SALE AND PURCHASE CONTRACT

FOR INDONESIAN ORIGIN

TERMS : FOB MOTHER VESSEL

PARTIES TO CONTRACT

AS SELLER

AND

AS BUYER

Pages

CONTRACT NO. xxxxxxxxxxxxxx

CONTRACT DATE: xxxxxxxxxxxx

Total Number of Pages Including Cover and Annexure: 11

This contract made and entered into this xxth of November, 2008 by and between:

BUYER Name :

Address :

Tel :

Fax :
Email :

Represented by :

Director hereinafter

Referred to as Buyer

WHEREAS Seller agrees to sell and deliver and Buyer agrees to purchase, accept delivery of
and pay for coal on terms and conditions set out in this Agreement.

NOW THIS AGREEMENT WITHNESSETH AS FOLLOWS:

DEFINITIONS:

In this Agreement unless the context other wise requires:

1. “ADB” means Air Dried Basis

2. “AR” means as Received Basis
3. “ASTM” means the standards prescribed by American Society fo Testing and
Materials.
4. “Business Day” means the period between the hours of 8 am to 4pm on the day other
than Saturday, Sunday or any public holidays.
5. “Demurrage” means a charge payable in the event the Seller is unable to complete
loading a ship within to agree Lay time.
6. “Dispatch” means the charge payable in the event Seller completes loading the ship
before the end of agreed Laytime.
7. “Kcal/Kg” means kilocalories of energy per kilogram of coal.
8. “USD”, means (unless otherwise specified) he currency of theUnited States of
America.
9. “Tonne”,”Tons”,”Tonnes”,”MT”, means a metric tonne of 1000 kilograms
10. “GVC” means the gross caloric value oh the Coal.
11. “FOBT” means loaded Free on Board the Mother Vessel and Trimmed.
12. A fraction of a cent in any calculation shall be rounded up to the nearest cent if such
fraction is one half of a cent or more, and shall be rounded down when otherwise.
13. “Pratique” means permission to do business at a port by a ship that has complied with
all applicable local health regulations.
ARTICLE 1 – MATERIAL

Coal deliverable hereunder shall be Indonesia Steam (Non-Cooking) Coal in Bulk from PT

ARTICLE 2 – QUANTITY

Seller shal deliver and Buyer Shall purchase FOB MV shipments each consisting of 70.000
MT ± 10% for a period of 12 months at VESSEL’S option. The first shipment shall be on a
trial basis and on successful completion of this shipment the Buyer shall reconfirm other
shipments. The final loadable quantity will be decided by Master of the performing vessel
and communicated directly to the Seller via the vessel’s agent inIndonesia.

ARTICLE 3 – PRICE

3.1 USD 93.00 per Metric Ton (USNinety Three Only) FOB Mother Vessel. Ancorage in
South Kalimantan, Indonesia, basis GVC (ADB) 61-6300 Kcal/Kg and Total Moisture (AR)
10%.

3.2 Price shall be reviewed every Three (3) Months from the first shipment which comes
first and/or any force majeure or maybe subject to price raises that are beyond the control of
the seller. All price increases are to be discussed in a business like manner by both parties
prior to a shipment being made.

The parties agree that in the event of the fuel price increase from the Basic Fuel Price then the
Price shall be adjusted through this following formula:

PP = {[CFP-BFP] x 10L} + BP

Description:

PP : Purchasing Price per Metric Tons after adjustment (In USD)

BP : Basic Price

BFP : Basic Fuel Price

CFP : Current Fuel Price, in this matter shall be the Current monthly Fuel Price granted by
the authorized Government Agency in Indonesia (PERTAMINA) which is effective during
the sale and purchase transaction.

ARTICLE 4 – SHIPMENT DATES

The Buyer to the Seller shall effect the first shipment immediately after 45 days from the date
of opening of L/C.

Exact lay can for each shipment to be mutually discussed and agreed between Buyer and
Seller.
ARTICLE 5 – QUALITY DETERMINATION

5.1 The quality of coal to be supplied hereunder shall be with the following typical
specifications determined and analyzed as per ASTM standard by PT
Sucofindo/Geoservice,Indonesia. All percentage used refer to percentage by weight.

Parameter Basis Contract Rejection

Specification
Total Moisture ARB 16% > 18%
Inherent Moisture ADB 10% >14%
Ash Content ADB .12.5% 15%
Volatile Matter ADB 39% 44%
Fixed Carbon ADB By Difference
Total Sulfur ADB > 0,32% > 1%
Gross Caloric Value ADB 6100 – 6300 kcal/kg Below 6100

kcal/kg
HGI (as per ASTM Standard) 40 44
Size 0-50 mm 90% min

Seller shall appoint PT Sucofindo/ GeoserviceIndonesia, as surveyors to carry out the

sampling and analysis of the sample of the material shipped at the loading port which shall be
final and binding on both parties. The surveyor on board the vessel shall draw the samples at
the time of loading of the cargo on the mother vessel.

5.2 The method of sampling and analysis shall be determined according to ASTM Standard.

5.3 The costs of inspections for sampling and analysis described in this Article 5.1 shall be
borne by the Seller.

5.4 The consignment should be accompanied by certificate of sampling and analysis as per
ASTM standard.

5.5 At least 10 days prior to the 1st day oh the loading port lay can, Buyer has the option to
appoint an independent inspection agency of his choice, to carry out a pre-shipment stockpile
analysis of coal at each jetty from which the barge loading will be carried out. The
inspections agency would report the total quantity available for loading, the quality of coal
available for loading and also indicate that the seller is holding the cargo in ownership.
Nominations of vessel would be subject to readiness of at least 80% of the full shipment size
and upon satisfactory reporting by the inspection agency on their pre-shipment
inspections/analysis. All costs for this pre-shipment analysis would be borne by the Buyer.

5.6 Buyer shall have an option to appoint an independent inspection agency of his choice as
a witness to carry out sampling and analysis at the time of loading.

5.7 One set of raw samples drawn by the surveyors on board the vessel shall be duly sealed
and signed by the surveyors and handed over to the witnessing agency before leaving the
mother vessel. If required, this sample may be used as the umpire sample, in case of any
variation between the quality determined by the surveyor and the witnessing inspection
agency.

ARTICLE 6 – QUANTITY DETERMINATION

6.1 The Seller shall appoint PT. Sucofindo/ GeoserviceIndonesia, to determine the weight of
cargo loaded onto the vessel and issue a certification of weight, which shall be final and
binding on both parties.

6.2 The certified weight shall be determined by draft survey of the carrying vessel at
theLoadingPortutilizing the vessel’s immersion scale of weight.

6.3 A fraction of a ton shall be rounded up if such fraction is not less than one half of one ton,
and shall be rounded down otherwise.

6.4 Such quantity as certified by PT Sucofindo/ GeoserviceIndonesia, shall be the basis for
determination of the amount payable of the Buyer to the Seller for the shipment.

6.5 The cost of such draft survey shall be borne by the Seller.

ARTICLE 7 – PRICE AND QUANTITY ADJUSTMENT

In the event the quantity of coal supplied as determined by PT Sucofindo/

GeoserviceIndonesia, may vary from the specification set out in ARTICLES 5 : QUALITY,
then adjustment to the invoice shall be made in accordance with the following provisions.

7.1 If the actual Total Moisture (TM) as determined by PT Sucofindo/ GeoserviceIndonesia,

at theLoadingPortis in excess of 16% (ARB), and such excess TM shall be deducted from the
B/L weight for the purpose of invoicing, as per following formula :

BL Weight x (100 – (Actual TM – 16)

Adjusted Weight =

100

For actual TM less than 16%, no bonus is applicable

7.2 If the actual Gross Colorific Value (GVC) ADB, as determined by PT Sucofindo/
GeoserviceIndonesia, varies from 6000 kcal/kg, then the price shall be adjusted by the
following formula.

FOB Price x Actual GVC

Invoiced Price =

5900
7.3 Ash – A penalty of USD 0.25 per MT shall be applicable for each 1% of Ash above 13%
up to 25% fraction pro-rata. BEYOND 25% THE BUYERS RESERVE THE RIGHT TO
REJECT THE CARGO.

7.4 Buyers reserve the right to reject the cargo in the event the result of analysis by PT
Sucofindo/ GeoserviceIndonesiais found to exceed/ go below the limits specified under the
Heading ‘Rejection’ in Clause 5.1 of this contract.

ARTICLES 8 – PAYMENT AND DOCUMETATION

8.1 PAYMENT TERMS:

After signing of contract the Buyer shall open Irrevocable at SIGHT at HSBC in favor of the
Seller open a Performance Bond in Five (5) bank working days amounting to 3% (Three
Percent), of FOB value of contract. The entire shipment value shall be covered by the
Irrevocable Letter of credit at sight negotiable against following documents:

1. One (1) original plus four (4) copies of Seller’s manually signed and stamped
Commercial Invoice showing the basis on which the price is calculated in accordance
with Clause 5,6, & 7.
2. Full set of “clean on board” charter party bill of lading consigned to the order of bank
and notified applicant-marked freight payable as per charter party.
3. Manually signed One (1) original plus three (3) copies of certificate of sampling &
analysis-issued in accordance with clause 3.
4. Manually signed One (1) original plus three (3) copies of certificate of weight issued
in accordance with clause 6.
5. Manually signed One (1) original plus two (2) copies of certificate of origin issued by
the Indonesia Chamber of Commerce of equivalent Government Authority.
6. Manually signed One (1) original plus one (1) copy of statement of Draft Survey
issued in accordance with clause 6.
7. A undertaking statement declaring that copy of One (1) set of Negotiable Shipping
documents are already sent by fax for Custom and port clearance at the destination,
within 5 (five) business days from date of sailing of the vessel.

8.2 All bank charges at SELLER end shall be borne and paid for by SELLER. All bank
charges at BUYER end shall be borne and paid for by BUYER.

8.3 TT Reimbursement is allowed

8.4 Charter party Bill of Lading is allowed.

8.5 Third party Document are acceptable, expect bill of exchange and Commercial Invoice.

8.6 Payments should be credited with 3 workings after all documents are submitted in bank.
ARTICLE 9 – VESSEL NOMINATION, LOADING TERMS AND DEMURRAGE/
DESPATCH SETTLEMENT

9.1 Buyer shall nominate the vessel at least fourteen (14) days prior to her ETA at the
loading anchorage.

9.2 Coal shall be loaded to buyer’s nominated vessel at the rate of 8,000 MT PWWD
SHINC provided the nominated vessel is equipped with minimum 4 x 25 T cranes each fitted
with minimum 8 cbm gras. In case of any breakdown occurring with either gear or grabs, the
loading rate shall be pro rate on number of cranes and grabs working during such occurrence.

9.3 Lay time shall commence 12 hours after vessel’s agent tendering NOR, unless loading is
sooner commenced in which case time actually used for loading shall count as lay time
WIPON, WCCON, WIFPON. In the event the seller is not unable to load the cargo upon
vessel’s arrival and tendering NOR as above, the seller will bi liable for all consequential
losses including demurrage, etc.

9.4 If unable to load the full quantity as decided by the Master of the vessel, the seller be
liable for that freight for the quantity short loaded. Such dead freight, if any, shall be adjusted
through the L/C and deducted from the invoice value.

9.5 Stevedoring damage – any damage caused by the stevedores at the loading port shall be
reported by the Master to the stevedores in writing within 48 hours of such occurrence. The
seller shall be responsible for settlement of all stevedoring damage claims at load port
directly with the master/ owners and in case of non settlement by the seller, than the buyer
shall have the right to adjust the same against the L/C payment by a proper debit note.

9.6 Demurrage/ Dispatch rates per day shall follow the terms and conditions as per relevant
charter party. Buyer shall declare the demurrage/ half dispatch rate of the charter party, and
the time of vessel nomination. The seller shall be liable to pay to the Buyer all demurrage in
respect of the time required to load the vessel in excess of lay time of the rate of the relevant
charter party per day (pro-rata) for all time in excess of lay time. The buyer shall be liable to
pay to Seller Dispatch in respect of time of lay time saved in loading the vessel at the rate of
the rate of the relevant charter party per day (pro-rata). The seller/ buyer (as the case maybe)
shall notify the other party by facsimile of amount of Demurrage or Dispatch due at the
completion of loading of each shipment.

9.7 Demurrage and dispatch money, under this agreement shall be agreed directly between
Buyer and Seller, after completion of loading and issuance of the Statement of facts. Once the
vessel is on demurrage, the time on demurrage shall not be subject to any lay time exception,
and all time to count for calculation of demurrage. Demurrage/ dispatch calculation shall be
made on the basis of ‘Statement of Facts’ signed by the Master/ Owner’s agent at loading
point. The seller or the buyer (as the case maybe) shall pay the other Party the Demurrage
charge or Dispatch bonus at the loading port within 15 (fifteen) days after completion of
loading. The demurrage/ dispatch amount to be settled out of the L/C.

9.8 Notice of Readiness:

Notice of Readiness shall be tendered at the nominated loading port/ anchorage any time day
or night Sunday orHolidayinclude (ATDN SHINC) NOR shall be tendered by the master or
the vessel’s agents or by chatterers by telex/ fax/ email. NOR is deemed accepted as soon as
tendered in accordance with the contract. Master may tender NOR from place of stoppage
assigned by the Harbor Master by wire or written notice.

9.9 Buyer shall give notice to Seller at least 7/5/3/2/1 day prior to the expected data of arrival
of the nominated vessel suitable for loading at the Anchorage Loading Point.

9.10 Any time lost in waiting for completion of Seller’s export formalities will be to seller’s
account.

9.11 The buyer reserves the right to nominated the performing vessel after they have received
a certificate an independent surveyor of their choice, at seller’s option certifying at least 80%
of the cargo is ready at the jetty (ies), quality is as per contract and that the cargo is being
helped in ownership by the seller. Cost of such certification if any will be buyer’s account.

9.12 Seller’s guarantee 1 (one) safe anchorage where the vessel shall always be afloat Seller
also guarantee suitable draft at anchorage point for the vessel and for loading the contacted
quantity.

9.13 The loading of the vessel shall commerce within 2 days of arrival of the vessel at the
load port otherwise the buyer have the right to move the vessel from the load port and forfeit
the PB and also reserves the right to claim all damages for diverting the vessel or procuring
cargo from other source/s at a higher price.

9.14 The loading should complete within 10 days of the arrival of the vessel at the load port
otherwise the buyer has the right to sail the vessel and claim all damages including
demurrage and dead freight, if any.

ARTICLE 10 – TITLE, RISK AND LIABILITY

10.1 Title with respect to shipment shall pass on to Buyer when Seller has received whatever
payment due to him after adjustment for quality, quantity shortage, dead freight, demurrage
stevedoring damages, if any, etc, for each shipment.

10.2 Risk with respect to shipment shall pass to the Buyer when the material passes the
ship’s side rail the loading port/ anchorage.

ARTICLE 11 – TAX AND DUTIES

All taxes, duties, levies, dues, etc, of the loaded onto the vessel if any, at the port of loading
to be paid by seller and similarly, at the port of unloading shall be to Buyer’s account.

ARTICLE 12 – BUYER’S OBSERVATION

Buyers at their own expense shall reserve the right at any time to observe or airport an
observer/representative/third party international agency during mining and stockpiling of the
coal for the shipment, sampling and analysis, loading and weighting at the
stockpile/jetty/loading port/anchorage for which Sellers shall extend all necessary
cooperation.
ARTICLE 13 – INSURANCE

Buyer shall at his or her own expense, arrange for suitable marine insurance covering for the
material shipped by Seller.

ARTICLE 14 – LIMITATION ON ASSIGNMENT

Neither party may assign the whole or any part of its rights or obligation under this contract
to a third party without the prior consent in writing of the other party.

ARTICLE 15 – FORCE MAJEURE

Either party shall be relieved of its obligations and responsibilities under this contract, if the
performance of this Contract is wholly or partially prevented and/ or delayed by act of God
and any other causes beyond the control of either party such as Fire, War and Flood. Either
party shall promptly give notice to the other party of any force majeure event effecting its
obligations under this contract along with documentary evidence and certified by certification
of the same from Representative Chamber of Commerce. If such notice is given, the
obligations and responsibilities of the party giving such notice as well as the corresponding
obligations and responsibilities of the other shall be relieved to the extent made necessary by
and during the continuance of force majeure.

In the event that a delay, interruption or failure occurs or is likely to occur, the party directly
affected shall promptly notify the other party by cable or telex, and shall also within ten (10)
day thereafter notify the other party in writing of particulars of the relevant event and
supporting evidence as well as certification from the respective Chamber of Commerce.

The party so affected shall make its best efforts to remove the cause of delay in compliance
with its obligations under this Agreement. Upon the removal of the cause of delay,
interruption of failure, the party so affected shall notify the other party by cable of telex, and
writing within ten (10) day thereafter, of such removal or resolution. Contacting party
obligation to perform the contract shall continue to remain in force as soon as the force
majeure condition ceases.

ARTICLE 16 – ARBITRATION

All disputes or difference whatsoever arising between the parties out of or relating to the
construction, meaning and operation or effect of this Contract or the breach thereof shall be
settled by arbitration in Singapore, in accordance with the rules of Arbitration of International
Chamber of Commerce (ICC) and the award made in pursue thereof shall be binding on both
parties.

The arbitration shall be governed by English law and shall be conducted in English language.
The Arbitration shall be borne by the losing party. Should there be no such losing party or
winning party as in the case of a compromise, the expense shall be borne by initiating party,
except in cases where the Seller and the Buyer agree otherwise on mutual consultation or
where the Arbitrator gives a specific Award shall be respected.
ARTICLE 17 – LIABILITY

The liability of a party in respect of any claim brought by the other party based on failure of
the first party to fulfill its obligations under Agreement shall be limited in any event to
liability for loss suffered by the by the party aggrieved, excluding loss of profit and
anticipated profit and all indirect or consequential loss or damage to the party aggrieved.

ARTICLE 18 – NO WAIVER

No waiver by either of any provision of this Contract shall be binding unless made expressly
and expressly confirmed in writing. Further, any such waiver shall relate only to such matter,
non- compliance or breach as it expressly relates to and shall not apply to any subsequent or
other matter, non-compliance or breach.

ARTICLE 19 – APPLICABLE LAW

This agreement shall be governed by any construed in accordance with English Law and each
of the parties hereby submits to the exclusive jurisdiction of the courts ofSINGAPORE.

ARTICLE 20 – CONFIDENTIALLY

This agreement is confidential and shall not be disclosed expect to appropriate government
Entities unless otherwise.

ARTICLE 21 – ENTIRE AGREEMENT

This contract contains the entire agreement between Buyer and Seller in relation to the sales
purchase of coal and supersedes all prior negotiation, understanding and agreements whether
written or oral in relation to the contract.

ARTICLE 22 – AGENCY

The Seller and the Buyer, respectively, may appoint an agent to perform all or any part of
their obligations hereunder. A party that appoints an agent(s) to perform such obligations
shall, as soon as is reasonably practicable notify the other Party in writing specifying the
name and contract details of the agent(s).

In such event, the Party who was appointed an agent shall be directly and unconditionally
responsible to the other Party in all respect as to the acts their agent performed within the
scope or agency created.

ARTICLE 23 – BANKING INFORMATION

Buyer’s Bank Information

Bank Name :

Address :

Telephone :
Fax :

Account Number :

SWIFT Code :

Bank Officer :

IN THE WITNESS WHEREOF the parties hereto have caused this Agreement to be dully
executed as of the day and years first above written.

For and behalf of SELLER For and behalf of BUYER

…………………………. …………………………….

Sign, Seal and Stamp Sign, Seal and Stamp

Name: Name:

Position: Director Position: Director

Witness for Seller Witness for Buyer

……………………… ……………………..

Name:……………….. Name:………………

Passport/ID no:……… Passport/ID no:…….