CONTRACT FOR THE SALE AND PURCHASE OF STEAM COAL No. 006/KTP-BT/AGR/VIT/2010 his agreement is made on Jul 8", 2010 by & between The seller PY. KARYA TANGGUH PERKASA JL. Te. H. Juanda III No. 108, Kel. Kebon Kelapa, Kec. Gambir, Jakarta Pusat, Indonesia The Buyer BULK TRADING S.A Piazza Molino Nuovo 17 H-6900 Lugano Switzerland The Seller agrees to sell and the Buyer agrees to purchase the following material on the terms and conditions below: 1. SHIPMENT PERIOD 1st week of July 2010 - prompt 2. QUANTITY and comoprTy KTP Steam Coal ~ 5400 GAR 3700MT (+/- 10% moloo) 3. SPECIFICATTONS Specifications of the coal air dried basis unless otherwise stated and measured according to ASTM Standards shall be as follows Typical Rejection ™ (AR) 188 > 22% ™ (aD) : 118 approx Ash (AD) 108 > 128 ‘sul (AD) 21.78 > 2.08 Gcv (@R)—: 5400 < 5200 Keal/kg Size 0-50mm: 90% < 90% 4. PRICE a) Delivery Price (Basis GCV (ar) 5400 Keal/kg) is FAS Samarinda Anchorage: US$ 75.00/mt aWEIGHING Quantity of loaded steam coal will be determined by ship's draught survey at discharge port by independent nominated and agreed by Buyers and Sellers, This weight is final and binding for both parties to this contract. The cost for the draught survey shall be borne by the Buyer surveyor SAMPLING AND ANALYSIS 6.1 A gross sample of each shipment shall be taken by independent surveyor: CCI which is nominated and agreed by Buyers and Sellers at loading port in accordance with ASTM Standard practices at a point close to the point of ship loader and the sample will be analyzed for proximate analysis and size based on the standards as required by Buyer. Quality and size certificate issued by this surveyor shall be final and binding on both parties to this contract 6.2 Each representative sample shall be divided into three parts to provide: one sample for shipment analysis - one sample for the Buyer one sample which shall be retained by independent surveyor in a suitable airtight container properly sealed and labeled until 90(ninety) days after the loading of the vessel 6.3. In the event that either party wishes to challenge the result of any analysis made at the port of loading or discharging. It shall do so within 30 (thirty) working days from shipment being discharged at discharging port. In such event the umpire taken at the loading port. shall be sent to an independent laboratory agreed by both parties. The costs and expenses of such further analysis shall be borne by the party requesting such analysis 6.4 In the event that the results of the reanalysis are deviating considerably from the first analysis report or should one party prove any inaccuracy in taking the samples or the analyzing, both parties will discuss in good faith to clarify the situation and agree on a now analysis result for invoicing purposes n &BONUS/PENALTY CALORIFIC VALUE Should actual calorific value on gross as received basis be above or below 5400 kcal/kg, then the invoice price shall be adjusted according to the following formula Actual Calorific Value (gross as received) FAS price/Mr x oom mo - 5400kcal/Kg SHIPPING TERMS The cargo to be discharged on to Buyer’s mother vessel, MV Rapier, currently anchored at Muara Berau Anchorge, East Kalimantan, Indonesia The barges being supplied by Seller must be alongside vessel or standby at Anchorage at the latest July 10, 24:00 local time and will be discharged under CQD terms However barge ETA alongside vessel will be adjusted in accordance to the article 9.1 PAYMENT 9.1 PAYMENT Buyer shall remit via TT to Seller's nominated account 85% of the cargo value for vessel to commenced sail from seller’s jetty to designated anchorage point or Vessel and remaining 15% of the cargo value within 3 banking days upon receiving the following shipping documents a.Seller’s Commercial Invoice b.A full set (3/3) of Clean on Board ocean Bills of Lading plus 3 Non ~ Negotiable copies consigned to the lex of Buyer with freight payable as per charter party c.Certificate of Analysis issued by PT. Surveyor CCI, in 1 original ¢ 2 copies. d.Certificate of Weight ¢ Draft Survey Report issued by PT. Surveyor CCI, in 1 original @ 2 copies. e.Surat Keterangan Asal Barang issued by KP Holder, in 1 copy £.Surat Keterangan Pengiriman Barang issued by KP Holder, in 1 copy. All required documents as mentioned above shall be faxed to Buyer’s Jakarta office (at +62.21.5794.8334) within 3 (four) working days after the completion of loading, except for Bill of Lading, Surat Keterangan Asal parang (issued by KP Holder], and Surat Keterangan Pensirssan py a10 12 13 14 1s Baran after ssued by KP Holder) should be faxed within 2 etion of lading, and original Buyer's representative after being issued. FORCE MAJEURE In the event of contingencies beyond the control of either Party and without his faults or negligence including but not restricted to acts of Public Enemy, Acts of the Government, Acts of God, Fire, Landslides, Floods, Epidemics, Quarantine, Riots or Strikes by local people Seller's operation, from which the in the area interrupting affected Party cannot reasonably relieve himself by giving security or otherwise, the contract will be suspended until such causes cease to exist In such event the parties hereto shall, in good faith discuss and seek for the most favorable solution available ASSIGNMENT Neither party shall assign any rights or obligation under this agreement without the prior written consent of the other party ARBITRATION Any dispute arising during execution of this contract shall be settled amicably by mutual agreement between the contracting parties. Should no agreement be reached within 30 (thirty) days, the Indonesian National Arbitration Board (INAB) then the dispute shall be submitted for settlement to by one or more arbitrators appointed in accordance with the rules. The decision of the INAB shall be final and binding upon both parties AMENDMENTS Any amendments of this contract shall be in the form of an addendum in writing to be signed by Buyer and Seller. such addendum if so signed shall thereafter form an integral part of this contract 15.1 15.2 | WAIVER DEFAULT This Contract comes into effect immediately upon signing by Seller and Buyer. Any failure of either party to insist on any or more instances upon strict performance of any provisions of the contract or to exercise any of its rights herein, shall not be considered as a relinquishment of any right, but the same shall continue and remain term of the contract. Neither party shall in any circumstances be liable for any special, consequential, direct or indirect loss, damage, harm or injury suffered or incurred by the affected party beyond the actual cost outlayed by the affected party in the rectification of any breach of the agreement by the other party. However, the affected party shall give the other party a reasonable opportunity to achieve such rectification at its own cost before outlaying or incurring any costs of Uh ogrectification 15.3 In the event that one or more of the provision in this Agreement shall, for any reason be held by a court of competent jurisdiction to be invalid, void or unenforceable in any respect, such holding; shall not. affect any other provision of this Agreement 16. GOVERNING LAW This agreement and the rights, privileges, duties and obligations of the parties herein under shall be construed to be in accordance with the law of Indonesia 17. ENTIRE AGREEMENT This contract contains the entire agreement between the Buyer and Seller in relation to the sales and purchase of coal and supersedes all prior negotiation, understandings agreements whether written or oral. in contract and relation to that This contract is to be kept strictly private and confidential and should not be disclosed to other party without prior consent from the other contract party To signify understanding agreement and acceptance of the above, both parties have fixed their signature below: AK Bre YEN ye) P10 Fafcaah 635 O00 I Rubyanto Konala Michelle Ortelli Alberto Ravano