Bolivia - Gas Pipeline Project : Loan 0635 - Lenders Trust Agreement - Conformed

CONFORMED COPY Lenders Trust Agreement DATED AS OF SEPTEMBER 23, 1971 AMONG YACIMIENTOS PETROLIFEROS FISCALES BOLIVIANOS FIRST NATIONAL CITY BANK INTER-AMERICAN DEVELOPMENT BANK INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT NEW YORK STATE COMMON RETIREMENT FUND GULF OIL CORPORATION AND BANCO CENTRAL DE BOLIVIA CONFORMED COPY Lenders Trust Agreement DATED AS OF SEPTEMBER 23, 1971 AMONG YACIMIENTOS PETROLIFEROS FISCALES BOLIVIANOS FIRST NATIONAL CITY BANK INTER-AMERICAN DEVELOPMENT BANK INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT NEW YORK STATE COMMON RETIREMENT FUND GULF OIL CORPORATION AND BANCO CENTRAL DE BOLIVIA LENDERS TRUST AGREEMENT WHEREAS (a) each of International Bank for Reconstruction and Development ("IBRD"), Inter-American Development Bank ("IDB"), New York State Common Retirement Fund ("NYSCR,F") - ("Lenders") - and Gulf Oil Corporation ("Gulf") - has agreed to make or has made loans to Compania Yacibol Bogoc Transportadores ("Yabog"), a wholly owned subsidiary of Yacimientos Petroliferos Fiscales Bolivianos ("YPFB"), a Bolivian state-owned public enterprise, for the purpose of assisting in the financing of a pipeline system and related investments as described in detail in Schedule 2 to Loan Agreement No. 635 BO of even date herewith between IBRD and Yabog ("the Project"), required to carry out the provisions of a gas sales contract, dated July 23, 1968, as amended on April 9, 1970 and on May 27, 1971, with Gas del Estado, an autonomous enterprise of The Argentine Republic; (b) The Government of Bolivia, by Supreme Decree No. 09381 of September 10, 1970 ("Indemnity Decree") established that, subject to certain limitations stated in the Indemnity Decree, 25% of certain hydrocarbons proceeds specified in the Indemnity Decree would be utilized to provide for payment of an indemnity to Bolivian Gulf Oil Company ("Bogoc"), leaving the remaining balance of 75% of said hydrocarbons proceeds to cover the requirements and obligations of YPFB; (c) YPFB, in consideration of the Lenders entering into loan agreements with Yabog, has, inter alia, agreed to utilize the above indicated remaining balance of 75% of said hydrocarbons proceeds as well as certain other revenues set forth herein to meet the obligations of Yabog and the operating expenses of YPFB's Santa Cruz Division and the Project; (d) According to the terms of an agreement dated September 11, 1970, among the Government of Bolivia, Bogoc and Gulf, entered into in implementation of the Indemnity Decree, and incorporated in Public Document No. 61 dated March 12, 1971, Gulf has obligated itself, subject to the conditions therein contained, to finance or guarantee the financing necessary for the completion of the Project, including any Project cost overruns; (e) According to the terms of an agreement with Gulf and Bogoc, dated February 18, 1971, entered into in further implementation of the Indemnity Decree, and incorporated in Public Document No. 61 dated March 12, 1971, as 4 modified by an agreement dated March 25, 1971, the Government of Bolivia and YPFB have recognized certain obligations to Gulf which will be satisfied as specified herein; (f) By an agreement of even date herewith between YPFB and the Trustee ("Bolivian Crude Oil Trust Account Agreement"), the Trustee has undertaken to establish and maintain a trust account ("Bolivian Crude Oil Trust Account") into which there shall be paid 100% of the proceeds of each sale for export of crude oil produced in or, pursuant to Article 5 of the Indemnity Decree, attributable to the fields of Caranda, Colpa and Rio Grande ("Export Crude Oil"), and YPFB is obligated to instruct any purchaser of Export Crude Oil to remit the proceeds thereof in freely convertible U.S. dollars to the Trustee for the credit of the Bolivian Crude Oil Trust Account; (g) The parties hereto are as follows: (i) Settlor of the Trust: YPFB; (ii) Trustee: First National City Bank; (iii) Beneficiaries: each of IBRD, IDB, NYSCRF, Gulf, the Overrun Financer, if any, under Section 3 (f) hereof, and Banco Central de Bolivia, as trustee for each of Yabog, YPFB's Santa Cruz Division and YPFB; subject to the terms and conditions hereof. NOW THEREFORE the parties hereby agree as follows: Section 1 In compliance with Article I of Supreme Decree No. 09653 dated April 7, 1971 of the Government of Bolivia and Resolution No. 16-71 dated August 9, 1971 of its Board, YPFB hereby designates First National City Bank, New York, New York, U.S.A., as the trustee hereunder ("Trustee"), and hereby irrevocably assigns, transters and sets over to the Trustee, in trust as hereinafter set forth, all its right, title and interest in: (a) Prior to the Bogoc Participation Date as defined in Section 3 (a) (i) hereof - 100%, and thereafter, until satisfaction of the indemnity to be paid to Bogoc or the termination of the obligation to pay such indemnity according to the terms of the Indemnity Decree, whichever shall first occur, - 75%, and thereafter - 100%, of all proceeds to become due from the sale for export of all gas produced in or, pursuant 5 to the provisions of the Indemnity Decree, attributable to the Caranda, Colpa and Rio Grande fields; and in 100% of all proceeds to become due from the sale for export of all gas from any other source whatsoever to be transported through the Project pipeline. ("Gas Proceeds"); and (b) Prior to the Bogoc Participation Date as defined in Section 3 (a) (i) hereof - 100%, and thereafter, until satisfaction of the indemnity to be paid to Bogoc or the termination of the obligation to pay such indemnity according to the terms of the Indemnity Decree, whichever shall first occur, - 75%, and thereafter - 100%, of all proceeds from the sale of Export Crude Oil paid into the Bolivian Crude Oil Trust Account ("Crude Oil Proceeds"). Section 2 YPFB shall instruct Gas del Estado and any other purchaser of gas described in Section 1 hereof to remit to the Trustee in freely convertible U.S. dollars the Gas Proceeds in respect thereof, such instruction to be incorporated in the relevant gas sales contract as an obligation of the purchaser. Without the prior approval of the Lenders, YPFB shall not sell any gas described in Section I hereof except under terms and conditions which require the purchaser to comply with the payment provisions hereof, and shall not thereafter demand or agree to any modification, amendment or waiver of said payment provisions. YPFB shall include in its contract with Gas del Estado, and any other contract for the sale of gas described in Section 1 hereof, a condition requiring the purchaser to sign the Form of Confirmation attached hereto, undertaking to make payments to the Trustee as required hereunder. The Trustee shall from time to time notify each purchaser of gas described in Section I hereof when such purchaser is required, pursuant to the provisions of this Agreement, to make 100% of each payment for said gas to the credit of the accounts specified in this Agreement and when to make only 75% of each payment to the credit of said accounts, the remaining 25% of each payment to be made for the indemnity to Bogoc. Such notification shall be given by the Trustee: (a) within 10 days after (i) the receipt by the Trustee of the relevant gas sales contract under Section 9 hereof, (ii) the Bogoc Participation Date as defined in Section 3 (a) (i) hereof, (iii) the receipt by the Trustee of notice that the fields of Colpa, Caranda and Rio Grande have been exhausted; and 6 (b) at least 90 days prior to (i) the anticipated date of satisfaction of the indemnity to Bogoc, or (ii) the expiry of the period of 20 years after the first delivery of gas to Argentina, as notified to the Trustee by YPFB. Section 3 The Trustee shall establish the following trust accounts: a Loan Debt Service Trust Account for each of IDB, IBRD and NYSCRF; an Overrun Financing Trust Account, in the event that there shall be an Overrun Financer under the provisions of (f) of this Section 3; a Gulf Debt Service Trust Account; a Reserve Trust Account; a Crude Oil Proceeds Trust Account; and a Central Bank Trust Account, in each of which there shall be vested, to the extent provided hereunder, the rights, title, interest and moneys set forth in Section 1 above, for the separate beneficiaries hereinafter specified and in the order of priorities hereinafter established. The Trustee hereby declares that it will hold the same in said trust accounts as trustee hereunder for the specified beneficiaries in the order of priorities established herein. (a) Crude Oil Proceeds Trust Account: the corpus of which shall consist of the proceeds of sales of Export Crude Oil which shall have been received from the Bolivian Crude Oil Trust Account for the account hereof, as provided in the Bolivian Crude Oil Trust Account Agreement. According to the terms of the Bolivian Crude Oil Trust Account Agreement, the Trustee is obligated to pay over, upon receipt of collected funds, to this Trust Account: (i) 100% of each payment for txport Crude Oil sales, until January 1, 1973, or, at the option of the Government of Bolivia (notice of exercise whereof shall be communicated to the Trustee prior to January 1, 1973), until three months after initiation of exports of gas by YPFB to Argentina as evidenced by notice by YPFB to the Trustee (the applicable date hereinafter called "the Bogoc Participation Datc"); (ii) thereafter, 75% of each payment for Export Crude Oil sales until satisfaction of the indemnity to be paid to Bogoc or the termination of the obligation to pay such indemnity according to the terms of the Indemnity Decree, whichever shall first occur; and (iii) thereafter, 100% of each payment for Export Crude Oil sales. Subject to the provisions with respect to a Prematuring Declaration specified in Section 4 hereof, the beneficiaries of this account until the Bogoc Participation 7 Date shall be the NYSCRF Loan Debt Service Trust Account, the Reserve Trust Account, the Gulf Debt Service Trust Account, the Central Bank Trust Account, and, commencing six months prior to the first repayment dates of their respective loans as indicated in Annexes A, B and D hereto, the IDB and IBRD Loan Debt Service Trust Accounts and the Overrun Financing Trust Account, if any, in the order of priorities established below. After the Bogoc Participation Date, the beneficiaries of this account shall be the respective Loan Debt Service Trust Accounts, the OverrunFinancing Trust Account, if any, the Reserve Trust Account, the Gulf Debt Service Trust Account and the Central Bank Trust Account, in the order o- priorities established below. (b) IDB Loan Debt Service Trust Account: the beneficiary of which shall be IDB, and the corpus of which shall be, subject to the rights of the other Lenders and the Overrun Financer, if any, who shall enjoy, pro rata to che amount of indebtedness at the time owing to each, identical priority rank in respect thereof, (i) Gas Proceeds, and (ii) to the extent that such proceeds are insufficient to meet any monthly allocation equivalent to 1/6th of the semi-annual debt service payment (including principal and interest) next falling due in accordance with the schedule attached hereto as Annex A ("IDB Monthly Allocation"), or any other payment or charge due and payable to IDB under its Loan Contract and notified to the Trustee (including, without limitation, payment in advance of maturity), all moneys in the Crude Oil Proceeds Trust Account, the Reserve Trust Account, and thereafter, all moneys in the Gulf Debt Service Trust Account and in the Central Bank Trust Account; provided, however, that each of the other Lenders and the Overrun Financer, if any, shall share pari passu (in accordance with the total amount then required to be paid to it or into the Loan Debt Service Trust Account or the Overrun Financing Trust Account of which it is beneficiary) in the moneys paid over to, or available to be paid over to, the Crude Oil Proceeds Trust Account, the Reserve Trust Account, the Gulf Debt Service Trust Account and the Central Bank Trust Account. It is recorded that interest payments set forth in Annex A are estimates only and may be adjusted on reasonable advance notice from IDB to the Trustee. (c) IBRD Loan Debt Service Trust Account: the beneficiary of which shall be IBRD, and the corpus of which shall be, subject to the rights of the other Lenders and the Overrun Financer, if any, who shall enjoy, pro rata to the amount of indebtedness at the time owing to each, identical priority rank in respect thereof, (i) Gas Proceeds, and (ii) to the extent that such proceeds are insufficient to meet any monthly allocation equivalent to 1/6th of the semi-annual debt service payment (including principal and interest) next falling due in accordance with the schedule 8 attached hereto as Annex B ("IBRD Monthly Allocation"), or any other payment or charge due and payable to IBRD under its Loan Agreement and notified to the Trustee (including, without limitation, payment in advance of maturity), all moneys in the Crude Oil Proceeds Trust Account, the Reserve Trust Account, and thereafter, all moneys in the Gulf Debt Service Trust Account and in the Central Bank Trust Account; provided, however, that each of the other Lenders and the Overrun Financer, if any, shall share pari passu (in accordance with the total amount then required to be paid to it or into the Loan Debt Service Trust Account or the Overrun Financing Trust Account of which it is beneficiary) in the moneys paid over to, or available to be paid over to, the Crude Oil Proceeds Trust Account, the Reserve Trust Account, the Gulf Debt Service Trust Account and the Central Bank Trust Account. It is recorded that interest payments set forth in Annex B are estimates only and may be adjusted on reasonable advance notice from IBRD to the Trustee. (d) NYSCRF Loan Debt Service Trust Account: the beneficiary of which shall be NYSCRF, and the corpus of which shall be, subject to the rights of the other Lenders and the Overrun Financer, if any, who shall enjoy, pro rata to the amount of indebtedness at the time owing to each, identical priority rank in respect thereof, (i) Gas Proceeds, and (ii) to the extent that such proceeds are insufficient to meet any monthly allocation equivalent to 1/6th of the semi-annual debt service payment (including principal and interest) next falling due in accordance with the schedule attached hereto as Annex C ("NYSCRF Monthly Allocation"), or any other payment or charge due and payable to NYSCRF under its Loan Contract and notified to the Trustee (including, without limitation, payment in advance of maturity), all moneys in the Crude Oil Proceeds Trust Account, the Reserve Trust Account, and thereafter all moneys in the Gulf Debt Service Trust Account and in the Central Bank Trust Account; provided, however, that each of the other Lenders and the Overrun Financer, if any, shall share pari passu (in accordance with the total amount then required to be paid to it or into the Loan Debt Service Trust Account or the Overrun Financing Trust Account of which it is beneficiary) in the moneys paid over to, or available to be paid over to, the Crude Oil Proceeds Trust Account, the Reserve Trust Account, the Gulf Debt Service Trust Account and the Central Bank Trust Account. (e) Gulf Debt Service Trust Account: the beneficiary of which shall be Gulf, and the corpus of which shall consist of such sums as may be available from Crude Oil Proceeds deposited in the Crude Oil Proceeds Trust Account after payment as contemplated in (b), (c), (d) and (f) hereof and, commencing on the date of the completion of the Project, into the Reserve Trust Account as set forth in Section 5 hereof, but in no event shall such corpus exceed: 9 (i) 38 U.S. cents per barrel of Export Crude Oil the proceeds whereof are payable to the Crude Oil Proceeds Trust Account (each invoice provided by YPFB to the Trustee to indicate the number of barrels covered therein), from February 1, 1971 until the amounts deposited in this Account equal U.S.$855,248.22 and, in addition thereto, (ii) 35% of the proceeds of Export Crude Oil from August 1, 1971 until December 31, 1972, and thereafter 10% of the proceeds of Export Crude Oil, until satisfaction of the amount specified in Public Document No. 61 dated March 12, 1971 , between the Supreme Government of Bolivia, YPFB, Bogoc and Gulf. The amount referred to therein plus interest payments thereon will be fixed by notice from both Gulf and YPFB to the Trustee. Said amount may be adjusted by agreement between YPFB and Gulf, approved by IBRD and IDB, as required to reflect the actual cost of completing the Rio Grande and Colpa plants, and such adjustment shall become effective upon receipt by the Trustee of notice of such adjustment and approval. To the extent that Crude Oil Proceeds available to the Gulf Debt Service Trust Account are insufficient to meet th.- concurrent payments due under (i) and (ii) above,, the Trustee shall -follow the order of payments specified above. (f) Overrun Financing Trust Account: the beneficiary of which shall be any financer ("Overrun Financer") of Project cost overruns who shall have agreed to provide completion funds for the Project ("Completion Funds") on terms and conditions, including repayment terms, as arranged between YPFB and Bogoc, which terms and conditions the Lenders shall have approved, and who shall have subscribed to this Agreement; and the identity of such Overrun Financer shall have been indicated by transmittal to the Trustee of a copy of this Agreement so subscribed. The corpus of this trust account shall consist of rights similar in all respects to those vested in the Loan Debt Service Trust Accounts so that the Overrun Financer shall obtain, in respect of repayment of Completion Funds only, a pari passu position with each of IDB, IBRD and NYSCRF, and shall thereupon become a "Lender" as that term is defined herein. The Overrun Financer shall supply the Trustee with a schedule of semi-annual debt service payments (to be annexed hereto as Annex D) in respect of repayment of Completion Funds only (a monthly allocation equivalent to 1/6th of the semi-annual debt service payment, including principal and interest, falling due in accordance with such schedule being hereinafter referred to as an "Overrun Financing Monthly Allocation"), and notify the Trustee of any other payment or charge due and payable to the Overrun Financer under said agreement to provide Completion Funds. 10 (g) Central Bank Trust Account.: the beneficiaries of which shall be Banco Central de Bolivia as trustee for each of Yabog, the Santa Cruz Division of YPFB and YPFB, and the corpus of which shall consist of such sums as may be available from the Crude Oil Proceeds Trust Account and from Gas Proceeds after payment to the Loan Debt Service Trust Accounts and the Overrun Financing Trust Account, if any, of the amounts required herein to be paid to such. accounts; to the Reserve Trust Account described under (h) of the amounts set forth in Section 5 hereof; and to the Gulf Debt Service Trust Account of the amounts set forth in (e) hereof, to the extent such amounts are available. (h) Reserve Trust Account. the beneficiaries of which (pro rata to the amount of indebtedness owing to each) shall be the Loan Debt Service Trust Accounts, if Gas Proceeds and Crude Oil Proceeds prove insufficient to meet any Monthly Allocation, or any other payment or charge as set forth in (b), (c) and (d) hereof and notified to the Trustee, and, subsequent to an advancing of Completion Funds, the Overrun Financing Trust Account. The corpus of this Trust Account shall consist of such sums as shall from time to time be paid over thereto pursuant to Section 5 hereof. Any balance remaining in the Reserve Trust Account after full discharge of all amounts due to the Lenders and the Overrun Financer, if any, shall, to the extent that such balance is derived from Crude Oil Proceeds, be paid into the Gulf Debt Service Trust Account to discharge any amount due under (e) hereof, and otherwise into the Central Bank Trust Account. Section 4 The Trustee shall deposit into the Loan Debt Service Trust Accounts and the Overrun Financing Trust Account, if any, from the proceeds of the respective corpus assigned thereto, the following amounts: to IDB Loan Debt Service Trust Account - IDB Monthly Allocations, and any other payments or charges as set forth in Section 3 (b) hereof and notified to the Trustee; to IBRD Loan Debt Service Trust Account - IBRD Monthly Allocations, and any other payments or charges as set forth in Section 3 (c) hereof and notified to the Trustee; to NYSCRF Loan Debt Service Trust Account - NYSCRF Monthly Allocations, and any other payments or charges as set forth in Section 3 (d) hereof and notified to the Trustee; to Overrun Financing Trust Account, if any, Overrun Financing Monthly Allocations, and any other payments or charges as set forth in Section 3 (f) hereof and notified to the Trustee. The Trustee shall deposit into the Gulf Debt Service Trust Account, until Gulf and YPFB shall have notified the Trustee that all debt owing to Gulf which is to be repaid from the proceeds designated in Section 3 (e) hereof has been repaid (in the determination whereof all payments to YPFB under Section 7 (d) 11 hereof shall be reckoned as payments to Gulf) amounts equal to the balance of the Crude Oil Proceeds remaining after payment over to the Loan Debt Service Trust Accounts, the Overrun Financing Trust Account, if any, and the Reserve Trust Account of the Crude Oil Proceeds required to meet their charge, but in no event greater than: (i) 38 U.S. cents per barrel of Export Crude Oil the proceeds whereof are payable to the Crude Oil Proceeds Trust Account (each invoice provided by YPFB to the Trustee to indicate the number of barrels covered therein), from February 1, 1971 until the amounts deposited in this Account equal U.S.$855,248.22 and in addition thereto, (ii) 35% of the proceeds of Export Crude Oil from August 1, 1971 until December 31, 1972, and thereafter 10% of the proceeds of Export Crude Oil, until satisfaction of the amount specified in Public Document No. 61 dated March 12, 1971, between the Supreme Government of Bolivia, YPFB, Bogoc and Gulf. The amount referred to therein plus interest payments thereon will be fixed by notice from both Gulf and YPFB to the Trustee. Said amount may be adjusted by agreement between YPFB and Gulf, approved by IBRD and IDB, as required to reflect the actual cost of completing the Rio Grande and Colpa plants, and such adjustment shall become effective upon receipt by the Trustee of notice of such adjustment and approval. Deposits into the Loan Debt Service Trust Accounts and the Overrun Financing Trust Account, if any, shall be made by the Trustee forthwith upon receipt of any Gas Proceeds, and on the first business day of each month in respect of Crude Oil Proceeds (to the extent of available balances in the Crude Oil Proceeds Trust Account) insofar as Gas Proceeds are insufficient to meet the Monthly Allocations, and any other payments or charges as set forth in Section 3 (b), (c), (d) and (f) hereof and notified to the Trustee; provided, however, that if and to the extent that any of the Lenders or the Overrun Financer, if any, shall have declared, in accordance with their respective loan agreements or contracts, any of their loans or portions thereof due and payable in advance of maturity, and shall have so notified the Trustee (such notification being herein referred to as "Prematuring Declaration"), the Trustee shall (subject to the pro rata rights of the other Lenders and the Overrun Financer, if any, in respect of the amount of indebtedness from time to time required to be paid to,each, apply and continue to apply all moneys as are specified as the corpus of the relevant trust account to the beneficiary thereof that has made a Prematuring Declaration. 12 Deposits into the Gulf Debt Service Trust Account shall be made on the second business day of each month in order to enable the Trustee to determine the availability of any Crude Oil Proceeds for deposit therein. Section 5 Gas and Crude Oil Proceeds not required to meet Monthly Allocations and any other payments or charges, as set forth in Section 3 hereof, to the Lenders and the Overrun Financer, if any, or arnounts payable under a Prematuring Declaration - ("Residual Balances") - shall be deposited by the Trustee as follows: (a) Commencing on the date of the completion of the Project, notice of which fact shall be given to the Trustee by YPFB, and for a period of two years thereafter, a monthly payment equal to U.S.$148,442.00 shall be deposited into the Reserve Trust Account, and any remaining Crude Oil Proceeds shall be deposited into the Gulf Debt Service Trust Account as prescribed, and subject to the limits set forth, in Section 4 hereof. The remaining Crude Oil Proceeds as well as all the remaining Gas Proceeds shall be deposited into the Central Bank Trust Account. (b) After the conclusion of the two-year period set forth in subparagraph (a) above, Residual Balances shall be paid into the Reserve Trust Account as long as it does not contain a balance at least equal to the sum of the next succeeding scheduled semi-annual debt service payments to each of the Lenders and the Overrun Financer, if any. The Trustee shall not be obliged to deposit any further money into the Reserve Trust Account provided that (i) such Account contains n balance at least equal to the sum of the next succeeding scheduled semi-annual debt service payments to each of the Lenders and the Overrun Financer, if any, and (ii) there has been no Prematuring Declaration by any of them. Subject to the foregoing, and subject to the Gulf Debt Service Trust Account charge, all Residual Balances shall be deposited into the Central Bank Trust Account. Section 6 (a) All funds in the Reserve Trust Account shall be invested by the Trustee in U.S. dollar time deposit accounts (including any maintained with First National City Bank) or in U.S. dollar debt securities (other than debt instruments of YPFB or of the Government of Bolivia), selected by the Trustee and approved by YPFB. On the date that any interest on such time deposits or securities is received by the Trustee, the Trustee shall determine whether the balance in the Reserve Trust Account is sufficient to permit the deposit of Residual Balances into the Central Bank Trust Account. If the balance in the Reserve Trust Account is sufficient to permit such deposit, the Trustee shall within two business days thereafter credit 13 the interest to the Central Bank Trust Account; if such deposit would not be permitted, the interest shall be credited to the Reserve Trust Account and, to the extent possible, invested as above. (b) All funds in the Loan Debt Service Trust Accounts and the Overrun Financing Trust Account, if any, shall be invested by the Trustee in U.S. dollar time deposit accounts (including any maintained with First National City Bank) or in short-term debt instruments issued or guaranteed by the U.S. Government, selected by the Trustee. Interest earned on such deposits or instruments shall be credited upon receipt by the Trustee to the respective Loan Debt Service Trust Accounts and the Overrun Financing Trust Account, if any, and shall be utilized for payment of the next succeeding semi-annual debt service payments, and any other payments or charges as set forth in Section 3 (b), (c), (d) and (f) hereof and notified to the Trustee, respectively. Section 7 (a) Amounts in the Loan Debt Service Trust Accounts and the Overrun Financing Trust Account, if any, shall be paid over by the Trustee to the Lenders and the Overrun Financer, respectively, or pursuant to instructions received from any of the Lenders or the Overrun Financer with respect to payments to be made to any of them and, in the case of payments to IBRD, if Bonds (as defined in the IBRD Loan Agreement) shall have been issued, and in the case of payments to 1DB, if participations (as defined in the IDB Loan Contract) shall have been sold, to the holders or purchasers thereof, in the currency or currencies in which the respective loan or portions thereof, as the case may be, is or are repayable pursuant to the terms thereof, as necessary to meet scheduled semi-annual debt service repayments on each of the respective scheduled repayment dates as set forth in the Annexes hereof and any other payments or charges as set forth in Section 3 (b), (c), (d) and (f) hereof and notified to the Trustee, including any loan or part thereof which has become due as a result of a Prematuring Declaration or redemption in the case of Bonds or payment to purchasers of participations, if applicable, pursuant to the terms of any of the Lenders or Overrun Financer loans, as the case may be. (b) The Trustee shall be supplied on reasonable advance notice with the names, addresses, and respective interests of any and all holders of such bonds and/or purchasers of participations. (c) Amounts in the Central Bank Trust Account shall be paid over by the Trustee to Banco Central de Bolivia as trustee for Yabog, YPFB's Santa Cruz Division and YPFB in U.S. dollars on the first business day of every month. 14 (d) Amounts in the Gulf Debt Service Trust Account shall be paid over to Gulf in U.S. dollars on the third business day of every month until the Trustee is notified by YPFB and Gulf that certain obligations relating to the Colpa and Rio Grande processing plants have been substantially satisfied. Thereafter, and in compliance with a contract among the Government of Bolivia, YPFB, Bogoc and Gulf dated March 25, 1971, modifying the agreement dated February 18, 1971, the Trustee shall retain in the Gulf Debt Service Trust Account up to a maximum amount of U.S.$3,671,403.20 until the Trustee receives notice from YPFB and Gulf of a final executory judgment of the Bolivian courts relating to the claim of the Caja Nacional de Seguridad Social. Funds so retained will be invested by the Trustee for the account of and as instructed by Gulf. If upon receipt of notice of final executory judgment, the full amount indicated therein has been retained, the Trustee shall pay over such amount to YPFB, and any remaining balance shall be paid over to Gulf; if, upon receipt of such notice, the full amount of such judgment has not been retained, the Trustee shall pay over to YPFB the accumulated funds and shall continue to pay monthly to YPFB from balances in the Gulf Debt Service Trust Account until the amount of such judgment has been paid. Upon full payment to YPFB of the amount of said judgment the Trustee shall resume payments to Gulf. (e) Within 30 days after the first business day of each calendar month, the parties to this Trust Agreement shall be furnished by the Trustee with statements showing the income, disbursements and balances of the Trust Accounts hereunder as of the last day of the preceding month and each of the parties shall enjoy reasonable audit and verification rights in connection therewith. Section 8 Whenever, as a result of events beyond the control of any of the Government of Bolivia, Banco Central de Bolivia and YPFB there are insufficient Residual Balances to meet the operating expenses of YPFB's Santa Cruz Division or Yabog, each of the Lenders and the Overrun Financer, if any, pursuant to mutual agreement or, failing such agreement, individually, may issue appropriate instructions to the Trustee for release of funds from their respective Loan Debt Service Trust Accounts and the Overrun Financing Trust Account and/or waive their right with respect to the priority of deposits therein and/or pursuant to mutual agreement between the Lenders and the Overrun Financer, if any, release funds from the Reserve Trust Account in order to enable YPFB's Santa Cruz Division and Yabog to continue operating. Section 9 YPFB shall furnish to the Trustee copies of all gas sales contracts and all invoices to be issued by YPFB under such contracts (in addition to copies of all 15 crude oil sales contracts and invoices thereunder to be furnished by YPFB to the Trustee under Section 5 of the Bolivian Crude Oil Trust Account Agreement). The Trustee, whenever payment under any such invoice has not been made pursuant to the terms thereof shall forthwith forward a copy of such invoice to the party failing to make such payment ("the defaulting purchaser") by air mail (registered mail, return receipt requested, if available), together with its transmittal letter stating that the funds to pay the amount due have not been received and demanding prompt and full performance from the defaulting purchaser. The Trustee shall send copies of its transmittal letter to the parties hereto. If payment is not received from the defaulting purchaser within 30 days after mailing of demand by the Trustee as aforesaid, then the Trustee shall, if so requested by the Lenders or YPFB, assign, without warranty or recourse, the right to receive such payment to YPFB, by written notice to the defaulting purchaser, YPFB and all other parties hereto, and in such case YPFB hereby irrevocably appoints any nominee of the Lenders as its true and lawful attorney-in-fact to sue upon and collect such debt in the name of YPFB and to pay over all proceeds, less expenditure so incurred, to the Trustee who shall utilize and deal with the same under the provisions hereof to all intents and purposes as though received from the defaulting purchaser. In the event that the Lenders shall fail to appoint such nominee within 30 days after being requested by YPFB so to do, then YPFB shall be entitled to take whatever measures it may deem fit for collection of such debt but shall nonetheless be obliged to account for and pay over all proceeds, less expenditure so incurred, to the Trustee to be utilized and dealt with as aforesaid. Other than as stated herein, the Trustee shall not be obliged to take any action by reason of non-payment of invoices. Section 10 (a) The Trustee accepts the trusts and other obligations created by this Agreement upon the terms and conditions hereof. The Trustee shall be entitled to compensation for all services rendered hereunder, as agreed from time to time between the Trustee and YPFB, and in the absence of such agreement, reasonable compensation, and such compensation, and all other reasonable expenses incurred by the Trustee hereunder, shall be paid by YPFB promptly on demand from time to time as such services shall be rendered and as such expenses shall be incurred, but the Trustee shall not have a lien for such compensation or expenses on any funds held hereunder. YPFB agrees to indemnify the Trustee and hold it harmless against loss and/or liability incurred without negligence or bad faith on its part and arising out of or in connection with the administration of these trusts, as well as the costs and expenses of defending any claim of liability in respect hereof. 16 (b) The duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Trustee. The Trustee shall not be required to take any action or exercise any of the rights and powers vested in it by this Agreement if such action or exercise is prohibited under applicable laws or rules or regulations of any governmental or regulatory agency having jurisdiction over the Trustee. (c) In the absence of bad faith upon the part of the Trustee, the Trustee may conclusively rely, as to the content of statements, upon any notification or other writing furnished to the Trustee pursuant to the provisions of this Agreement. (d) The Trustee may rely in acting or refraining from acting upon any resolution, or any certificate, statement, instrument, opinion, notice, request, consent, order, approval, or other paper or document believed by it to be genuine and to have been signed or presented by the proper person or persons. A lit of persons authorized to represent the parties to this Agreement and their signatures certified by a competent officer of the respective party shall be provided from time to time to the Trustee. (e) The Trustee may consult with counsel, and any opinion of counsel shall be full and complete authorization with respect to any action taken or suffered or omitted by the Trustee hereunder in good faith and in accordance with such opinion of counsel, subject to the right of the parties hereto to submit controversies to arbitration. (f) The Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Agreement. (g) The Trustee shall not be liable for any error of judgment made in good faith by a responsible officer or responsible officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. (h) All moneys which may at any time be deposited with or received by the Trustee pursuant to any of the provisions of this Agreement shall, until used or applied as herein provided, be held by it, in trust, for the purposes for which they were received, but need not be segregated from other funds; and the Trustee shall not be under any liability for interest on any moneys received by it hereunder, and shall not be required to invest any funds, except as expressly provided for herein. 17 (i) None of the provisions of this Agreement shall be construed as requiring the Trustee to expend or risk its own funds or otherwise incur any personal financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (j) The Trustee may accept deposits from, lend money to and generally engage in any business with, any other party hereto without affecting the validity of the trust created hereby. (k) The Trustee shall not be under any duty to give investments held hereunder any greater degree of care than it gives its own similar property and except for acts of willful misconduct shall not be liable for any decline in value of such investments provided the Trustee shall have acted in good faith in the making of such investments. The Trustee may sell any security reasonably in advance of any date upon which it must make any payment hereunder so that it will have sufficient funds on such date. (1) Foreign exchange required for payment under Section 7 hereof may be 11urchased by the Trustee in accordance with instructions to be given to the Trustee by the Lender or Overrun Financer concerned. (m) The Trustee shall promptly notify the parties hereto of any claim, suit or action made or brought against the Trustee in respect of any matter arising out of or in connection with this Agreement. Section 11 (a) The Trustee may at any time resign and be discharged from any further obligation under this Agreement and the trusts hereby created by giving notice to the parties hereto, such resignation to take effect on the date specified in such notice which date shall not be earlier than 90 days from the date of such notice, whether or not a successor trustee shall theretofore have been appointed and have accepted its appointment. YPFB shall promptly appoint a successor trustee having the qualifications set forth in subparagraph (b) hereof satisfactory to the Lenders and the Overrun Financer, if any, by written instrument, one copy of which instrument shall be delivered to each of the resigning Trustee, the successor Trustee, the Lenders, Gulf and Banco Central de Bolivia. If no successor shall have been so appointed and have accepted its appointment within 30 days after notice of resignation, the resigning Trustee or any other party hereto may petition any court of competent jurisdiction in the State of New York for the appointment of a 18 successor trustee. Such court may thereupon, after such notice (if any) as it may deem proper and prescribe, appoint a successor trustee, which successor trustee shall have the qualifications set forth in subparagraph (b). (b) Any corporation into which the Trustee may be merged or converted o; with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to the corporate trust business of the Trustee shall be the successor of the Trustee hereunder, provided that such corporation shall be organized and doing business under the laws of the United States of America or of any State thereof or of the District of Columbia, authorized under such laws to exercise corporate trust powers, have a combined capital and surplus of at least $50,000,000, and be subject to supervision or examination by Federal, State, or District of Columbia authority. Section 12 All disputes arising in connection with the present contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (ICC) by one or more arbitrators appointed in accordance with the Rules. The place of arbitration shall be New York City and the governing law that of the State of New York. Notwithstanding any rule of the ICC to the contrary, the parties hereto agree that any arbitral award shall be complied with within thirty (30) days from the date of notification thereof and such award shall be final and not subject to any appeal in any national court or otherwise. Section 13 (a) This Agreement requires the approval of the Governments of Bolivia and Argentina and shall become effective upon the date upon which notification is given to YPFB and the Trustee by IBRD that all conditions precedent to the effectiveness of its Loan Agreement are fulfilled and by IDB that all conditions precedent to the authorization of disbursement under its Loan Contract are fulfilled. (b) Subject to Sections 10 and 12 hereof which shall in any event continue in full force and effect, this Agreement shall terminate when each of IBRD, IDB, NYSCRF and the Overrun Financer, if any, shall have notified the Trustee that it has received the full amount of principal, interest and other payments or charges due to it under its respective Loan Agreement or Contract, as the case may be, and Gulf and YPFB shall have notified the Trustee that all debt owing to Gulf 19 which is to be repaid from the proceeds designated in Section 3 (e) hereof has been repaid (in the determination whereof all payments to YPFB under Section 7 (d) hereof shall be reckoiled as payments to Gulf). (c) Upon termination of this Agreement as provided in (b) hereof any remaining funds on deposit in the Trust Accounts hereunder shall be transferred by the Trustee to Banco Central de Bolivia for Yabog, YPFB's Santa Cruz Division and YPFB, and the Trustee shall reassign to YPFB any and all rights assigned to the Trustee under Section 1 hereof. Section 14 This Agreement shall be binding upon and shall inure to the benefit of the parties to this Agreement, their legal representatives, successors and assigns. The provisions of' this Trust Agreement shall not be revoked, modified, amended, waived or supplemented except by written agreement of all the parties hereto. Section 15 All communications, notifications and notices required herein to be given to any party shall be in writing and shall be sent via air mail, cable or telex addressed LO or delivered at the address of such party set forth below, or to such other subsequent address as may be designated by such party. Addresses: Yacimientos Petroliferos Fiscales Bolivianos Casilla 401 La Paz Bolivia Cable address: YACIBOL La Paz First National City Bank, Trustee Corporate Agency Department S11 Wall Street New York, New York 10015, U.S.A. Attention: Corporate Bond Group 20 Cable address: CITIBANK New York Inter-American Development Bank 808 17th Street N.W. Washington, D.C. 20577, U.S.A. Cable address: INTAMBANC Washington, D.C. International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433, U.S.A Cable address: INTBAFRAD Washington, D.C. New York State Common Retirement Fund Comptroller of the State of New York In Trust for the New York State Common Retirement Fund Alfred E. Smith State Office Building Albany, New York 12225, U.S.A. Gulf Oil Corporation Gulf Building Pittsburgh Pennsylvania 15230, U.S.A. Cable address: GULFOIL Pittsburgh 1W 21 Banco Central de Bolivia La Paz Bolivia Cable address: NAVIANA La Paz Section 16 A certified translation into Spanish of the original of this Trust Agreement shall be furnished through the Trustee upon request to any of the other parties hereto, to the Governments of Argentina and Bolivia, and to any purchaser of gas from whom a confirmation notice is required. Section 17 Any payment or other obligation which is to be made or performed under this Agreement and which falls due on a Saturday, Sunday or a public holiday according to the law of the place where such payment or obligation is to be made or performed, may be made or performed on the first business day thereafter. YACIMIENTOS PETROLIFEROS FISCALES BOLIVIANOS By /s/ Roberto Capriles /s/ Rolando Prada Mendez FIRST NATIONAL CITY BANK, TRUSTEE By /s / H. J. Ennis INTER-AMERICAN DEVELOPMENT BANK By /s/ Antonio Ortiz Mena 22 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By /s/ J. Burke Knapp NEW YORK STATE COMMON RETIREMENT FUND By /s/ T.M.Whalen Comptroller of the State of New York in trust for the Common Retiremet Fund GULF OIL CORPORATION By /s / Claude C. Wild, Jr. BANCO CENTRAL DE BOLIVIA By /s / H. Duchen Centeno Approved: Government of Bolivia /s/ Nestor Sainz Government of Argentina /s / T. A. Negri 23 DRAFT FORM OF CONFIRMATION To: First National City Bank Corporate Agency Department Attention: Corporate Bond Group 111 Wall Street New York, New York 10015 Re: Yacimientos Petroliferos Fiscales Bolivianos The undersigned purchaser under Contract, dated wherein Yacimientos Petroliferos Fiscales Bolivianos ("YPFB") appears as Seller, hereby acknowledges its obligation, as set forth in such Contract, irrevocably to make all payments for the purchase of gas from YPFB in freely convertible U.S. dollars by cable transfer to First National City Bank, Corporate Agency Department, Il1 Wall Street, New York, New York 10015, U.S.A. in the following percentages: 75% to the credit of the accounts specified in the Lenders Trust Agreement and 25% to the credit of the Bogoc Indemnity Trust Account unless notified by First National City Bank to make 100% of such payments to the credit of the accounts specified in the Lenders Trust Agreement. The undersigned agrees to make prompt payment in full (without reduction for any reason whatsoever) for sic.0 purchases, and to make no claim of any nature relating to said payments upon you. [Name of Purchaser] By 24 ANNEX A Debt Service Payments to IDB A. U.S. Dollars Portion* Amount Outstanding After Each Date Payment Principal Interest Total (Expressed in U.S. Dollars) 11,400,000.00 - - September 23, 1975 11,054,545.45 345,454.55 456,000.00 801,454.55 March 23, 1976 10,709,090.90 345,454.55 442,181.82 787,636.37 September 23, 1976 10,363,636.35 345,454.55 428,363.64 773,818.19 March 23, 1977 10,018,181.80 345,454.55 414,545.45 760,000.00 September 23, 1977 9,672,727.25 345,454.55 400,727.27 746,181.82 March 23, 1978 9,327,272.70 345,454.55 386,909.09 732,363.64 September 23, 1978 8,981,818.15 345,454.55 373,090.91 718,545.46 March 23, 1979 8,636,363.60 345,454.55 359,272.73 704,727.28 September 23, 1979 8,290,909.05 345,454.55 345,454.54 690,909.09 March 23, 1980 7,945,454.50 345,454.55 331,636.36 677,090.91 September 23, 1980 7,599,999.95 345,454.55 317,818.18 663,272.73 March 23, 1981 7,254,545.40 345,454.55 304,000.00 649,454.55 September 23, 1981 6,909,090.85 345,454.55 290,181.82 635,636.37 March 23, 1982 6,563,636.30 345,454.55 276,363.63 621,818.18 September 23, 1982 6,218,181.75 345,454.55 262,545.45 608,000.00 March 23, 1983 5,872,727.20 345.454.55 248,727.27 594,181.82 September 23, 1983 5,527,272.65 345,454.55 234.909.09 580,363.64 March 23, 1984 5,181,818.10 345,454.55 221,090.91 566,545.46 September 23, 1984 4,836,363.55 345,454.55 207,272.72 552,727.27 March 23, 1985 4,490,909.00 345,454.55 193,454.54 538,909.09 September 23, 1985 4,145,454.45 345,454.55 179,636.36 525,090.91 March 23, 1986 3,799,999.90 345,454.55 165,818.18 511,272.73 September 23, 1986 3,454,545.35 345,454.55 152,000.00 497,454.55 March 23, 1987 3,109,090.80 345,454.55 138,181.81 483,636.36 September 23, 1987 2,763,636.25 345,454.55 124,363.63 469,818.18 March 23, 1988 2,418,181.70 345,454.55 110,545.45 456,000.00 September 23, 1988 2,072,727.15 345,454.55 96,727.27 442,181.82 March 23, 1989 1,727,272.60 345,454.55 82,909.09 428,363.64 September 23, 1989 1,381,818.05 345,454.55 69,090.90 414,545.45 March 23, 1990 1,036,363.50 345,454.55 55,272.72 400,727.27 September 23, 1990 690,908.95 345,454.55 41,454.54 386,909.09 March 23, 1991 345,454.40 345,454.55 27,636.36 373,090.91 September 23, 1991 - 345,454.40 13,818.18 359,272.58 11,400,000.00 * Payable in U.S. Dollars 25 B. Netherlands Guilders Portion* A mount Outstanding After Each Service Date Payment Principal Interest Charge Total (Expressed in Netherlands Guilders) 27.512.000,00 - - - August 15, 1975 26.678.303,03 833.696,97 1.100.480,00 68.780,00 2.002.956,97 February 15, 1976 25.844.606,06 833.696,97 1.067.132,12 66.695,76 1.967.524,85 August 15, 1976 25.010.909,09 833.696,97 1.033.784,24 64.611,52 1.932.092,73 February 15, 1977 24.177.212,12 833.696,97 1.000.436,36 62.527,27 1.896.660,60 August 15, 1977 23.343.515,15 833.696,97 967.088,48 60.443,03 1.861.228,48 February 15, 1978 22.509.818,18 833.696,97 933.740,61 58.358,79 1.825.796,37 August 15, 1978 21.676.121,21 833.696,97 900.392,73 56.274,55 1.790.364,25 February 15, 1979 20.842.424,24 833.696,97 867.044,85 54.190,30 1.754.932,12 August 15, 1979 20.008.727,27 833.696,97 833.696,97 52.106,06 1.719.500,00 February 15, 1980 19.175.030,30 833.696,97 800.349,09 50.021.F? 1.684.067,88 August 15, 1980 18.341.333,33 833.696,97 767.001,21 47.937,58 1.648.635,76 February 15, 1981 17.507.636,36 833.696,97 733.653,33 45.853,33 1.613.203,63 August 15, 1981 16.673.939,39 833.696,97 700.305,45 43.769,09 1.577.771,51 February 15, 1982 15.840.242,42 833.696,97 666.957,58 41.684,85 1.542.339,40 August 15, 1982 15.006.545,45 833.696,97 633.609,70 39.600,61 1.506.907,28 February 15, 1983 14.172.848,48 833.696,97 600.261,82 37.516,36 1.471.475,15 August 15, 1983 13.339.151,51 833.696,97 566.913,94 35.432,12 1.436.043,03 February 15, 1984 12.505.454,54 833.696,97 533.566,06 33.347,88 1.400.610,91 August 15, 1984 11.671.757,57 833.696,97 500.218,18 31.263,64 1.365.178,79 February 15, 1985 10.838.060,60 833.696,97 466.870,30 29.179,39 1.329.746,66 August 15, 1985 10.004.363,63 833.696,97 433.522,42 27.095,15 1.294.314,54 February 15, 1986 9.170.666,66 833.696,97 400.174,55 25.010,91 1.258.882,43 August 15, 1986 8.336.969,69 833.696,97 366.826,67 22.926,67 1.223.450,31 February 15, 1987 7.503.272,72 833.696,97 333.478,79 20.842,42 1.188.018,18 August 15, 1987 6.669.575,75 833.696,97 300.130,91 18.758,18 1.152.586,06 February 15, 1988 5.835.878,78 833.696,97 266.783,03 16.673,94 1.117.153,94 August 15, 1988 5.002.181,81 833.696,97 233.435,15 14.589,70 1.081.721,82 February 15, 1989 1.168.484,84 833.696,97 200.087,27 12.505,45 1.046.289,69 August 15, 1989 3.334.787,87 833.696,97 166.739,39 10.421,21 1.010.857,57 February 15, 1990 2.501.090,90 833.696,97 133.391,51 8.336,97 975.425,45 August 15, 1990 1.667.393,93 833.696,97 100.043,64 6.252,73 939.993,34 February 15, 1991 833.696,96 833.696,97 66.695,76 4.168,48 904.561,21 August 15, 1991 - 833.696,96 33.347,88 2.084,24 869.129,08 27.512.000,00 * Payable in Netherlands Guilders 26 ANNEX B Debt Service Payments to IBRD Amount Outstanding After Each Date Payment Principal Interest Total $23,250,000 - - July 1, 1973 22,622,000 628,000 756,000 1,384,000 January 1, 1974 21,994,000 628,000 735,000 1,363,000 July 1, 1974 21,366,000 628,000 715,000 1,343,000 January 1, 1975 20,738,000 628,000 694,000 1,322,000 July 1, 1975 20,110,000 628,000 674,000 1,302,000 January 1, 1976 19,482,000 628,000 654,000 1,282,000 July 1, 1976 18,854,000 628,000 633,000 1,261,000 January 1, 1977 18,226,000 628,000 613,000 1,241,000 July 1, 197' 17,598,000 628,000 592,000 1,220,000 January 1, 1978 16,970,000 628,000 572,000 1,200,000 July 1, 1978 16,342,000 628,000 552,000 1,180,000 January 1, 1979 15,714,000 628,000 531,000 1,159,000 July 1, 1979 15,086,000 628,000 512,000 1,140,000 January 1, 1980 14,458,000 628,000 490,000 1,118,000 July 1, 1980 13,830,000 628,000 470,000 1,098,000 January 1, 1981 13,202,000 628,000 449,000 1,077,000 July 1, 1981 12,574,000 628,000 429,000 1,057,000 January 1, 1982 11,946,000 628,000 409,000 1,037,000 July 1, 1982 11,318,000 628,000 388,000 1,016,000 January 1, 1983 10,690,000 628,000 368,000 996,000 July 1, 1983 10,062,000 628,000 347,000 975,000 January 1, 1984 9,434,000 628,000 327,000 955,000 July 1, 1984 8,806,000 628,000 307,000 935,000 January 1, 1985 8,178,000 628,000 286,000 914,000 July 1, 1985 7,550,000 628,000 266,000 894,000 January 1, 1986 6,922,000 628,000 245,000 873,000 July 1, 1986 6,294,000 628,000 225,000 853,000 January 1, 1987 5,666,000 628,000 205,000 833,000 July 1, 1987 5,038,000 628,000 184,000 812,000 January 1, 1988 4,410,000 628,000 164,000 792,000 July 1, 1988 3,782,000 628,000 143,000 771,000 January 1, 1989 3,154,000 628,000 123,000 751,000 July 1, 1989 2,526,000 628,000 103,000 731,000 January 1, 1990 1,898,000 628,000 82,000 710,000 July 1, 1990 1,270,000 628,000 62,000 690,000 January 1, 1991 642,000 628,000 41,000 669,000 July 1, 1991 - 642,000 21,000 663,000 $23,250,000 $14,367,000 $37,617,000 27 ANNEX C Debt Service Payments to NYSCRF Original Principal - $14,000,000.00 Balance Remaining After Payment Due on August 1, 1971 - $13,282,051.28 Amount Outstanding After Each Date Payment Principal Interest Total $13,282,051.28 - - February 1, 1972 12,923,076.92 358,974.36 464,871.79 823,846.15 August 1, 1972 12,564,102.56 358,974.36 452,307.69 811,282.05 February 1, 1973 12,205,128.20 358,974.36 439,743.59 798,717.95 August 1, 1973 11,846,153.84 358,974.36 427,179.49 786,153.85 February 1, 1974 11,487,179.48 358,974.36 414,615.38 773,589.74 August 1, 1974 11,128,205.12 358,974,36 402,051.28 761,025.64 February 1, 1975 10,769,230.76 358,974.36 389,487.18 748,461.54 August 1, 1975 10,410,256.40 358,974.36 376,923.08 735,897.44 February 1, 1976 10,051,282.04 358,974.36 364,358.97 723,333.33 August 1, 1976 9,692,307.68 358,974.36 351,794.87 710,769.23 February 1, 1977 9,333,333.32 358,974.36 339,230.77 698,205.13 August 1, 1977 8,974,358.96 358,974.36 326,666.67 685,641.03 February 1, 1978 8,615,384.60 358,974.36 314,102.56 673,076.92 August 1, 1978 8,256,410.24 358,974.36 301,538.46 660,512.82 February 1, 1979 7,897,435.88 358,974.36 288,974.36 647,948.72 August 1, 1979 7,538,461.52 358,974.36 276,410.26 635,384.62 February 1, 1980 7,179,487.16 358,974.36 263,846.15 622,820.51 August 1, 1980 6,820,512.80 358,974.36 251,282.05 610,256.41 February 1, 1981 6,461,538.44 358,974.36 238,717.95 597,692.31 August 1, 1981 6,102,564.08 358,974.36 226,153.85 585,128.21 February 1, 1982 5,743,589.72 358,974.36 213,589.74 572,564.10 August 1, 1982 5,384,615.36 358,974.36 201,025.64 560,000.00 February 1, 1983 5,025,641.00 358,974.36 188,461.54 547,435.90 August 1, 1983 4,666,666.64 358,974.36 175,897.43 534,871.79 February 1, 1984 4,307,692.28 358,974.36 163,333.33 522,307.69 August 1, 1984 3,948,717.92 358,974.36 150,769.23 509,743.59 February 1, 1985 3,589,743.56 358,974.36 138,205.13 497,179.49 August 1, 1985 3,230,769.20 358,974.36 125,641.02 484,615.38 February 1, 1986 2,871,794.84 358,974.36 113,076.92 472,051.28 August 1, 1986 2,512,820.48 358,974.36 100,512.82 459,487.18 February 1, 1987 2,153,846.12 358,974.36 87,948.72 446,923.08 August 1, 1987 1,794,871.76 358,974.36 75,384.61 434,358.97 February 1, 1988 1,435,897.40 358,974.36 62,820.51 421,794.87 August 1, 1988 1,076,923.04 358,974.36 50,256.41 409,230.77 February 1, 1989 717,948.68 358,974.36 37,692.31 396,666.67 August 1, 1989 358,974.32 358,974.36 25,128.20 384,102.56 February 1, 1990 - 358,974.32 12,564.10 371,538.42 $13,282,051.28 $8,832,564.06 $22,114,615.34