TRIPARTITE AGREEMENT
REGARDING
PRODUCER CONTRIBUTIONS TO DWIPUTRA COSTS
THIS AGREEMENT is made and entered effective as of 1 January, 1995
(the "Effective Date"), by and among PERUSAHAAN PERTAMBANGAN MINYAK
XXX GAS BUMI NEGARA (PERTAMINA) ("PERTAMINA"); MOBIL OIL INDONESIA
INC. ("MOBIL"); and VIRGINIA INDONESIA COMPANY, TOTAL INDONESIE,
and UNOCAL INDONESIA COMPANY, acting on behalf of themselves and
all other LNG producers in the East Kalimantan Production Sharing
Contracts (collectively, the "EAST KALIMANTAN PRODUCERS").
WHEREAS PERTAMINA has entered into a charter party dated 2 June
1994 with Pacific LNG Transport Limited for the vessel "DwiPutra"
(the "Dwiputra"), in connection with which PERTAMINA is obligated
to pay charter hire payments to Pacific LNG Transport Limited and
the costs of bunker fuel and diesel, liquid nitrogen and utilities
to others; and
WHEREAS MOBIL and the EAST KALIMANTAN PRODUCERS have reached
agreement on a procedure for contributing to the payment of the
costs of the Dwiputra.
NOW THEREFORE, for and in consideration of the foregoing and the
mutual covenants and agreements herein contained, it is hereby
agreed as follows:
1. The provisions of this Agreement will apply as if this
Agreement were entered into on the Effective Date. Unless
otherwise agreed by the parties hereto, this Agreement will
continue in force until the expiry or other termination of the
charter party for the Dwiputra, notwithstanding any amendment,
revision, extension or renewal of such charter party.
2. The provisions of this Agreement will apply to all voyages of
the Dwiputra commencing on or after the Effective Date. A
voyage will be deemed to commence with the commencement of
loading of a cargo in respect of that voyage.
3. The EAST KALIMANTAN PRODUCERS shall enter into a Disbursement
Trustee and Paying Agent Agreement with Continental Bank
International or other international bank as may be agreed
between the parties hereto (the "Trustee") to establish the
Trustee as the Disbursement Trustee for a new Disbursement
Trust Account related to the Dwiputra (the "Dwiputra Trust").
It is the intention of the parties hereto that the respective
balances in the existing Bonny Disbursement Trustee and Paying
Agent Agreement dated 8 December 1990, as amended, (the "Bonny
Trust") due to MOBIL and the EAST KALIMANTAN PRODUCERS shall
be determined and distributed to the respective parties, and
that the Bonny Trust shall thereupon be terminated in its
entirety as soon as possible but no later than 30 June 1995.
It is the further intention of the parties that Tripartite
Agreement: Bonny and SS Lake Xxxxxxx shall be terminated in
its entirety at the same time the Bonny Trust is terminated.
It is acknowledged that implementation and administration of
the Dwiputra Trust and all agreements related thereto will be
the sole responsibility of the EAST KALIMANTAN PRODUCERS.
4. The parties hereto agree that for the eight Dwiputra cargoes
scheduled to be loaded at the Arun plant in the 1995 Annual
Program, PERTAMINA and MOBIL will instruct the trustee under
the respective trustee and paying agent agreement for the
relevant sales agreement for the applicable Dwiputra cargo to
make payments from the cargo proceeds to the Dwiputra Trust
equivalent to US$0.7766 per MMBTU delivered under the relevant
sales agreement, provided that pending finalization of the
Dwiputra Trust, PERTAMINA and MOBIL will instruct the trustee
to make such payments to the Bonny Trust instead, and such
payments shall be treated hereunder as if they had been made
to the Dwiputra Trust. Such payments will be due and payable
to the Dwiputra Trust immediately upon receipt of payment from
the buyer under the relevant sales contract. As long as the
number and cargo designation of Dwiputra cargoes delivered
from Arun in the 1995 Annual Program does not change, such
payments represent full and final settlement in respect of
MOBIL's contribution to the costs of the Dwiputra, no
interplant accounting or other financial adjustments will be
required or be made in respect of payments due from MOBIL for
the Dwiputra, and the EAST KALIMANTAN PRODUCERS will bear full
responsibility for all costs and/or other liabilities related
to the Dwiputra. The parties hereto shall endeavor to ensure
that the Dwiputra cargoes scheduled from Arun in the 1995
Annual Program do not change with respect to the number or
cargo designation. If the number of Dwiputra voyages from
Arun or the cargo designation of such voyages is different
from that specified in the 1995 Annual Program, the parties
hereto shall meet and discuss whether the foregoing payment
procedures should be revised.
5. If in any subsequent years there are to be additional Dwiputra
cargoes delivered from Arun other than those cargoes subject
to paragraph 4 above, the parties shall meet and discuss the
terms and conditions to be applicable to such additional
cargoes.
6. This Agreement will be governed and construed in accordance
with the laws of the State of New York, United States of
America.
7. This Agreement may be executed in multiple counterparts, each
of which will be an original and all of which will constitute
one and the same agreement, and will be effective as to all
parties when each party has executed and delivered at least
one counterpart, regardless of whether all parties execute the
same counterpart.
IN WITNESS HEREOF the parties have cause the execution of this
Agreement through the signature of their authorized representatives
set forth below.
PERUSAHAAN PERTAMBANGAN MINYAK XXX GAS BUMI NEGARA (PERTAMINA)
By: /S/
Name: SOEGIANTO
Title: Sr. V.P. Director Finance Corporate
MOBIL OIL INDONESIA INC.
By: /S/
Name: S.R. Hemmeline
Title: Vice President Gas Products
THE "EAST KALIMANTAN PRODUCERS":
VIRGINIA INDONESIA COMPANY
By: /S/
Name: X.X. Xxxxxx
Title: Vice President LNG
TOTAL INDONESIE
By: /S/
Name: X.X. Hosanski
Title: Vice President LNG
UNOCAL INDONESIA COMPANY
By: /S/
Name: X.X. Xxxxx
Title: Vice President LNG Operations
