of the Huffco Contract
Gas and the Other Contract Gas and the Producers' Percentage.
ARTICLE 4
The Huffco Contract Gas and the Other Contract Gas
may be produced from different fields at times and production
rates which may change from time to time during the term hereof
so as to secure the optimal ultimate recovery of natural gas. The
supply of natural gas from the Huffco Contract Area and the Other
Contract Areas will be coordinated among Pertamina, Huffco and
the operators of the Other Contract Areas so as to conserve and
permit full utilization of such natural gas. The sources of
supply, producing rates, quality of gas, metering and related
matters shall be matters for study by the East Kalimantan Gas
Reserves Management Committee, consisting of representatives from
Pertamina, Huffco, Total Indonesie and Unocal Indonesia, Ltd.
ARTICLE 5
5.1 Pertamina shall be responsible for the due and
prompt administration of the LPG Sales Contracts for the benefit
of Pertamina and Contractors. All matters which affect the LPG
Sales Contracts or the sale and delivery of LPG thereunder will
be administered by a representative to be appointed by Pertamina
and the representative appointed by Contractors under Article 8.
It is understood, however, where immediate action is required, it
will be necessary from time to time for Pertamina, as seller, to
take certain administrative and operational actions without prior
consultation. Contractors will be promptly advised of such
action.
5.2 Pertamina and Contractors agree to consult with
each other freely on all matters relating to the LPG Sales
Contracts or otherwise relating to the manufacture, sale or
disposition of LPG produced at the Bontang LPG Facilities.
Pertamina and Contractors shall confer and agree as to any
amendment to the LPG Sales Contracts and as to any permitted
action or election thereunder which constitutes a material
adjustment in the quantities of LPG to be sold and delivered
thereunder or change in the terms thereof. At the request of any
party hereto, a memorandum evidencing such agreement shall be
prepared as soon as feasible and signed by each party hereto.
5.3 Pertamina will cause the LPG produced from the
Huffco Contract Gas and the Other Contract Gas to be delivered to
Buyers at the "Delivery Point" as defined in the LPG Sales
Contracts. Title to each Contractor's share of LPG will pass to
Pertamina eo instante with the passage of title from Pertamina to
Buyers.
5.4 At the time of delivery of each cargo of LPG from
the Bontang Plant to a Buyer at the Delivery Point, Pertamina
will furnish Contractors with appropriate documentation to
evidence the quantity and quality thereof, together with copies
of the invoices to such Buyer covering such shipment. Pertamina
will also furnish to Contractors a copy of each invoice or other
billing delivered to a Buyer on account of (a) damages resulting
from such Buyer's failure to meet its "Lifting Obligation" as
defined in the relevant LPG Sales Contract; (b) interest; or (c)
other payment obligations of said Buyer under the LPG Sales
Contract insofar as the same relates to LPG scheduled for
delivery from the Bontang LPG Facilities, concurrently with its
being furnished to the Buyer. Calculation of the "Contract Sales
Prices" under the LPG Sales Contracts, the amount of sales
invoices and other billings to Buyers, and any adjustments shall
be reviewed and approved by Pertamina and Contractors prior to
presentation to Buyers.
5.5 In the event a Buyer fails, or if it is anticipated
that a Buyer will be unable, to take delivery of a quantity of
LPG from the Bontang LPG Facilities when so required in
accordance with the terms of the applicable LPG Sales Contract,
Pertamina and Contractors shall agree on the measures to be taken
to dispose of such LPG or, if necessary, to curtail the
manufacture of LPG at the Bontang LPG Facilities. It is
understood that the measures to be taken should avoid adversely
affecting Pertamina's obligations under the LNG Sales Contracts.
If Pertamina and Contractors are unable to agree on the measures
to be taken, each shall have the right to take and receive, sell
and freely export its Production Sharing Percentage of the
Producers' Percentage of such LPG.
ARTICLE 6
6.1 The amounts to be paid to each Contractor for its
share of the LPG produced from natural gas to be supplied under
this Agreement shall be its Production Sharing Percentage of the
Producers' Percentage of the sum of:
(a) all amounts to be paid by Buyers to Pertamina for
LPG sold and delivered from the Bontang LPG Facilities under the
LPG Sales Contracts and the Assignments;
(b) all other amounts which Buyers shall become
obligated to pay pursuant to the LPG Sales Contracts and the
Assignments, with regard to LPG scheduled for shipment from the
Bontang LPG Facilities, including, without limitation, amounts
payable:
(i) for damages payable by a Buyer to Pertamina
pursuant to Article 5.5 of the Initial LPG
Sales Contracts resulting from such Buyer's
failure to meet its "Lifting Obligation" (as
defined in the relevant Initial LPG Sales
Contract), or under similar provisions of
other LPG Sales Contracts, with respect to
any shipment scheduled from the Bontang LPG
Facilities; and
(ii) for interest accruing on overdue invoice
payments; and
(c) interest earned on any of the amounts referred to
in this Section 6.1.
6.2 In order to arrange for the receipt by each
Contractor of the payments to which such Contractor is entitled
under Section 6.1, Pertamina hereby assigns to each Contractor
that Contractor's Production Sharing Percentage of the Producers'
Percentage of all amounts referred to in Section 6.1, other than
amounts payable by ABPF, as assignee under the Assignments, which
are set off or credited against amounts due ABPF or paid to the
"Payment Trustee" pursuant to the Advance Payment Agreement.
6.3 Throughout the term of this Agreement, all payments
referred to in Section 6.1 shall be paid in U.S. Dollars,
directly to Continental Bank International in New York City (or
such other leading bank in the United States as shall be selected
by Pertamina and approved by Contractors) pursuant to a Trustee
and Paying Agent Agreement, the parties to which shall be
Pertamina, Contractors, the production sharing contractors in the
Other Contract Areas and the Trustee thereunder. The Trustee and
Paying Agent Agreement shall provide that amounts received by the
Trustee shall be used for payment of an agreed portion of Plant
Operating Costs and other costs approved by Pertamina and
Contractors. Amounts received by the Trustee, to the extent that
they are not used for payment of the costs referred to in the
preceding sentence, shall, insofar as they are applicable to the
Huffco Contract Gas, be disbursed to Pertamina and each
Contractor in accordance with its Production Sharing Percentage
at a bank or banks of its choice.
6.4(a) The right of Contractors to the payments provided
for in this Article 6 shall extend throughout the term of this
Agreement and shall not be affected by the production rates or
sources of natural gas supplied from the Huffco Contract Area or
the Other Contract Areas from time to time during the term
hereof.
(b) If the quantities of net natural gas produced from
the Huffco Contract Area and delivered pursuant to this Agreement
exceed in the aggregate the quantity of the Huffco Contract Gas,
the Producers' Percentage (and the revenues to be paid to
Pertamina and Contractors hereunder) will not be increased,
except in the event of an occurrence contemplated in Section
6.4(d), and Contractors, together with Pertamina, will be
credited with and have the right to receive revenue from future
marketing opportunities in respect of a quantity of net natural
gas from reserves in the Other Contract Areas equal to such
excess quantities.
(c) If the quantities of net natural gas produced from
the Huffco Contract Area and delivered pursuant to this Agreement
are in the aggregate less than the quantity of the Huffco
Contract Gas, the Producers' Percentage (and the revenues to be
paid to Pertamina and Contractors hereunder) will not be reduced,
except in the event of an occurrence contemplated in Section
6.4(d), and the production sharing contractors in the Other
Contract Areas, together with Pertamina, will be credited with
and have the right to receive revenue from future marketing
opportunities in respect of a quantity of net natural gas from
reserves in the Huffco Contract Area equal to excess quantities
delivered from sources within the Other Contract Areas.
(d) If an insufficiency of deliverable reserves of
natural gas shall occur which precludes the delivery from
participating fields within the Huffco Contract Area or from
participating fields within either or both of the Other Contract
Areas of the aggregate amount of natural gas committed therefrom
pursuant to this Agreement or to one or both of the supply
agreements referred to in Section 3.3 over the term thereof, then
such insufficiency shall be delivered from participating fields
within the area(s) not experiencing an insufficiency of
deliverable reserves and the Producers' Percentage shall
thereupon be adjusted (together with a corresponding adjustment
to the Huffco Contract Gas) to reflect the revised share of the
net natural gas in support of Pertamina's obligations under the
LPG Sales Contracts, to maintain deliveries of LNG following
extraction of LPG, and to support performance by Pertamina of its
obligations under the Compensation Memorandum which will be
supplied and delivered from the Huffco Contract Area over the
term hereof, such adjustment in the Producers' Percentage to
apply only to payments provided for in this Article 6 received
after the date thereof. The procedure for determining (a) an
insufficiency in deliverable reserves, (b) the allocation between
the Huffco Contract Area and one of the Other Contract Areas of
the right to supply any deficiency in deliveries of the Other
Contract Gas or the allocation between the Other Contract Areas
of the right to supply any deficiency in deliveries of the Huffco
Contract Gas, and (c) the calculation of the future Producers'
Percentage shall be made in accordance with principles to be
decided upon by Pertamina.
ARTICLE 7
ALL DISPUTES ARISING IN CONNECTION WITH THIS AGREEMENT SHALL
BE FINALLY SETTLED BY ARBITRATION CONDUCTED IN THE ENGLISH
LANGUAGE IN PARIS, FRANCE, BY THREE ARBITRATORS UNDER THE RULES
OF ARBITRATION OF THE INTERNATIONAL CHAMBER OF COMMERCE.
JUDGMENT UPON THE AWARD RENDERED MAY BE ENTERED IN ANY COURT
HAVING JURISDICTION, OR APPLICATION MAY BE MADE TO SUCH COURT FOR
A JURIDICAL ACCEPTANCE OF THE AWARD AND AN ORDER OF
ENFORCEMENT,
AS THE CASE MAY BE.
THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, UNITED STATES
OF AMERICA.
ARTICLE 8
Huffco is designated representative by Contractors for
performance on behalf of Contractors of their obligation under
Section 5.1 and for the giving of notices, responses or other
communications to and from Contractors under this Agreement.
Such representative may be changed by written notice to such
effect from Contractors to Pertamina.
ARTICLE 9
Any notices to the parties shall be in writing and sent to
the following addresses:
To Pertamina:
PERUSAHAAN PERTAMBANGAN MINYAK DAN GAS BUMI NEGARA
("PERTAMINA")
Jalan Medan Merdeka Timur 1 A
Jakarta, Indonesia
Attention: Head of BKKA
Cable: PERTAMINA, Jakarta, Indonesia
Telex: Pertamina, 44134 Jakarta
Telecopy: 343882
To Contractors:
HUFFCO INDONESIA
6th Floor, Kuningan Plaza
South Tower
JL.H.R. Rasuna Said Kav. C11-14
P.O. Box 2828
Jakarta Selatan, Indonesia
Attention: President
Cable: HUFFCO
Telex: 79644421
Telecopy: 5200174 or 3800037
cc: Roy M. Huffington, Inc.
InterFirst Plaza
P.O. Box 4455, 1100 Louisiana
Houston, Texas 77210
U.S.A.
Attention: President
Telex: 762-810
Telecopy: (713) 651-0104
A party may change its address by written notice to the other
parties.
ARTICLE 10
10.1 This Agreement shall not be amended or modified
except by written agreement signed by the parties hereto.
10.2 This Agreement shall inure to the benefit of, and
be binding upon, Pertamina and each Contractor, their respective
successors and assigns, provided that this Agreement shall be
assignable by a Contractor only if such Contractor concurrently
assigns to the same assignee an equal interest in the Production
Sharing Contract.
10.3 The parties to this Agreement shall be the only
persons or entities entitled to enforce the obligations hereunder
of the other parties hereto, and no persons or entities not
parties to this Agreement shall have the right to enforce any of
the obligations hereunder of any of the parties hereto.
IN WITNESS WHEREOF, Pertamina and Contractors have caused
their duly authorized representatives to execute this Agreement
the day and year first written above, but effective as of
July 15, 1986.
PERUSAHAAN PERTAMBANGAN MINYAK CONTRACTORS:
DAN GAS BUMI NEGARA (PERTAMINA)
ROY M. HUFFINGTON, INC.
BY ___________/s/_____________ BY __________/s/__________
HUFFINGTON CORPORATION
BY __________/s/__________
VIRGINIA INTERNATIONAL COMPANY
BY __________/s/__________
VIRGINIA INDONESIA COMPANY
BY __________/s/__________
ULTRAMAR INDONESIA LIMITED
BY __________/s/__________
UNION TEXAS EAST KALIMANTAN
LIMITED
BY __________/s/__________
UNIVERSE TANKSHIPS, INC.
BY __________/s/__________