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AMENDMENT NO. 1
TO
BONTANG III LOAN AGREEMENT
AMENDMENT No. 1 dated as of July 1, 1995 among
(i) Continental Bank International, not in its individual
capacity but solely as Trustee under the Bontang III Trustee and Paying Agent
Agreement among it and Perusahaan Pertambangan Minyak ▇▇▇ Gas Bumi Negara,
Virginia International Company, Virginia Indonesia Company, Lasmo Sanga Sanga
Limited, Union Texas East Kalimantan Limited, Opicoil Houston, Inc., Universe
Gas & Oil Company, Inc., Total Indonesie, Unocal Indonesia Company and
Indonesia Petroleum, Ltd. (or their predecessors in interest), dated as of
February 9, 1988; and
(ii) TRAIN-E FINANCE CO., LTD., as Tranche A Lender; and
(iii) THE INDUSTRIAL BANK OF JAPAN TRUST COMPANY, as Agent
on behalf of the Majority Tranche B Lenders.
W I T N E S S E T H :
WHEREAS, the parties hereto are parties to the Bontang III
Loan Agreement dated as of February 9, 1988 (the "Bontang III Loan Agreement");
and
WHEREAS, the parties hereto have determined that the Bontang
III Loan Agreement should be amended as provided herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. The definition of "Future Long Term Sales Contracts"
in Section 1 of the Bontang III Loan Agreement is hereby amended so as to read
in its entirety as follows:
" "Future Long Term Sales Contracts" means, with respect to
any First Contingent Support Period referred to in clauses (ii), (iii) and (iv)
of the definition thereof, all Long Term Sales Contracts in
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effect and with respect to which payment or performance or both are not yet
completed (and any proceeds of which have not been deposited in the relevant
Contingent Support Account under the Bontang Excess Sales Trust Agreement) at
the time of commencement of such First Contingent Support Period, other than
(i) Special Long Term Sales Contracts, (ii) the Memorandum of Agreement between
Pertamina and Chinese Petroleum Corporation for the Sale and Purchase of LNG
during 1998 and 1999, dated and effective as of December 6, 1994, as amended or
modified from time to time, and (iii) the Memorandum of Agreement by and
between Pertamina and Korea Gas Corporation for Purchase and Sale of LNG during
1995-1999, dated September 30th, 1994, as amended or modified from time to
time, provided, that such Memorandum of Agreement shall constitute a Future
Long Term Sales Contract and a Contingent Support Agreement solely with respect
to cargoes delivered thereunder through and including December 31, 1997";
2. The definition of "1973 LNG Sales Contract" in
Section 1 of the Bontang III Loan Agreement is hereby amended so as to read in
its entirety as follows:
" "1973 LNG Sales Contract" means the LNG Sales
Contract, dated as of December 3, 1973, between Pertamina and The Chubu
Electric Power Co., Inc., The Kansai Electric Power Co., Inc., Kyushu Electric
Power Co., Inc., Nippon Steel Corporation and Osaka Gas Company, Ltd. as
heretofore and hereafter amended, including any extension of renewal thereof,
as supplemented by the Memorandum of Agreement between Pertamina and The Chubu
Electric Power Co., Inc., The Kansai Electric Power Co., Inc. and Kyushu
Electric Power Co., Inc., dated as of January 1, 1983, as heretofore and
hereafter amended, including any extension or renewal thereof; provided that
the term "1973 LNG Sales Contract" shall exclude any amendments, extensions or
renewals thereof with respect to the period on or after January 1, 2000 and on
and after such date the 1973 LNG Sales Contract will no longer constitute a
Contingent Support Agreement."
3. Except as amended hereby, the Bontang III Loan
Agreement remains unchanged and in full force and effect.
4. THIS AMENDMENT SHALL BE GOVERNED BY AND INTERPRETED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA.
5. This Amendment may be executed in any number of
counterparts by the different parties hereto on separate counterparts, each of
which when so executed and delivered shall be an original, but all such
counterparts
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together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective duly authorized signatories
as of the date hereof.
The Trustee
CONTINENTAL BANK INTERNATIONAL,
as Trustee aforesaid
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Attorney-in-Fact
The Lenders
TRAIN-E FINANCE CO., LTD.
By: /s/ KANJI SEKIMOTO
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Name: Kanji Sekimoto
Title: Senior Managing
Director
THE INDUSTRIAL BANK OF JAPAN TRUST
COMPANY, as Agent on Behalf of the
Majority Tranche B Lenders
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Attornery-in-fact
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