THIRD
SUPPLY AGREEMENT
FOR PACKAGE IV EXCESS SALES
(TOHO GAS CONTRACT - PACKAGE IV QUANTITIES)
between
PERTAMINA
and
VIRGINIA INDONESIA COMPANY
LASMO SANGA SANGA LIMITED
OPICOIL HOUSTON, INC.
UNION TEXAS EAST KALIMANTAN LIMITED
UNIVERSE GAS & OIL COMPANY, INC.
and
VIRGINIA INTERNATIONAL COMPANY
Dated: September 28, 1993
Effective: January 1, 1991
THIRD
SUPPLY AGREEMENT
FOR PACKAGE IV EXCESS SALES
(TOHO GAS CONTRACT - PACKAGE IV QUANTITIES)
THIS SUPPLY AGREEMENT, made and entered into in Jakarta the
28th day of September, 1993, but effective as of the 1st day
of January, 1991, by and between PERUSAHAAN PERTAMBANGAN
MINYAK DAN GAS BUMI NEGARA ("PERTAMINA"), on the one hand,
and VIRGINIA INDONESIA COMPANY ("VICO"), LASMO SANGA SANGA
LIMITED, OPICOIL HOUSTON, INC., UNION TEXAS EAST KALIMANTAN
LIMITED, UNIVERSE GAS & OIL COMPANY, INC., and VIRGINIA
INTERNATIONAL COMPANY (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 Amended and Restated
Production Sharing Contract, dated April 23, 1990, but effective
as of August 8, 1968 (such contract as hereafter amended is
herein referred to as the "Amended and Restated Production
Sharing Contract") and that certain Production Sharing Contract
dated April 23, 1990, but effective as of August 8, 1998 (such
contract as hereafter amended is herein referred to as the
"Renewed Production Sharing Contract"). The Amended and Restated
Production Sharing Contract and the Renewed Production Sharing
Contract are herein referred to collectively as the "Production
Sharing Contracts" and the area covered thereby is herein
referred to as the "VICO Contract Area"; and
WHEREAS, pursuant to the Production Sharing Contracts, 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 VICO Contract Area (the percentage
share of such
Natural Gas to which each of PERTAMINA and Contractors is
entitled, as determined under the Production Sharing Contracts,
is herein referred to as the "Production Sharing Percentage" of
such party); and
WHEREAS, the reserves of Natural Gas in the VICO Contract
Area exceed the reserves of Natural Gas committed to be produced,
supplied and delivered by PERTAMINA and Contractors to meet a
portion of PERTAMINA's existing obligations under LNG sales
contracts, LPG sales contracts, and domestic gas sales contracts;
and
WHEREAS, PERTAMINA, with assistance from Contractors, has
constructed and expanded and is further expanding the Natural Gas
liquefaction and related facilities located at Bontang Bay, on
the east coast of Kalimantan, Indonesia (herein referred to as
the "Bontang Plant"); and
WHEREAS, PERTAMINA and Contractors are parties to the
Amended and Restated Bontang Processing Agreement dated as of
February 9, 1988 (as from time to time amended, the "Processing
Agreement"), which provides for 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 Plant in part for the liquefaction of the VICO Contract
Gas (as defined in Section 2.2 hereof) and the Other Contract Gas
(as defined in Section 2.3 hereof); and
WHEREAS, PERTAMINA, in collaboration with Contractors, its
production sharing contractors in other contract areas in East
Kalimantan (herein referred to as the "Other Contract Areas") and
Mobil Oil Indonesia Inc. ("MOBIL"), has entered into an LNG Sales
Contract with Toho Gas Co., Ltd. ("Buyer") dated as of September
1, 1988 (such contract as amended is herein referred to as the
"LNG Sales Contract" and any terms defined therein have the same
meanings when used herein). Pursuant to the LNG Sales Contract,
PERTAMINA is committed to deliver and Buyer to receive, for each
Annual Program Period, the Scheduled Annual Quantity, which will
not be less than the Minimum Annual Quantity but (pursuant to
Section 7.4 thereof) may include Excess Quantities in excess of
the sum of the Reserved Quantity and the Minimum Annual Quantity
if PERTAMINA confirms that it has uncommitted production and
shipping capacity available. Such Minimum Annual Quantities,
Reserved Quantities and Excess Quantities shall include the
portions attributable thereto of any quantities which PERTAMINA
may be obliged to deliver pursuant to the Side Letter Agreement
herein referred to; and
WHEREAS, PERTAMINA and Buyer have executed a side letter to
the LNG Sales Contract of even date therewith pursuant to which
PERTAMINA is obligated to deliver to Buyer, without charge other
than the Transportation Element of the Contract Sales Price,
certain quantities of LNG provided Buyer complies with the
conditions therein set forth (such side letter is herein referred
to as the "Side Letter Agreement"); and
WHEREAS, the Scheduled Annual Quantity for Annual Program
Period October 1, 1988, to December 31, 1988, and for each of
Annual Program Periods 1989, 1990 and 1991, was established
pursuant to Section 12.1 of the LNG Sales Contract; and
WHEREAS, pursuant to the Memorandum of Agreement between
PERTAMINA and Buyer dated November 22, 1991, but effective
October 15, 1991 (herein referred to as the "MOA"), PERTAMINA and
Buyer have agreed to the Scheduled Annual Quantity in respect of
each of the 1992 and 1993 Annual Program Periods; and
WHEREAS, PERTAMINA, in collaboration with Contractors, the
production sharing contractors in the Other Contract Areas and
MOBIL, will make arrangements for the transportation of the
quantities of LNG to be sold and delivered under the LNG Sales
Contract and for the payment of costs respecting such
transportation (herein referred to as "Transportation Costs");
and
WHEREAS, the LNG Sales Contract provides that the Natural
Gas to be processed into LNG and sold and delivered by PERTAMINA
is to be produced from the Gas Supply Areas which include both
(i) the Bontang Gas Supply Area, which consists of the VICO
Contract Area and the Other Contract Areas and (ii) the Arun Gas
Supply Area; and
WHEREAS, by its letter No. 1160/D0000/1988-S1 dated November
2, 1988, PERTAMINA initially determined that seventy-five percent
(75%) of the LNG sold and delivered under the LNG Sales Contract
would be supplied and produced from the Bontang Gas Supply Area
and twenty-five percent (25%) from the Arun Gas Supply Area; and
WHEREAS, by the Memorandum of Agreement on Supply
Entitlements, effective as of July 1, 1990, among VICO, MOBIL,
Total Indonesie ("TOTAL") and Unocal Indonesia, Ltd. ("UNOCAL"),
it was determined that, effective July 1, 1990, one hundred
percent (100%) of the LNG sold and delivered under the LNG Sales
Contract would be supplied and produced from the Bontang Gas
Supply Area; and
WHEREAS, in respect of the period from July 1, 1990 until
December 31, 1990, one hundred percent (100%) of the LNG sold and
delivered under the LNG Sales Contract was supplied in Package
III percentages; and
WHEREAS, PERTAMINA, in its letter No. 1852/D0000/89.S1
dated December 20, 1989, set forth the gas sales to be allocated
to Package III. The "Package III Entitlement", as used herein,
shall refer to (i) seventy-five percent (75%) of the LNG sold and
delivered under the LNG Sales Contract prior to July 1, 1990;
(ii) all LNG sold and delivered under the LNG Sales Contract in
the period from July 1, 1990 until December 31, 1990; (iii)
4,321.50 billion BTU's each year, beginning with 1991, sold and
delivered under the LNG Sales Contract; and (iv) seventy-five
percent (75%) of the LNG sold and delivered under the LNG Sales
Contract in excess of 5,762 billion BTU's each year, beginning
with 1991, up to but not exceeding a cumulative aggregate (from
the inception of the LNG Sales Contract) of 14,405 billion BTU's;
and
WHEREAS, pursuant to the Sixth Supply Agreement for Excess
Sales (Toho Gas Contract) dated as of September 1, 1988,
PERTAMINA and Contractors have agreed to supply and deliver
Natural Gas from the VICO Contract Area in support of the Package
III Entitlement; and
WHEREAS, subject to the proviso hereinbelow, the "Package IV
Entitlement" is herein defined as any quantities, beginning with
1991, sold and delivered under the LNG Sales Contract other than
those quantities comprising the Package III Entitlement; provided
that if in any year Buyer fails to take delivery of the Minimum
Annual Quantity, any quantities purchased by Buyer under the LNG
Sales Contract in a later year to make up such deficiency shall
not be included in the Package IV Entitlement for such later
year; and
WHEREAS, PERTAMINA, Contractors and the production sharing
contractors in the Other Contract Areas have executed a
Memorandum of Agreement Osaka/Toho LNG Sales and Purchase
Contracts effective as of January 1, 1991, establishing the
method by which the portion of the revenues earned under the LNG
Sales Contract relating to the Package IV Entitlement is to be
determined; and
WHEREAS, PERTAMINA and each Contractor desire to supply and
deliver Natural Gas from the VICO Contract Area in support of an
agreed portion of the Package IV Entitlement; and
WHEREAS, each Contractor desires to dispose of its
Production Sharing Percentage of the VICO Contract Gas (as herein
defined) in accordance with the terms of this Supply Agreement,
NOW, THEREFORE, the parties agree as follows:
ARTICLE 1
This Supply Agreement shall be effective as of January 1,
1991, and shall terminate on the date the LNG Sales Contract
terminates.
ARTICLE 2
2.1 The total quantity of net Natural Gas required to be
supplied and delivered out of proved recoverable reserves of
Natural Gas in East Kalimantan for liquefaction and sale as
Package IV Entitlement quantities of LNG under the LNG Sales
Contract is estimated to be 0.0123 trillion standard cubic feet
("t.s.c.f."). Such quantity is herein referred to as the "Toho
Gas Base Net Gas Requirement (Package IV)". The Toho Gas Base
Net Gas Requirement (Package IV) is comprised of the Package IV
Entitlement to: (i) the BTU's already sold and delivered under
the LNG Sales Contract; (ii) each Scheduled Annual Quantity
agreed pursuant to the MOA; and (iii) the Contract Quantity and
Reserved Quantities expected to be taken during the period 1994
to 1997.
In addition, the parties acknowledge that pursuant to
Section 7.4 of the LNG Sales Contract, Buyer may purchase
quantities of LNG provided Seller has uncommitted production and
shipping capacity available (herein referred to as "Excess
Quantities"). If during the period 1994 to 1997 Buyer purchases
Excess Quantities (estimated to be four (4) cargoes), an
additional quantity of net Natural Gas, estimated to be 0.0030
t.s.c.f., will be required to be supplied and delivered out of
proved recoverable reserves of Natural Gas in East Kalimantan for
liquefaction and sale as Package IV Entitlement quantities of LNG
under the LNG Sales Contract; such quantity is herein referred to
as the "Toho Gas Additional Net Gas Requirement (Package IV)".
The Toho Gas Additional Net Gas Requirement (Package IV) may be
increased pursuant to the amendment procedure referred to in
Section 2.4 hereof.
2.2 PERTAMINA and Contractors hereby commit and agree to
supply and deliver from proved economically recoverable reserves
of Natural Gas in specific fields within the VICO Contract Area
sufficient Natural Gas (and LNG resulting from the liquefaction
thereof) to meet a portion of the Toho Gas Base Net Gas
Requirement (Package IV) and the Toho Gas Additional Net Gas
Requirement (Package IV) over the term of this Supply Agreement
consisting of 0.0038 t.s.c.f., or 25.0000% thereof, subject to
adjustment as provided in Section 2.5 hereof. Such quantities of
net Natural Gas committed to be supplied pursuant to this Supply
Agreement (and any amendment or amendments referred to in Section
2.4 hereof) are herein referred to as the "VICO Contract Gas",
and the above-stated percentage is herein referred to as the
"Producers' Percentage". The specific fields from which the VICO
Contract Gas will be committed, as well as the quantities
committed from each field, will be identified in a supplemental
memorandum to be entered into among PERTAMINA, Contractors and
the production sharing contractors in the Other Contract Areas
(the "Supplemental Memorandum"). The quantities committed from
each field are subject to revision from time to time, as the
reserves from the fields may be updated and as additional data,
from deliverability studies and otherwise, become available.
2.3 To meet the balance of the Toho Gas Base Net Gas
Requirement (Package IV), and the Toho Gas Additional Net Gas
Requirement (Package IV), constituting 0.0115 t.s.c.f. or
75.0000% thereof, subject to adjustment as provided in Section
2.5 hereof, sufficient Natural Gas (and LNG resulting from the
liquefaction thereof) will be committed for supply and delivery
by PERTAMINA and its production sharing contractors from proved
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, and any amounts included pursuant to any amendment to
such supply agreements, are herein collectively referred to as
the "Other Contract Gas"). The specific fields from which the
Other Contract Gas will be committed, as well as the quantities
committed from each field, will be identified in the Supplemental
Memorandum.
2.4 If PERTAMINA and Contractors agree, pursuant to Section
4.2 hereof, that uncommitted production and shipping capacity are
available to meet all or a portion of Buyer's election to
purchase Excess Quantities and the Package IV Entitlement to such
quantities exceeds the 0.0030 t.s.c.f. amount estimated under
Section 2.1 hereof, PERTAMINA and Contractors agree to amend this
Supply Agreement to increase the Toho Gas Additional Net Gas
Requirement (Package IV) by that portion of the Package IV
Entitlement to such quantities to be supplied from the VICO
Contract Area. Any such amendment shall be in the form of the
document attached hereto as Schedule A entitled "Amendment re
Excess Quantities Commitment" and shall be entered into by the
parties to this Supply Agreement in a timely manner. The balance
of the amended Toho Gas Additional Net Gas Requirement (Package
IV) will be committed for supply and delivery by PERTAMINA and
its production sharing contractors from proved recoverable
reserves of Natural Gas in the Other Contract Areas by separate
amendments, similar to and compatible with that attached hereto
as Schedule A, executed and delivered concurrently therewith.
Notwithstanding the above, PERTAMINA and Contractors
shall not amend this Supply Agreement to increase the Toho Gas
Additional Net Gas Requirement (Package IV) if, as a result of
such an increase, the proved recoverable reserves of Natural Gas
committed to be produced, supplied and delivered by the VICO
Contract Area or by any of the Other Contract Areas would exceed
the proved recoverable reserves of Natural Gas for such contract
area, as certified by the 1991 D & M Certificate (as herein
defined).
2.5 The amounts of net Natural Gas constituting the VICO
Contract Gas and the Other Contract Gas are part of the estimates
of proved recoverable reserves of Natural Gas as certified by the
independent consultant firm of DeGolyer and MacNaughton in
written statements dated on or before April 30, 1992, based on
data available on December 31, 1991 (the "1991 D&M Certificate").
The quantities for the VICO Contract Gas and the Other
Contract Gas set forth in Sections 2.2 and 2.3 hereof and the
Producers' Percentage were established by PERTAMINA in its letter
dated December 20, 1989 (No. 1852/D0000/89.S1) to be used only on
a provisional basis until such time as DeGolyer and MacNaughton
certified such reserves, following which the identity of the
participating fields and the quantities in each field which
comprise the VICO Contract Gas and the Other Contract Gas and the
Producers' Percentage would be adjusted and documented in the
Supplemental Memorandum in accordance with the Memorandum of
Understanding Re: Supply Agreements and Package IV Sales, dated
August 12, 1991, by and among PERTAMINA, Contractors and the
production sharing contractors in the Other Contract Areas.
2.6 Upon completion of the adjustments provided for in
Section 2.5 hereof, PERTAMINA and Contractors shall execute an
addendum to this Supply Agreement confirming the VICO
participating fields, the quantities in each field which comprise
the VICO Contract Gas and the Other Contract Gas and the
Producers' Percentage. Pending completion of such adjustments,
the Producers' Percentage set out in Section 2.2 hereof shall be
used on a provisional basis.
ARTICLE 3
The VICO Contract Gas and the Other Contract Gas may be
produced from participating 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 VICO Contract Area and the Other
Contract Areas will be coordinated by PERTAMINA 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, VICO, TOTAL and UNOCAL.
ARTICLE 4
4.1 PERTAMINA shall be responsible for the due and prompt
administration of the LNG Sales Contract for the benefit of
PERTAMINA and Contractors. All matters which affect the LNG
Sales Contract or the sale and delivery of LNG thereunder will be
administered by a representative to be appointed by PERTAMINA and
the representative appointed by Contractors under Article 7
hereof. It is understood, however, that it will be necessary
from time to time for PERTAMINA, as seller under the LNG Sales
Contract, to take certain administrative and operational actions
without prior consultation where immediate action is required.
Contractors
will be promptly advised of any such action.
4.2 PERTAMINA and Contractors agree to consult with each
other freely on all matters relating to the LNG Sales Contract.
PERTAMINA and Contractors shall confer and agree as to any
amendment to the LNG Sales Contract or to any permitted action or
election thereunder which constitutes a material adjustment in
the quantities of LNG to be sold and delivered thereunder or a
change in the terms thereof. At the request of any party hereto,
a memorandum evidencing any such agreement shall be prepared as
soon as feasible and signed by each party hereto.
4.3 PERTAMINA will cause the LNG resulting from the
liquefaction of the VICO Contract Gas and the Other Contract Gas
to be delivered to Buyer at the Delivery Point. Title to each
Contractor's share of the LNG resulting from the liquefaction of
the VICO Contract Gas shall pass to PERTAMINA eo instante with
the passage of title from PERTAMINA to Buyer.
4.4 The interests of PERTAMINA and each Contractor in each
cargo of LNG from the Bontang Plant shall be adequately insured
pursuant to arrangements mutually agreed to by PERTAMINA and each
Contractor. PERTAMINA and each Contractor shall be entitled to
receive its Production Sharing Percentage of the Producers'
Percentage of any proceeds paid under a marine insurance policy
covering a cargo of LNG being transported from the Bontang Plant.
Such proceeds shall be remitted by the insurer directly to the
bank designated as Trustee pursuant to Article 5 hereof.
4.5 At the time of delivery of each cargo of LNG to Buyer
at the Delivery Point, PERTAMINA will furnish Contractors with
appropriate documentation to evidence the quantity and quality of
LNG delivered, together with copies of the invoices to Buyer
covering such shipment. PERTAMINA will also furnish Contractors
with a copy of each invoice or billing delivered to Buyer on
account of interest or other payment obligations of Buyer under
the LNG Sales Contract concurrently with its being furnished to
Buyer. Calculation of the Contract Sales Price, the amount of
sales invoices and other billings to Buyer, and any adjustments,
shall be reviewed and approved by PERTAMINA and Contractors prior
to presentation to Buyer.
ARTICLE 5
5.1 The amounts to be paid to each Contractor for its share
of the LNG resulting from the liquefaction of Natural Gas to be
supplied under this Supply Agreement shall be its Production
Sharing Percentage of the Producers' Percentage of the Package IV
Entitlement of the sum of:
(a) all amounts to be paid by Buyer to PERTAMINA for
LNG sold and delivered from the Bontang Plant under the LNG Sales
Contract;
(b) all other amounts which Buyer shall become
obligated to pay pursuant to the LNG Sales Contract with regard
to deliveries of LNG from the Bontang Plant, including, but not
limited to:
(i) amounts payable by Buyer for its failure
to take quantities it is obligated to purchase under the LNG
Sales Contract; and
(ii) any interest accruing on overdue invoice
payments;
(c) amounts payable by insurers in respect of LNG
resulting from the liquefaction of the VICO Contract Gas and the
Other Contract Gas; and
(d) interest earned on any of the amounts referred to
in this Section 5.1.
5.2 In order to arrange for the receipt by each Contractor
of the payments to which such Contractor is entitled under
Section 5.1 hereof, PERTAMINA hereby assigns to each Contractor
that Contractor's Production Sharing Percentage of the Producers'
Percentage of all amounts referred to in Section 5.1 hereof.
5.3 Throughout the term of this Supply Agreement, all those
payments referred to in Section 5.1 hereof 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
that certain Amended and Restated Bontang Excess Sales Trustee
and Paying Agent Agreement, dated as of February 9, 1988, among
PERTAMINA, Contractors, the production sharing contractors in the
Other Contract Areas and the Trustee thereunder, as the same may
be from time to time amended. Amounts so received by the Trustee
shall be used for payment of (i) an agreed portion of Plant
Operating Costs, (ii) Transportation Costs in respect of LNG sold
and delivered from the Bontang Plant and (iii) 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 VICO Contract Gas, be disbursed to
PERTAMINA and each Contractor in accordance with its Production
Sharing Percentage at a bank or banks of its choice.
5.4 (a) The right of Contractors to the payments provided
for in this Article 5 shall extend throughout the term of this
Supply Agreement and shall not be affected by the production
rates or sources of Natural Gas supplied from the VICO Contract
Gas or the Other Contract Gas from time to time during the term
hereof.
(b) If the quantities of net Natural Gas produced from
the participating fields within the VICO Contract Area and
delivered pursuant to this Supply Agreement exceed in the
aggregate the quantity of the VICO Contract Gas, the Producers'
Percentage (and the percentage of the revenues to be paid to
PERTAMINA and Contractors hereunder) will not be increased, 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 participating fields within the VICO Contract Area and
delivered pursuant to this Supply Agreement are in the aggregate
less than the quantity of the VICO Contract Gas, the Producers'
Percentage (and the percentage of the revenues to be paid to
PERTAMINA and Contractors hereunder) will not be reduced, and
production sharing contractors in the Other Contract Areas and
any new contract area, 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 VICO Contract Area equal to excess quantities
delivered from sources within the Gas Supply Area.
ARTICLE 6
All disputes arising in connection with this Supply
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 Supply Agreement shall be governed by and interpreted
in accordance with the laws of the State of New York, United
States of America.
ARTICLE 7
VICO is designated representative by Contractors for
performance on behalf of Contractors of their obligation under
Section 4.1 hereof and for the giving of notices, responses or
other communications to and from Contractors under this Supply
Agreement. Such representative may be changed by written notice
to such effect from Contractors to PERTAMINA.
ARTICLE 8
Any notices to the parties shall be in writing and sent by
mail, cable, telex or telecopy 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 BPPKA
Cable: PERTAMINA, Jakarta, Indonesia
Telex: PERTAMINA, 44134 Jakarta
Telecopy: 3846932
To Contractors:
VIRGINIA INDONESIA COMPANY (VICO)
6th Floor, Kuningan Plaza
South Tower
Jl. H.R. Rasuna Said Kav. C11-14
P.O. Box 2828
Jakarta Selatan, Indonesia
Attention: President - VICO Indonesia
Cable: VICO
Telex: 79644421
Telecopy: 5200174 or 3800037
cc: VIRGINIA INDONESIA COMPANY
One Houston Center
1221 McKinney
Suite 624
P.O. Box 1551
Houston, Texas 77251-1551
U.S.A.
Attention: Chairman
Telex: 166-100
Telecopy: (713) 754-6698
A party may change its address by written notice to the
other parties.
ARTICLE 9
9.1 This Supply Agreement shall not be amended or modified
except by written agreement signed by the parties hereto.
9.2 This Supply Agreement shall inure to the benefit of,
and be binding upon, PERTAMINA and each Contractor, their
respective successors and assigns, provided that this Supply
Agreement shall be assignable by a Contractor only if such
Contractor concurrently assigns to the same assignee an equal
interest in the Production Sharing Contracts.
9.3 The parties to this Supply 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 Supply 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 Supply
Agreement as of the day and year first written above but
effective as of January 1, 1991.
PERUSAHAAN PERTAMBANGAN MINYAK CONTRACTORS:
DAN GAS BUMI NEGARA (PERTAMINA)
VIRGINIA INDONESIA COMPANY
By ____________/s/____________ By ___________/s/_________
LASMO SANGA SANGA LIMITED
By _____________/s/_______
OPICOIL HOUSTON, INC.
By ____________/s/________
UNION TEXAS EAST KALIMANTAN
LIMITED
By ___________/s/_________
UNIVERSE GAS & OIL COMPANY,
INC.
By _____________/s/_______
VIRGINIA INTERNATIONAL
COMPANY
By ____________/s/________
SCHEDULE A
AMENDMENT RE EXCESS QUANTITIES COMMITMENT
THIRD SUPPLY AGREEMENT FOR PACKAGE IV EXCESS SALES
(TOHO GAS CONTRACT - PACKAGE IV QUANTITIES)
THIS AMENDMENT, made and entered into in Jakarta the ____
day of ________________, 199__, but effective as of the 1st day
of January, 1991, by and between PERUSAHAAN PERTAMBANGAN MINYAK
DAN GAS BUMI NEGARA ("PERTAMINA"), on the one hand, and
VIRGINIA INDONESIA COMPANY ("VICO"), LASMO SANGA SANGA LIMITED,
OPICOIL HOUSTON, INC., UNION TEXAS EAST KALIMANTAN LIMITED,
UNIVERSE GAS & OIL COMPANY, INC. and VIRGINIA INTERNATIONAL
COMPANY (herein referred to collectively as "Contractors" and
individually as "Contractor"), on the other hand,
WITNESSETH :
WHEREAS, PERTAMINA and Contractors are parties to the Third
Supply Agreement for Package IV Excess Sales (Toho Gas Contract -
Package IV Quantities) dated _______________, but effective as of
January 1, 1991 (the "Supply Agreement");
WHEREAS, pursuant to Section 7.4 of the LNG Sales Contract, Buyer
has elected to purchase Excess Quantities which exceed the Toho
Gas Additional Net Gas Requirement (Package IV); and
WHEREAS, pursuant to Section 2.4 of the Supply Agreement the
parties wish to amend the Supply Agreement to include thereunder
that portion of the Package IV Entitlement to such Excess
Quantities to be supplied from the VICO Contract Area.
NOW, THEREFORE, the parties agree as follows:
1. PERTAMINA and Contractors hereby commit and agree to supply
and deliver from proved economically recoverable reserves of
Natural Gas in specific fields within the VICO Contract Area
sufficient Natural Gas (and LNG resulting from the liquefaction
thereof) to meet a portion of the amended Toho Gas Additional Net
Gas Requirement (Package IV) over the term of this Supply
Agreement consisting of ________ t.s.c.f., or ________% thereof.
2. To meet the balance of the amended Toho Gas Additional Net
Gas Requirement (Package IV), constituting _________t.s.c.f., or
________% thereof, sufficient Natural Gas (and LNG resulting from
the liquefaction thereof) will be committed for supply and
delivery by PERTAMINA and its production sharing contractors from
proved recoverable reserves of Natural Gas in the Other Contract
Areas by separate amendments, similar hereto and compatible
herewith, executed and delivered concurrently herewith.
3. The provisions of the Supply Agreement shall apply in all
respects to the additional commitment hereunder. Words and
expressions used herein as defined terms shall bear the same
meanings as are ascribed thereto in the Supply Agreement.
IN WITNESS WHEREOF, PERTAMINA and Contractors have caused their
duly authorized representatives to execute this Amendment as of
the day and year first above written but effective as of January
1, 1991.
PERUSAHAAN PERTAMBANGAN MINYAK CONTRACTORS:
DAN GAS BUMI NEGARA (PERTAMINA)
VIRGINIA INDONESIA COMPANY
By_________/s/_____________ By ___________/s/__________
LASMO SANGA SANGA LIMITED
By __________/s/___________
OPICOIL HOUSTON, INC.
By _________/s/____________
UNION TEXAS EAST KALIMANTAN
LIMITED
By ___________/s/__________
UNIVERSE GAS & OIL COMPANY,
INC.
By __________/s/___________
VIRGINIA INTERNATIONAL
COMPANY
By ____________/s/_________