ELEVENTH
SUPPLY AGREEMENT
FOR PACKAGE IV EXCESS SALES
(1973 CONTRACT BUILD-DOWN 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 22, 1993
Effective: January 1, 1990
ELEVENTH
SUPPLY AGREEMENT
FOR PACKAGE IV EXCESS SALES
(1973 CONTRACT BUILD-DOWN QUANTITIES)
THIS SUPPLY AGREEMENT, made and entered into in Jakarta the
22nd day of September, 1993, but effective as of the 1st day of
January, 1990, 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 3.2 hereof) and the Other Contract Gas
(as defined in Section 3.3 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 that certain
LNG Sales Contract originally dated as of December 3, 1973, with
Chubu Electric Power Co., Inc., The Kansai Electric Power Co.,
Inc., Kyushu Electric Power Co., Inc., Nippon Steel Corporation,
Osaka Gas Co., Ltd., and Toho Gas Co., Ltd. (herein referred to
collectively as "Buyers" and individually as "Buyer"); and
WHEREAS, by a Memorandum of Agreement effective as of
January 1, 1983 (the "15 Year Memorandum"), PERTAMINA and Buyers
increased the Fixed Quantities under the said LNG Sales Contract;
and
WHEREAS, in support of the performance of its obligations
under the said LNG Sales Contract and the 15 Year Memorandum,
PERTAMINA entered into agreements (herein referred to as the
"Original Supply Agreements") with the following production
sharing contractors: (i) with Contractors, pursuant to an
amended and restated supply agreement effective as of December 3,
1973; (ii) with TOTAL Indonesie ("TOTAL") and Indonesia
Petroleum, Ltd. ("INPEX"), pursuant to a supply agreement
effective as of even date herewith; and (iii) with MOBIL,
pursuant to a supply agreement effective as of December 3, 1973;
and
WHEREAS, the original annual Fixed Quantities under the said
LNG Sales Contract, as increased by the 15 Year Memorandum, are
referred to herein as the "Original Quantities" and include the
following: (i) the quantities of LNG sold and delivered pursuant
to the Original Supply Agreements; and (ii) that portion of the
"Korean Carry-Over Quantities" (as that term is defined in a
Tripartite Agreement dated as of January 1, 1988, among
Contractors, TOTAL, INPEX, Unocal Indonesia Ltd. ("UNOCAL") and
MOBIL) for which the 1973 Sales Contract is the "Designated Sales
Contract" (as that term is defined in the Tripartite Agreement),
such Korean Carry-Over Quantities being the subject of separate
supply agreements between PERTAMINA and Contractors, TOTAL,
INPEX, and UNOCAL; and
WHEREAS, pursuant to a Memorandum of Agreement dated as of
September 7, 1989, PERTAMINA and Buyers agreed to make certain
changes in the allowance and take-or-pay provisions and in the
annual Fixed Quantities under the said LNG Sales Contract, and to
give effect thereto PERTAMINA and Buyers have executed an
amendment and restatement of the said LNG Sales Contract as of
January 1, 1990, said Amended and Restated 1973 LNG Sales
Contract being further amended pursuant to the Amendment to the
1973 LNG Sales Contract dated as of June 1, 1992 (such contract
as so amended and restated and further amended being herein
referred to as the "1973 Sales Contract", and unless otherwise so
stated, any terms defined in the 1973 Sales Contract shall have
the same meanings when used herein); and
WHEREAS, as a result of the aforementioned changes to the
1973 Sales Contract occurring in 1990 and 1992, the Original
Quantities have been increased by the following additional
amounts of LNG (expressed in billions of BTU's) for the years
1997-1999 as stated in the second column in the table below (such
quantities being herein referred to as the "Build-Down
Quantities"), and accordingly for those years the total increased
Fixed Quantities under the 1973 Sales Contract comprises Build-
Down Quantities and Original Quantities as stated in the second
and third columns respectively in the table below:
Year Build-Down Original
Quantities Quantities
(BBTU's) (BBTU's)
1997 86,135 336,478
1998 238,716 183,897
1999 341,726 80,887
WHEREAS, PERTAMINA will make arrangements for the
transportation of the quantities of LNG to be sold and delivered
under the 1973 Sales Contract and for the payment of costs
respecting such transportation (herein referred to as
"Transportation Costs"); and
WHEREAS, the 1973 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, if Pertamina, Contractors, the production sharing
contractors in the Other Contract Areas, and MOBIL enter into an
agreement that addresses the conditions under which one plant
would supply any shortfall resulting from the other plant's
inability to make available sufficient quantities of LNG to meet
such plant's supply requirement for any Fixed Quantity Period and
addresses compensation for any loss thereby incurred (the
"Agreement on Transfers"), then quantities of LNG which are not
available from the Arun Plant (as herein defined) to meet the
Arun Supply Requirement (as herein defined) may be supplied and
produced by the Bontang Plant; and
WHEREAS, PERTAMINA and each Contractor desire to supply and
deliver Natural Gas from the VICO Contract Area in support of the
performance by PERTAMINA of an agreed portion of its obligations
to deliver Build-Down Quantities under the 1973 Sales Contract;
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,
1990, and shall terminate on the date the 1973 Sales Contract
terminates.
ARTICLE 2
2.1 Pursuant to Section 7.1(a) of the 1973 Sales
Contract, PERTAMINA is committed to sell and deliver and Buyers
to purchase, receive and pay for, or pay for if not taken, the
Fixed Quantity established for each Fixed Quantity Period. The
Fixed Quantities of LNG to be sold, purchased, received and paid
for (or paid for if not taken) under the 1973 Sales Contract as
Build-Down Quantities shall include the following quantities of
LNG to be supplied from the Bontang Gas Supply Area by the
Bontang Plant, as stated in the second column in the table below
(herein referred to as the "Bontang Supply Requirement"):
Year Bontang Bontang Bontang
Build-Down Original Build-Down
Quantities Quantities Quantities
(BBTU's) (BBTU's) Percentage
1997 86,135 97,262 46.9664
1998 179,087 17,486
91.1046
1999 181,958 14,615 92.5651
Accordingly, for those years the portion of Original Quantities
to be supplied from the Bontang Gas Supply Area by the Bontang
Plant is as stated in the third column above, and for the
purposes of applying the further provisions hereof in any year
the percentage shown in the fourth column above (representing
the percentage which the Bontang Build-Down Quantities bears to
the sum of the Bontang Original Quantities plus the Bontang
Build-Down Quantities) in respect of such year is herein referred
to as the "Bontang Build-Down Quantities Percentage".
The remaining Fixed Quantities of LNG to be sold and delivered
under the 1973 Sales Contract as Build-Down Quantities (herein
referred to as the "Arun Supply Requirement"), will be supplied
from the Arun Gas Supply Area by the liquefaction facilities
located at Lhok Seumawe, Aceh Province, North Sumatra (the "Arun
Plant"), pursuant to a supply agreement, having terms compatible
herewith, between PERTAMINA and MOBIL. The expressions "Bontang
Supply Requirement" and "Arun Supply Requirement" when used
herein shall include any adjustments thereto made pursuant to
Section 2.2 and/or Section 2.3 hereof.
2.2 To the extent possible, all deliveries of Build-Down
Quantities to Buyers shall be scheduled and made over each Fixed
Quantity Period so as to ensure that each Fixed Quantity is
supplied from the Bontang Plant and the Arun Plant in accordance
with the Bontang Supply Requirement and the Arun Supply
Requirement; provided, however, that if the number of BTU's
delivered to Buyer from the Bontang Plant is greater than
("Oversupply") or less than ("Undersupply") the Bontang Supply
Requirement at the end of any Fixed Quantity Period, then any
Oversupply shall be subtracted from, and any Undersupply shall be
added to, the Bontang Supply Requirement in respect of the next
succeeding Fixed Quantity Period. PERTAMINA shall cause an
appropriate balancing adjustment to be made to the Arun Supply
Requirement.
2.3 To the extent either the Bontang Plant or the Arun
Plant is unable or is likely to be unable to make available
sufficient quantities of LNG to meet such plant's supply
requirement for any Fixed Quantity Period for any reason other
than the failure or inability of Buyer to take available
quantities of LNG, the applicable provisions of the Agreement on
Transfers shall apply.
2.4 As to each Fixed Quantity Period, if the quantities
of LNG available from the Bontang Plant are sufficient to supply
the Bontang Supply Requirement for such Fixed Quantity Period and
the quantities of LNG available from the Arun Plant are
sufficient to supply the Arun Supply Requirement for such Fixed
Quantity Period, but the total quantities of LNG delivered by
PERTAMINA under the 1973 Sales Contract are less than the total
Fixed Quantity provided to be delivered during such Fixed
Quantity Period under the 1973 Sales Contract, the total
quantities of LNG required to be produced and sold by the Bontang
Plant and delivered to Buyer during such Fixed Quantity Period
shall be reduced in the proportion that the Bontang Supply
Requirement for such Fixed Quantity Period bears to the total
Fixed Quantity for the corresponding Fixed Quantity Period.
2.5 Any Make-Up LNG relating to Build-Down Quantities to
be delivered under Section 7.5 of the 1973 Sales Contract shall
be allocated between the Bontang Plant and the Arun Plant in
proportion to each plant's supply requirement for the Fixed
Quantity Period or Periods in which the Quantity Deficiency
occurred. Restoration Quantities relating to Build-Down
Quantities to be delivered under Section 7.6 of the 1973 Sales
Contract shall be allocated between the Bontang Plant and the
Arun Plant in proportion to each plant's supply requirement for
the Fixed Quantity Period or Periods in which the Force Majeure
event occurred; provided, however, that Restoration Quantities
resulting from an event of Force Majeure affecting Seller shall
be allocated to a plant only to the extent that quantities which
would otherwise have been supplied from such plant were reduced
as a result of such event of Force Majeure.
ARTICLE 3
3.1 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
Build-Down Quantities is estimated to be 0.4762 trillion standard
cubic feet ("t.s.c.f."). Such quantity is herein referred to as
the "Build-Down Quantities Net Gas Requirement". The Build-Down
Quantities Net Gas Requirement is based on the Bontang Supply
Requirement.
3.2 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 Build-Down Quantities Net Gas
Requirement over the term of this Supply Agreement consisting of
0.1191 t.s.c.f., or 25.0000% thereof, subject to adjustment as
provided in Section 3.4 hereof. Such quantities of net Natural
Gas committed to be supplied pursuant to this Supply Agreement
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.
3.3 To meet the balance of the Build-Down Quantities Net
Gas Requirement, constituting 0.3571 t.s.c.f., or 75.0000%
thereof, subject to adjustment as provided in Section 3.4 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 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.
3.4 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 quantities for the VICO Contract Gas and the
Other Contract Gas set forth in Sections 3.2 and 3.3 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.
3.5 Upon completion of the adjustments provided for in
Section 3.4 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 3.2 hereof shall be
used on a provisional basis.
ARTICLE 4
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 5
5.1 PERTAMINA shall be responsible for the due and
prompt administration of the 1973 Sales Contract for the benefit
of PERTAMINA and Contractors. All matters which affect the 1973
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 8
hereof. It is understood, however, that it will be necessary
from time to time for PERTAMINA, as seller under the 1973 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.
5.2 PERTAMINA and Contractors agree to consult with each
other freely on all matters relating to the 1973 Sales Contract.
PERTAMINA and Contractors shall confer and agree as to any
amendment to the 1973 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.
5.3 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 extracted from the VICO Contract
Gas shall pass to PERTAMINA eo instante with the passage of title
from PERTAMINA to Buyer.
5.4 The interests of PERTAMINA and each Contractor in
each cargo of LNG transported by PERTAMINA 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 6 hereof.
5.5 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 obligation of Buyer
under the 1973 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 6
6.1 For the Fixed Quantity Periods 1997-1999 a portion
of each obligation ("Contract Obligation") due from a Buyer
pursuant to the 1973 Sales Contract in respect of quantities of
LNG sold and delivered from the Bontang Plant or in respect of
quantities of LNG required to be taken from the Bontang Plant but
which are not taken shall be deemed to constitute an amount
payable in respect of Build-Down Quantities (each such portion is
herein referred to as a "Build-Down Quantities Payment"). The
Build-Down Quantities Payment shall be calculated as the quantity
of LNG (expressed in millions of BTU's) upon which the relevant
invoice is based (herein called the "Invoice Quantity")
multiplied by the Bontang Build-Down Quantities Percentage
multiplied by the Contract Sales Price in effect as of the date
the relevant Contract Obligation accrued.
6.2 PERTAMINA, Contractors, and the production sharing
contractors in the Other Contract Areas shall execute a
memorandum of agreement further describing the method by which
the Build-Down Quantities Payment is to be determined and paid.
6.3 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
sum of:
(a) all amounts to be paid by Buyers to PERTAMINA for
Build-Down Quantities sold and delivered from the Bontang Plant
under the 1973 Sales Contract;
(b) all other amounts which a Buyer shall become
obligated to pay pursuant to the 1973 Sales Contract with regard
to deliveries of Build-Down Quantities from the Bontang Plant or
otherwise relating to the Bontang Supply Requirement, including,
but not limited to:
(i) amounts payable by such Buyer for its
failure to take quantities it is obligated to purchase under
the 1973 Sales Contract;
(ii) any incremental payments applicable to make-up
deliveries; and
(iii) 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 6.3.
6.4 In order to arrange for the receipt by each Contractor
of the payments to which such Contractor is entitled under
Section 6.3 hereof, PERTAMINA hereby assigns to each Contractor
that Contractor's Production Sharing Percentage of the Producers'
Percentage of all amounts referred to in Section 6.3 hereof.
6.5 Throughout the term of this Supply Agreement, all
those payments referred to in Section 6.3 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.
6.6 (a) The right of Contractors to the payments
provided for in this Article 6 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 the 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 7
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 8
VICO is designated representative by Contractors for
performance on behalf of Contractors of their obligation under
Section 5.1 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 9
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 10
10.1 This Supply Agreement shall not be amended or modified
except by written agreement signed by the parties hereto.
10.2 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.
10.3 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, 1990.
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/________