BONTANG V

PRODUCERS AGREEMENT

PERUSAHAAN PERTAMBANGAN MINYAK DAN GAS BUMI NEGARA
XXXXXXXX XXXXXXXXX COMPANY
OPICOIL HOUSTON, INC.
XXXXXXXX XXXXXXXXXXXXX COMPANY
XXXXX XXXXX SANGA LIMITED
UNION TEXAS EAST KALIMANTAN LIMITED
UNIVERSE GAS & OIL COMPANY, INC.
TOTAL INDONESIE
UNOCAL INDONESIA COMPANY
INDONESIA PETROLEUM, LTD.

in favor of

BONTANG TRAIN-G PROJECT FINANCE CO., LTD.
as Tranche A Lender,

THE BANKS named herein as Tranche B Lenders
and

THE LONG-TERM CREDIT BANK OF JAPAN, LIMITED
NEW YORK BRANCH
as Facility Agent

THE FUJI BANK, LIMITED
as Intercreditor Agent

CREDIT LYONNAIS
as Technical Agent

Tranche B Arranged by
CREDIT LYONNAIS
THE FUJI BANK, LIMITED
THE LONG-TERM CREDIT BANK OF JAPAN, LIMITED

Dated as of July 1, 1995

TABLE OF CONTENTS

Page
----

PART 1 PRODUCERS' AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

1.1 Authorization of Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
1.2 Approval of Expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
1.3 Rights to Bontang Plant and Improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.4 No Amendments, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.5 Compliance with Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
1.6 Enforcement of Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
1.7 Operation of Bontang Plant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
1.8 Replacement of Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
1.9 Indebtedness; Permitted Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
1.10 Negative Pledge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
1.11 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
1.12 Reserve Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
1.13 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
1.14 Construction of Train G . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
1.15 Notices Relating to Source of Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
1.16 Effect of Certain Events with Respect to LNG Sales
Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
1.17 Payment Instructions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
1.18 Monitoring Total Project Expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
1.19 Construction Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
1.20 Loading Facilities Construction Contract . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
1.21 Debt Service Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
1.22 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
1.23 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

PART 2 REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

2.1 Due Incorporation; Power and Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
2.2 Legal Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
2.3 Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
2.4 Registrations and Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
2.5 Agreement Binding; No Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
2.6 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
2.7 Compliance with Other Instruments, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
2.8 Other Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
2.9 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
2.10 No Encumbrance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
2.11 No Material Adverse Change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

PART 3 DEFAULTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

3.1 Default Defined . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
3.2 Remedy for Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

(i)

Page
----

3.3 Diversion and Remedy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
3.4 Liability Share Defined . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
3.5 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

PART 4 INSURED LOSS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

4.1 Effect of Total Loss of Additional Plant or Loading
Facilities Prior to Operational Acceptance . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
4.2 Effect of Total Loss of Insured Bontang Plant . . . . . . . . . . . . . . . . . . . . . . . . . 32
4.3 Insurance Shortfall . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
4.4 Other Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

PART 5 SCOPE OF PRODUCERS' LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

PART 6 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

6.1 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
6.2 No Waiver; Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
6.3 Assignment; Successors and Assigns; Participations . . . . . . . . . . . . . . . . . . . . . . . 37
6.4 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
6.5 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
6.6 Section Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
6.7 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
6.8 Consent to Jurisdiction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
6.9 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
6.10 Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
6.11 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

Schedule 1 Liability Share Percentages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

(ii)

BONTANG V

PRODUCERS AGREEMENT

Dated as of
July 1, 1995

Bontang Train-G Project Finance Co., Ltd., as Tranche A Lender,
and
Credit Lyonnais, The Fuji Bank, Limited and The Long-Term Credit Bank of Japan,
Limited as Arrangers and The Long-Term Credit Bank of Japan, Limited, New York
Branch, as Facility Agent, The Fuji Bank, Limited as Intercreditor Agent and
Credit Lyonnais, as Technical Agent, under the Loan Agreement

Dear Sirs:

Each of the undersigned Producers confirms that it has
authorized and requested the Trustee to enter into the Loan Agreement. In
connection therewith, the undersigned Producers hereby confirm for your benefit
and for the benefit of the other parties to such Loan Agreement executing this
Agreement, any permitted successor or successors to your or their interests
thereunder, and the holders of the Notes referred to in such Loan Agreement the
matters set forth below.

* * * * *

As used above and below in this Agreement, the following
capitalized expressions shall have the meanings set forth below, such meanings
to be applicable to both the singular and plural forms of such expressions.

"Affected Facilities" has the meaning set forth in Section 4.4
hereof.

"Approved Institutions" means the United States headquarters
or a United States branch of the following financial institutions: (i) any
branch or affiliate of BankAmerica International with the power to act as
Trustee or (ii) any other bank, trust company or financial institution (in each
case with trust powers) which (1) has a net worth in excess of $100,000,000.00
or (2) has outstanding debt securities rated A or better by Standard and Poor's
Rating Group or its equivalent by Moody's Investors Service
5
or another nationally recognized rating agency in the United States.

"Bontang Excess Sales Trust Agreement" has the meaning set
forth in Article 1 of the Trust Agreement.

"Bontang Excess Sales Trustee" has the meaning set forth in
Article 1 of the Trust Agreement.

"Bontang I Trust Agreement" has the meaning set forth in
Article 1 of the Trust Agreement.

"Bontang I Trustee" has the meaning set forth in Article 1 of
the Trust Agreement.

"Bontang III Trust Agreement" means the Bontang III Trustee
and Paying Agent Agreement, dated as of February 9, 1988, among the Producers
or their predecessors in interest, and Continental Bank International, as
heretofore or hereafter amended or modified.

"Bontang III Trustee" means the trustee and paying agent under
the Bontang III Trust Agreement.

"Bontang V Payment Account" has the meaning set forth in
Article 1 of the Trust Agreement.

"Default" has the meaning set forth in Section 3.1 hereof.

"Default Shortfall" has the meaning set forth in Section 3.2
hereof.

"Diversion" has the meaning set forth in Section 3.3 hereof.

"Diversion Shortfall" has the meaning set forth in Section 3.3
hereof.

"Engineering Firm" means Xxxxxx Xxxxxxxxxx, Inc.

"EPC Contractor" means P.T. Inti Karya Persada Tehnik, as
contractor under the EPC Contract.

"Gas Supply Area" has the meaning set forth in Section 1.12(a)
hereof.

"Inpex" means Indonesia Petroleum, Ltd.

"Insurance Shortfall" has the meaning set forth in Section 4.3
hereof.

"Japanese Taxes" means any Taxes imposed by Japan or any
political subdivision or taxing authority thereof or therein with respect to
any amount constituting Source of Debt Service.

"Liability Share" has the meaning set forth in Section 3.4
hereof.

"Loading Facilities Contractor" means the contractor under the
Loading Facilities Construction Contract.

"Loading Facilities Sub-Contractor" means any sub-contractor
that may be appointed under the Loading Facilities Construction Contract.

"Loan Agreement" means the Bontang V Loan Agreement, dated as
of the date hereof, among the Trustee, as borrower thereunder, the Tranche A
Lender, the Tranche B Lenders and the Agent, the Intercreditor Agent, the
Technical Agent and the Arrangers parties thereto, as hereafter amended.

"Lost Facilities" has the meaning set forth in Section 4.1
hereof.

"Plant Insurance" has the meaning set forth in Section 1.11(b)
hereof.

"Plant Insurance Proceeds" has the meaning set forth in
Section 1.11(b) hereof.

"Production Sharing Contracts" means to the extent such
contracts relate to the supply of natural gas to the Bontang Plant, each of:

(a) as to Pertamina and the Vico Group, (i) until
August 8, 1998, the Amended and Restated Production Sharing Contract dated
April 23, 1990, as hereafter modified or amended, between Pertamina, on the one
hand, and the members of the Vico Group on the other, and (ii) effective August
8, 1998, the Production Sharing Contract dated April 23, 1990, as hereafter
modified or amended, between Pertamina, on the one hand, and the members of the
Vico Group, on the other;

(b) as to Pertamina and the Total Group, (i) until
March 31, 1997, the Amended and Restated Production Sharing Contract dated
January 11, 1991, as hereafter modified or amended, between Pertamina, on the
one hand, and the members of the Total Group, on the other, and (ii) effective
March 31, 1997, the Production Sharing

Contract dated January 11, 1991, as hereafter modified or amended, between
Pertamina, on the one hand, and the members of the Total Group, on the other;

(c) as to Pertamina and the Unocal Group, (i) until
October 24, 1998, the Amended and Restated Production Sharing Contract dated
January 11, 1991, as hereafter modified or amended, between Pertamina, on the
other hand, and Unocal on the other, and (ii) effective October 25, 1998, the
Production Sharing Contract dated January 11, 1991, as hereafter modified or
amended, between Pertamina, on the one hand, and Unocal, on the other; and

(d) as to Pertamina and Inpex, effective March 31,
1997, the Production Sharing Contract dated March 28, 1991, as hereafter
modified or amended, between Pertamina, on the one hand, and Inpex, on the
other.

"Regular Reserve Account" has the meaning set forth in Article
1 of the Trust Agreement.

"Sub-Contractor" means each of the Chiyoda Corporation and the
Mitsubishi Corporation, as subcontractors under the EPC Contract.

"Total Group" means Total Indonesie and Inpex, and their
successors in interest.

"Total" means Total Indonesie.

"Trustee" means BankAmerica International, as Bontang V
Trustee under the Trust Agreement, and its successors thereunder pursuant to
Section 1.8 hereof.

"Unocal Group" means Unocal and Inpex, and their successors in
interest; provided, however, that Inpex shall cease to be a member of the
Unocal Group on March 31, 1997.

"Vico Group" means Xxxxxxxx Xxxxxxxxx Company, Xxxxxxxx
Xxxxxxxxxxxxx Company, OPICOIL Houston, Inc., Xxxxx Xxxxx Sanga Limited, Union
Texas East Kalimantan Limited, and Universe Gas & Oil Company, Inc., and their
successors in interest.

In addition to the definitions set forth above, and except as
otherwise provided in this Agreement, capitalized expressions which are defined
in the Loan Agreement are used herein with the meanings defined in the Loan
Agreement, unless the context shall otherwise specifically require.

* * * * *

PART 1

PRODUCERS' AGREEMENTS

Each of the Producers covenants to the Lenders solely as to
itself until payment in full of the principal of and interest on the Notes and
payment in full of all amounts owing under the Loan Agreement and the Letter
Agreement at the time of such payment in full of such Notes, unless compliance
with the provisions of this Part 1 shall have been waived by the Majority
Lenders, to do and perform the following:

1.1 Authorization of Borrowings. Each of the Producers
has reviewed the Loan Agreement (including the form of Notes attached thereto)
and the Letter Agreement, and has authorized and requested the Borrower to
enter into the Loan Agreement and the Letter Agreement and to execute and
deliver the Notes, in each case, not in its individual capacity but solely as
Trustee under the Trust Agreement, to make and repay Borrowings, to pay
interest on the Borrowings, to pay other amounts and to perform the other
obligations of the Borrower, all of the foregoing under and in accordance with
the terms of the Loan Agreement, the Notes and the Letter Agreement. For
purposes of effecting each Borrowing, each Producer other than Pertamina hereby
irrevocably authorizes and designates Pertamina as its agent with full power
and authority on behalf of such Producer to authorize and request the Borrower
to effect such Borrowing or to designate an entity and individuals in
accordance with the Trust Agreement to do the same, or both. Pertamina hereby
accepts such authorization and agrees to perform on behalf of the Producers
(including on its own behalf) the obligations authorized pursuant to, and
accepts the designation contained in, this Section 1.1 and in the Trust
Agreement.

1.2 Approval of Expenditures. The Producers confirm that
in accordance with Article 10 of the Processing Agreement they have made
arrangements among themselves whereby, and the Producers hereby covenant to the
Lenders that, all invoices of all project creditors shall be approved or
disapproved in good faith in accordance with objective standards customarily
followed in the oil and gas industry in construction activities of the sort
contemplated by the Development Plan.

1.3 Rights to Bontang Plant and Improvements. The
Producers agree that Pertamina shall exclusively hold and shall continue to
maintain title to the Bontang Plant, and all rights and interests in and to the
Bontang Plant, subject with respect to Pertamina's rights and interests to
rights and interests created under the Basic Agreements and any rights and
interests created in other parties which do not adversely affect the processing
of LNG thereat in the amounts and in the manner contemplated by the Processing
Agreement for sale under the LNG Sales Contracts, and Pertamina agrees that it
will not create, incur or suffer to exist any Encumbrances on the Bontang
Plant, except for Encumbrances arising pursuant to statute or otherwise by
operation of law, which shall be discharged in the ordinary course of business
and shall not be enforced by attachment or levy.

1.4 No Amendments, etc. Each of the Producers agrees:

(a) with respect to the Trust Agreement, such
Producer shall not (i) terminate or revoke the Trust Agreement, or (ii) amend,
modify, revise, supplement or waive any of the provisions of Article 1, 4 or 10
or Section 2.1, 2.2, 2.4, 3.1, 3.2, 3.3 (other than Section 3.3(i)), 3.5 or 3.7
or the third sentence of Section 8.2 of the Trust Agreement, in each case other
than to permit the Borrower to enter into Subordinated Indebtedness or Pari
Passu Swap Indebtedness as permitted by the Loan Agreement, or any other
provision of the Trust Agreement, if any such amendment, modification,
revision, supplement or waiver would or would be likely to affect adversely the
trust created under the Trust Agreement, the rights of the Lenders under the
Loan Agreement or Notes or the ability of the Borrower to perform its
obligations under such Loan Agreement, Notes or the Letter Agreement, or (iii)
change or agree to the change of the trustee thereunder, except as contemplated
by Section 1.8 hereof;

(b) with respect to each Basic Agreement (other
than the Second A/R 1973 Sales Contract and the New 1973 Transportation
Arrangements) and, if and when duly executed and delivered, the Second A/R 1973
Sales Contract and the New 1973 Transportation Arrangements, each Production
Sharing Contract and each Construction Document to which it is a party, such
Producer shall not (i) terminate or revoke such Basic Agreement (except for a
termination or revocation of any portion of the New 1973 Transportation
Arrangements that will not impair Pertamina's ability to deliver LNG under the
New 1973 Sales Contract in any material respect), Production Sharing Contract
or Construction Document or (ii) amend, modify, revise,

supplement or waive any of the provisions of such Basic Agreement, Production
Sharing Contract or Construction Document (x) if any such amendment,
modification, revision, supplement or waiver would or would be likely to, after
giving effect thereto, (A) cause the Debt Coverage Ratio under the Loan
Agreement at any time that amounts are outstanding thereunder to be less than
150% or (B) conflict with or affect adversely the rights of the Lenders under
the Loan Agreement, Notes or the Letter Agreement or the obligations of the
Borrower under the Loan Agreement, Notes, the Letter Agreement or Trust
Agreement or conflict with or impair the obligations of the Producers pursuant
to this Agreement (other than an assignment permitted pursuant to Section 6.3
hereof); or (y) if the Debt Coverage Ratio already is, at the relevant time,
less than 150% and if any such amendment, modification, revision, supplement or
waiver would or would be likely to, after giving effect thereto, cause the Debt
Coverage Ratio to be reduced further; provided, however, that if a Basic
Agreement incorporates by reference the provisions of a separate agreement or
agreements, the provisions of this Section 1.4(b) shall apply to such
provisions of such separate agreement or agreements if any termination,
revocation, amendment, modification, supplement or waiver thereof would have
the effect of the same on such Basic Agreement;

(c) with respect to each LNG Sales Contract,
Pertamina shall not consent to the assignment or delegation by any Buyer
thereunder of any of such Buyer's rights or obligations thereunder; and

(d) with respect to the Construction Documents,
Pertamina shall not consent to the assignment or delegation of any of the
rights or obligations of the EPC Contractor or the Sub-Contractor and, upon the
execution of the Loading Facilities Construction Contract, shall not consent to
the assignment or delegation of any of the rights or obligations thereunder of
the Loading Facilities Contractor or the Loading Facilities Sub-Contractor,
other than (i) a delegation by the EPC Contractor to the Sub-Contractor or by
the Loading Facilities Contractor to the Loading Facilities Sub-Contractor in
accordance with the Construction Documents or (ii) a delegation to
subcontractors, and use of suppliers, in the ordinary course of construction
implementation.

Any consent of the Majority Lenders necessary to permit any
action otherwise prohibited by this Section 1.4 shall not be unreasonably
withheld. Each of the Producers shall promptly provide or cause to be provided
to the Tranche A Lender and the Agent correct and complete copies of (i) if and
when executed, the Second A/R 1973 Sales

Contract, the New 1973 Transportation Arrangements (the constituent documents
of which will be delivered as a package concurrently with the delivery of the
Second A/R 1973 Sales Contract) and any other transportation agreements
relating to the New 1973 Sales Contract entered into as contemplated by Section
1.5(b) hereof and (ii) whether or not requiring consent of the Lenders pursuant
to this Section 1.4, any agreement or document evidencing any amendment,
modification, revision, supplement or waiver of any provision of the Trust
Agreement, any of the Basic Agreements to which it is a party, any of the
Construction Documents to which it is a party (excluding change orders and
similar modifications or supplements arising in the ordinary course of
construction implementation) or any Production Sharing Contract to which it is
a party and, in the case of an amendment to the Trust Agreement providing for
Subordinated Indebtedness or Pari Passu Swap Indebtedness with respect to
amounts to be held and distributed under the Trust Agreement, copies of the
proposed amendment not less than 10 Business Days prior to execution thereof.

1.5 Compliance with Agreements.

(a) Each of the Producers agrees that it will
duly perform in a timely manner each obligation contemplated to be performed by
it under this Agreement and the Trust Agreement, including, without limitation,
(i) giving notices, instructions, certificates (including, without limitation,
certificates as to the accuracy of the representations and warranties set forth
in this Agreement and the compliance by the Producers with the terms of this
Agreement), approvals and communications necessary or appropriate in order (x)
to effect Borrowings, repayments and payments by the Trustee as Borrower under
and in accordance with the terms of the Loan Agreement, the Notes and the
Letter Agreement and (y) to permit the Borrower to perform its other
obligations under the Loan Agreement, (ii) providing financial and other
information to the Trustee to be supplied to the Lenders under and in
accordance with the Loan Agreement, and (iii) giving of other notices,
instructions, approvals and communications contemplated by the Trust Agreement.

(b) Each of the Producers that is a party thereto
also agrees duly to perform its obligations under the Construction Documents
(including the Loading Facilities Construction Contract after it has been duly
executed and delivered by the parties thereto), the Production Sharing
Contracts, the Supply Agreements, the LNG Sales Contracts and any
transportation agreements and agreements to pay for shipping of cargoes under
an LNG Sales Contract including,

without limitation, when and if executed, the New 1973 Transportation
Arrangements, except in respects which are not material and not likely to give
rise to the assertion of a claim for breach thereunder, and to perform in all
material respects the terms of the other Basic Agreements to which it is a
party, as the same may be amended from time to time as permitted by Section 1.4
hereof. The Producers shall maintain in effect at all relevant times, whether
pursuant to the New 1973 Transportation Arrangements or other agreements,
sufficient shipping capacity in order to deliver all cargoes of LNG required to
be delivered to the Japanese Buyers under the New 1973 Sales Contract during
the term thereof (as the same may be extended from time to time up to and
including December 31, 2014) until such time as no amounts that may then or
thereafter be payable thereunder or with respect thereto would, if paid,
constitute Source of Debt Service.

1.6 Enforcement of Agreements. The Producers agree that,
if the Borrower shall fail to perform any of its obligations under the Trust
Agreement, then the Producers shall give written notice to the Borrower as
promptly as practical under the circumstances demanding that all of the
Borrower's obligations under the Trust Agreement be immediately performed and
simultaneously deliver a copy of such notice to the Tranche A Lender and the
Agent. Each Producer shall promptly enforce all legal rights it possesses
against the Borrower to compel performance by the Borrower of its obligations
under the Trust Agreement, and give notices from time to time to the Tranche A
Lender and the Agent with respect to the actions being taken. Each of the
Producers that is a party thereto shall, with due diligence and in a reasonable
and prudent manner, enforce its rights (a) under the Construction Documents
against the EPC Contractor, the Sub-Contractor, the Loading Facilities
Contractor, the Loading Facilities Sub-Contractor and any other sub-contractors
under the Construction Documents, and (b) under the LNG Sales Contracts, (c)
under the Plant Use Agreement, (d) under the Processing Agreement and (e) when
and if duly executed and delivered, under the New 1973 Transportation
Arrangements and any other transportation agreements contemplated by Section
1.5(b) hereof.

1.7 Operation of Bontang Plant. Each Producer that is a
shareholder of P.T. Badak shall use its best efforts, as a shareholder, to
cause P.T. Badak or any successor to P.T. Badak under the Plant Use Agreement
to operate the Bontang Plant in the manner required pursuant to the Plant Use
Agreement and to cause P.T. Badak or any successor to P.T. Badak to perform its
obligations under the Processing Agreement in the manner required under the
Processing Agreement.

1.8 Replacement of Trustees.

(a) The Producers may, solely with the prior written
consent of the Majority Lenders, appoint any Approved Institution as successor
trustee under the Trust Agreement. The Producers shall, if any of the
circumstances set forth in Section 1.8(b) hereof shall have occurred and be
continuing and if requested by the Majority Lenders, (1) appoint one of the
institutions referred to in clause (ii) of the definition of Approved
Institutions, if any of the circumstances set forth in Sections 1.8(b)(i), (ii)
and (iii)(3) hereof shall have occurred and, (2) with respect to any other
circumstance referred to in Section 1.8(b) hereof, appoint any institution
other than a branch of the Borrower referred to in such definition as successor
trustee under the Trust Agreement. Any such appointment made pursuant to this
Section 1.8(a) shall, for purposes of this Agreement, become effective upon the
written confirmation by such institution, solely in its capacity as successor
trustee under the Trust Agreement, of its assumption of the obligations of
successor trustee under such Trust Agreement and of the Borrower under the Loan
Agreement, all of the Notes and the Letter Agreement.

(b) The circumstances referred to in Section
1.8(a) hereof are as follows:

(i) The Borrower, BankAmerica
International or Bank of America National Trust and Savings Association or any
successor trustee appointed pursuant to this Section 1.8 shall:

(1) make an assignment for the
benefit of creditors; or

(2) file a petition in bankruptcy,
petition or apply to any tribunal or applicable regulatory authority
for the appointment of a custodian, receiver, trustee or official with
similar powers for it or a substantial part of its property or assets,
or commence any case or proceeding under any bankruptcy,
reorganization, arrangement, readjustment of debt, dissolution or
liquidation or similar law or statute of any jurisdiction, whether now
or hereafter in effect; or

(3) if there shall have been filed
any such petition or application, or any such case or proceeding shall
have been commenced against it, indicate its consent to, approval of
or acquiescence in any such petition, application, case or proceeding
or any order for relief or the appointment of a custodian,

receiver, trustee or official with similar powers or regulatory
authority for it or any substantial part of any of its properties or
assets, or suffer to exist any such case or proceeding in which an
order for relief is entered, or suffer any such custodianship,
receivership, trusteeship or jurisdiction of such similar official or
regulatory authority to continue undischarged for a period of 30 days
or more; or

(4) generally be unable to or
generally fail to pay its debts as such debts become due; or

(5) have concealed, removed, or
permitted to be concealed or removed, any part of its property, with
intent to hinder, delay or defraud its creditors or any of them, or
made or suffered a transfer of any of its property which may be
fraudulent under any bankruptcy, fraudulent conveyance or similar law
or shall have suffered or permitted, while insolvent, any creditor to
obtain an Encumbrance upon any of its property through legal
proceedings or distraint which is not vacated within 30 days from the
date such Encumbrance is created; or

(6) take appropriate corporate
action required to authorize any of the foregoing; or

(ii) The Borrower or any successor
trustee appointed pursuant to this Section 1.8 shall fail to perform any of its
obligations under the Trust Agreement; or

(iii) BankAmerica International or, except
in the case of clause (1) below, any person that becomes a successor trustee
pursuant to this Section 1.8 hereof, as relevant, shall:

(1) cease to be a wholly owned
subsidiary of Bank of America National Trust and Savings Association;
or

(2) dispose of all or substantially
all of its assets; or

(3) fail to pay principal of, or
premium or interest on, any of its Indebtedness in a material amount
when due for payment, whether by acceleration or otherwise, but after
giving effect to all applicable grace and waiver periods provided for
in the agreement or instrument creating or evidencing such
Indebtedness; or

(iv) Any suit, legal action or proceeding
or governmental investigation shall be commenced, or any Legal Requirement
shall be in effect, which questions the power, authority or capacity of the
Borrower, BankAmerica International or any successor trustee under the Trust
Agreement to enter into the Trust Agreement, or to serve thereunder in
accordance with the terms thereof or to perform any material obligation
thereunder, or in the case of the Borrower, to enter into the Loan Agreement or
to perform any material obligation thereunder.

1.9 Indebtedness; Permitted Amounts. The Producers shall
neither enter into, nor authorize or request the Borrower or any other Person
to enter into, financing agreements or otherwise create, assume or become
liable for, directly or indirectly, any Indebtedness pursuant to any agreement
that will charge or be paid out of (x) the Source of Debt Service received by
the Trustee prior to its deposit in the Bontang V Payment Account, except for
(i) all obligations and liabilities under the Loan Agreement, the Notes and the
Letter Agreement, (ii) any Subordinated Indebtedness incurred pursuant to
Section 6.4 of the Loan Agreement and (iii) obligations in respect of Pari
Passu Swap Indebtedness incurred pursuant to Section 6.4 of the Loan Agreement,
or (y) any Borrowed Amounts, except for the purposes for which such Borrowed
Amounts are borrowed.

1.10 Negative Pledge. The Producers shall not create or
agree to, or authorize or request the Borrower or any other Person to create or
agree to, any Encumbrance on the Source of Debt Service prior to its deposit in
the Bontang V Payment Account or on any Borrowed Amounts, except any
Encumbrance, if any, (i) arising from the assignments made in the Supply
Agreements by Pertamina to the other Producers of the production sharing
percentages of such Producers of amounts payable by the Buyers under the LNG
Sales Contracts and certain other amounts as provided in the Supply
Agreements,(ii) arising pursuant to the Trust Agreement or in favor of the
holders of Indebtedness as permitted in accordance with Section 1.9 hereof, or
(iii) arising pursuant to statute or otherwise by operation of law in
connection with any transportation agreement related to any LNG Sales Contract
and discharged in the ordinary course of business.

1.11 Insurance.

(a) Prior to operational acceptance of the
Additional Plant and the Loading Facilities by Pertamina pursuant to the
Construction Documents, Pertamina shall maintain or cause to be maintained "All
Risk" Builder's Risk

Insurance as required pursuant to the Construction Documents.

(b) Prior to operational acceptance of the
Additional Plant and the Loading Facilities by Pertamina pursuant to the
Construction Documents, Pertamina shall maintain, or cause to be maintained,
with respect to the Insured Bontang Plant (excluding Train G) and, upon and
after such operational acceptance, Pertamina shall maintain, or cause to be
maintained with respect to the Insured Bontang Plant (excluding the Support
Facilities), property and casualty insurance (the "Plant Insurance") on terms
at least as favorable to Pertamina as, and having coverage substantially
similar to, the policy furnished to the Tranche A Lender and the Agent prior to
the date hereof and in an amount which is the greater of (i) the sum of (w) the
full replacement value of the Insured Bontang Plant (excluding the Support
Facilities), together with spare parts located within the perimeter fences
thereof, and (x) the maximum value of the inventory forming a part of the
Insured Bontang Plant (excluding the Support Facilities), determined on the
basis of an independent appraisal provided in the manner described below in
this Section 1.11(a) (if such Plant Insurance in such amount is available on
commercially reasonable terms), or (ii) 125% of the sum of (y) all amounts
outstanding from time to time under the Loan Agreement, the Notes and the
Letter Agreement, plus (z) all other Indebtedness of any Person outstanding,
the holders of which, directly or indirectly, are entitled to share in the
proceeds of the Plant Insurance (the "Plant Insurance Proceeds") prior to or on
an equal and ratable basis with the Lenders (as the Lenders' rights are
determined under Section 4.1 hereof). In determining the full replacement
value of the Insured Bontang Plant pursuant to clause (i) above, the cost of
the following shall be excluded: all basic engineering and that part of the
detail engineering that may be based on existing drawings and available
specifications, all dredging work, water wells, all major excavation work and
the use of heavy earth-moving equipment, and surplus materials in excess of
five percent (5%) of required quantities. As of the date hereof, the appraisal
of the Insured Bontang Plant contemplated above shall be the appraisal dated
February, 1994 prepared by RDI Consultants which has been delivered to the
Tranche A Lender and the Agent prior to the date hereof. Thereafter, the
appraisal of the Insured Bontang Plant contemplated above shall be the
independent appraisal most recently prepared with respect thereto, including
any of the following: (1) upon the written request of the Tranche A Lender and
the Agent, Pertamina shall promptly cause to be prepared and delivered to the
Tranche A Lender and the Agent an appraisal prepared by an independent
appraiser, who shall be acceptable to the

Tranche A Lender and the Agent in their reasonable judgment; provided, however,
that the Tranche A Lender and the Agent may not request Pertamina to cause any
such appraisal to be prepared and delivered more than once every five years,
and (2) the Tranche A Lender and the Agent may from time to time have prepared
for their benefit and at the sole cost of the Lenders an appraisal of an
independent appraiser, who shall be acceptable to the Producers in their
reasonable judgment, and Pertamina shall, and shall cause P.T. Badak to,
cooperate reasonably in the preparation of such appraisal.

(c) All Plant Insurance shall be maintained with
(i) P.T. Tugu Pratama Indonesia, or (ii) so long as Indonesian law requires
that the relevant insurance be maintained with an Indonesian insurance company,
any Indonesian insurance company other than P.T. Tugu Pratama Indonesia
approved by the Majority Lenders, which approval shall not be unreasonably
withheld, or (iii) if Indonesian law changes to permit the relevant insurance
to be maintained with one or more non-Indonesian insurance companies, any
insurance company other than P.T. Tugu Pratama Indonesia approved by the
Majority Lenders.

(d) Pertamina agrees that all Plant Insurance
shall have Pertamina as a loss payee, and that no party other than Pertamina,
the other Producers and P.T. Badak shall be a loss payee. Pertamina agrees
that it will not create or agree to any assignment of or security interest in
the Plant Insurance Proceeds, or create any right to receive the Plant
Insurance Proceeds other than equally and ratably with, or subordinated in
right of payment to, the rights of the Lenders pursuant to this Agreement in
favor of any Person other than the loss payees under the Plant Insurance.

(e) Pertamina shall, on or before the Effective
Date, provide to the Tranche A Lender and the Agent a correct and complete copy
of the policy or policies of insurance required by Sections 1.11(a) and (b)
hereof and, as promptly as practicable in the circumstances (but in no event
later than 30 days) following the issuance thereof, correct and complete copies
of each subsequent policy or policies of insurance required by Sections 1.11(a)
and (b) hereof. Pertamina shall also provide to the Tranche A Lender and the
Agent as promptly as practicable under the circumstances, correct and complete
copies of each amendment, modification or waiver and each notice of
cancellation or termination with respect to each policy of insurance required
by Sections 1.11(a) and (b) hereof (but in no event later than 30 days
following any such amendment, modification or waiver or receipt of any such
notice).

1.12 Reserve Reports.

(a) The Producers agree that, if requested by
either the Tranche A Lender or the Agent, they will cause to be delivered to
the Tranche A Lender and the Agent correct and complete copies of the latest
reserve report or reports and any updates, modifications or supplements thereto
covering the areas which supply gas to the Bontang Plant (the "Gas Supply
Area"), prepared by DeGolyer and MacNaughton or another independent petroleum
engineering consulting firm of recognized standing in the petroleum industry
qualified by reputation and experience in the estimating of reserves of oil and
gas in subsurface reservoirs.

(b) Pertamina shall, before committing additional
natural gas from the Gas Supply Area to sale or other utilization, submit or
cause to be submitted to the Tranche A Lender and the Agent a copy of each
certificate and all supporting documentation furnished to one or more of the
Buyers pursuant to the provisions of the KGC Sales Contract that result from
the incorporation therein of Section 3.2(a) of each of the Arun III Contract
and the Korea II Contract (each as defined in the KGC Sales Contract), pursuant
to the provisions of the CPC Sales Contract that result from the incorporation
therein of Section 3.2(a) of the Badak III LNG Sales Contract (as defined in
the CPC Sales Contract) or pursuant to Section 3.2(a) of the Second A/R 1973
Sales Contract, together with a statement setting forth the calculation of the
Seller's Gas Supply Obligation (as defined in each LNG Sales Contract) and the
breakdown of such calculation by non-spot sale LNG sales contract, which
statement shall be in the form of that delivered to the Tranche A Lender and
the Agent pursuant to Section 5.1(a)(xvi) of the Loan Agreement.

1.13 Use of Proceeds.

(a) The proceeds of the Borrowings shall be used
solely for the payment of (i) the costs incurred or to be incurred in
connection with the design, engineering, procurement and construction of or
otherwise relating to the Additional Plant, the Loading Facilities and, in the
case of Borrowings that the Drawdown Schedule contemplates for such purpose
(but solely to the extent so contemplated), the Support Facilities, (ii)
interest, fees, expenses, taxes and other amounts payable by the Borrower
pursuant to Sections 2.3, 2.7, 2.8, 3.3, 3.4(b), 6.6 and 10.6 of the Loan
Agreement and (iii) funding the Reserve Account as provided in and solely to
the extent permitted by Section 2.2(b) of the Loan Agreement.

(b) If, during the Availability Period, no
further amounts of the Commitments of the Lenders are available to be drawn by
the Borrower under the Loan Agreement, and if the proceeds of the Borrowings
are insufficient to pay the costs required for the completion of the Additional
Plant and the Loading Facilities as indicated in the most recent quarterly
status report delivered to the Tranche A Lender and the Agent pursuant to
Section 1.14(b) hereof, then, from time to time prior to the last day of the
Availability Period, the Producers may, to pay for such required costs,
instruct the Trustee to transfer to the Bontang V Payment Account from the
amounts then held in the Regular Reserve Account, subject to Section
3.3(b)(iii) of the Trust Agreement, amounts which shall not exceed in the
aggregate the lesser of (x) the aggregate amount of all Reserve Account
Borrowed Amounts borrowed pursuant to Section 2.2(b)(ii) of the Loan Agreement
or (y) the amounts needed to pay for such required costs. Any such instruction
shall be provided by written notice to the Trustee, the Tranche A Lender and
the Agent. The Producers shall use such amounts so transferred to the Bontang
V Payment Account solely for the purpose of paying for such required costs.

(c) If, following the last day of the
Availability Period, the Producers shall at any time have paid the cost of a
Selected Qualified Bank retained and performing services pursuant to Section
6.6 of the Loan Agreement, then Pertamina may instruct the Bontang V Trustee to
transfer to the Bontang V Payment Account from the amounts then held in the
Regular Reserve Account, subject to the conditions contained in Section
3.3(b)(iv) of the Trust Agreement, an amount which shall not exceed the amount
so paid to such Selected Qualified Bank. Pertamina shall give any such
instruction by giving notice to the Trustee, the Tranche A Lender and the Agent
setting forth the amount paid to the Selected Qualified Bank and attaching a
copy of the Selected Qualified Bank's invoice relating to the services so
performed.

1.14 Construction of Train G.

(a) Pertamina shall insure that Train G is
constructed and completed with due diligence and efficiency and in conformity
with sound administrative, engineering and financial practices.

(b) Pertamina shall deliver to each of the
Tranche A Lender and the Agent (i) a quarterly status report in reasonable
detail concerning construction of Train G, such report to include, but not be
limited to, the cost incurred to the end of such quarter and an estimate of
costs required for the completion and acceptance of Train G pursuant

to the Development Plan and the Construction Documents, and (ii) such other
information in respect of Train G as the Tranche A Lender and the Agent may
reasonably request.

(c) Pertamina shall submit or cause to be
submitted to the Tranche A Lender and the Agent a semi-annual report, prepared
by the Engineering Firm or if the Engineering Firm becomes unacceptable to
Pertamina or to the Tranche A Lender and the Agent for any reason following the
date hereof, any other independent engineering firm of recognized standing in
the construction industry and acceptable to the Tranche A Lender and the Agent,
concerning the status of the construction of Train G. Such report shall be
based upon the reports delivered pursuant to Section 1.14(b) hereof and such
discussions and analysis thereof with representatives of Pertamina, the EPC
Contractor and the Sub-Contractor as the independent engineering firm deems
appropriate in order for the semi-annual report to provide, through the end of
such semi-annual period, a comparison of (i) the physical progress of the
construction of Train G with the progress scheduled for such period and (ii)
the expenditures made to achieve such physical progress with the amounts
forecast therefor.

(d) Pertamina shall not amend the Development
Plan in a manner that would result in a material increase in Pertamina's
expenditures or materially deviate from the Development Plan with regard to the
construction, completion or operation of Train G; provided, however, that
Pertamina may, to the extent necessary to comply with the provisions of Section
1.18 hereof, deviate from the Development Plan by declining to construct
specific portions of the Support Facilities.

(e) Pertamina shall, if requested by either the
Tranche A Lender or the Agent, permit representatives of the Tranche A Lender
or the Agent, and designees appointed by them with the consent of Pertamina,
which consent shall not be unreasonably withheld, to visit the site of the
construction of Train G to review and examine the current status of the
construction and implementation thereof.

(f) Pertamina shall promptly after it becomes
aware of such event, give notice to the Tranche A Lender and the Agent of any
event or occurrence that will, or would be reasonably likely to, (i) prevent
shipments of LNG under the KGC Sales Contract or the CPC Sales Contract on a
regular basis during 1998 and 1999 or (ii) prevent shipments of LNG under the
Second A/R 1973 Sales Contract on a regular basis during the term thereof (as
the same may be extended from time to time up to and includig December 31,
2014).

1.15 Notices Relating to Source of Debt Service.

(a) Pertamina shall inform each of the Tranche A
Lender and the Agent by notice (with a copy to the Borrower) in advance of the
annual and quarterly shipment schedules, and of actual shipment information
promptly after shipment, with respect to each shipment for sale and delivery of
LNG related to the Source of Debt Service.

(b) Pertamina shall give notice to each of the
Tranche A Lender and the Agent promptly after it learns (i) of any event or
occurrence, in the nature of force majeure, and any material dispute which
could reasonably be expected to affect adversely the amount or time of receipt
of the Source of Debt Service and (ii) that any default under any LNG Sales
Contract has occurred or will occur with the giving of notice or lapse of time
or both. Pertamina shall thereafter also inform the Tranche A Lender and the
Agent of the status of such event at reasonable intervals during the
continuance thereof.

1.16 Effect of Certain Events with Respect to LNG Sales
Contracts.

(a) If (i) any LNG Sales Contract is terminated
or (ii) any sales under any LNG Sales Contract, which if made would give rise
to Source of Debt Service, are suspended in respect of any Buyer or Buyers or
an event of force majeure as to any LNG tanker or any Buyer's facilities
relevant to any LNG Sales Contract shall occur and such suspension of sales or
event of force majeure shall continue for a period of nine months, Pertamina
shall make all reasonable efforts to sell any LNG originally scheduled to be
sold to any affected Buyer or Buyers pursuant to any such LNG Sales Contract
after the date of termination or the end of such nine-month period, as the case
may be, which Pertamina reasonably anticipates will not be sold because of such
termination, suspension of sales or event of force majeure; provided, however,
that with respect to an event of the type specified in the foregoing clause
(ii), Pertamina shall not be obligated to enter into any replacement LNG sales
contract which Pertamina reasonably anticipates would cause it to be unable to
perform fully its obligations under the affected LNG Sales Contract upon the
cessation of such event of force majeure or suspension of sales; and provided
further that Pertamina may, in its sole discretion, make replacement sales
during any initial period of nine months during which sales are so suspended or
during which such an event of force majeure has occurred.

(b) Pertamina shall cause the proceeds of any
replacement sales made pursuant to Section 1.16(a)

hereof to be paid to the Trustee as if such sales had been made pursuant to the
affected LNG Sales Contract and shall authorize and request the Borrower to
execute and deliver prior to the payment of any such proceeds an agreement
providing for any amendment of the definitions of Source of Debt Service and
Gross Invoice Amount contained in the Loan Agreement and the Trust Agreement
required to cause such proceeds to be included therein.

1.17 Payment Instructions.

(a) Subject to Section 1.8 hereof, Pertamina
hereby agrees to instruct each Buyer to pay to the Trustee all amounts payable
by such Buyer to Pertamina pursuant to the LNG Sales Contracts which constitute
Source of Debt Service, and not to change such instructions or the designation
of the Trustee as the recipient of amounts which constitute the Source of Debt
Service.

(b) Subject to Section 1.8 hereof, Pertamina
agrees to deliver or to cause to be delivered to the Trustee on the date
payment is made to the Trustee pursuant to Section 1.17(a), a written statement
correctly identifying the separate portions of such payment that relate to each
component of the Gross Invoice Amount and the Source of Debt Service and
specifying by category the portion of such payment that does not constitute
Source of Debt Service. Such statement shall identify, among other things, the
portion of such payment related to (x) with respect to the KGC Sales Contract,
the LNG Portion (as defined in such contract), (y) with respect to the CPC
Sales Contract, the LNG Related Component (as defined in such contract), and
(z) with respect to the New 1973 Sales Contract, the LNG Element (as defined in
such contract).

(c) With respect to all other relevant Basic
Agreements, Pertamina has designated or shall designate, and agrees not to
change the designation of, the Trustee as the recipient of amounts which
constitute the Source of Debt Service payable thereunder.

(d) On or promptly following the date hereof, the
Producers shall instruct the Bontang III Trustee, the Bontang I Trustee, the
Bontang Excess Sales Trustee and any other relevant trustee in writing to make
immediate payment to the Bontang V Trustee of any amounts received by any of
such trustee and deposited under the Bontang III Trust Agreement, the Bontang I
Trust Agreement, the Bontang Excess Sales Trust Agreement or any other relevant
trust agreement or trustee and paying agent agreement which constitute Source
of Debt Service as defined in the Loan Agreement. The Producers shall provide
copies

of such written instruction (which may be reflected in an amendment to the
relevant trust agreements or trustee and paying agent agreements) to the
Tranche A Lender and the Agent simultaneously with sending such instructions to
the Bontang III Trustee, the Bontang I Trustee, the Bontang Excess Sales
Trustee and any other relevant trustee. The Producers agree that, so long as
any amounts remain owing to the Lenders under the Loan Agreement, the Notes or
the Letter Agreement, such written instruction shall not be revoked, amended or
modified, except with the prior written consent of the Majority Lenders.

1.18 Monitoring Total Project Expenditures.

(a) Pertamina hereby agrees that, during the
Availability Period, it will monitor Borrowings, interest rate(s) applicable to
the Notes and all other costs and expenditures relating to Train G on a
quarterly basis and in accordance with its customary procurement procedures, in
order to determine the extent to which the costs of specific portions of the
Support Facilities can be financed through Borrowings under the Loan Agreement
without causing the sum of (i) all reasonably anticipated costs of completing
the Additional Plant and the Loading Facilities that have not already been paid
for from the proceeds of previous Advances, (ii) all reasonably anticipated
costs of such specific portions of the Support Facilities that Pertamina
proposes to finance through Borrowings under the Loan Agreement, (iii) all
reasonably anticipated future Borrowed Amounts and (iv) all capitalized
interest with respect to the Notes that is reasonably anticipated to accrue
thereafter during the Availability Period to exceed the then remaining
Commitments. If and to the extent that at any time the Drawdown Schedule does
not provide for the financing of the costs of any specific portions of the
Support Facilities and such costs can be so financed without causing such sum
to exceed the then remaining Commitments, and if, after financing such costs
the remaining Commitments will be sufficient to fund fully the amounts referred
to in clauses (i), (ii) and (iv) above, then Pertamina may instruct the
Borrower to revise the current Drawdown Schedule to provide for the financing
of the costs of such specific portions of the Support Facilities through
Borrowings under the Loan Agreement. If and to the extent that at any time the
costs of any specific portions of the Support Facilities cannot be so financed
as provided in the first sentence hereof, then Pertamina shall instruct the
Borrower to revise the then current Drawdown Schedule to exclude such
financing.

(b) Pertamina shall submit, or cause to be
submitted to the Tranche A Lender and the Agent, with

reasonable promptness after the end of each calendar quarter during the
Availability Period, a summary statement of its then current estimate of the
excess capacity of the Bontang Plant to be contractually uncommitted on March
31, 1998, excluding the LNG Sales Contracts and the capacity of the Additional
Plant.

1.19 Construction Report. Pertamina shall use its best
efforts to cooperate with the Agent and the Engineering Firm and to provide
such assistance as the Agent or the Engineering Firm may reasonably request
from time to time, in connection with the preparation by the Engineering Firm
of a single report to be completed as soon as practicable after the Effective
Date concerning the status of the Additional Plant. Such report shall be in
form and substance satisfactory to the Agent and shall (unless otherwise
agreed) be substantially similar in scope to the Technical Consultant's Report
of Xxxxxx Xxxxxxxxxx, Inc., dated May 31, 1991, with respect to Pertamina
Bontang LNG Plant Train F Expansion Project. The fees and disbursements of the
Engineering Firm in connection with the preparation of such report shall be
reimbursed by the Borrower pursuant to Section 10.6 of the Loan Agreement up
to a maximum amount of $50,000.00.

1.20 Loading Facilities Construction Contract. Pertamina
shall enter into the Loading Facilities Construction Contract with a reliable
and reputable contractor, on terms which are based on sound administrative,
engineering and financial practices. Pertamina shall provide to the Tranche A
Lender and the Agent correct and complete copies of the final draft of such
Contract prior to execution thereof and, with reasonable promptness following
execution and delivery, correct and complete copies of the executed version of
the Loading Facilities Construction Contract.

1.21 Debt Service Accounts. Each of the Producers agrees
with respect to the Trust Agreement that, as long as moneys are held by the
Trustee in the Debt Service Account and Reserve Account, the Lenders are, to
the extent necessary for payments to be made in accordance with the terms of
the Trust Agreement of principal, interest and other amounts due under the Loan
Agreement, the Notes and the Letter Agreement, among those having a right, as
provided under Section 2.2 of the Trust Agreement, to receive disbursements
thereunder.

1.22 Expenses. To the extent that any amounts required to be
paid by the Borrower pursuant to Section 10.6(a) and, prior to the Completion
Date, Section 10.6(b), of the Loan Agreement are not paid when due, the
Producers shall, following notice from the

Tranche A Lender or the Agent or both, as appropriate, immediately pay such
amounts or otherwise cause such amounts to be paid.

1.23 Financial Statements. Upon the request of the
Tranche A Lender or any Tranche B Lender made through the Agent, as
appropriate, from time to time, each Producer agrees to deliver to such Lender
in respect of one or more fiscal years (but no more than the three immediately
prior fiscal years) of such Producer or, where applicable, of any Person
controlling such Producer which reports its financial condition and results to
the public, any publicly available annual financial statements of such Producer
or Person.

PART 2

REPRESENTATIONS AND WARRANTIES

Each Producer makes the following representations and
warranties to the Lenders solely with respect to itself; provided, however,
that (i) each representation and warranty with respect to any agreement that is
dated on, as of or prior to the date hereof is made as of the date hereof, (ii)
each representation and warranty with respect to any other agreement will be
made as of the date such agreement is entered into and solely with respect to
the agreement being entered into as of such date, (iii) each representation and
warranty with respect to any agreement is made only by those Producers that are
parties thereto and (iv) Pertamina is the only Producer making the
representation and warranty in Section 2.9 hereof:

2.1 Due Incorporation; Power and Authority. Such
Producer is, and upon the due execution and delivery of any Construction
Document or Basic Agreement not heretofore executed and delivered will be, a
corporation or partnership duly organized and validly existing under the laws
of the jurisdiction of its incorporation or formation. Such Producer has, and
upon the due execution and delivery of any such agreement not heretofore
executed and delivered will have, full power, authority and legal right to
execute, deliver, perform and observe the terms and provisions of this
Agreement, the Trust Agreement, each Production Sharing Contract, each
Construction Document and each Basic Agreement.

2.2 Legal Action. All necessary legal action has been
taken, and upon the due execution and delivery of any such agreement not
heretofore executed and delivered will have been taken, to authorize such
Producer to execute and deliver and to perform and observe the terms and
provisions of this Agreement, the Trust Agreement, each Production Sharing
Contract, each Construction Document and each Basic Agreement.

2.3 Restrictions. There is no Legal Requirement and no
contractual or other obligation binding on such Producer, and upon the due
execution and delivery of any Construction Document or Basic Agreement not
heretofore executed and delivered there will be no Legal Requirement and no
contractual or other obligation binding on such Producer, including, without
limitation, under any of the Basic Agreements or the Production Sharing
Contracts or any of the Construction Documents, that is or will be contravened
(or, in the case of a contractual obligation, in respect of which a breach has
occurred or will occur) by reason of the execution and delivery of or the
performance or observance by such Producer of any of the terms or provisions of
this Agreement or the Trust Agreement.

2.4 Registrations and Approvals. No registrations,
declarations or filings with, or consents, licenses, approvals or
authorizations of, any legislative body, governmental department or government
authority are necessary or required under any applicable law for the due
execution and delivery by such Producer, or for the performance by such
Producer, of this Agreement or the Trust Agreement, or to assure the validity
or enforcement hereof or thereof with respect to such Producer, except such as
have been obtained, copies of which have been provided to the Tranche A Lender
and the Agent in connection with the execution and delivery of this Agreement
and which remain in full force and effect.

2.5 Agreement Binding; No Defaults. This Agreement, the
Trust Agreement, each Production Sharing Contract, the EPC Contract and each
Basic Agreement other than the Second A/R 1973 Sales Contract and the New 1973
Transportation Arrangements constitute, and when duly executed and delivered
each of the Loading Facilities Construction Contract, the Second A/R 1973 Sales
Contract and the New 1973 Transportation Arrangements will constitute, the
legal, valid and binding obligations of such Producer enforceable against it in
accordance with each of their respective terms, subject in the case of
enforcement to any applicable bankruptcy, insolvency, moratorium or other
similar laws affecting the enforcement of creditors' rights generally and to
equitable principles of general

application. No Default by such Producer has occurred and is continuing and no
event has occurred or failed to occur in each case pertaining to such Producer,
the occurrence or non-occurrence of which with the giving of notice or lapse of
time or both would constitute a Default. Such Producer is not, and upon the
due execution and delivery of each of the Loading Facilities Construction
Contract, the Second A/R 1973 Sales Contract and the New 1973 Transportation
Arrangements will not be, in violation of any of such Producer's obligations
under (i) the Trust Agreement, (ii) any of the Production Sharing Contracts,
the Supply Agreements or the LNG Sales Contracts, except for violations which
are not material and are not likely to give rise to the assertion of a claim
for breach, (iii) any of the Basic Agreements (other than those referred to in
the immediately preceding clause (ii)) or (iv) any of the Construction
Documents, in any material respect. Each of the Production Sharing Contracts,
the Plant Use Agreement and the Processing Agreement either does not by its
terms terminate, or is not by its terms scheduled to expire, prior to the time
of shipment of the last cargo giving rise to Source of Debt Service under the
New 1973 Sales Contract (except in the case of those Production Sharing
Contracts that are scheduled so to expire as provided in the relevant portion
of the definition of Production Sharing Contracts in the definition section
hereof), and each Supply Agreement either does not by its terms terminate, or
is not by its terms scheduled to expire, prior to the time of shipment of the
last cargo giving rise to Source of Debt Service under the LNG Sales Contract
to which such Supply Agreement relates; provided that the existing Japanese
Supply Agreements cover the period from January 1, 2000 to December 31, 2009.

2.6 Litigation. There is no suit, action, proceeding or
investigation pending against such Producer or, to the best of such Producer's
knowledge, threatened against such Producer, which (a) questions the validity
of this Agreement, the Trust Agreement, any Construction Document, any
Production Sharing Contract or any Basic Agreement, or any material action
taken or to be taken by such Producer pursuant hereto or pursuant to any
thereof, or (b) affects materially and adversely or is likely materially and
adversely to affect (i) the amounts of the Source of Debt Service payable to
the Trustee under any of the LNG Sales Contracts, or the right of the Borrower
to receive any such amounts under the Loan Agreement, (ii) the Bontang Plant or
Pertamina's interests therein or (iii) such Producer's ability to perform its
obligations under this Agreement, the Trust Agreement, any Construction
Document, any Production Sharing Contract or any Basic Agreement.

2.7 Compliance with Other Instruments, etc. Such
Producer is not, and upon the due execution and delivery of any Construction
Document or Basic Agreement not heretofore executed and delivered will not be,
in violation of any term of its charter or by-laws or, as relevant, the
partnership agreement under which such Producer is formed, or any term of any
agreement or any instrument to which it is a party or by which it or any of its
properties is bound or any Legal Requirement, which violation would have a
material adverse effect on such Producer's ability to perform its obligations
under this Agreement, the Trust Agreement, any Production Sharing Contract, any
Construction Document or any Basic Agreement.

2.8 Other Agreements. Each of the Tranche A Lender and
the Agent has been provided with correct and complete copies of the Development
Plan, the EPC Contract (excluding Exhibits A and B of the agreement referred to
in clause (i) of the definition thereof) and the Basic Agreements, in each case
as amended and in effect on the date hereof. Each Producer represents and
warrants that, to the best of its knowledge, no party to any of such Production
Sharing Contracts, the Basic Agreements executed and delivered on or prior to
the date hereof or the EPC Contract, other than any other Producer, is, and
upon the due execution and delivery of each Construction Document or Basic
Agreement not heretofore executed and delivered no party to each such agreement
will be, in breach of any material obligation thereunder.

2.9 Insurance. Insurance policies of the type required
by Section 1.11 hereof are in full force and effect, no default or breach
exists thereunder which would give rise to a right to cancel the same, and no
notice of default or breach or notice of termination has been given to
Pertamina with respect thereto. On or prior to the Effective Date, correct and
complete copies of such insurance policies will be delivered to the Tranche A
Lender and the Agent.

2.10 No Encumbrance. There is no Encumbrance on the Source
of Debt Service prior to its deposit in the Bontang V Payment Account caused by
such Producer, for which such Producer is responsible or which relates to such
Producer, except Encumbrances, if any, (i) arising pursuant to statute or
otherwise by operation of law, and not pursuant to any agreement, which are not
being enforced by attachment or levy and which will be discharged in the
ordinary course of business or (ii) permitted by Section 1.10 hereof.

2.11 No Material Adverse Change. There has been no
material adverse change since December 31, 1994 in (i) the business, assets,
financial position or results of operation of such Producer which affects
materially and adversely, or would be likely to affect materially and
adversely, the performance by Pertamina of or the ability of Pertamina to
perform its obligations under the LNG Sales Contracts or (ii) the operation of
the Bontang Plant.

PART 3

DEFAULTS

3.1 Default Defined. Each of the Producers agrees with
the Lenders that if any one or more of the following events shall occur it
shall be, so long as the same shall continue, a default hereunder (a
"Default"):

(a) a failure to comply with any of the
provisions of Section 1.1, 1.3, 1.4, 1.9, 1.10, 1.11, 1.17 (other than
1.17(b)), 1.21 or 6.3 hereof; or

(b) a failure to comply with any of the
provisions of Section 1.5, 1.6, 1.7, 1.14(f), 1.15(b), 1.16, 1.17(b), 1.18(a)
or 3.5 hereof for seven days after written notice of such failure shall have
been given to the Producers by the Tranche A Lender and the Agent; or

(c) a failure to comply with any of the
provisions of Part 1 hereof other than those referred to in Sections 3.1(a) and
(b) hereof for 30 days after written notice of such failure shall have been
given to the Producers by the Tranche A Lender and the Agent; or

(d) any representation or warranty made by any
Producer in this Agreement (including the representations contained in the
first paragraph following "Dear Sirs:" at the beginning of this Agreement)
shall prove to have been incorrect or misleading in any material respect as of
the date when made or deemed made; or

(e) (i) failure by any of the Producers to
pay principal of, or premium or interest on, any of its Indebtedness in an
amount which is material in the context of this Agreement when due for payment,
whether by acceleration or otherwise, but after giving effect to all applicable
grace and waiver periods provided for in the agreement or instrument creating
or evidencing such Indebtedness; or

(ii) any of the Producers shall:

(1) make an assignment for the
benefit of creditors; or

(2) file a petition in bankruptcy,
petition or apply to any tribunal or applicable regulatory or
governmental authority for the appointment of a custodian, receiver,
trustee or official with similar powers for it or a substantial part
of its property or assets, or commence any case or proceeding under
any bankruptcy, reorganization, arrangement, readjustment of debt,
dissolution or liquidation or similar law or statute of any
jurisdiction, whether now or hereafter in effect; or

(3) if any such petition or
application shall have been filed, or any such case or proceeding
shall have been commenced against it, indicate its consent to,
approval of or acquiescence in any such petition, application, case or
proceeding or the appointment of a custodian, receiver, trustee or
official with similar powers or regulatory or other governmental
authority for it or any substantial part of its properties or assets,
or suffer to exist any such case or proceeding in which an order for
relief is entered, or suffer any such custodianship, receivership,
trusteeship or jurisdiction of such official or regulatory or
governmental authority to continue undischarged for a period of 60
days or more; or

(4) generally be unable to or
generally fail to pay its debts as such debts become due; or

(iii) a failure by P.T. Badak to comply
with a material term or provision of the Plant Use Agreement or the Processing
Agreement;

provided, however, that the effect of the occurrence of any of the events or
circumstances referred to in this clause (e) is to affect, materially and
adversely, the performance by Pertamina of its obligations under any of the LNG
Sales Contracts or the ability of Pertamina to perform such obligations; or

(f) any statement furnished to the Tranche A
Lender or the Agent under any of Section 5.3(c) or 6.1 of the Loan Agreement
with respect to the Debt Coverage Ratio, the Gross Invoice Amount, the Source
of Debt Service, as of the date of such statement, (i) was not prepared based
on information concerning amounts outstanding under the Loan

Agreement or the Notes which was complete and accurate in all material respects
or information concerning amounts of the Gross Invoice Amount or the Source of
Debt Service actually invoiced or received which was complete and accurate in
all material respects, or (ii) was not prepared based on assumptions concerning
future periods which were established as provided in the Loan Agreement, or
(iii) was delivered by the Producers in bad faith or by the Borrower pursuant
to a request or authorization of the Producers given in bad faith.

3.2 Remedy for Default. If at any time during one or
more Interest Periods the effect of any one or more Defaults is to cause the
Source of Debt Service received by the Borrower and payable to the Lenders to
be insufficient to satisfy any payment obligation when due under the Loan
Agreement, any of the Notes or the Letter Agreement (the difference between the
amount of the Source of Debt Service received with respect to any Interest
Period by the Borrower and payable to the Lenders under the Loan Agreement, any
of the Notes or the Letter Agreement and the amount which would have been so
received and payable but for such Default or Defaults, the "Default
Shortfall"), then each of the Producers which caused or is responsible for such
Default or to which such Default relates shall be obligated to pay an aggregate
amount to the Tranche A Lender and the Agent for the account of the Tranche B
Lenders, on the dates when due during or at the end of such Interest Period, in
the manner and with the effect of payments made by the Borrower as provided in
the Loan Agreement, the relevant Notes or the Letter Agreement, on account of
its Liability Share of the Default Shortfall, such that the net aggregate
amount received from each such Producer by the Tranche A Lender and the Agent
for the account of the Tranche B Lenders pursuant to this Section 3.2, after
deduction of all Taxes required to be deducted or withheld from, or otherwise
paid by the Lenders with respect to, such payment (but excluding Excluded Taxes
required to be so deducted, withheld or paid solely to the extent that the
amount of such Excluded Taxes does not exceed the amount of Excluded Taxes that
would have been deducted, withheld or otherwise paid by the Lenders, if there
had been no Default Shortfall, and the net amount were paid to, and received
by, the Lenders out of the Source of Debt Service), shall equal such Producer's
Liability Share of the Default Shortfall. The provisions of this Section 3.2
shall apply to breaches of Section 1.17(b) as if such breaches were a Default,
whether or not notice of such breach is given to the Producers by the Tranche A
Lender or the Agent.

3.3 Diversion and Remedy. In addition to the Defaults
provided for in Section 3.1 hereof, if the effect during one or more Interest
Periods of (i) any claim asserted by, on behalf of, or against any one or more
of the Producers or any of its or their property or any interest in any of its
or their property, or against the Source of Debt Service, including, without
limitation, claims asserted by any governmental or taxing authority, or by, or
on behalf of, any creditor, trustee in bankruptcy, custodian, receiver or
similar official or authority, or (ii) the imposition of any Taxes on amounts
payable under any of the Supply Agreements or any of the LNG Sales Contracts,
in any such case constituting Source of Debt Service, or on any other payment
or receipt of the Source of Debt Service but excluding the effect, if any, of
any Japanese Taxes (such a claim referred to in clause (i) or imposition of
such Tax referred to in clause (ii), a "Diversion"), is to cause the Source of
Debt Service received by the Borrower and payable during or at the end of any
Interest Period to the Lenders to be insufficient to satisfy any payment
obligation when due under the Loan Agreement, any of the Notes or the Letter
Agreement (the difference between the amount of the Source of Debt Service
received by the Borrower and payable to the Lenders under the Loan Agreement,
the relevant Notes or the Letter Agreement and the amount which would have been
so received and payable but for such Diversion, the "Diversion Shortfall"),
each of the Producers which has caused or is responsible for such Diversion or
to which such Diversion relates, shall be obligated to pay an aggregate amount
to the Tranche A Lender and the Agent for the account of the Tranche B Lenders,
on the dates, in the manner and with the effect of payments made by the
Borrower as provided in the Loan Agreement, the relevant Notes or the Letter
Agreement, on account of its Liability Share of the Diversion Shortfall, such
that the net aggregate amount received from each such Producer by the Tranche A
Lender and the Agent for the account of the Tranche B Lenders pursuant to this
Section 3.3, after deduction of all Taxes required to be deducted or withheld
from, or otherwise paid by the Lenders with respect to, such payment (but
excluding Excluded Taxes required to be so deducted, withheld or paid solely to
the extent that the amount of such Excluded Taxes does not exceed the amount of
Excluded Taxes that would have been deducted, withheld or otherwise paid by the
Lenders if there had been no Diversion Shortfall, and the net amount were paid
to, and received by, the Lenders), shall equal such Producer's Liability Share
of the Diversion Shortfall.

3.4 Liability Share Defined. The "Liability Share" of a
Producer which caused or is responsible for a Default or a Diversion or to
which such Default or Diversion relates which has given rise to a Default
Shortfall or a Diversion Shortfall, as the case may be, shall be with respect
to such Default Shortfall or Diversion Shortfall a percentage determined by
dividing the percentage interest of such Producer (as set forth in Schedule 1
hereto and as adjusted for changes in the Producers' Percentages as defined in
and pursuant to the Supply Agreements or the Production Sharing Percentages as
defined in the recitals thereof) by the aggregate percentage interest of all
Producers (as set forth in such Schedule 1 as so adjusted) which have caused or
which are responsible for such Default or Diversion or to which such Default or
Diversion relates. With respect to the imposition of Taxes referred to in
Section 3.3 hereof, each Producer shall be deemed to have caused the
corresponding Diversion to the extent of its percentage interest as shown in
Schedule 1 hereto, adjusted as aforesaid. No adjustment to the Producers'
Percentages or the Production Sharing Percentages referred to in this Section
3.4 shall be effective for purposes of this Agreement until the Producers have
provided to the Tranche A Lender and the Agent a copy of an amended Schedule 1
which properly reflects such adjustment. Any adjustment to the Producers'
Percentages or the Production Sharing Percentages or revision to Schedule 1
shall require the mutual agreement of the Producers, but shall not require any
consent, approval or other action by the Tranche A Lender, the Agent, any
Lender or the Trustee.

3.5 Notices. Each Producer shall promptly, and in any
event not later than three Business Days after obtaining actual knowledge
thereof, give notice to the Tranche A Lender and the Agent of the occurrence of
any Default or Diversion caused by such Producer or for which it is responsible
or to which it is related or any event that, with the giving of notice or the
passing of time, or both, would constitute such a Default or Diversion.

PART 4

INSURED LOSS

4.1 Effect of Total Loss of Additional Plant or Loading
Facilities Prior to Operational Acceptance. If any event occurs for which
insurance proceeds are payable by an insurance company under any insurance
policy referred to in Section 1.11(a) hereof relating to an actual total loss
or a constructive, compromised or arranged total loss (within the

meaning of such policy) of the Additional Plant or the Loading Facilities or
both (the "Lost Facilities"), Pertamina agrees as follows:

(a) Pertamina shall, as promptly as possible in
the circumstances following such event, notify the Tranche A Lender and the
Agent of the occurrence of such event and shall, within six months following
such event, notify the Tranche A Lender and the Agent in writing whether or not
it intends to rebuild or reconstruct the Lost Facilities.

(b) If Pertamina notifies the Tranche A Lender
and the Agent that it does not intend to rebuild or reconstruct the Lost
Facilities, it shall promptly pay to the Tranche A Lender and the Agent such
amounts as are instructed by the Tranche A Lender and the Agent equal in the
aggregate to the lesser of the aggregate amounts outstanding under the Loan
Agreement, Notes and Letter Agreement and the aggregate amount of such
insurance proceeds paid to Pertamina in respect of such event.

(c) If Pertamina notifies the Tranche A Lender
and the Agent that it intends to rebuild or reconstruct the Lost Facilities,
then it shall proceed to do so with the services of a reliable and reputable
contractor, diligently and in good faith, and shall provide the Tranche A
Lender and the Agent with periodic written reports not less frequently than
quarterly in reasonable detail concerning the rebuilding or reconstruction and
including (i) the amount of insurance proceeds received under such policy, (ii)
the amount of funds expended to date on the rebuilding or reconstruction, (iii)
the proposed schedule for completion of the construction work, and (iv) the
progress of the construction work to date.

(d) If, at any time prior to completion,
Pertamina shall terminate the rebuilding or reconstruction of the Lost
Facilities or shall not be proceeding with such rebuilding or reconstruction
diligently and in good faith, then Pertamina shall be obligated promptly to pay
to each of the Tranche A Lender and the Agent for the account of the Tranche B
Lenders, such amounts as are instructed by the Tranche A Lender and the Agent
equal in the aggregate to the lesser of the amounts outstanding under the Loan
Agreement, the Note and the Letter Agreement and the aggregate insurance
proceeds which are paid to Pertamina under such policy in respect of such event
and not in good faith expended or committed to be expended (pursuant to a
commitment which cannot by its terms be avoided) on such rebuilding or
reconstruction.

4.2 Effect of Total Loss of Insured Bontang Plant. If
any event occurs for which insurance proceeds are payable by an insurance
company under any insurance policy referred to in Section 1.11(b) hereof
relating to an actual total loss or a constructive, compromised or arranged
total loss (within the meaning of such policy) of the Insured Bontang Plant
(which term, for purposes of this Section 4.2 and Section 4.4, shall exclude
Train G if such loss occurs prior to operational acceptance of the Additional
Plant and the Loading Facilities by Pertamina pursuant to the Construction
Documents and, thereafter, shall include all of Train G other than the Support
Facilities), Pertamina agrees as follows:

(b) If Pertamina so notifies the Tranche A Lender
and the Agent that it does not intend to rebuild or reconstruct the Insured
Bontang Plant, it shall promptly pay to each of the Tranche A Lender and the
Agent for the account of the Tranche B Lenders such amounts as are instructed
by the Tranche A Lender and the Agent in an aggregate amount equal to the
lesser of the share referred to below of the total insurance proceeds that are
paid to Pertamina under such policy in respect of such event and the aggregate
amount outstanding under the Loan Agreement, Notes and Letter Agreement after
giving effect to any payment made pursuant to Section 4.1(b) hereof.

(c) If Pertamina notifies the Tranche A Lender
and the Agent that it intends to rebuild or reconstruct the Insured Bontang
Plant, then it shall, subject to the proviso of Section 4.4 hereof, proceed to
do so with the services of a reliable and reputable contractor, diligently and
in good faith, applying amounts equal to the proceeds of the insurance to the
extent required, and shall provide the Tranche A Lender and the Agent with
periodic written reports not less frequently than quarterly in reasonable
detail concerning the rebuilding or reconstruction and including (i) the amount
of insurance proceeds received under such policy, (ii) the amount of funds
expended to date on the rebuilding or reconstruction, (iii) the proposed
schedule for completion of the construction work, and (iv) the progress of the
construction work to date.

(d) If, at any time prior to completion,
Pertamina shall terminate the rebuilding or reconstruction or shall not be
proceeding with such rebuilding or reconstruction diligently and in good faith,
then Pertamina shall be obligated promptly to pay to each of the Tranche A
Lender and the Agent for the account of the Tranche B Lenders such amounts as
are instructed by the Tranche A Lender and the Agent in an aggregate amount
equal to the lesser of the share referred to below or the total insurance
proceeds that are paid to Pertamina under such policy in respect of such event
and not in good faith expended or committed to be expended (pursuant to a
commitment which cannot by its terms be avoided) on such rebuilding or
reconstruction and the aggregate amounts outstanding under the Loan Agreement,
the Notes and the Letter Agreement after giving effect to any payments made
pursuant to Sections 4.1(b) and 4.2(b) hereof.

The share referred to in clauses (b) and (d) above of such
total insurance payments shall be (i) the total amount of such payments
multiplied by (ii) a fraction the numerator of which is the aggregate principal
amount of Indebtedness outstanding under the Loan Agreement, Notes and the
Letter Agreement at the time amounts are payable to the Lenders under this
Section 4.2 and the denominator of which is equal to the sum of the aggregate
principal amount of the Indebtedness outstanding under the Loan Agreement and
the aggregate principal amount of all Indebtedness of any Person outstanding at
such time, the holders of which, directly or indirectly, are entitled to share
in the Plant Insurance Proceeds prior to or on an equal and ratable basis with
the Lenders (as the Lenders' rights are determined under this Section 4.2).

4.3 Insurance Shortfall. If by reason of a failure of
Pertamina to comply with Section 1.11 hereof, the share of insurance payments
of the type referred to in Sections 4.1(b) and (d) and 4.2(b) and (d) hereof is
insufficient to pay in full all principal, interest and other amounts payable
under the Loan Agreement and the Notes and all amounts payable under the Letter
Agreement (the amount of such insufficiency, an "Insurance Shortfall"),
Pertamina shall be obligated to pay the amount of the Insurance Shortfall to
each of the Tranche A Lender and the Agent for the account of the Tranche B
Lenders in such amounts as are instructed by the Tranche A Lender and the Agent
on the dates, in the manner of and with the effect of payments made by the
Borrower as provided in the Loan Agreement, the Notes and the Letter Agreement,
such that the net amount received by the Lenders, pursuant to this Section 4.3,
after deduction of all Taxes required to be deducted or withheld from, or
otherwise paid by the Lenders,

with respect to, such payment (but excluding Excluded Taxes required to be so
deducted, withheld or otherwise paid solely to the extent that the amount of
such Excluded Taxes does not exceed the amount of Excluded Taxes that would
have been deducted, withheld or otherwise paid by the Lenders if there had been
no Insurance Shortfall, and the net amount were paid to, and received by the
Lenders out of an amount equal to such share of insurance), shall equal the
Insurance Shortfall.

4.4 Other Losses. Upon a partial loss of the Additional
Plant, the Loading Facilities or the Insured Bontang Plant (the "Affected
Facilities"), as the case may be, or a total loss thereof with respect to which
Pertamina has not given notice pursuant to Section 4.1 or 4.2 hereof that it
intends not to rebuild and if Pertamina has not applied amounts equal to the
insurance proceeds paid to Pertamina to repayment of the Indebtedness
outstanding under the Loan Agreement, the Notes and the Letter Agreement in the
manner contemplated by Sections 4.1 and 4.2 hereof, Pertamina shall proceed to
rebuild or reconstruct the Affected Facilities with the services of a reliable
and reputable contractor, diligently and in good faith, applying amounts equal
to the proceeds of the insurance referred to in Section 1.11(a) or (b), as the
case may be, to the extent required and shall provide the Tranche A Lender and
the Agent with the periodic reports described in clause 4.l(c) or 4.2(c)
hereof, as the case may be, as provided in such clause; provided, however, that
if (i) it is reasonably anticipated by the Majority Lenders that amounts held
in the Debt Service Account (after application of amounts held in the Regular
Reserve) and amounts to be paid during the remaining respective terms of the
LNG Sales Contracts will be insufficient to pay the amounts then outstanding
under the Loan Agreement, the Notes and Letter Agreement and (ii) either (A)
the Second A/R 1973 Sales Contract has not been duly executed and delivered or
(B) if it has been duly executed and delivered, it has not been extended to
provide for a termination date of December 31, 2014 or later or the Japanese
Supply Agreements then in effect do not provide for the supply of natural gas
required in connection with the Second A/R 1973 Sales Contract for the period
through and including December 31, 2014, then the Plant Insurance Proceeds may
be applied towards such reconstruction or repair of the Affected Facilities
only if arrangements acceptable to the Majority Lenders shall have been made
for (x) the sale of a volume of LNG at least equal to the volume of LNG that,
but for such total or partial loss, would have been sold during the remaining
term of the Second A/R 1973 Sales Contract, if the same has been duly executed
and delivered, and (y) the application of a portion of the proceeds of such
sales as the Source of Debt Service on the

same basis as would have been the case if such sales had been made under the
Second A/R 1973 Sales Contract.

PART 5

SCOPE OF PRODUCERS' LIABILITIES

Except as stated in Sections 3.2, 3.3, 3.4 and Part 4 hereof
and then only to the limited extent specifically stated therein, no recourse
shall be had for the payment of the principal of or interest on the Notes or
the payment of any other amounts due under the Loan Agreement or the Letter
Agreement, or shall be had for any claim based on any provision of the Notes,
the Loan Agreement or the Letter Agreement, against any of the Producers, or
against any past, present or future stockholder, partner, officer, director,
employee, or agent of any of the Producers, either directly or through the
Borrower or any successor of the Borrower, or under the Trust Agreement or
under any constitution, statute or rule of law or by the enforcement of any
assessment, or otherwise, and, except as above provided, no such Person shall
have any personal obligation, liability or duty whatsoever to the Tranche A
Lender, the Agent, the Intercreditor Agent, the Technical Agent, the Arrangers
or any of the Tranche B Lenders or any holders of the Notes or anyone else for
or with respect to any such payment, the performance of or compliance with any
covenant or agreement contained in the Loan Agreement, the Letter Agreement,
the Trust Agreement or this Agreement or the truth, accuracy or completeness of
any statement or representation made in or pursuant to any such document.
Furthermore, the obligations of the Producers hereunder are several, and not
joint or joint and several, and there shall be no recourse to any Producer by
any Person party to the Loan Agreement or the Letter Agreement or by any holder
of a Note or otherwise for any liability of another of the Producers which may
have arisen hereunder, it being expressly agreed and understood, however, that
the failure of a Producer to perform its obligations under this Agreement shall
not relieve any other Producer of its obligations hereunder.

The Tranche A Lender, the Agent, the Intercreditor Agent, the
Technical Agent, each Arranger, each Tranche B Lender, each holder of any of
the Notes and each other Person relying on or purporting to rely on the terms
of this Agreement in adopting any course of action shall be bound by the terms
of this Part 5 of this Agreement to the same extent as if its written
acceptance of the terms hereof were subscribed hereto.

PART 6

MISCELLANEOUS

6.1 Notices. All notices, requests, demands or other
communications to or from the parties hereto shall be given or made by telex,
telecopier or by personal delivery in the manner provided in Section 10.1 of
the Loan Agreement. Any such notice, request, demand or communication shall be
sent in the case of each Producer to its address, telex number and answerback
or telecopier number set forth on the signature pages hereof or, where
applicable, to the designated representative of such Producer as set forth
below; or in each case with respect to any party to such other address, telex
or telecopier number as such party may designate for the purpose by written
notice to the party sending such notice, request, demand or communication.
Except as otherwise specified in this Agreement, all notices and other
communications shall be deemed to have been duly given on (i) the date of
delivery if delivered personally at or before 5:00 p.m. on the date of delivery
in the time zone of the recipient (otherwise on the day immediately following
the date of delivery), (ii) following receipt if transmitted by mail, (iii) the
date of transmission if transmitted by telex with confirmed answerback received
at or before 5:00 p.m. on the date of transmission in the time zone of the
recipient (otherwise on the day immediately following the date of transmission)
or (iv) the date of receipt of a legible copy thereof if sent by telecopier
received at or before 5:00 p.m. on the date of transmission in the time zone of
the recipient (otherwise on the day immediately following the date of receipt),
whichever shall first occur. Any party may change its address for purposes
hereof by notice to the other parties.

In the case of notices and other communications for Xxxxxxxx
Xxxxxxxxx Company, OPICOIL Houston, Inc., Xxxxxxxx Xxxxxxxxxxxxx Company, Xxxxx
Xxxxx Sanga Limited, Union Texas East Kalimantan Limited and Universe Gas & Oil
Company, Inc., such notices and communications shall be sent to Xxxxxxxx
Xxxxxxxxx Company, which is hereby designated the representative of such
Producers for such purpose. Total shall receive notices and other
communications for itself and Inpex, and Unocal shall receive notices and other
communications for itself and Inpex so long as Inpex is a member of the Unocal
Group and, thereafter, notices shall be sent to Inpex directly. A new or
successor representative may be designated by notice to such effect signed by
all such appropriate Persons given to the Tranche A Lender and the Agent 10
days in advance of any such change. Until

receipt of any such notice, the Tranche A Lender and the Agent may rely on any
notice or other communication to the representative as being notice to each
such Person.

6.2 No Waiver; Remedies Cumulative. No failure to
exercise and no delay in exercising, on the part of any Person having rights
hereunder, any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. Subject always to the
provisions of Part 5 hereof, the rights and remedies herein provided shall be
cumulative and not exclusive of any rights or remedies provided by law.

6.3 Assignment; Successors and Assigns; Participations.
This Agreement shall be binding upon and inure to the benefit of the Tranche A
Lender, the Arrangers, the Tranche B Lenders, the Agent and the holders from
time to time of the Notes and their respective successors and permitted
assigns, in each case to the extent that the provisions of the Loan Agreement
and Letter Agreement inure to the benefit of such Persons and their respective
successors and permitted assigns thereunder, and except as specifically set
forth in this Section 6.3, no Person shall have or acquire any right or benefit
hereunder or in respect of any obligation of any Producer herein contained.
Except for the assignments prior to the date hereof pursuant to the Supply
Agreements (or after the date hereof in connection with and pursuant to any
Japanese Supply Agreement entered into pursuant to an extension of the New 1973
Sales Contract on substantially the same terms as the existing Japanese Supply
Agreements) by Pertamina to the other Producers of the production sharing
percentages of such Producers in amounts payable by the Buyer under the LNG
Sales Contracts and certain other amounts as specified in the Supply
Agreements, no Producer may assign any rights or delegate any obligations
hereunder or assign any rights in or to the Source of Debt Service prior to
deposit in the Bontang V Payment Account, without the written consent of the
Majority Lenders, such consent not to be unreasonably withheld; provided that
if another corporation, or other entity, wholly owned by or an agency of the
Republic of Indonesia should succeed to all rights and obligations of Pertamina
under the Trust Agreement and all of the Basic Agreements to which it is a
party, Pertamina may assign all of its rights and delegate all of its
obligations hereunder to such other corporation, entity or agency, such
assignment and delegation to become effective upon such Person's written
assumption (a copy of which shall be provided to the Tranche A Lender and the
Agent and which shall confirm the

assignment of rights and the assumption of obligations by such Person under the
Trust Agreement, the LNG Sales Contracts and all other Basic Agreements to
which the assignor is a party) of all of Pertamina's obligations hereunder
including, without limitation, the restrictions on assignments and delegations
contained in this Section 6.3 which shall apply to all assignees of the rights
and delegees of the obligations of Pertamina and its assignees and delegees;
and provided further that any Producer other than Pertamina may assign its
rights and delegate its obligations hereunder and assign its rights with
respect to the Source of Debt Service prior to deposit in the Bontang V Payment
Account, to the extent of and in conjunction with the assignment of its rights
and the delegation of obligations under the Trust Agreement and the Basic
Agreements, in each case to which it is a party, such assignment and delegation
to become effective upon such Person's written assumption (a copy of which
assumption shall be provided to the Tranche A Lender and the Agent and which
shall confirm to the extent provided in such assignment and delegation the
assignment of rights and the assumption of obligations under the Trust
Agreement and the Basic Agreements, in each case to which the assignor is a
party) of such Producer's obligations hereunder including, without limitation,
the restrictions on assignments and delegations contained in this Section 6.3
which shall apply to all assignees of the rights and delegees of the
obligations of such Producer and its assignees and delegees. The Producers may
treat each Lender as the holder of the Note or Notes drawn to its order and
delivered to such Lender until written notice of transfer shall have been
received by them. All agreements, representations and warranties made herein
shall survive the making of any such transfer hereunder by any Lender.
Notwithstanding the foregoing, each Lender may grant participations, in whole
or in part, in its rights under this Agreement to the extent that it may grant
participations in its rights under the Loan Agreement, Notes and Letter
Agreement.

6.4 Amendments. Any provision of this Agreement may be
amended or waived if, and only if, such amendment or waiver shall be in writing
and signed (including the form of signatures on any telex with appropriate
confirmed answerback, or telecopied version duly sent by the Person so amending
or waiving) by the Producers, the Tranche A Lender, the Agent and the Majority
Tranche B Lenders; provided that any waiver need only be signed by the party
granting the waiver. Any such amendment or waiver shall be signed by the Agent
on behalf of the Tranche B Lenders if the Agent has been so authorized in
writing or by telex by the Majority Tranche B Lenders. Any amendment or waiver
or telecopied version signed by the Agent in accordance with the preceding

sentence shall be binding upon the Tranche B Lenders and any holder of a
Tranche B Note.

6.5 Counterparts. This Agreement may be executed in any
number of counterparts and 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. Complete sets of counterparts shall be lodged with the Tranche A
Lender, the Agent and Pertamina.

6.6 Section Headings. The Section headings in this
Agreement are inserted for convenience of reference only and shall be ignored
in construing this Agreement.

6.7 Governing Law. This agreement shall be governed by
and construed in accordance with the laws of the State of New York, United
States of America, applicable to agreements made and to be performed entirely
within such state.

6.8 Consent to Jurisdiction.

(a) Solely for purposes of this Agreement, each
Producer hereby irrevocably consents that any suit, legal action or proceeding
against it or any of its property with respect to any of the obligations
arising under this Agreement may be brought in any New York State court located
in the Borough of Manhattan, City and State of New York or any Federal Court of
the United States of America located in the Southern District of New York, as
the Tranche A Lender, any Tranche B Lender or the Agent may elect, and by
execution and delivery of this Agreement, each Producer hereby irrevocably
submits to and accepts, solely as aforesaid, with regard to any such suit,
legal action or proceeding, for itself and in respect of its property,
generally and unconditionally, the non-exclusive personal jurisdiction of the
aforesaid courts. Each Producer hereby irrevocably designates, appoints and
empowers CT Corporation System, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as its
agent to receive for and on its behalf service of process in New York in any
suit, legal action or proceeding with respect to this Agreement. It is
understood that a copy of any such process served on such agent shall be
promptly forwarded by airmail by the person commencing such suit, legal action
or proceeding to the relevant Producer at its address set forth on the
signature pages hereof, but the failure of the relevant Producer to receive
such copy shall not affect in any way the service of such process as aforesaid.
If service of process cannot be effected in the foregoing manner, each Producer
further, solely as aforesaid, irrevocably consents to the service of process in

any such suit, legal action or proceeding by the mailing of copies thereof by
registered or certified airmail, postage prepaid, return receipt requested, to
the respective Producer at its address set forth on the signature pages hereof.
The foregoing, however, shall not limit the right of the Lenders to serve
process in any other manner permitted by law or to bring any suit, legal action
or proceeding or to obtain execution of judgment in any other jurisdiction.

(b) Solely as aforesaid, each Producer hereby
irrevocably waives any objection which it may now or hereafter have to the
laying of venue of any suit, legal action or proceeding arising out of or
relating to this Agreement in any court located in the Borough of Manhattan,
City and State of New York and hereby further irrevocably waives any claim it
may now or hereafter have that a court located in the Borough of Manhattan,
City and State of New York is not a convenient forum for any such suit, legal
action or proceeding. Pertamina represents and warrants that this Agreement
and its obligations made hereunder and the transactions contemplated hereby
constitute commercial rather than public or governmental acts. Each Producer
(other than Pertamina, which waives its immunity as provided below) represents
and warrants that it is not entitled to claim immunity from legal proceedings
with respect to itself or any of its property on the grounds of sovereignty or
otherwise under any law or in any jurisdiction where an action may be brought
for the enforcement of any of the obligations arising under this Agreement or
the Trust Agreement. To the extent that any Producer or any of its property or
the Source of Debt Service, prior to deposit in the Bontang V Payment Account
has or hereafter may acquire any claim of right to immunity from set-off, legal
proceedings, attachment prior to judgment, other attachment, levy or execution
of judgments on the grounds of sovereignty or otherwise, each Producer on
behalf of itself and any successors, solely as aforesaid, hereby irrevocably
waives such claim of right to immunity for itself and its property in respect
of its obligations arising under this Agreement and the Trust Agreement and
each Producer agrees that it will not assert any such right to immunity in any
way which would impair the performance or ability of the Borrower to perform
its obligations under the Loan Agreement.

6.9 Severability. If any one or more of the provisions
contained in this Agreement or any document executed in connection herewith
shall be invalid, illegal or unenforceable in any respect under any applicable
law, the validity, legality and enforceability of the remaining provisions
contained herein shall not be in any way affected or impaired.

6.10 Reinstatement. The obligations of the Producers to
make payments under this Agreement shall continue to be effective or shall be
reinstated, as the case may be, if, at any time, a payment or any part thereof,
of any amount paid to a Lender in respect of which a Producer is obligated to
make payment hereunder is rescinded or must otherwise be restored or returned
by the Lender upon the insolvency, bankruptcy or reorganization of the Borrower
or for any other reason, all as though such payment had not been made.

6.11 Confidentiality. No copy of (a) this Agreement, the
Loan Agreement or the Trust Agreement or (b) any other agreement to which any
Producer or the Trustee is a party or any document signed or issued by or on
behalf of any such Producer, which agreement or document is identified by any
Producer to the Tranche A Lender and the Agent as confidential, shall, without
Pertamina's consent for the agreements referred to in clause (a), or the
consent of the relevant Producer for agreements or documents referred to in
clause (b), be released or otherwise delivered by or on behalf of the Tranche A
Lender, the Agent, the Arrangers, the Intercreditor Agent, the Technical Agent
or any Tranche B Lender to any third party, except, prior to the Effective
Date, to any prospective lender in connection with the transactions
contemplated hereby pursuant to a confidentiality undertaking in a form
approved by the Producers on or prior to the date hereof. Notwithstanding the
foregoing, the agreements and documents referred to in the preceding sentence
may be released to any bank regulatory authority having jurisdiction over any
Lender, as may otherwise be required by law and to any prospective assignee of
or participant in the rights of the Lenders under the Loan Agreement, the Notes
and this Agreement upon execution by such Person of a confidentiality
undertaking in a form substantially similar to that approved by the Producers
on or prior to the date hereof. No public announcement or statement or
publication relating to any of the foregoing shall be made or released by or on
behalf of the Tranche A Lender, the Agent, the Arrangers or any Tranche B
Lender, without the prior written approval of the Producers.

* * * * *

The undersigned Producers have caused this Agreement to be
duly executed by their respective duly authorized signatories as of the date
hereof.

PERUSAHAAN PERTAMBANGAN MINYAK
DAN GAS BUMI NEGARA
(PERTAMINA)

Xxxxx Xxxxx Xxxxxxx Xxxxx 0X
Xxxxxxx - Xxxxxxxxx
Telex No.: 44134
Answerback: PTMJKT 1A
Telecopier No.: 00-00-000-000 By: /s/ XXXXXX XXXXXX
Attention: Director of ----------------------------------------------------
Processing Name: Xxxxxx Xxxxxx
Title: President-Director and C.E.O.

XXXXXXXX XXXXXXXXX COMPANY
One Houston Center
0000 XxXxxxxx - Xxxxx 000
Xxxxxxx, Xxxxx 00000
X.X.X.
Telex No.: 000-000-000
Answerback: VICO HOU By: /s/ XXXXX XXXXX
Telecopier No.: 000-000-0000 ----------------------------------------------------
Attention: Treasurer Name: Xxxxx Xxxxx
Title: Vice President and
Chief Financial Officer

XXXXXXXX XXXXXXXXXXXXX COMPANY
One Houston Center
0000 XxXxxxxx - Xxxxx 000
Xxxxxxx, Xxxxx 00000
X.X.X.
Telex No.: N/A
Answerback: N/A By: /s/ XXXXXXX L. SMERNOFF
Telecopier No.: 000-000-0000 ----------------------------------------------------
Attention: Chief Financial Name: Xxxxxxx L. Smernoff
Officer Title: Finance Director

XXXXX XXXXX SANGA LIMITED
000 Xxxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Xxxxxx Xxxxxxx
Telex No.: 8812970 By: /s/ XXXXXXX L. SMERNOFF
Answerback: LASMO G ----------------------------------------------------
Telecopier No.: 00-000-000-0000 Name: Xxxxxxx L. Smernoff
Attention: Finance Director Title: Finance Director

XXXXX XXXXX EAST KALIMANTAN LIMITED
c/o Union Texas International
Corporation
X.X. Xxx 0000
Xxxxxxx, Xxxxx 00000-0000
X.X.X. By: /s/ XXXX XXXXXXXXXX
Telex No.: 775255 ----------------------------------------------------
Answerback: UNOTEX PET HOU Name: Xxxx Xxxxxxxxxx
Telecopier No.: 0-000-000-0000 Title: Assistant Secretary
Attention: President

OPICOIL HOUSTON, INC.
0000 Xxxx Xxx Xxxx. - Xxxxx 000
Xxxxxxx, Xxxxx 00000
U.S.A.
Telex No.: N/A By: /s/ Xxx X. X. Chiu
Answerback: N/A ----------------------------------------------------
Telecopier No.: 0-000-000-0000 Name: Xxx X. X. Chiu
Ext. 322 Title: President
Attention: Vice President of
Finance

UNIVERSE GAS & OIL COMPANY, INC.
NYK Tennoz Xxxxxxxx
0-00, Xxxxxxx-Xxxxxxxxx 0-xxxxx
Xxxxxxxxx-xx, Xxxxx 000
Xxxxx
Telex No.: J26268
Answerback: UGO TOK
Telecopier No.: 00-0-0000-0000 By: /s/ TOSHIO NORIMATSU
Attention: General Manager to ----------------------------------------------------
Business Department Name: Toshio Norimatsu
Title: General Manager
Business Development

TOTAL INDONESIE
X.X. Xxx 0000
Xxxxxxx 00000
Xxxxxxxxx
Telex No.: 60980
Answerback: TOTALJ IA
Telecopier No.: 00-00-000-0000
Attention: President and By: /s/ XXXXXXX XXXXX
General Manager ----------------------------------------------------
Name: Xxxxxxx Xxxxx
Title: President and
General Manager

INDONESIA PETROLEUM, LTD.
17th Floor, Ebisu Neonato,
Xx. 0-00, Xxxxx 0-xxxxx
Xxxxxxx-xx, Xxxxx 000, Xxxxx
Telex No.: 0000000
Answerback: JAIPEX J By: /s/ XXXXX XXXXXXXXX
Telecopier No.: 00-0-0000-0000 ----------------------------------------------------
Attention: General Manager Name: Xxxxx Xxxxxxxxx
of Gas Business Title: Executive Senior
Department Managing Director

UNOCAL INDONESIA COMPANY
Xxxx Xxxxx Xxxxxx Xxxxx
Xxxxx Xxxxxxxx Xxxxxxxx
Xxxxxxx, Xxxxxxxxx
Telex No. 47335 By: /s/ XXXXXX A. MACKAY
Answerback: UNOCAL IA ----------------------------------------------------
Telecopier No. 00-00-000-0000 Name: Xxxxxx A. MacKay
Attention: President Title: Assistant Treasurer

Accepted:

BONTANG TRAIN-G PROJECT FINANCE CO., LTD.

By: /s/ RINTARO HARA
--------------------------------------------------------
Name: Rintaro Hara
Title: President

Arranger
--------

CREDIT LYONNAIS

By /s/ PHILIPPE SOUSTRA
--------------------------------
Name: Philippe Soustra
Title: Attorney-in-Fact

THE FUJI BANK, LIMITED

By /s/ XXXXXX XXXXXXXX
--------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Attorney-in-Fact

THE LONG-TERM CREDIT BANK
OF JAPAN, LIMITED

By /s/ XXXXXXX XXXXX
--------------------------------
Name: Xxxxxxx Xxxxx
Title: Attorney-in-Fact

Facility Agent ("Agent")
------------------------

THE LONG-TERM CREDIT BANK
OF JAPAN, LIMITED
NEW YORK BRANCH

By /s/ XXXXXXX XXXXX
--------------------------------
Name: Xxxxxxx Xxxxx
Title: Attorney-in-Fact

Intercreditor Agent
-------------------

THE FUJI BANK, LIMITED

Technical Agent
---------------

CREDIT LYONNAIS

Tranche B Lenders
-----------------

CREDIT LYONNAIS

By /s/ PHILIPPE SOUSTRA
--------------------------------
Name: Philippe Soustra
Title: Attorney-in-Fact

THE DAIWA BANK, LIMITED
NEW YORK BRANCH

By /s/ XXXXXXXX XXXXX
--------------------------------
Name: Xxxxxxxx Xxxxx
Title: Attorney-in-Fact

THE DAI-ICHI KANGYO BANK, LIMITED
NEW YORK BRANCH

By /s/ XXXXXXXX XXXXXXXX
--------------------------------
Name: Xxxxxxxx Xxxxxxxx
Title: Attorney-in-Fact

THE FUJI BANK, LIMITED
NEW YORK BRANCH

By /s/ XXXXXX XXXXXXXX
--------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Attorney-in-Fact

THE INDUSTRIAL BANK OF JAPAN
TRUST COMPANY

By /s/ XXXXXXXXX XXXXXX
--------------------------------
Name: Xxxxxxxxx Xxxxxx
Title: Attorney-in-Fact

KOREA FIRST BANK
NEW YORK AGENCY

By /s/ HEUNG-JE KIM
--------------------------------
Name: Heung-Je Kim
Title: Attorney-in-Fact

THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED
NEW YORK BRANCH

By /s/ XXXXXXX XXXXX
--------------------------------
Name: Xxxxxxx Xxxxx
Title: Attorney-in-Fact

THE MITSUBISHI BANK, LIMITED
NEW YORK BRANCH

By /s/ XXXXXXXXXXX XXXX
--------------------------------
Name: Xxxxxxxxxxx Xxxx
Title: Attorney-in-Fact

THE MITSUBISHI TRUST AND
BANKING CORPORATION
NEW YORK BRANCH

By /s/ TATSUHISA TESHIMA
--------------------------------
Name: Tatsuhisa Teshima
Title: Attorney-in-Fact

THE NORINCHUKIN BANK
NEW YORK BRANCH

By /s/ XXXXXXX XXXXXXXX
--------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Attorney-in-Fact

THE SAKURA BANK, LIMITED
NEW YORK BRANCH

By /s/ XXXXX XXXXXXX
--------------------------------
Name: Xxxxx Xxxxxxx
Title: Attorney-in-Fact

THE SANWA BANK, LIMITED
NEW YORK BRANCH

By /s/ XXXXX XXXXXXXX
--------------------------------
Name: Xxxxx Xxxxxxxx
Title: Attorney-in-Fact

SOCIETE GENERALE
TOKYO BRANCH

By /s/ XXXXXXX FROGER
--------------------------------
Name: Xxxxxxx Froger
Title: General Manager for Japanese
Branches

THE SUMITOMO BANK, LIMITED
NEW YORK BRANCH

By /s/ XXXXXXXX XXXXXXXX
--------------------------------
Name: Xxxxxxxx Xxxxxxxx
Title: Attorney-in-Fact

THE TOKAI BANK, LIMITED
NEW YORK BRANCH

By /s/ XXXX XXXXX
--------------------------------
Name: Xxxx Xxxxx
Title: Attorney-in-Fact

Schedule 1

Liability Share Percentages

Pre Tax
Percentage
Interest (%)
------------

Pertamina 44.2276%

OPICOIL Houston, Inc. 2.2183%

Xxxxxxxx Xxxxxxxxxxxxx Company 1.7330%

Xxxxxxxx Xxxxxxxxx Company 0.8318%

Xxxxx Xxxxx Sanga Limited 2.9115%

Union Texas East Kalimantan Limited 2.9115%

Universe Gas & Oil Company, Inc. 0.4852%

Total Indonesie 20.7131%

Unocal Indonesia Company 2.4971%

Indonesia Petroleum, Ltd. 21.4709%
--------
100%

Document Metadata

Table of Contents

BONTANG V

Document Metadata