CONTRACT

FOR SUPPLY & PURCHASE OF STEAM COAL

BETWEEN

SELLER

________________________
JL. _____________________
____________________________
Tel: +62 ----------------------------
Fax: +62 ----------------------

AND

BUYER

---------------------------------
--------------------------------------------------
------------------------------
---------------------------------------------------------------
-------------------------

Contract Reference
No. 036/____-______/JUL/2017

Date : July 12 2017

(Pages including cover - 7 pages)

CONTRACT NO. 036____-___/JUL/2073

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CONTRACT FOR SALE & PURCHASE OF INDONESIAN STEAMING COAL IN BULK
No. 036/____-____/JUL/2017

------------------- Co., Ltd., a company incorporated under the laws of Korea, having its registered office
---------------------------------------------------------------------------------------------, hereinafter referred to as
“BUYER”

And

PT………………, a Company incorporated under the laws of Indonesia, having its registered office in
Jl.-------------------------------------, hereinafter referred to as “SELLER”.

WITNESSETH

WHEREAS, both parties have agreed upon the following terms and conditions of coal supply agreement with
the recognition of the foregoing and with mutual understanding that each party will perform its obligation in
accordance with the principle of trust and good faith as set forth herein and now, therefore, the parties hereto
agree as follows:

DEFINITIONS

"Coal" shall mean Indonesian Steam Coal Crushed to be supplied in accordance with the provisions of this
Contract. The said coal will come from the mine in East Kalimantan, Indonesia.

“Dollar (s)” or the symbols of “USD, US$, $ and Cents” where used shall refer to the currency of the United
States of America.

“Loading port” shall mean one Jetty Kartanegara Perkasa, Angana for 300 feet max.

"Independent Surveyor" means the independent authority mutually agreed between the Seller and the Buyer
to sample and/or analyze the Shipment and/or to determine the weight of the Shipment as per Buyer request.

"Metric Ton" (or "Tonne") means a unit of weight equals to 1,000 (one thousand) kilograms.

“ARB” means Air Receive Basis

“ADB” means Air Dried Basis

“GADB” means Gross Air Dried Basis

“CV” means Calorific Value

TERM

The term of this agreement shall be mutually agreed in writing.

NAME OF COMMODITY AND PORT

1. Commodity : Crushed Coal in Bulk

Name of Mine : PT. ________________

CONTRACT NO. 036____-___/JUL/2073

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 Country of Origin : Indonesia
Loading Port : Jetty ------, Palaran, East Kalimantan
Barge size : 300 feet

2. Quantity:
70,000 MT +/- 10%

QUALITY

As per ASTM standard method

Typical Rejection
Total Moisture (ARB) 34% above 36%
Inherent Moisture (ADB) 14-15%
Ash (ADB) 5% above 8%
Volatile matter (ADB) Approx.
Fixed carbon (ADB) By Difference
Sulphur (ADB) 0.8% above 1.0%
Gross Calorific Value (ADB) 5,500Kcal/kg below 5,300Kcal/Kg
Size 0 - 50 mm 90% min

Buyer needs to acquire coal samples and pre shipment analysis procedures and those samples will be sent to
third party surveyor. If the sample specifications result are lower than the guaranteed specifications, buyer
has the right to reject the cargo and Seller has the obligation to substitute the cargo as per guaranteed
specifications.

QUALITY AND QUANTITY DETERMINATION

All Sampling and sample analysis necessary pursuant to the term of this agreement shall be made in
accordance with the ASTM Standards test method.

A Certificate of Sampling and Analysis shall be issued by the independent surveyor PT.SUCOFINDO as per
Buyer request. Such quality determination shall be final and binding upon Seller and Buyer and it shall be the
basis for settlement for the purposes of this Agreement. The cost of inspection sampling and analysis shall be
borne by the Seller.

The weight of the shipment shall be determined to the nearest tonne at the Loading port only by a draft
survey conducted by the Independent Superintending Company, which Seller shall pay the cost of the draft
survey.

The Independent Superintending Company shall issue a Certificate of Weight, which shall be final and
binding upon Seller and Buyer and it shall be the basis for settlement under this agreement. The Independent
Superintending Company for this shipment is PT. SUCOFINDO Buyer shall appoint PT. SUCOFINDO on
behalf of Seller with the cost borne by Seller.

Buyer shall have the right to cause its designated personnel to attend and observe the loading operations at
the loading operation port at its expense. In such event, Seller shall cooperate with such attendance and
observation.

CONTRACT NO. 036____-___/JUL/2073

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PRICE

The coal price for the shipment shall be at

Rp. 550.000,-/MT for 70,000 MT

For the FOB Barge at the loading port, on 5,500 Kcal/kg GCV AdB basis.

PREMIUM/PENALTY

- If the Calorific Value at the loading port is below 5,300 Kcal/kg or above 5,500 Kcal/kg (not less
than 5,300 Kcal/kg) ADB, the price shall be adjusted according to the following formula:

 Adjusted Price : Invoice Price = Base Price x actual CV ARB

5,500 Kcal/kg

- If the Calorific Value at the loading port is below 3,800 Kcal/kg ARB, the price shall be adjusted
according to the following formula:

 Adjusted Price : Invoice Price = Base Price x actual CV ARB x 0.8

5,500 Kcal/kg

- Sulphur Penalty:

 Should actual sulphur content exceed 0.8% but below the rejection level 1.0%, then the
price shall be deducted Rp. 3.000,-/MT for every 0.1% increase in the sulphur content.

PAYMENT

1. Payment made per barge and divided into 3 phases as follows:

Phase 1. 50% paid after signing contract and checking cargo at Jetty per barge.

Phase 2. 40% paid start loading to barges.

Phase 3. 10% after the full original document submitted to the buyer.

(1) 1(one) original and 1(one) copy of the Seller’s commercial invoice duly signed showing detail of
calculation of total tonnage loaded.
(2) 3(three) original and 3(three) copies Bill of Lading evidencing Shipment of coal corresponding with
weight shown in Certificate of Weight, as per independent surveyor.
(3) 1(one) original and 3(three) copies of certificate of weight.
(4) 1(one) original and 3(three) copies of certificate of sampling and analysis.
(5) 1(one) original and 2(two) copies SKAB/Surat Kirim Barang
(6) 1(one) Copy of PNBP Paid.

Or any other mutually agreed payment in writing.

CONTRACT NO. 036____-___/JUL/2073

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2. Buyer shall make the remittance of the total amount shown in Seller’s invoice to Seller’s account:

Bank Name : ----------------------

Address : Kantor Cabang ______________
Account Name : PT. ________________
Account No. (US$) : -----------------------
Swift Code : -------------------------

Cost, bank charges and fee associated with the telex transfer stipulated in article “PAYMENT” shall be borne
by Buyer and all the cost, charges and fees incurred by Seller in receiving and deposit such remittance shall
be borne by the Seller.

INSURANCE

Insurance on cargo shall be for Buyer’s account.

SHIPPING TERMS

Buyer is responsible for the chartering of the barge and Seller is responsible for the loading. Buyer shall
propose by telex, e-mail or fax to the Seller the barge nomination not later than 7(seven) days before her
ETA at loading jetty. The Seller shall confirm by e-mail or fax acceptance of the Seller’s nomination vessel
with one working day.

1. NOTICE OF READINESS (NOR)

Both parties agree that the notice of readiness shall be tendered by Tug/Barge after arrival at the
loading port anytime day or night.

2. In case the barge is not arrived within the agreed laycan, detention/demurrage cost will be payable by
the buyer as per charter party on daily basis, prorated to apply for time and barge arrival date, the
barge already agreed by both parties and laycan will be mutually agre ㅋ ed and starting on:

3. Barge Demurrage and IBM:

- If loading completed less than 4,000 MT/DAY for each barge caused by any Seller’s
negligent/failure then barge(s) demurrage(s) will be charged to Seller and barge demurrage(s)
calculation shall base on statement of fact/time sheet/demurrage statement made by barge(s) agent
for and on behalf of barge(s) owner and charges shall not be applicable during the official
recognized holiday in Indonesia(Idul Fitri(2 days), Idul Adha and Christmas Day).

- The barge demurrage cost will be 20,000,000 Ruphia per day.

- In case of barge(s) waiting for loading caused by waiting for available jetty then Seller shall take
responsibility and will pay for all barge waiting charge(s) and detention(s).

- IBM document will be served and paid by “Seller”.

4. The jetty accept barge 300 feet and the width max. 22.0 metres.

CONTRACT NO. 036____-___/JUL/2073

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FORCE MAJEURE

- In the event of contingency beyond the control of either party and without its faults or negligence,
including but not restricted to the acts of public enemy, acts of the foreign government, fires, floods,
epidemics, quarantined restrictions, strikes and freight embargoes and from which the affected party
cannot reasonably relieve itself by giving security or otherwise, the contract shall be suspended until
such causes cease to exist.

- Is the state of force majeure persists more than 90(ninety) days, the contract shall be considered
cancelled, unless otherwise agreed upon, with regard to the undelivered portion. In order the
provisions of this clause become operative, the party of the contract affected by the force majeure
conditions must furnish the other party with written notice about the nature and extent of conditions
promptly.

NOTICES

Any notice required or permitted by this agreement shall be in writing and in the English Language and may
be delivered personally or may be sent by telex, facsimile or prepaid registered mail addressed to the parties,
as follows:

If to SELLER:

PT. ________________
JL. __________________________

Phone : +62 _______________

Fax : +62 ______________
Email : ---------------------
Attn. : Mr.....................

And

If to BUYER:

---------------------------------.
---------------------------------------------------------
Phone : +82 ---------------------------------------
Fax : +82 --------------------------------------
Email : ------------------------------------------
Attn. : --------------------------------------------

ASSIGNMENT

Neither Seller nor Buyer shall assign the whole or any part of its rights and obligations hereunder directly or
indirectly without the prior written consent of the other party, except that either party may assign this
contract and/or any of its rights to any affiliated company with the consent of the other party, which consent
not to be unreasonably withheld.

APPLICABLE LAW AND JURISDICTION

CONTRACT NO. 036____-___/JUL/2073

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This Agreement shall be governed and construed in accordance with the Indonesian law. Any dispute that
may arise out of or in relation to this Agreement which cannot be settled by mutual understanding between
Seller and Buyer, shall be referred to Indonesia National Arbitration Board/Badan Arbitrase Nasional
Indonesia/BANI in Jakarta

LIABILITIES

Neither party shall be liable for indirect or consequential damages, or for specific performance.

TAXES

All parties shall be responsible for its own taxes and/or duties in accordance to Indonesia Taxation
Regulation.

TITLE

Title and Risk of loss of coal shall be passed from Seller to Buyer as coal passes the railing on the barge.

ENTIRE AGREEMENT

This agreement contains the entire agreement and understanding between the parties hereto in respect of the
subject matter of the agreement, and supersedes all prior agreements, commitments, representations and
understandings and discussions between the parties.

OTHER CONDITIONS

Where not in conflict with the foregoing, Incoterms 1990 Edition including subsequent amendments as
applicable on the date of this contract to apply.

For and on behalf of For and on behalf of

THE SELLER: THE BUYER:

PT. ______________________ ----------------------------------.

____________________ -------------------------------
Director Director

CONTRACT NO. 036____-___/JUL/2073

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