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AMENDMENT NO. 1
TO
AMENDED AND RESTATED
BADAK TRUSTEE AND PAYING AGENT AGREEMENT
AMENDMENT No. 1 dated as of July 1, 1995 among
(i) Continental Bank International, not in its individual
capacity but solely as Trustee under the Bontang I Trust Agreement (as defined
below); and
(ii) PERUSAHAAN PERTAMBANGAN MINYAK DAN GAS BUMI NEGARA,
VIRGINIA INTERNATIONAL COMPANY, VIRGINIA INDONESIA COMPANY, LASMO SANGA SANGA
LIMITED, UNION TEXAS EAST KALIMANTAN LIMITED, OPICOIL HOUSTON, INC., UNIVERSE
GAS & OIL COMPANY, INC., TOTAL INDONESIE, UNOCAL INDONESIA COMPANY and
INDONESIA PETROLEUM, LTD.
W I T N E S S E T H :
WHEREAS, the parties hereto (or their predecessors in
interest) are parties to the Badak Trustee and Paying Agent Agreement
originally dated as of July 15, 1974, as amended and restated as of February 9,
1988 (the "Bontang I Trust Agreement"); and
WHEREAS, the parties hereto have determined that the Trust
Agreement should be further amended as provided herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. The definition of "LNG Sales Contract" in the Bontang
I Trust Agreement is hereby amended so as to read in its entirety as follows:
" "LNG Sales Contract" means the LNG Sales Contract dated as
of December 3, 1973, as heretofore and hereafter amended or extended up to the
period ending on December 31, 1999 (but excluding any and all extensions,
supplements, modifications, renewals or amendments applicable to periods
subsequent to December 31, 1999) between Pertamina and The Chubu Electric Power
Co., Inc., The Kansai Electric Power Co., Inc., Kyushu Electric Power
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Co., Inc., Nippon Steel Corporation, and Osaka Gas Company, Ltd. ("Buyers")."
2. Section 1.1 of the Bontang I Trust Agreement is
hereby amended so as to read in its entirety as follows:
"1.1 Pursuant to Section 10.5 of the LNG Sales
Contract, Article 7 of the Base Load Supply Agreements, and Article 6 of the
KCO Supply Agreements, Pertamina hereby designates, and the Contractors hereby
agree to the designation of, the Trustee named herein as the Trustee and Paying
Agent to which all amounts which become due and payable by each Buyer under the
LNG Sales Contract and applicable to LNG from the Bontang Plant shall be paid.
Notwithstanding the foregoing or any other provision hereof to the contrary,
the parties hereto acknowledge and agree that all amounts which become due and
payable by the Buyers under the LNG Sales Contract (which term shall, solely
for this sentence, include any extensions, renewals and amendments applicable
to periods subsequent to December 31, 1999) with respect to cargoes required to
be delivered at any time on or after January 1, 2000 shall not constitute Badak
Trust Funds, and if received by the Trustee shall be paid over to the trustee
under the Bontang V Trustee and Paying Agent Agreement dated as of July 1,
1995."
3. Section 1.2 of the Bontang I Trust Agreement is
hereby amended by (i) deleting the word "All" at the beginning of Section 1.2
and inserting in lieu thereof the phrase "Subject to the second sentence of
Section 1.1, all" and (ii) deleting the word "Immediately" at the beginning of
the last sentence of Section 1.2 and inserting in lieu thereof the phrase
"Subject to the second sentence of Section 1.1, immediately."
4. Section 1.3 of the Bontang I Trust Agreement is
hereby amended by deleting the word "All" at the beginning of Section 1.3 and
inserting in lieu thereof the phrase "Subject to the second sentence of Section
1.1, all."
5. Except as amended hereby, the Trust Agreement remains
unchanged and in full force and effect.
6. THIS AMENDMENT SHALL BE GOVERNED BY AND INTERPRETED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA.
7. This Amendment may be executed in any number of
counterparts by the different parties hereto on separate counterparts, each of
which when so executed and
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delivered shall be an original, but all such counterparts together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective duly authorized signatories
as of the date hereof.
The Trustee
CONTINENTAL BANK INTERNATIONAL,
as Trustee aforesaid
By: /s/ VINCENT CHORNEY
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Name: Vincent Chorney
Title: Attorney-in-Fact
Producers
PERUSAHAAN PERTAMBANGAN MINYAK
DAN GAS BUMI NEGARA
(PERTAMINA)
By: /s/ F. ABADA'OE
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Name: F. Abada'oe
Title: President Director
VIRGINIA INDONESIA COMPANY
By: /s/ TERRY N. QUINN
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Name: Terry N. Quinn
Title: Vice President and C.F.O.
VIRGINIA INTERNATIONAL COMPANY
By: /s/ RICHARD L. SMERNOFF
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Name: Richard L. Smernoff
Title: Attornery-in-fact
Virginia International Company
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LASMO SANGA SANGA LIMITED
By: /s/ RICHARD L. SMERNOFF
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Name: Richard L. Smernoff
Title: Finance Director, LASMO plc
UNION TEXAS EAST KALIMANTAN LIMITED
By: /s/ R. A. CUNNINGHAM
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Name: R. A. Cunningham
Title: Assistant Secretary
OPICOIL HOUSTON, INC.
By: /s/ ROY, C.H. CHIU
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Name: Roy, C. H. Chiu
Title: President, Opicoil Houston, Inc.
UNIVERSE GAS & OIL COMPANY, INC.
By: /s/ TOSHIO NORIMATSU
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Name: Toshio Norimatsu
Title: General Manager
TOTAL INDONESIE
By: /s/ B. VITRY
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Name: B. Vitry
Title: President & General Manager
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UNOCAL INDONESIA COMPANY
By: /s/ DONALD A. MACKAY
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Name: Donald A. MacKay
Title: Assistant Treasurer
INDONESIA PETROLEUM, LTD.
By: /s/ KAZUO YOSHIKAWA
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Name: Kazuo Yoshikawa
Title: Executive Senior Managing
Director
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