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AMENDMENT NO. 1
TO
AMENDED AND RESTATED
BONTANG EXCESS SALES 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 Excess Sales Trustee and
Paying Agent Agreement; 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 are parties to the Bontang Excess
Sales Trustee and Paying Agent Agreement originally dated as of November 1,
1986, as amended and restated as of February 9, 1988 (the "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. Article 1 of the Trust Agreement is hereby amended by
adding a new definition of "CPC 1994 Sales Contract" to be inserted immediately
following the definition of "CPC" and reading in its entirety as follows:
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" "CPC 1994 Sales Contract" means the Memorandum of
Agreement between PERTAMINA and Chinese Petroleum Corporation for Sale and
Purchase of LNG during 1998 and 1999, dated as of December 6, 1994, as amended
or modified from time to time." "
2. Article 1 of the Trust Agreement is hereby amended by
adding a new definition of "KGC 1994 Sales Contract" to be inserted immediately
following the definition of "Inpex" and reading in its entirety as follows:
" "KGC 1994 Sales Contract" means the Memorandum of
Agreement for Purchase and Sale of LNG during 1995-1999, dated September 30,
1994, by and between PERTAMINA and Korea Gas Corporation, as amended or
modified from time to time." "
3. The definition of "Excess Sales Contracts" in Article
1 of the Trust Agreement is hereby amended so as to read in its entirety as
follows:
"Excess Sales Contracts" shall mean:
(i) "Agreement for Sale and Purchase of Liquefied
Natural Gas" dated August 29, 1986, between PERTAMINA and Total International
Limited, as hereafter amended;
(ii) "Invoice Settlement Agreement for 1973 LNG
Sales Contract" and "Invoice Settlement Agreement for 1981 LNG Sales Contract"
both dated as of March 31, 1987, between PERTAMINA and divers Japanese buyers
of LNG, as hereafter amended, including any extension or renewal thereof;
(iii) "LNG Sales and Purchase Contract (Yokkaichi
LNG Trade)" dated August 28, 1987, between PERTAMINA and Nusantara Gas Services
Company, Inc., as hereafter amended, including any extension or renewal
thereof;
(iv) the Korean Quantities Agreement, it being
understood that after December 31, 1999, the Korean Carry-Over Quantities will
not be supplied under the 1973 LNG Sales Contract (as defined in the Korean
Quantities Agreement) and the 1973 LNG Sales Contract will not be the
Designated LNG Sales Contract (as defined in the Korean Quantities Agreement);
and
any other contract (other than any Excluded Excess Sales Contracts, the CPC
1994 Sales Contract and the KGC 1994 Sales Contract), for the sale of LNG to be
manufactured using existing or future excess capacity at the Bontang
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Plant; provided, that the KGC 1994 Sales Contract will constitute an Excess
Sales Contract solely with respect to cargoes delivered thereunder through and
including December 31, 1997."
4. Section 2.1 of the Trust Agreement is hereby amended
by deleting the word "Pursuant" at the beginning of Section 2.1 and inserting
in lieu thereof the phrase "Subject to the last sentence of Section 2.3,
pursuant."
5. Section 2.2 of the Trust Agreement is hereby amended
by (i) deleting the word "All" at the beginning of Section 2.2 and inserting in
lieu thereof the phrase "Subject to the last sentence of Section 2.3, all" and
(ii) deleting the word "Immediately" at the beginning of the last sentence of
Section 2.2 and inserting in lieu thereof the phrase "Subject to the last
sentence of Section 2.3, immediately."
6. Section 2.3 of the Trust Agreement is hereby amended
by adding a new sentence at the end thereof providing as follows:
"Notwithstanding the foregoing or any other provision
hereof to the contrary, the parties hereto acknowledge and agree that (a) all
amounts which become due and payable by the buyer under the KGC 1994 Sales
Contract for, or otherwise relating to, cargoes delivered under the KGC 1994
Sales Contract at any time on or after January 1, 1998, (b) all amounts which
become due and payable by the buyer under the CPC 1994 Sales Contract and (c)
all amounts which become due and payable on or after January 1, 2000 by the
buyers under the 1973 LNG Sales Contract (as defined in the Korean Quantities
Agreement, (the amounts described in (a), (b) and (c) referred to collectively
as the "Bontang V Trust Funds") shall not constitute Bontang Excess Sales
Trust Funds. Any Bontang V Trust Funds received by the Bontang Excess Sales
Trustee shall be paid over to the trustee under the Bontang V Trustee and
Paying Agent Agreement dated as of July 1, 1995."
7. Except as amended hereby, the Trust Agreement remains
unchanged and in full force and effect.
8. THIS AMENDMENT SHALL BE GOVERNED BY AND INTERPRETED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA.
9. 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 delivered shall be an original, but all such
counterparts together shall constitute one and the same instrument.
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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. ABDA'OE
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Name: F. Abda'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.
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VIRGINIA INTERNATIONAL COMPANY
By: /s/ RICHARD L. SMERNOFF
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Name: Richard L. Smernoff
Title: Attornery-in-fact
Virginia International
Company
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
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TOTAL INDONESIE
By: /s/ B. VITRY
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Name: B. Vitry
Title: President & General Manager
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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